UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
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 or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One Regency Drive
..........................Bloomfield, Connecticut 06002.........................
(Address of principal executive offices)
.................................(860) 726-1208.................................
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 (August 10, 2000): 5,278,644 shares
Transitional Small Business Disclosure Format (check one): Yes X No
--- ---
NY/294450.1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Condensed Balance Sheets
June 30, 2000 and December 31, 1999
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30,
2000 December 31,
(Unaudited) 1999
Assets
<S> <C> <C>
Current assets
Cash and equivalents $ 10,036,352 $ 742,972
Prepaid expenses 5,677 13,321
Income taxes receivable 12,821 -
------------- ----------
10,054,850 756,293
------------- ----------
Other assets - 4,177
------------- ----------
Total assets $ 10,054,850 $ 760,470
============= ==========
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and other liabilities $ 12,405 $ 11,005
Income tax payable - 26,900
Deferred income taxes - 2,992
------------- ----------
Total current liabilities 12,405 40,897
Non-current liabilities
Deferred income taxes - 4,213
------------- ----------
Total liabilities 12,405 45,110
------------- ----------
Shareholders' equity
Common stock - $.01 par value, 20,000,000 shares
authorized, 5,278,644 shares issued and outstanding 52,786 52,786
Capital in excess of par value 12,664,062 1,661,430
Unearned compensation - (82,937)
Retained deficit (2,674,403) (915,919)
------------- ----------
Total shareholders' equity 10,042,445 715,360
------------- ----------
Total liabilities and shareholders' equity $ 10,054,850 $ 760,470
============= ==========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
-1-
<PAGE>
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Condensed Statements of Operations
For the Three Months Ended June 30, 2000 and 1999
(Unaudited)
--------------------------------------------------------------------------------
2000 1999
Net Sales $ - $ -
----------- -----------
Operating costs and expenses
Administrative expenses 1,748,689 24,978
Legal and settlement expenses 54,038 -
Other income and expenses
Interest income 62,912 7,561
----------- -----------
Loss before income taxes (1,739,815) (17,417)
----------- -----------
Provision for income taxes
Current (15,555) 8,000
Deferred 800 (500)
----------- -----------
(14,755) 7,500
----------- -----------
Net loss (1,725,060) (24,917)
----------- -----------
Basic loss per share $ (.33) $ (.01)
=========== ===========
Weighted average common stock outstanding 5,278,644 5,278,644
----------- -----------
The accompanying notes are an integral part of these condensed financial
statements.
-2-
<PAGE>
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Condensed Statements of Operations
For the Six Months Ended June 30, 2000 and 1999
(Unaudited)
--------------------------------------------------------------------------------
2000 1999
Net Sales $ - $ -
----------- ---------
Operating costs and expenses
Administrative expenses 1,776,196 49,231
Legal and settlement expenses 54,644 4,000
Other income and expenses
Bankruptcy claim recovery - 47,517
Interest income 71,920 15,229
----------- ---------
Income (loss) before income taxes (1,758,920) 9,515
----------- ---------
Provision for income taxes
Current (436) 17,800
Deferred - (1,300)
----------- ---------
(436) 16,500
----------- ---------
Net loss (1,758,484) (6,985)
----------- ---------
Basic loss per share $ (.33) $ (.01)
=========== =========
Weighted average common stock outstanding 5,278,644 5,278,644
----------- ---------
The accompanying notes are an integral part of these condensed financial
statements.
-3-
<PAGE>
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Condensed Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
Cash flows from operating activities
Net loss $ (1,758,484) $ (6,985)
------------- -----------
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities
Compensation expense settled in shares of Ranger stock 82,937 15,868
Deferred income taxes (7,205) (1,300)
Changes in assets and liabilities
Prepaid expenses and other assets 11,821 (4,109)
Prepaid taxes (12,821) -
Income tax receivable - 3,436
Accounts payable and other liabilities 1,400 (11,016)
Income tax payable (26,900) 11,114
------------- -----------
Total adjustments 49,232 13,993
------------- -----------
Net cash provided by (used in) operating activities (1,709,252) 7,008
------------- -----------
Cash flows from financing activities
Distribution from product liability trust 11,002,632 -
------------- -----------
Net cash provided by financing activities 11,002,632 -
------------- -----------
Net increase in cash and cash equivalents 9,293,380 7,008
Cash and cash equivalents at beginning of period 742,972 759,216
------------- -----------
Cash and cash equivalents at end of period $ 10,036,352 $ 766,224
============= ===========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
-4-
<PAGE>
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Condensed Financial Statements
June 30, 2000 and December 31, 1999
(Unaudited)
--------------------------------------------------------------------------------
1. Organization
In July 1988, 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. 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. As of June 30, 2000, the Product Liability
Trust continues to process and liquidate certain product liability claims
after the Bankruptcy Court's approval of a distribution of the majority
of its assets to the Company as described in Note 7.
2. Management's Representation
The accompanying condensed financial statements should be read in
conjunction with the Notes to Financial Statements and Management's
Discussion and Analysis of Financial Condition and results of operations
included in the Company's 1999 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. Bankruptcy Claim Recovery
In April 1999, the Company received $47,517 as a distribution on a
bankruptcy claim filed by the Company's predecessor in 1983. Total
bankruptcy claim recovery received in 1999 was $49,869.
-5-
<PAGE>
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Condensed Financial Statements
June 30, 2000 and December 31, 1999
(Unaudited)
--------------------------------------------------------------------------------
4. 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 financial statements
(also see Note 5).
Tax expense or benefit is attributable to state taxes and Federal
alternative minimum tax. The difference between the actual tax provision
and the amount obtained by applying the statutory U.S. federal income tax
rate to income before taxes is primarily attributable to state taxes and
the federal alternative minimum tax associated with the net income of the
Product Liability Trust.
At June 30, 2000 and December 31, 1999, it was estimated that the Company
had adjusted tax net operating loss carryforwards and future deductions
of approximately $178.5 million and $177.2 million, respectively, 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, 2000 and December 31, 1999, the Company had Alternative
Minimum Tax (AMT) loss carryforwards of approximately $153.9 million and
$153.5 million, respectively, which will begin to expire in the year
2002. The Company also had approximately $385,000 in tax credit
carryforwards at both June 30, 2000 and December 31, 1999, which will
expire on December 31, 2000. At the current tax rates, the taxable income
equivalent of the credit carryforwards was approximately $1.1 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.
At June 30, 2000 and December 31, 1999, the Company had deferred tax
liabilities of $-0- and $7,205, respectively, as a result of a
compensation expense temporary difference, associated with the stock
issued to Mr. Handel (see Note 6). 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 the uncertainty of the Company's ability to generate taxable
income to utilize the carryforwards.
-6-
<PAGE>
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Condensed Financial Statements
June 30, 2000 and December 31, 1999
(Unaudited)
--------------------------------------------------------------------------------
5. 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 $178.5 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 financial statements do not include any
adjustments that might result from the resolution of these uncertainties.
6. Stock Compensation
On August 4, 1998, the Company entered into a five-year Employment
Agreement (the "Agreement") with Mr. Morton E. Handel, whereby Mr. Handel
will serve as the Company's Chief Executive Officer and President. As
base compensation, in lieu of cash, Mr. Handel received 500,000 shares of
the Company's stock, one-fifth of which was immediately vested and
non-forfeitable as of the date of the Agreement. Mr. Handel then vested
in an additional 20 percent of the shares each year. The estimated market
value of the stock award was $160,000 or $.32 per share at the date of
the award. The Company previously incurred compensation expense based on
the vesting terms included in the Agreement. As more fully described in
Note 7, the Company received a distribution from the Product Liability
Trust in May 2000. In accordance with the Agreement, this distribution
caused Mr. Handel to become immediately vested in any remaining unvested
shares. Accordingly, the Company recognized $75,047, plus related taxes,
in the quarter ended June 30, 2000, which is included in administrative
expenses in the accompanying condensed financial statements. At June 30,
2000, there is no remaining unearned compensation related to this stock
award.
-7-
<PAGE>
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Condensed Financial Statements
June 30, 2000 and December 31, 1999
(Unaudited)
--------------------------------------------------------------------------------
7. Distribution from Ranger Industries, Inc.'s Product Liability Trust
On May 8, 2000, an order of the United States Bankruptcy Court for the
Southern District of New York was docketed pursuant to which the trustee
of the Product Liability Trust was authorized (i) to obtain insurance
covering all claims made against the Product Liability Trust where the
injury giving rise to the claim occurred between May 15, 1990 and May 15,
2020, and (ii) after paying $1,156,000 for the insurance premiums, to
make a cash distribution to Ranger Industries, Inc. of all of the
remaining funds in the Product Liability Trust other than $600,000 which
shall remain in the Product Liability Trust to pay for the administrative
expense of the Product Liability Trust. The amount of the net
distribution to the Company, which was made in May 2000, was $11,002,632.
This cash distribution is reflected as an adjustment to the original
capitalization of the Company and, accordingly, is recorded in capital in
excess of par value at June 30, 2000.
In accordance with the Employment Agreement (see Note 6), Mr. Handel was
entitled to receive $1,650,395 as a bonus due to this distribution to the
Company by the Product Liability Trust. This amount was paid to Mr.
Handel in June 2000 and is reflected in Administrative Expenses in the
accompanying condensed statements of operations.
8. Legal Fees
The Company agreed, with its prior law firm, to pay certain legal fees
only if it received a distribution from the Product Liability Trust
sufficient to cover such fees. As described in Note 7, that distribution
from the Product Liability Trust occurred in the quarter ended June 30,
2000. Accordingly, the Company paid its prior law firm the agreed-upon
fees of approximately $37,000 in the quarter ended June 30, 2000. This
amount is reflected in Legal and Settlement Expenses in the accompanying
condensed financial statements.
-8-
<PAGE>
Item 2. Plan of Operation
The following discussion should be read in conjunction with
the Financial Statements, including the Notes thereto.
The Registrant has sufficient liquidity to meet its current
operating expenses for the foreseeable future. The Registrant's cash on hand was
approximately $10.0 million as of June 30, 2000, and the Registrant's projected
cash operating costs and expenses, net of interest income and bankruptcy claim
recovery, for the remainder of the fiscal year ending December 31, 2000 are
approximately $80,000. The Registrant does not expect to have to raise
additional funds in the next twelve months.
The Registrant's financial resources at the present time,
other than its cash on hand, are the possible utility of net operating loss
carryforwards ("NOLs") of approximately $178.5 million as of June 30, 2000. (See
Note 4, Income Taxes, in the Condensed Financial Statements included in this
Report.) The NOLs result primarily from operating losses sustained by the
Registrant prior to 1990 and have sheltered the Registrant's modest interest
income and the income of the product liability trust from Federal income
taxation and, until 1999, from state income taxation. The income of the product
liability trust, if any, continues to be taxable to the Registrant. As more
fully discussed in the Notes to the Financial Statements, the continuing
availability of the NOLs is uncertain.
The Registrant does not anticipate that it will perform any
product research and development in the next twelve months.
-9-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
As reported in the Registrant's Form 10-QSB for the quarter ended March 31,
2000, on May 8, 2000, an order of the United States Bankruptcy Court for the
Southern District of New York (the "Order") became final and non-appealable. The
Order authorized the trustee of the product liability trust (i) to obtain
insurance covering all claims made against the product liability trust where the
injury giving rise to the claim occurred between May 15, 1990 and May 15, 2020
and (ii) after paying $1,156,000 for premiums to obtain that insurance coverage,
to make a cash distribution to the Registrant of all of the remaining funds in
the product liability trust other than $600,000 which shall remain in the
product liability trust to pay the administrative expenses of the product
liability trust.
The trustee, acting in accordance with the Order, obtained the insurance, paid
the premiums, and distributed approximately $11 million to the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K: The Registrant filed a Form 8-K on May 10, 2000
to report that an order of the United States
Bankruptcy Court of New York became final and
non-appealable.
-10-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Ranger Industries, Inc., the Registrant
Date: August 11, 2000 By: /s/ Morton E. Handel
----------------------------------------
Morton E. Handel
President, Chief Executive Officer and
Acting Chief Financial Officer
