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, 1997
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE 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 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 |_|
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 14, 1997
Common Stock, $.01 par value 4,000,000 shares
Transitional Small Business Disclosure Format (check one):
Yes |_| No |X|
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 1997 and December 31, 1996
(See Accountants' Review Report)
----------
ASSETS
(Unaudited)
March 31, December 31,
1997 1996
----------- -----------
Current assets:
Cash and equivalents $ 3,571 $ 43,009
Bad debt recoveries receivable 2,931 2,931
Prepaid expenses 26,250 1,044
----------- -----------
Total assets $ 32,752 $ 46,984
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities $ 103,121 $ 68,336
----------- -----------
Total liabilities 103,121 68,336
----------- -----------
Contingencies
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 (1,095,369) (1,046,352)
----------- -----------
Total stockholders' (deficit) (70,369) (21,352)
----------- -----------
Total liabilities and stockholders' (deficit) $ 32,752 $ 46,984
=========== ===========
The accompanying notes are an integral part
of the condensed consolidated financial statements.
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED DEFICIT
for the quarters ended March 31, 1997 and 1996
(Unaudited - See Accountants' Review Report)
----------
1997 1996
----------- -----------
Net sales $ -- $ --
----------- -----------
Operating costs and expenses:
Administrative expenses 49,024 36,057
Interest income 7 429
----------- -----------
Loss before income taxes (49,017) (35,628)
Provision for income taxes -- --
----------- -----------
Net loss $ (49,017) $ (35,628)
=========== ===========
Net loss per share $ (.01) $ (.01)
=========== ===========
The accompanying notes are an integral part
of the condensed consolidated financial statements.
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 1997 and 1996
(Unaudited - See Accountants' Review Report)
----------
1997 1996
----------- -----------
Cash flows from operating activities:
Net loss $ (49,017) $ (35,628)
----------- -----------
Adjustments to reconcile net loss to net cash used
in operating activities:
Receivable from the Reorganization Trust -- 469
Prepaid expenses (25,206) 8,750
Accounts payable and accrued liabilities 34,785 (36,337)
Payable to the Reorganization Trust -- 30,000
----------- -----------
Total adjustments 9,579 2,882
----------- -----------
Net cash used in operating activities (39,438) (32,746)
Cash and cash equivalents at beginning of period 43,009 67,280
----------- -----------
Cash and cash equivalents at end of period $ 3,571 $ 34,534
=========== ===========
The accompanying notes are an integral part
of the condensed consolidated financial statements.
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - See Accountants' Review 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.
On May 29, 1996, the Reorganization Trust made its final cash distribution
to creditors and was terminated by Order of the Bankruptcy Court on August
27, 1996.
The Product Liability Trust continues to process and liquidate certain
product liability related claims. Pursuant to the terms of the Product
Liability Trust Agreement, upon the earlier of (a) February 28, 2020, or
(b) 30 days after the Bankruptcy Court approves the termination of the
Product Liability Trust, after distribution of all of its assets, any
residual funds will revert to the Company, as Grantor of the Trust.
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Review Report)
----------
1. Organization, Continued:
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.
2. 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.
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.
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Review Report)
----------
3. Income Taxes, 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 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.
At March 31, 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 March 31, 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 4).
At March 31, 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 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.
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Review 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 $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
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.
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Review Report)
----------
5. Related Party Transactions:
The Company has entered into an Agreement with M.D. Sass Associates, Inc.
("SASS"), of which James B. Rubin is Senior Managing Director,
under which SASS 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, 1997 and 1996. At March 31, 1997 and December 31,
1996, $16,000 and $11,200, respectively, was owed to SASS in connection
with this agreement.
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. At March 31, 1997 and December 31, 1996, $45,806 and
$32,112, respectively, was owed to Mr. Rubin in connection with this
salary agreement.
6. 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 original capitalization of the Company and
accordingly, is included in capital in excess of par value at December 31,
1996.
7. 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.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview
This discussion should be read in conjunction with the Consolidation
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 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. Because of the Company's limited capital, absence of operations, including
its limited number of employees, and an expected inability to make material
borrowings, the Company's ability to accomplish its goals of acqiring other
businesses may depend upon its ability to attract outside investors willing to
invest in the Company. Accordingly, the Company is seeking one or more
individuals or entities ("Investors") will to invest in the Company in
consideration for less than 50% of the Company's common stock, par value $.01
per share (the "Common Stock"). Although such a transaction could result in the
issuance of not more than four million additional shares of Common Stock, and a
substantial dilution of the percentage equity interest of other holders of the
Common Stock, management continues to believe that the company's 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 acquire other businesses successfully. Management
further believes that the utilization of the Company's net operating and other
tax loss carryforwards should help it to achieve its long-term potential.
However, the Company's inability to identify Investors and suitable
acquisitions, coupled with the Company's lack of liquidity and restrictions on
the use of the tax loss carryforwards, has made it difficult for the Company to
make use of the tax loss carryforwards.
The Company did not issue any shares of the Common Stock to any Investors
in the first quarter of 1997. Since the Department of the Treasury promulgated
Treasury Regulations on January 6, 1992 that 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
In connection with the Plan, the Bankruptcy Court approved the
establishment of the Reorganization Trust and the Product Liability Trust (the
"Trusts"). Concurrently with the creation of these 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 was the primary vehicle for distributions under
the Plan. The Reorganization Trust completed all of its distributions and was
terminated by order of the Bankruptcy Court on August 27, 1996.
The Product Liability Trust processes and liquidates product liability
claims arising out of events that have taken place, or will take place, on or
after May 15, 1990 and makes distributions to holders of settled or adjudicated
claims. The trust contains assets of approximately $11.4 million as of December
31, 1996. Pursuant to the terms of the Product Liability Trust, upon the earlier
of (a) February 28, 2020, or (b) 30 days after the Bankruptcy Court approves the
termination of the Product Liability Trust after distribution of all its assets,
any residual funds remaining in the Product Liability Trust will be distributed
to Ranger. Stewart J. Kahn was the trustee of the Reorganization Trust and was
appointed the successor trustee of the Product Liability Trust on July 15, 1996,
replacing Bruce W. Strausberg, the initial trustee. At the Company's request,
Mr. Kahn has undertaken an evaluation of the claims history of the Product
Liability Trust. Based on that evaluation and other analyses to be conducted by
the Company, the Company may request termination of the Product Liability Trust
earlier than originally scheduled or seek a partial distribution of its assets;
provided, however, there can be no assurance that the Company will make such
request or the timing of doing so, or if the Company does, that it will be
successful in doing so.
The Company is a net user of cash, and its projected operating costs and
expenses for fiscal year 1997 are approximately $100,000, including the costs
associated with soliciting proxies and holding an annual meeting of
shareholders. A portion of the expenses for the annual meeting will be advanced
to Ranger by Pure Group, Inc., a shareholder of the Company. See Part II, Item
1. "Legal Proceedings." The Company's cash on hand was approximately $3,571 as
of March 31, 1997. The remainder interest, if any, in the Product Liability
Trust, is currently the Company's only potential source of cash. The Company has
no existing credit lines or commitments from any lenders. Management is
evaluating whether there are any sources of financing available to the Company.
Accordingly, unless it developes additional sources of funds or attracts
Investors, the Company will not have sufficient capital to operate beyond the
first six-months of 1997.
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 1997.
Changes in Financial Condition
The Company's financial condition is set forth in the Balance Sheet as of
March 31, 1997. See "Overview" and the discussion of "Liquidity and Capital
Resources" immediately above for an overview of the financial condition of
Ranger at March 31, 1997.
Results of Operations
Results of operations for March 31, 1997 reflect the fact that the Company
is dependent on its ability to attract Investors.
Three Months Ended March 31, 1997
During the first quarter of 1997, the Company had no net sales as it
continued to pursue Investors but had interest income of $7 compared to $429 for
the first quarter of 1996. During this period, operating costs and expenses,
principally administrative expenses, were $49,024 compared to $36,057 for the
same period ending March 31, 1996. Operating costs exceeded income resulting in
a net loss of $49,017 for the three months ended March 31, 1997 as compared to a
net loss of $35,628 for the three months ended March 31, 1996.
PART II
OTHER INFORMATION
Item 1. Legal proceedings
On April 9, 1997, Pure Group, Inc. ("PGI") filed a complaint in the
Superior Court, Judicial District of Fairfield, Connecticut against the Company
and its directors. In its complaint PGI states that it holds approximately 3.8%
of the Common Stock. The complaint sought a court order that an annual meeting
of shareholders be held, that a list of shareholders be provided to PGI, and
that other specified information be provided to PGI. On April 28, 1997, the
Company entered into a settlement with PGI regarding the above demands. Among
other things, the settlement requires the Company to hold an annual meeting of
shareholders on July 29, 1997 and requires PGI to advance to Ranger the
reasonable costs of preparing a notice to shareholders and related fees for the
annual meeting.
Item 5. Other Information
On January 6, 1992 the Department of the Treasury promulgated new Treasury
Regulations. These regulations intnerpret 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 bankruputcy
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.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -- The exhibits to this report are located on page E-1 hereto and
are hereby incorporated by reference.
(b) Reports on Form 8-K:
None.
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, 1997 By: /s/ James B. Rubin
-------------------------------
James B. Rubin, President,
Chief Executive Officer, and
Acting Chief Financial Officer
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 party
hereof as of their respective dates.
Exhibit
No. Description
- ------- -----------
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))
11 Computation of earnings per share.
15 Report of Independent Accountants.
27 Financial Data Schedule