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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934
For the transition period from to
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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)
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 9, 1999): 5,278,644 shares
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
891842.2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Condensed Balance Sheets
September 30, 1999 and December 31, 1998
- --------------------------------------------------------------------------------
September 30,
1999 December 31,
(Unaudited) 1998
Assets
Current assets
Cash and equivalents $ 754,518 $ 759,216
Bankruptcy claim recovery receivable 2,033 -
Prepaid expenses 5,530 2,625
Income tax receivable - 3,436
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762,081 765,277
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Other assets 4,839 6,802
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Total assets $ 766,920 $ 772,079
================== ==================
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and other liabilities $ 9,144 $ 18,075
Income tax payable 14,239 -
Deferred income taxes 3,576 3,576
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Total current liabilities 26,959 21,651
Non-current liabilities
Deferred income taxes 5,991 8,391
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Total liabilities 32,950 30,042
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Stockholders' equity
Common stock 52,786 52,786
Capital in excess of par value 1,661,430 1,661,430
Unearned compensation (91,003) (114,937)
Retained deficit (889,243) (857,242)
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Total stockholders' equity 733,970 742,037
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Total Liabilities and stockholders' equity $ 766,920 $ 772,079
================== ==================
The accompanying notes are an integral part of these condensed financial
statements.
891842.2
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Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Condensed Statements of Operations
For the Three Months Ended September 30, 1999 and 1998
(Unaudited)
- --------------------------------------------------------------------------------
1999 1998
$ $
Net Sales - -
---------------- ---------------
Operating costs and expenses
Administrative expenses 28,844 59,983
Legal expenses 2,815 2,000
Other income and expenses
Bankruptcy claim recovery 2,033 711
Interest income 8,210 8,959
---------------- ---------------
Loss before income taxes (21,416) (52,313)
---------------- ---------------
Provision for income taxes
Current 4,700 (4,600)
Deferred (1,100) 11,099
---------------- ---------------
3,600 6,499
---------------- ---------------
Net loss (25,016) (58,812)
---------------- ---------------
Basic loss per share $ (.01) $ (.01)
================ ===============
Weighted average common stock outstanding 5,278,644 4,893,040
---------------- ---------------
The accompanying notes are an integral part of these condensed financial
statements.
891842.2
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Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Condensed Statements of Operations
For the Nine Months Ended September 30, 1999 and 1998
(Unaudited)
- --------------------------------------------------------------------------------
1999 1998
$ $
Net Sales - -
---------------- ---------------
Operating costs and expenses
Administrative expenses 78,075 84,300
Legal expenses 6,815 24,384
Other income and expenses
Bankruptcy claim recovery 49,550 2,603
Interest expense - (5,498)
Interest income 23,439 27,347
---------------- ---------------
Loss before income taxes (11,901) (84,232)
---------------- ---------------
Provision for income taxes
Current 22,500 -
Deferred (2,400) 11,099
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20,100 11,099
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Net loss (32,001) (95,331)
---------------- ---------------
Basic loss per share $ (.01) $ (.02)
================ ===============
Weighted average common stock outstanding 5,278,644 4,696,601
---------------- ---------------
The accompanying notes are an integral part of these condensed financial
statements.
891842.2
-4-
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Condensed Statements of Cash Flows
For the Nine Months Ended September 30, 1999 and 1998
- --------------------------------------------------------------------------------
1999 1998
Cash flows from operating activities
Net loss $ (32,001) $ (95,331)
---------------- ---------------
Adjustments to reconcile net loss to net cash used in operating
activities
Compensation expense settled in shares of Ranger stock 23,934 36,997
Interest expense settled in shares of Ranger stock - 5,498
Deferred income tax (2,400) 11,099
Changes in assets and liabilities
Bankruptcy claim recovery (2,033) -
Prepaid expenses and other assets (942) (3,418)
Income tax receivable 3,436 (1,196)
Accounts payable, accrued liabilities and interest payable (8,931) (2,258)
Income tax payable 14,239 -
---------------- ---------------
27,303 46,722
Total adjustments ---------------- ---------------
Net cash used in operating activities (4,698) (48,609)
---------------- ---------------
Cash flows from financing activities
Distribution from reorganization trust - 45,601
---------------- ---------------
Net cash provided by financing activities - 45,601
---------------- ---------------
Net decrease in cash and cash equivalents (4,698) (3,008)
Cash and cash equivalents at beginning of period 759,216 784,800
---------------- ---------------
Cash and cash equivalents at end of period $ 754,518 $ 781,792
================ ===============
Noncash transactions
Common stock issued in exchange for the cancellation of amount
owed to PGI $ - $ 483,616
================ ===============
Common stock issued in exchange for employment services $ - $ 160,000
================ ===============
The accompanying notes are an integral part of these condensed financial
statements.
891842.2
-5-
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Condensed Statements
September 30, 1999 and December 31, 1998
- --------------------------------------------------------------------------------
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. Also, see Note 8.
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. 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 1998 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.
891842.2
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Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Condensed Statements
September 30, 1999 and December 31, 1998
- --------------------------------------------------------------------------------
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.
At September 30, 1999 and December 13, 1998, it was estimated that the
Company had adjusted tax net operating loss carryforwards and future
deductions of approximately $177.6 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 September
30, 1999 and December 31, 1998, the Company had Alternative Minimum Tax
(AMT) loss carryforwards of approximately $153.9 million, which will
begin to expire in the year 2002. The Company also had approximately
$3.2 million and $7.7 million in tax credit carryforwards at September
30, 1999 and December 31, 1998, respectively. At the current tax rates,
the taxable income equivalent of the credit carryforwards was
approximately $9.4 million and $22.7 million, respectively.
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 5).
At September 30, 1999 and December 31, 1998, the Company had deferred
tax liabilities of $9,567 and $11,967, respectively, as a result of a
compensation expense temporary difference, associated with the stock
issued to Mr. Handel (see Note 7). Additionally, any deferred tax asset
recorded to recognize the tax net operating loss carryforwards would be
subject to a full
891842.2
-7-
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Condensed Statements
September 30, 1999 and December 31, 1998
- --------------------------------------------------------------------------------
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.
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 $177.6 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. PGI Indebtedness
On March 9, 1998, the Company issued 778,644 shares of its $.01 par
value common stock in exchange for the cancellation of the amount owed
to PGI as of February 10, 1998. The exchange value of $.6211/share was
determined using the weighted average of the closing prices of the
Company's common stock for the 30-day period prior to February 20, 1998,
the date of the agreement.
891842.2
-8-
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Condensed Statements
September 30, 1999 and December 31, 1998
- --------------------------------------------------------------------------------
7. 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 will vest in an additional 20 percent of the shares each year
over the succeeding four anniversaries of the Agreement.
The estimated market value of the stock award was $160,000 or $.32 per
share. The Company will incur compensation expense based on the vesting
terms included in the Agreement. For the nine months ended September 30,
1999 and 1998, the Company recognized compensation expense of $23,934
and $36,997, plus related taxes, respectively, in connection with this
stock award, which is included in administrative expenses in the
condensed financial statements.
8. Distribution from Ranger Industries, Inc.'s Reorganization Trust
As described in Note 1, the Reorganization Trust made what was expected
to be its final distribution to creditors on May 29, 1996. In August
1998, however, the Company received an additional distribution of
$45,601 from the former trustee of the Reorganization Trust. This amount
has been reflected as an adjustment to the original capitalization of
the Company and, accordingly, is included in capital in excess of par
value at December 31, 1998.
891842.2
-9-
PART I - FINANCIAL INFORMATION (cont'd)
Item 2. Plan of Operation.
The following discussion should be read in conjunction with the
Financial Statements, including the Notes thereto.
As a result of the receipt of approximately $802,000 of
bankruptcy claim recovery in the last quarter of 1997, approximately $45,600
from the Reorganization Trust (see Note 1, Organization, in the Condensed
Financial Statements included in this Report) in the third quarter of 1998 and
approximately $47,500 of bankruptcy claim recovery in the second quarter of
1999, the Registrant has sufficient liquidity to meet its current operating
expenses for the foreseeable future. The Registrant's cash on hand was
approximately $755,000 as of September 30, 1999, and the Registrant's projected
cash operating costs and expenses, net of interest income and bankruptcy claim
recovery, for the fiscal year ending December 31, 1999 are approximately
$40,000. 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 (i) a remainder interest in the Product Liability
Trust and (ii) the possible utility of net operating loss carryforwards ("NOLs")
of approximately $178 million as of September 30, 1999. See Note 4, Income
Taxes, in the Condensed Financial Statements included in this Report. The NOLs
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.
Year 2000 Issues. The Registrant does not use a computer to
maintain its financial records at this time. The Registrant therefore (i)
considers itself ready to deal with the transition to the year 2000; (ii)
expects to bear no significant costs associated with addressing the Year 2000
problem; and (iii) believes that its Year 2000 issues present it with no
material risks. The Registrant cannot be certain that BankBoston, the bank where
most of the Registrant's cash is kept in the form of accounts, will be free from
Year 2000 difficulties. The Registrant believes, however, that those accounts
are safe from any material risk associated with the Year 2000 problem. Because
the Registrant has no operations and does not use a computer to maintain its
financial records, the Registrant has not considered it necessary to make
contingency plans for dealing with the Year 2000 problem and it has not done so.
891842.2
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K: None.
891842.2
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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: November 11, 1999 By: /s/ MORTON E. HANDEL
---------------------------------
Morton E. Handel
President, Chief Executive Officer
and Acting Chief Financial
Officer
891842.2