SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number: 1-5673
...........................RANGER INDUSTRIES, INC.........................
(Exact name of small business issuer as specified in its charter)
Connecticut 06-0768904
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Regency Drive
...........................Bloomfield, Connecticut 06002...................
(Address of principal executive offices)
.........................(860) 726-1208............................
(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
--------- -----------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date (November 12, 1997): 4,000,000
shares
Transitional Small Business Disclosure Format (check one): Yes X No
------ -----
648181.6
<PAGE>
PART I
------
FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
----------------------------
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 1997 and December 31, 1996
-------
ASSETS
September 30 December 31,
(Unaudited)
1997 1996
---- ----
Current assets:
Cash and equivalents $ 13,504 $ 43,009
Bad debt recoveries receivable 802,160 2,931
Prepaid expenses 8,750 1,044
----------- --------------
Total assets $ 824,414 $ 46,984
=========== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and other liabilities $ 44,357 $ 68,336
Accrued interest payable 8,082 -
Note payable to Pure Group, Inc. 196,477 -
Other amounts owed to Pure Group, Inc. 263,338 -
---------- ----------
Total current liabilities 512,254 68,336
---------- ----------
Stockholders' equity (deficit):
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 985,000 985,000
Retained deficit (712,840) (1,046,352)
---------- -------------
Total stockholders' equity (deficit) 312,160 (21,352)
---------- -------------
Total liabilities and stockholders'
equity (deficit) $ 824,414 $ 46,984
=========== =============
The accompanying notes are an integral part
of the condensed consolidated financial statements.
Page 2
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
for the three months ended September 30, 1997 and 1996
(Unaudited)
------
<TABLE>
<CAPTION>
<S> <C> <C>
1997 1996
---- ----
Net sales $ - $ -
---------- -----------
Operating costs and expenses:
Administrative expenses 37,513 23,455
Legal expenses 7,020 30,000
Proxy contest and annual meeting expenses 249,815 -
Other income and (expenses):
Bad debt recoveries income 802,160 5,340
Interest expense (8,082) -
Interest income - 14
Other - (2,026)
----------- ----------
Income (loss) before income taxes 499,730 50,127)
Provision for income taxes - -
--------- --------
Net income (loss) $499,730 $(50,127)
======== =========
Net income (loss) per share $ .12 $ (.01)
========== =========
</TABLE>
The accompanying notes are an integral part
of the condensed consolidated financial statements.
Page 3
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
for the nine months ended September 30, 1997 and 1996
(Unaudited)
-------
1997 1996
---- ----
Net sales $ - $ -
------------ --------
Operating costs and expenses:
Administrative expenses 98,738 93,578
Legal expenses 104,020 36,072
Proxy contest and annual meeting expenses 249,815 -
Other income and expenses:
Bad debt recoveries income 802,160 5,340
Interest expense (8,082) -
Interest income 7 485
Other - (2,026)
----------- ---------
Income (loss) before income taxes 341,512 (125,851)
Provision (benefit) for income taxes 8,000 (30,000)
----------- ----------
Net income (loss) $ 333,512 $ (95,851)
========= ==========
Net income (loss) per share $ .08 $ (.02)
=========== =======-==
The accompanying notes are an integral part
of the condensed consolidated financial statements.
Page 4
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1997 and 1996
(Unaudited)
-------
<TABLE>
<CAPTION>
<S> <C> <C>
1997 1996
---- ----
Cash flows from operating activities:
Net income (loss) $ 333,512 $(95,851)
--------- --------
Adjustments to reconcile net income (loss) to net cash used
in operating activities:
Receivable from the Reorganization Trust - 1,939
Bad debt recoveries receivable (799,229) -
Prepaid expenses (7,706) 17,500
Income tax receivable - 508
Interest receivable - 48
Accounts payable and accrued liabilities (15,897) 17,641
----------- ---------
Total adjustments (822,832) 37,636
---------- ---------
Net cash used in operating activities (489,320) (58,215)
---------- ---------
Cash flows from financing activities:
Proceeds from note payable to Pure Group, Inc. 196,477 -
Other proceeds from Pure Group, Inc. 263,338 -
---------- ---------
Net cash provided by financing activities 459,815 -
---------- ---------
Net decrease in cash and cash equivalents (29,505) (58,215)
Cash and cash equivalents at beginning of period 43,009 67,280
----------- ---------
Cash and cash equivalents at end of period $ 13,504 $ 9,065
========== =========
</TABLE>
The accompanying notes are an integral part
of the condensed consolidated financial statements.
Page 5
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-----------
1. Organization:
In July 1998, Ranger Industries, Inc. (the "Registrant" or the "Company",
and then known as Coleco Industries, Inc.) filed a voluntary petition in
United States Bankruptcy Court under Chapter 11 of the Federal Bankruptcy
Code. Effective February 28, 1990, the bankruptcy court approved a plan of
reorganization (the "Plan"), pursuant to which all then outstanding debt
and equity securities of the Registrant were canceled, and 4,000,000
shares of the Registrant's new $0.01 par value common stock (the "Common
Stock") were distributed to the unsecured creditors. On the Effective Date
of the Plan, the Registrant retained $950,000 in cash for working capital
purposes and was expected to engage in the business of acquiring income
producing properties or businesses. The Plan provided for the creation of
a Reorganization Trust in order to liquidate the Registrant's remaining
assets (other than the $950,000 in cash retained by the Registrant) and
effectuate distributions thereof to the Registrant's creditors. The
Reorganization Trust completed the distribution of its assets in May, 1996
and was terminated by order of the bankruptcy court on August 27, 1996.
The Plan also provided for the creation of a Product Liability Trust in
order to settle certain personal injury claims (including claims arising
thereafter) against the Registrant. The Product Liability Trust continues
to process and liquidate certain product liability claims. Pursuant to the
terms of the Product Liability Trust Agreement, residual funds, if any,
will revert to the Registrant, as grantor of the trust, upon the earlier
of (a) February 28, 2020, or (b) approval by the bankruptcy court of
earlier termination of the Product Liability Trust.
2. Change In Control:
Following the conclusion of a hostile proxy contest (the "Proxy Contest"),
initiated by Pure Group, Inc. ("PGI") during the second quarter of 1997, the
Company's former directors resigned from the Board of Directors effective July
29, 1997, and new directors were elected. The terms under which this change in
control took place are outlined in a settlement agreement dated July 29, 1997
between PGI, the Company and the Company's former directors (the "Settlement
Agreement"). Under the terms of the Settlement Agreement, and as outlined in a
demand promissory note dated July 29, 1997, PGI loaned the Company $196,477 to
pay its outstanding obligations. The note requires the Company to pay interest
to PGI at two percentage points above the prime rate (8.5% at September 30,
1997). Additionally, PGI loaned the Company $249,815 to cover costs incurred in
connection with the Proxy Contest, including the costs of holding the 1997
annual meeting and $13,523 for working capital purposes. These additional loans
of $263,338 are subject to the same terms outlined in the demand promissory
note.
Page 6
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
N OTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
---------
3.Bankruptcy Claim Recovery Receivable:
On October 9, 1997, the Company received $802,160 from the Reorganization
Trustee as a distribution on a bankruptcy claim filed by the Company's
predecessor in 1983.
4.Management's Representation:
The accompanying condensed 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 1996 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.
5.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.
Page 7
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
---------
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 6).
Page 8
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
5.Income Taxes, Continued:
Tax expense or benefit is attributable to Federal and state taxes due,
partially offset, in 1996, by amounts due under a tax sharing agreement
between Ranger Industries, Inc. and the Reorganization Trust whereby the
Trust reimbursed Ranger for taxes paid in certain states.
At September 30, 1997 and December 31, 1996, it was estimated that the
Company had adjusted tax net operating loss carryforwards and future
deductions of approximately $184 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 June 30, 1997 and December
31, 1996, the Company had Alternative Minimum Tax (AMT) loss
carryforwards of approximately $160 million which will begin to expire in
the year 2002. The Company also had approximately $13.1 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 6).
At September 30, 1997 and December 31, 1996, the only remaining book and
tax base differentials related to the claim settlement activities of the
Product Liability Trust. Additionally, any deferred tax asset recorded to
recognize the tax net operating loss
Page 9
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
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 are attributable to state minimum taxes and federal
alternative minimum tax.
Page 10
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
6.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 $184 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
Page 11
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
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.
Page 12
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
7.Related Party Transactions:
The Company had an Agreement with M.D. Sass Associates, Inc. ("SASS") of
which James B. Rubin is Senior Managing Director, under which SASS
provided 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 the each of the quarters ended
June 30, and March 31, 1997. In connection with the change in control
described in Note 2, this agreement was terminated. The Company incurred
$4,800 for these services for each of the quarters ended September 30,
June 30, and March 31, 1996. All amounts owed to SASS in connection with
this agreement were paid during the quarter ended September 30, 1997. At
December 31, 1996, $11,200 was owed to SASS in connection with this
agreement.
Effective August 1, 1990, Mr. Rubin, as Chief Executive Officer, was
entitled to an annual salary of $50,000, through the date of the change
in control (see Note 2). All fees for his services are included in
administrative expenses in the condensed consolidated financial
statements. All amounts owed to Mr. Rubin in connection with this
agreement were paid during the quarter ended September 30, 1997. At
December 31, 1996, $32,112, was owed to Mr. Rubin in connection with this
agreement.
8. Final Distribution from Ranger Industries, Inc. Reorganization Trust:
As described in Note 1, the Reorganization Trust made its final
distribution to creditors on May 29, 1996. On October 31, 1996, the Company
received a distribution of $75,000 from the Reorganization Trust representing
substantially all of the funds expected to be disbursed to the Company from the
Reorganization Trust. This amount has been reflected as an adjustment to the
Page 13
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
original capitalization of the Company and accordingly, is included in
capital in excess of par value at December 31, 1996.
9.Recently Issued Accounting Pronouncements:
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share", which
is effective for financial statements issued for periods ending after December
15, 1997, including interim periods. When adopted, this pronouncement is not
expected to have a material impact on the Company.
<PAGE>
Part I (cont'd)
Item 2. Management's Discussion and Analysis or Plan of Operation.
As previously reported on its Current Report on Form 8-K dated July 29,
1997, the Registrant underwent a change of control on that date, as the result
of a hostile proxy contest. Current management took office on July 29, 1997, and
is still in the process of formulating a new plan of operation.
Business Plans, Liquidity and Financial Resources
In the view of current management, the business plan of former management
was not successful, in that the Registrant now has no business, and no material
financial resources other than an unexpected payment of approximately $800,000
from a 1983 bankruptcy claim (as more fully described in the following
paragraph). As of June 30, 1997 (i.e., shortly before former management resigned
from the Board of Directors), the Registrant had a retained deficit of
approximately $1,212,570, and a total stockholders' deficit of $187,570.
As reported in the Registrant's Current Report on Form 8-K dated October
9, 1997, on that date, the Registrant received a payment on a bankruptcy claim
filed by the Registrant in 1983, in the amount of $802,160 (the "New Money"). As
a result thereof, the Registrant now has sufficient liquidity to meet its
current operating expenses for the foreseeable future.
The Registrant's other possible financial resources at the present time
are (i) a remainder interest in the Product Liability Trust which would become
payable to the Registrant, if ever, in 2020, and (ii) the possible utility of
tax net operating loss carryforwards of approximately $184,000,000. Set forth
below is a discussion of the current status of these possible financial
resources.
Product Liability Trust. The present balance of the Product Liability
Trust is approximately $11.5 million, and there is a claim outstanding against
the trust by a quadriplegic child for $70 million. Management will explore the
possibility of terminating the Product Liability Trust, or arranging for the
partial distribution of its assets, based upon a review by actuaries and other
experts of the amount of the Product Liability Trust that can reasonably be
expected to be paid out to claimants between now and February 28, 2020. If the
Product Liability Trust were substantially diminished by the pending claim, or
by new claims asserted hereafter, that would substantially reduce the liquid
assets that could become available to the Registrant from the Product Liability
Trust. There can be no assurance that the Registrant can ever realize any value
from the Product Liability Trust.
NOL's. Management is seeking advice with respect to the utility of the tax
net operating loss carryforwards (the "NOL's"). In the past, the NOL's sheltered
the Registrant's modest interest income, and the income of the Product Liability
Trust and the Reorganization Trust. The
648181.6
Page 15
<PAGE>
income of these trusts is taxable to the Registrant. As more fully discussed in
the Notes to the Financial Statements, the continuing availability of the NOL's
is not a certainty.
Other Financial Considerations
Termination of Stock Ownership Restrictions. On September 17, 1997, the
Board of Directors terminated the restrictions (the "Article Fifth
Restrictions") with respect to ownership of the Common Stock contained in
Article Fifth of the Registrant's amended and restated certificate of
incorporation. The Article Fifth Restrictions previously restricted the ability
of persons to acquire more than 5% of the outstanding Common Stock.
Liabilities to Pure Group, Inc. In connection with the change of control
that occurred on July 29, 1997, Pure Group, Inc. ("PGI"), a Delaware
corporation, loaned $196,477 to the Registrant pursuant to a demand note (the
"Note") which bears interest at 2 percentage points above the prime rate,
compounded monthly, and is payable on demand. Subsequent thereto, PGI loaned the
Registrant additional sums (the "Additional PGI Loan") on the same terms and
conditions as provided in the Note, so that as of September 30, 1997, the
Registrant's debt to PGI, including principal and accrued interest on the Note
and the Additional PGI Loan, was $210,000. Additionally, in connection with the
Annual Meeting held in August 1997, PGI paid certain expenses of the Registrant,
as required under a court-ordered stipulation with respect to the call of the
Annual Meeting. PGI has indicated that it will request reimbursement therefor
from the Registrant, in the amount of $249,815 (the "Annual Meeting Expenses").
The Registrant may consider paying the Note, Additional PGI Loan, and the Annual
Meeting Expenses in the form of Common Stock instead of cash. This would
conserve the Registrant's cash for payment of general and administrative
expenses and for use in possible business acquisitions, although no specific
acquisitions have been identified at the present time. If payment is to be made
in the form of Common Stock, the Board of Directors would have to determine the
fair market value of the Common Stock. Because the Registrant's stock is thinly
traded and is not listed on any stock exchange or quoted on NASDAQ, the amount
so determined might be higher or lower than the reported bid and ask quotations.
The Board is subject to its fiduciary duty to the stockholders of the Registrant
in making any such valuations. Issuance of any such shares would reduce the
percentage ownership interests of other stockholders of the Registrant.
Changes in Financial Condition
Net income in the three months ended September 30, 1997, was approximately
$499,700, compared to a loss of $(50,100) in the three months ended September
30, 1996, principally because of the receipt of approximately $802,200 in bad
debt recovery income, which is not expected to recur. In such period, the
Registrant also had expenses in connection with the proxy contest of $249,800,
and this expense is not expected to recur. If both these items (and related
interest expenses) were eliminated, losses in the 1997 period would have been
approximately $(44,600). Similarly, income in the nine months ended September
30, 1997, was approximately $333,500, compared to a loss of $(95,900) in the
nine months ended September 30, 1996. If the
648181.6
Page 16
<PAGE>
non-recurring bad debt recovery income, proxy contest expenses and related
interest expense were eliminated, results for the nine months ended September
30, 1997, would have been a loss of $(210,800). This higher loss was in part the
result of significantly higher legal expenses incurred by former management in
connection with the proxy contest.
The Registrant is responsible for the income taxes, if any, on the Product
Liability Trust. The provisions (benefits) for income taxes cover the income of
that trust, but the income of that trust is not included in the Registrant's
financial statements.
The Registrant's retained deficit as of September 30, 1997, was
$(712,800), and total stockholders' equity was $312,200, versus a retained
deficit as of December 31, 1996 of $(1,046,300) and total stockholders' deficit
of $(21,400). The improvement was the result of the non-recurring bad debt
recovery income in the third quarter of 1997.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
In April 1997, PGI commenced an action in Connecticut Superior Court
against the Registrant and its then-incumbent directors (the "Former Directors")
seeking, among other things, access to the Registrant's list of stockholders,
and the call of an annual meeting of shareholders (the "Annual Meeting"). The
sole shareholder of PGI, Mr. Isaac Perlmutter, is now one of the Registrant's
three directors. As a result of the change of control effected on July 29, 1997,
the action became moot.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit: 11. Computation of Earnings per Share (Unaudited) for the
nine- and three- month periods ended September 30, 1997
and 1996.
Exhibit 27. Financial Data Schedule for Third Quarter of 1997.
(b) Reports on Form 8-K:
Dated 10/9/97, Item 5 - Other Events, regarding receipt of a payment
on a 14-year old bankruptcy claim in the amount of $802,160.
648181.6
Page 17
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to signed on its behalf by the undersigned, thereunto duly
authorized.
Ranger Industries, Inc., the Registrant
Date: November 13, 1997 By: /s/ Morton E. Handel
---------------------
Morton E. Handel, President, Chief
Executive Officer and Chief
Financial Officer
648181.6
Page 18
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
Exhibit 11
COMPUTATION OF EARNINGS PER SHARE
for the nine months ended September 30, 1997 and 1996
(Unaudited)
-------
1997 1996
---- ----
Primary:
Net loss $ 333,512 $ (95,851)
Average common shares outstanding 4,000,000 4,000,000
Primary loss per share $ .08 $ (.02)
Fully diluted:
Net loss $ 333,512 $ (95,851)
Average common shares outstanding 4,000,000 4,000,000
Fully-diluted loss per share $ .08 $ (.02)
Page 19
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
Exhibit 11, Continued
COMPUTATION OF EARNINGS PER SHARE
for the three months ended September 30, 1997 and 1996
(Unaudited)
-------
1997 1996
---- ----
Primary:
Net loss $ 499,730 $ (50,127)
Average common shares outstanding 4,000,000 4,000,000
Primary loss per share $ .12 $ (.01)
Fully diluted:
Net loss $ 499,730 $ (50,127)
Average common shares outstanding 4,000,000 4,000,000
Primary loss per share $ .12 $ (.01)
Page 20
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information
extracted from the Consolidated Balance Sheet and
Consolidated Statement of Operations and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000021610
<NAME> Ranger Industries, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 13,504
<SECURITIES> 0
<RECEIVABLES> 802,160
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 824,414
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 824,414
<CURRENT-LIABILITIES> 512,254
<BONDS> 0
0
0
<COMMON> 40,000
<OTHER-SE> 272,160
<TOTAL-LIABILITY-AND-EQUITY> 824,414
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 452,573
<OTHER-EXPENSES> 802,167
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,082
<INCOME-PRETAX> 341,512
<INCOME-TAX> 8,000
<INCOME-CONTINUING> 888,512
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 333,512
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
