<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
----- THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
----- THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number
1-5673
RANGER INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
Connecticut 06-0768904
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Zeisler & Zeisler, 558 Clinton Avenue, Bridgeport, Connecticut 06605
(Address of principal executive offices)
(212) 843-8975
(Issuer's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
--- ---
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after
the distribution of securities under a plan confirmed by a court.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Class Outstanding at May 10, 1996
----- ---------------------------
Common Stock, $.01 par value 4,000,000 shares
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONSOLIDATED BALANCE SHEETS
March 31, 1996 and December 31, 1995
(See Accountants' Compilation Report)
-------
<TABLE>
<CAPTION>
ASSETS
(Unaudited)
March 31, December 31,
1996 1995
---------- -----------
<S> <C> <C>
Current assets:
Cash and equivalents $ 34,534 $ 67,280
Receivable from the Reorganization Trust 1,470 1,939
Prepaid insurance 8,750 17,500
Income tax and interest receivable 556 556
--------- ---------
Total assets $ 45,310 $ 87,275
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 6,593 $ 42,930
Payable to the Reorganization Trust 30,000 --
--------- ---------
Total liabilities 36,593 42,930
--------- ---------
Contingencies
Stockholders' equity:
Common stock - $.01 par value, 20,000,000
shares authorized, 4,000,000 shares
issued and outstanding 40,000 40,000
Capital in excess of par value 910,000 910,000
Retained deficit (941,283) (905,655)
--------- ---------
Total stockholders' equity 8,717 44,345
--------- ---------
Total liabilities and stockholders' equity $ 45,310 $ 87,275
========= =========
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
-1-
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED DEFICIT
for the quarters ended March 31, 1996 and 1995
(Unaudited - See Accountants' Compilation Report)
-------
1996 1995
-------- --------
Net sales $ -- $ --
-------- --------
Operating costs and expenses:
Administrative expenses 36,057 35,797
Interest income 429 1,369
-------- --------
Loss before income taxes (35,628) (34,428)
Provision for income taxes -- 325
-------- --------
Net loss $(35,628) $(34,753)
======== ========
Net loss per share $ (.01) $ (.01)
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
-2-
<PAGE>
<TABLE>
<CAPTION>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 1996 and 1995
(Unaudited - See Accountants' Compilation Report)
-------
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (35,628) $ (34,753)
--------- ---------
Adjustments to reconcile net loss to net cash used
in operating activities:
Receivable from the Reorganization Trust 469 1,981
Income tax receivable -- (353)
Interest receivable -- 96
Prepaid insurance 8,750 9,000
Accounts payable and accrued liabilities (36,337) (31,463)
Payable to the Reorganization Trust 30,000 --
--------- ---------
Total adjustments 2,882 (20,740)
--------- ---------
Net cash used in operating activities (32,746) (55,493)
Cash and cash equivalents at beginning of period 67,280 238,980
--------- ---------
Cash and cash equivalents at end of period $ 34,534 $ 183,487
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Income taxes $ 30,000 $ 1,414
========= =========
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
-3-
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - See Accountants' Compilation Report)
-------
1. Organization:
On July 11, 1988, Ranger Industries, Inc. (formerly Coleco Industries,
Inc.) and its subsidiaries, Ranger Industries (Delaware), Inc. (formerly
Lakeside Industries, Inc.), and Ranger Industries (New York), Inc.
(formerly Selchow & Righter Company), (collectively the "Company") filed
voluntary petitions in the United States Bankruptcy Court seeking
protection from creditors under Chapter 11 of the Federal Bankruptcy Code
(the "Code").
On October 31, 1989, the Company filed an Amended Plan of Reorganization
with the Federal Bankruptcy Court. This Plan was revised and on November
29, 1989, the Company filed its Second Amended and Restated Consolidated
Plan of Reorganization (the "Plan") with the Federal Bankruptcy Court. On
December 4, 1989, the Disclosure Statement corresponding to the Plan was
approved by the Court for distribution to creditors and shareholders. The
Plan was approved by vote of the creditors and shareholders of the
Company, and by entry of an order dated February 1, 1990, the Plan was
confirmed by the United States Bankruptcy Court for the Southern District
of New York. The effective date of the Plan was February 28, 1990.
The Plan provided for the creation of the Reorganization and Product
Liability Trusts in order to liquidate the Company's remaining assets and
effectuate distributions to the Company's creditors. The Plan also
provided for the emergence of reorganized Ranger Industries, and further
contemplates that Ranger will engage in the business of acquiring income
producing properties or businesses. In this regard, all remaining assets
and liabilities, except for $950,000 retained by the Company for working
capital purposes, were transferred to the Reorganization and Product
Liability Trusts, respectively, effective February 28, 1990.
Additionally, on February 28, 1990, all existing equity and debt
securities previously issued by Ranger Industries, Inc. were canceled. The
previously existing stock was replaced with 4,000,000 shares of new common
stock in Ranger Industries, Inc. with a par value of $.01 per share. The
new stock was initially held by the Reorganization Trust, but was
subsequently distributed to the unsecured creditors in accordance with the
Plan. In addition, 10,000,000 shares of no par value preferred stock have
been authorized although none have yet been issued.
-4-
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Compilation Report)
-------
2. Management's Representation:
The accompanying consolidated financial statements should be read in
conjunction with the Notes to Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and results of
Operations included in the Company's 1995 Annual Report filed on Form
10-KSB and in this Form 10-QSB report.
In the opinion of management, all adjustments necessary for a fair
presentation of the results for the interim periods have been made.
3. Income Taxes:
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
SFAS 109 requires recognition of deferred tax liabilities and assets for
the expected future tax consequences of events that have been included in
the financial statements or income tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference
between the financial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the year in which the differences
are expected to reverse. In addition, deferred tax assets are subject to a
valuation allowance to reduce them to net realizable value.
As discussed in Note 1, the assets and liabilities of the Company, except
for $950,000 retained for working capital purposes, were transferred to
the Reorganization and Product Liability Trusts, respectively, effective
February 28, 1990, in accordance with the Plan. Although the matter is not
free from doubt, these Trusts have been treated as grantor trusts.
Accordingly, taxable income or loss associated with the disposition of
assets and the settlement of liabilities by the Trusts are reflected on
the federal income tax return of Ranger Industries, Inc., although such
assets and liabilities are not presented in these consolidated financial
statements (also see Note 4).
Tax expense or benefit is attributable to state taxes due, partially
offset by amounts due under a tax sharing agreement between Ranger
Industries, Inc. and the Reorganization Trust whereby the Trust reimburses
Ranger for taxes paid in certain states.
-5-
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Compilation Report)
-------
3. Income Taxes, Continued:
At March 31, 1996 and December 31, 1995, it was estimated that the Company
had adjusted tax net operating loss carryforwards and future deductions of
approximately $185 million after giving effect to the Plan and the
transactions contemplated thereby, which may be used to offset future
taxable income, subject to several limitations, and which begin to expire
in the year 2002. These amounts include the tax consequences of the
activity of the Reorganization and Product Liability Trusts, as well as
the activity of Ranger Industries, Inc. At March 31, 1996 and December 31,
1995, the Company had Alternative Minimum Tax (AMT) loss carryforwards of
approximately $161 million which will begin to expire in the year 2002.
The Company also had approximately $13.6 million in tax credit
carryforwards which began expiring in 1993. At the current tax rates, the
taxable income equivalent of the credit carryforwards is approximately
$38.5 million.
Under current tax laws, the Internal Revenue Code provides for certain
limitations following an "ownership change". Accordingly, under the
confirmed Plan of Reorganization, the continued availability of the
Company's net operating loss carryforwards and other tax attributes may be
subject to substantial limitations (also see Note 4).
At March 31, 1996 and December 31, 1995, the only remaining book and tax
base differentials related to the claim settlement activities of the
Reorganization and Product Liability Trusts. Additionally, any deferred
tax asset recorded to recognize the tax net operating loss carryforwards
would be subject to a full valuation allowance under the provisions of
SFAS 109, due to uncertainty of the Company's ability to generate taxable
income to utilize the carryforwards. The Company's tax liabilities at
December 31, 1995 were attributable to federal alternative minimum tax and
state minimum taxes.
-6-
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Compilation Report)
-------
4. Treasury Regulation:
On January 6, 1992, the Department of the Treasury promulgated new
Treasury Regulations. These regulations interpret Section 269 of the
Internal Revenue Code which permits the Internal Revenue Service to deny
corporations the ability to use tax benefits, such as net operating
losses ("NOLs") where control of the corporation was acquired for the
principal purpose of avoiding tax. The regulations provide that if a
corporation in a bankruptcy reorganization that qualifies for an
exemption from the general rule limiting the use of net operating loss
carryforwards does not carry on a significant amount of an active trade
or business during and subsequent to such bankruptcy reorganization, the
Internal Revenue Service will presume, absent a showing of strong
evidence to the contrary, that the principal purpose of the
reorganization was to evade or avoid Federal income tax and that Section
269 should apply. The regulations are only effective, by their terms,
with respect to acquisitions of control of corporations occurring after
August 14, 1990 and, accordingly, they do not apply to Ranger Industries,
Inc.
Despite the inapplicability of these regulations to Ranger, the issue of
essentially inactive reorganized companies with NOLs that survive
bankruptcy intact has now been firmly raised in the eyes of the Internal
Revenue Service. Accordingly, due to the Company's disposition of its
historic toy businesses to Hasbro and the Company's switch to a new
business of acquiring investments, it is possible that the Internal
Revenue Service may assert that the Company has not carried on a
significant trade or business during and subsequent to its
reorganization. If such an assertion is made and ultimately sustained,
then the Company would be unable to utilize its estimated $185 million of
net operating loss carryforwards. This could have a materially adverse
effect on the Company's ability to attract outside investors willing to
invest in the Company. Notwithstanding these regulations, there can be no
assurance that the Company will be able to attract sufficient outside
investment to allow it to continue to operate, once its current working
capital is depleted. The consolidated financial statements do not include
any adjustments that might result from the resolution of these
uncertainties.
5. Related Party Transactions:
The Company has entered into an Agreement with Sass Lamle Rubin & Company
("SLR"), of which James B. Rubin is Senior Managing Director, under which
SLR will provide accounting, administrative, financial, legal,
secretarial and other support services at the Company's request. The
Company incurred costs of $4,800 for these services for each of the
quarters ended March 31, 1996 and 1995.
-7-
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Compilation Report)
-------
5. Related Party Transactions, Continued
Effective August 1, 1990, Mr. Rubin, as Chief Executive Officer, is
entitled to an annual salary of $50,000. All fees for his services during
the year are included in administrative expenses in the consolidated
financial statements.
-8-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview
This discussion should be read in conjunction with the Consolidated
Financial Statements including the Notes thereto.
During the first quarter of 1990, Ranger Industries, Inc. (the
"Company" or "Ranger") emerged from bankruptcy on February 28, 1990. The Company
filed a voluntary petition on July 11, 1988 under Chapter 11 of Title 11 of the
United States Code seeking protection from creditors. The Company and the
Company's Official Committee of Unsecured Creditors jointly proposed and filed
the Second Amended and Restated Consolidated Plan of Reorganization dated
November 29, 1989 (the "Plan") with the Bankruptcy Court. The effective date of
the Plan was February 28, 1990.
Management believes that the business potential of the Company is
contingent upon an acquisition strategy designed to generate earnings and cash
flow. The utilization of the Company's net operating and other tax loss
carryforwards should help it to achieve its long-term potential. Accordingly,
the Company is seeking one or more individuals or entities ("Investors") willing
to invest in the Company in consideration for less than 50 percent of the Common
Stock. Although such a transaction would result in the issuance of not more than
four million additional shares of the common stock, par value $.01 per share
(the "Common Stock"), and a substantial dilution of the percentage equity
interest of other holders of the Common Stock, the Company believes that its
ability to continue to exist in the short term is dependent upon attracting one
or more Investors. There can be no assurance that the Company will attract
Investors or that it will be able to successfully acquire other businesses. The
Company did not issue any shares of the Common Stock to any Investors in the
first quarter of 1996. Since rule making by the Department of the Treasury,
which rule making may make the Company's tax loss carryforwards unavailable to
the Company, the Company's ability to attract investors on a reasonable
investment basis may be adversely affected. See Part II, Item 5 "Other
Information."
Liquidity and Capital Resources
The Company's liquidity and capital resources have been completely
changed as a result of the effectiveness of the Plan. The Bankruptcy Court
approved the establishment of the Reorganization Trust as the primary vehicle
for distributions under the Plan and the Product Liability Trust to fund,
process and liquidate future product liability claims. Concurrently with the
creation of the two trusts, the Company distributed all its cash (except for
$950,000 retained as working capital) and other assets and liabilities to
creditors and the trusts, and the trusts assumed responsibility for
substantially all remaining cash distributions pursuant to the Plan to be made
to holders of claims and interests. The Reorganization Trust, pursuant to the
-9-
<PAGE>
Plan, funds all costs incurred by Ranger which relate to implementation of the
Plan. Such costs include an allocated share of certain expenses for Company
employees, professional fees and certain other administrative expenses.
The Company's working capital immediately after consummation of the
Plan was $950,000, representing the only monies the Company did not transfer to
the Reorganization Trust. The Company's current working capital was
approximately $20,000 as of March 31, 1996. Such sum (and any earnings the
Company receives upon the investment thereof) is the Company's only source of
cash. Management believes that such sum is adequate to enable the Company to
meet its needs only through the first six months of 1996.
The Company is a net user of cash, and its projected operating costs
and expenses for fiscal year 1996 are approximately $100,000. In addition, the
Company has no existing credit lines or commitments from any lenders and does
not believe it will be able to obtain any substantial credit line or commitment
under current circumstances. Accordingly, unless it develops additional sources
of funds, the Company will deplete its cash reserves and will not have
sufficient capital to pay its projected 1996 expenditures and to operate beyond
the first half of 1996.
The Company's ability to continue beyond the first half of 1996 is
dependent upon its ability to attract Investors. There can be no assurance that
the Company will attract Investors or acquire investments or that it will be
able to continue operating beyond the first six months of 1996.
Changes in Financial Condition
The Company's financial condition is set forth in the Balance Sheet
as of March 31, 1996. See "Overview" and the discussion of "Liquidity and
Capital Resources" immediately above for an overview of the financial condition
of Ranger at March 31, 1996.
Results of Operations
Results of operations for March 31, 1996 reflect the fact that the
Company is dependent on its ability to attract Investors.
Three Months Ended March 31, 1996
During the first quarter of 1996, the Company had no net sales as it
continued to pursue Investors but had interest income of $429 compared to $1,369
for the first quarter of 1995. During this period, operating costs and expenses,
principally administrative expenses, were $36,057 compared to $35,797 for the
same period ending March 31, 1995. Operating costs exceeded income resulting in
a net loss of $35,628 for the three months ended March 31, 1996 as compared to a
net loss of $34,753 for the three months ended March 31, 1995.
-10-
<PAGE>
PART II
OTHER INFORMATION
Item 5. Other Information
On January 6, 1992 the Department of the Treasury promulgated new
Treasury Regulations. These regulations interpret section 269 of the Internal
Revenue Code which permits the Internal Revenue Service to deny corporations the
ability to use tax benefits, such as net operating losses, where control of the
corporation was acquired for the principal purpose of avoiding tax. The
regulations provide that if a corporation in a bankruptcy reorganization
qualifies for an exemption from the general rule limiting the use of net
operating loss carryforwards (NOLs) but does not carry on a significant amount
of an active trade or business during and subsequent to such bankruptcy
reorganization, the Internal Revenue Service will presume, absent a showing of
strong evidence to the contrary, that the principal purpose of the
reorganization was to evade or avoid Federal income tax and that section 269
should apply. The regulations are only effective, by their terms, with respect
to acquisitions of control of corporations occurring after August 14, 1990;
accordingly they do not apply to Ranger.
As a practical matter, the fact that the regulations will not apply
the presumption to Ranger may be only of limited benefit. The issue of
temporarily inactive reorganized companies with NOLs that survive bankruptcy
intact has now been firmly raised in the eyes of the IRS field auditors. There
is, therefore, a risk that they will be more likely to find and challenge the
NOLs of such companies even without the ability to utilize the presumption
contained in the new regulations. Any such challenge, if successful, would have
a material detrimental effect on Ranger.
-11-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -- The exhibits to this report are located on pages E-1 and E-2
hereto and are hereby incorporated by reference.
(b) Reports on Form 8-K:
None.
-12-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
RANGER INDUSTRIES, INC.
May 14, 1996 By: /s/ James B. Rubin
------------------------------
James B. Rubin, President,
Chief Executive Officer, and
Acting Chief Financial Officer
-13-
<PAGE>
EXHIBIT INDEX
Certain of the exhibits to this report, indicated by an asterisk, are
hereby incorporated by reference to other documents on file with the Securities
and Exchange Commission with which they are physically filed, to be a part
hereof as of their respective dates.
Exhibit
No. Description
- - ------- -----------
2.* Order of the United States Bankruptcy Court for
the Southern District of New York confirming the
Second Amended and Restated consolidated Plan of
Reorganization. (Ranger Industries, Inc. Form
10-K for the year ended December 31, 1989 (File
No. 1-5673))
2.1* Second Amended and Restated Plan of
Reorganization. (Ranger Industries, Inc. Form
10-K for year ended December 31, 1989 (File No.
1-5673))
3.1* Amended and Restated Certificate of Incorporation
of the Company. (Ranger Industries, Inc. Form
10-K for year ended December 31, 1989 (File No.
1-5673))
3.2* Amended and Restated By Laws of the Company.
(Ranger Industries, Inc. Form 10-KSB for the year
ended December 31, 1994 (File No. 1-5673))
10.1* Form of Subscription and Employment Agreements
pursuant to Long-Term Incentive Plan (Coleco
Industries, Inc. Registration Statement No.
2-79052; Exhibit 10.55).
10.2* Amended and Restated Long-Term Incentive Plan
(Coleco Industries, Inc. Proxy Statement for
Annual Meeting of Stockholders held May 24, 1983).
10.3* Extract from Minutes of the Annual Meeting of
Shareholders held May 28, 1986 amending the
Company's Long-Term Incentive Plan (Coleco
Industries, Inc. Form 10-K for year ended December
31, 1986 (File No. 1-5673); Exhibit 10.20).
10.4* Extract from Minutes of Board of Directors meeting
held on May 6, 1985 concerning the award of
non-qualified stock options to an employee of the
Company (Coleco Industries, Inc. Form 10-K for
year ended December 31, 1986 (File No. 1-5673);
Exhibit 10.22)
E-1
<PAGE>
10.5* Extract from Minutes of Board of Directors meeting
held on July 28, 1986 concerning a modification of
an award of non-qualified stock options to an
employee of the Company (Coleco Industries, Inc.
Form 10-K for year ended December 31, 1986 (File
No. 1-5673); Exhibit 10.24)
10.6* Extract from Minutes of Board of Directors meeting
held on July 28, 1986 concerning adoption of a
Senior Executive Option Plan for certain employees
of the Company (Coleco Industries, Inc. Form 10-K
for year ended December 31, 1986 (File No.
1-5673); Exhibit 10.25)
10.7* Extract from Minutes of Board of Directors meeting
held on December 9, 1986 concerning an amendment
to the Company's Senior Executive Option Plan
(Coleco Industries, Inc. Form 10-K for year ended
December 31, 1986 (File No. 1-5673); Exhibit
10.26)
10.8* Extract from Minutes of Board of Directors meeting
held on April 14, 1986 concerning the adoption of
certain incentive plans for certain employees
(Coleco Industries, Inc. Form 10-K for year ended
December 31, 1986 (File No. 1-5673); Exhibit
10.28)
10.9* Letter Agreement dated March 7, 1988 between
G.D.L. Management Incorporated and Coleco
Industries, Inc. (Coleco Industries, Inc. Form
10-K for year ended December 31, 1988; Exhibit
10.27)
10.10* Extract from Minutes of Board of Directors meeting
held on December 20, 1988 concerning the adoption
of a deferred compensation and bonus plan (Coleco
Industries, Inc. Form 10-K for year ended December
31, 1988 (File No. 1-5673); Exhibit 10.28)
11 Computation of earnings per share.
15 Letter regarding unaudited interim financial
information.
27 Financial Data Schedule
E-2
Exhibit 11
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
COMPUTATION OF EARNINGS PER SHARE
(Unaudited - See Accountants' Compilation Report)
for the quarters ended March 31, 1996 and 1995
-------
1996 1995
----------- -----------
Primary:
Net loss $ (35,628) $ (34,753)
Average common shares outstanding 4,000,000 4,000,000
Primary loss per share $ (.01) $ (.01)
Fully diluted:
Net loss $ (35,628) $ (34,753)
Average common shares outstanding 4,000,000 4,000,000
Fully-diluted loss per share $ (.01) $ (.01)
Exhibit 15
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.):
The accompanying consolidated balance sheet of Ranger Industries, Inc. and
Subsidiaries as of March 31, 1996, and the related consolidated statements of
operations and retained deficit and cash flows for the quarters ended March 31,
1996 and 1995 were not audited by us and, accordingly, we do not express an
opinion or any other form of assurance on them.
The consolidated financial statements, including the consolidated balance sheet,
for the year ended December 31, 1995 were audited by us, and we expressed an
unqualified opinion on them, which included explanatory paragraphs with respect
to the substantial doubt about the Company's ability to continue as a going
concern due to the uncertainty about the Company's ability to attract sufficient
outside investment to allow it to continue to operate once its working capital
is depleted, the dissolution of the Company by the Secretary of State of the
State of Connecticut on October 25, 1991 for failure to file its biennial report
in 1990, and the reinstatement of the Company as a Connecticut corporation on
October 6, 1994, in our report dated March 14, 1996, but we have not performed
any auditing procedures since that date.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
May 3, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet and Consolidated Statement of Operations and Retained
Deficit and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 34,534
<SECURITIES> 0
<RECEIVABLES> 1,470
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 45,310
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 45,310
<CURRENT-LIABILITIES> 36,593
<BONDS> 0
0
0
<COMMON> 40,000
<OTHER-SE> (31,283)
<TOTAL-LIABILITY-AND-EQUITY> 45,310
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 36,057
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (406)
<INCOME-PRETAX> (35,628)
<INCOME-TAX> 0
<INCOME-CONTINUING> (35,628)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (35,628)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
