UNITED STATES 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 June 30, 2003
OR
( ) 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
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RANGER INDUSTRIES, INC.
------------------------
Exact name of Small Business Issuer as specified in its charter
Connecticut 06-0768904
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State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
3400 82nd Way North, St. Petersburg, FL 33710
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Address of principal executive offices Zip Code
Small Business Issuer's telephone number, including area code: (727) 381-4904
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Former name, former address and former fiscal year, if changed since last
report:
Indicate by check mark whether Ranger (1) has filed all annual, quarterly and
other 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 Ranger was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
--- ---
The number of shares outstanding of each of the issuer's classes of common
stock, as of August 8, 2003, were 15,610,463 shares, $0.01 par value.
RANGER INDUSTRIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED BALANCE SHEETS
PART I. FINANCIAL INFORMATION
ASSETS
June 30, 2003 December 31,
(Unaudited) 2002
----------- -----------
Current assets:
Cash and cash equivalents $ 2,746 $ 48,581
Restricted cash and cash equivalents -- 8,500,000
Marketable equity securities 1,355 1,310
Account receivable 30,000 --
Accrued interest receivable -- 17,419
Other current assets 4,873 --
----------- -----------
Total current assets 38,974 8,567,310
Property and equipment, net of accumulated depreciation of $4,849
in 2003 and $3,752 in 2002 6,129 7,227
Investment in oil and gas properties 616,550 616,550
----------- -----------
$ 661,653 $ 9,191,087
=========== ===========
LIABILITES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable, bank $ -- $ 8,500,000
Accounts payable 37,052 23,035
Accrued expenses 31,263 66,459
Due to related parties 107,558 68,993
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Total current liabilities 175,873 8,658,487
Other liabilities 100,000 100,000
Due to related parties 671,335 614,239
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947,208 9,372,726
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Minority interest -- --
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Stockholders' equity:
Common stock, $.01 par value, 20,000,000 shares authorized;
19,998,644 shares issued; 15,610,463 shares outstanding 199,986 199,986
Additional paid-in-capital 9,487,981 9,487,981
Deficit accumulated during development stage (1,197,253) (1,093,032)
Less treasury stock (4,388,181 shares at cost) (8,776,362) (8,776,362)
Other comprehensive income 93 (212)
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(285,555) (181,639)
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$ 661,653 $ 9,191,087
=========== ===========
See notes to condensed consolidated financial statements.
1
RANGER INDUSTRIES, INC. AND SUBSIDARIES
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Six Three Six
Months Months Months Months From Inception
Ended Ended Ended Ended (March 18, 1998)
------------ ------------ ------------ ------------- through
June 30, 2003 June 30, 2002 June 30, 2003
----------------------------- ------------------------------ -------------
Revenues $ -- $ 50,000 $ -- $ -- $ 200,000
------------ ------------ ------------ ------------ ------------
Operating costs and expenses:
Loss on investment in oil and
gas activities -- -- -- -- 156,130
Administrative 15,576 22,988 15,439 24,424 140,559
Salaries and wages 30,000 60,000 32,000 62,000 350,000
Stock-based compensation -- -- -- -- 19,919
Consulting and professional fees 13,234 33,816 23,504 44,983 343,994
------------ ------------ ------------ ------------ ------------
Total operating expenses 58,810 116,804 70,943 131,407 1,010,602
------------ ------------ ------------ ------------ ------------
Other income and (expense):
Interest income 10,850 46,829 119,104 211,802 774,398
Interest expense (22,756) (91,526) -- -- (1,160,523)
Other income (expense) (110) 7,280 (168,755) (310,198) (114,245)
Gain on extinguishment of debt -- -- -- -- 101,719
------------ ------------ ------------ ------------ ------------
(12,016) (37,417) (49,651) (98,396) (398,651)
------------ ------------ ------------ ------------ ------------
Loss before income taxes (70,826) (104,221) (120,594) (229,803) (1,209,253)
Income tax expense -- -- -- -- --
Minority interest in loss on joint
venture -- -- -- -- 12,000
------------ ------------ ------------ ------------ ------------
Net loss ($ 70,826) ($ 104,221) ($ 120,594) ($ 229,803) ($ 1,197,253)
============ ============ ============ ============ ============
Basic and diluted loss per share ($ .005) ($ .007) ($ .008) ($ .015) ($ .148)
============ ============ ============ ============ ============
Weighted average shares
outstanding, basic and diluted 15,610,463 15,610,463 15,610,463 15,610,463 8,075,599
============ ============ ============ ============ ============
See notes to condensed consolidated financial statements.
2
RANGER INDUSTRIES, INC. AND SUBSIDARIES
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months From Inception
Ended June 30, (March 18, 1998)
----------------------------- through
2003 2002 June 30, 2003
------------ ------------ -------------
Cash flows from operating activities:
Net loss ($ 104,221) ($ 229,803) ($ 1,197,253)
------------ ------------ ------------
Adjustments to reconcile net loss to net cash flows
from operating activities:
Gain on extinguishment of debt -- -- (101,719)
Loss on sale of marketable equity securities 266 -- 36,607
Stock-based compensation -- -- 19,919
Depreciation 1,098 915 4,849
Minority interest in loss of joint venture -- -- (12,000)
Change in assets and liabilities:
Account receivable (30,000) -- (30,000)
Prepaid expenses (1,391) (26,690) 33,629
Accrued interest receivable 17,419 -- 40,922
Accounts payable and accrued expenses (21,182) (29,855) (412,942)
------------ ------------ ------------
Total adjustments (33,790) (55,630) (420,735)
------------ ------------ ------------
Net cash flows from operating activities (138,011) (85,433) (1,617,988)
------------ ------------ ------------
Cash flows from investing activities:
Acquisition of marketable equity securities (8,235) (19,847) (348,416)
Proceeds from sale of marketable equity securities 8,232 -- 310,550
Acquisition of property and equipment (3,482) (2,742) (14,460)
Acquisition of oil and gas properties -- (53,488) (504,550)
Cash acquired in business combination -- -- 10,233,478
Proceeds from restricted certificate of deposit 8,500,000 -- 8,500,000
Purchase of restricted certificate deposit -- -- (8,500,000)
------------ ------------ ------------
Net cash flows from investing activities 8,496,515 (76,077) 9,676,602
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from issuance of stock -- -- 1
Proceeds from note payable, bank -- -- 8,500,000
Payment of note payable, bank (8,500,000) -- (8,500,000)
Acquisition of treasury shares -- -- (8,776,362)
Advances from related party 95,661 278,710 720,493
------------ ------------ ------------
Net cash flows from financing activities (8,404,339) 278,710 (8,055,868)
------------ ------------ ------------
Net change in cash and cash equivalents (45,835) (82,800) 2,746
Cash and cash equivalents at beginning of period 48,581 101,234 --
------------ ------------ ------------
Cash and cash equivalents at end of period $ 2,746 $ 18,434 $ 2,746
============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest $ 117,867 $ 314,075 $ 1,110,244
============ ============ ============
See notes to condensed consolidated financial statements.
3
RANGER INDUSTRIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
AND FROM INCEPTION (MARCH 18, 1998) THROUGH JUNE 30, 2003
(UNAUDITED)
1. Nature of business, basis of presentation and summary of significant
accounting policies:
Interim financial statements:
The interim financial statements of Ranger Industries, Inc. and
Subsidiaries which are included herein are unaudited and have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. In the
opinion of management, these interim financial statements include all the
necessary adjustments to fairly present the results of the interim periods,
and all such adjustments are of a normal recurring nature. The interim
results reflected in the accompanying financial statements are not
necessarily indicative of the results of operations for a full fiscal year.
Nature of business and basis of presentation:
Bumgarner Enterprises, Inc. ("Bumgarner" or the "Company") was incorporated
under the laws of the State of Florida in March 1998. There was no
significant business activity from inception through October 2000. Since
October 2000, the Company acquired assets in the oil and gas industry
through joint venture investments and has subsequently pursued exploration
and development of those and other similar properties.
In February 2001, Bumgarner merged with Ranger Industries, Inc.'s
("Ranger") subsidiary (BEI Acquisition Corporation) in consideration of
Ranger's issuance of 14,720,000 shares for 100% of Bumgarner's issued and
outstanding stock. This transaction was accounted for in accordance with
reverse acquisition accounting principles as though it were a
re-capitalization of Bumgarner and a sale of shares by Bumgarner in
exchange for the net assets of Ranger. In February 2001, Bumgarner
completed a tender offer for 4,225,000 shares of Ranger common stock at
$2.00 per share. Simultaneously, Bumgarner acquired an additional 163,181
shares pursuant to the terms of a related merger and acquisition agreement.
The acquisition was financed through a bank loan in the amount of
$8,500,000, which was collateralized by an equivalent amount in cash and
cash equivalents.
In May 2003, the Company incorporated Ranger Oil & Gas AR, Inc. ("Ranger
O&G"), a wholly-owned subsidiary, whose primary purpose is oil and gas
exploration, development, and production in Arkansas. Ranger O&G is
currently inactive.
4
RANGER INDUSTRIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
AND FROM INCEPTION (MARCH 18, 1998) THROUGH JUNE 30, 2003
(UNAUDITED)
1. Nature of business, basis of presentation and summary of significant
accounting policies (continued):
Recent accounting pronouncements:
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. The statement amends and
clarifies accounting and reporting for derivative instruments, including
certain derivative instruments embedded in other contracts, and hedging
activities. This statement is designed to improve financial reporting such
that contracts with comparable characteristics are accounted for similarly.
The statement, which is generally effective for contracts entered into or
modified after June 30, 2003, is not anticipated to have a significant
effect on the Company's financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. This
statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. This statement is effective for financial instruments entered into
or modified after May 31, 2003, and is otherwise effective at the beginning
of the first interim period beginning after June 15, 2003. The Company
currently has no such financial instruments outstanding or under
consideration and therefore adoption of this standard currently has no
financial reporting implications.
In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation
of Valuable Interest Entities. This interpretation clarifies rules relating
to consolidation where entities are controlled by means other than a
majority voting interest and instances in which equity investors do not
bear the residual economic risks. This interpretation is effective
immediately for variable interest entities created after January 31, 2003
and for interim periods beginning after June 15, 2003 for interests
acquired prior to February 1, 2003. The Company currently has no ownership
in variable interest entities and therefore adoption of this standard
currently has no financial reporting implications.
5
RANGER INDUSTRIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
AND FROM INCEPTION (MARCH 18, 1998) THROUGH JUNE 30, 2003
(UNAUDITED)
2. Related party transactions:
Due to related parties:
Due to related parties of $107,558 and $671,335, current and long-term
respectively, represent unsecured advances from the President of the
Company and entities affiliated through partial common ownership or
control. These advances generally bear interest at 8% and mature December
31, 2004. Interest expense on these related party advances aggregated
approximately $23,500 and $11,000 for the six months ended June 30, 2003
and 2002, respectively. Of these amounts, $157,558 represents accrued
payroll to the President as of June 30, 2003. Payment of $50,000 of the
accrued payroll has been deferred to December 31, 2004 with the remainder
of $107,558 due on demand.
3. Income taxes:
Income tax expense consists of the following for the six months ended June
30:
2003 2002
-------- ---------
Deferred tax benefit of operating
loss carryforward $ 40,000 $ 85,000
Increase in valuation allowance (40,000) (85,000)
-------- ---------
Income tax expense $ - $ -
======== =========
Income tax expense differs from that which would result from applying
statutory tax rates to pre-tax loss due to the increase in the valuation
allowance.
Deferred tax assets consist of the deferred tax benefit from the operating
loss carryforward of $450,000 reduced by a $450,000 valuation allowance
since management cannot presently determine that it is more likely than not
that such deferred tax assets will be realized. Net operating loss
carryforwards of approximately $1,200,000 expire 2020 through 2023.
6
ITEM 2. Management's Discussion and Analysis or Plan of Operation
----------------------------------------------------------
The following discussion should be read in conjunction with Item 1 above,
and the Financial Statements, including the Notes thereto. The following
discussion should also be read in conjunction with the financial statements and
the Plan of Operations contained in the report on Form 10-KSB Ranger Industries,
Inc. ("Ranger") filed with the Securities and Exchange Commission for the year
ended December 31, 2002 (our "Annual Report"). Ranger has had no revenues from
its primary business activities in either of its two most recent fiscal years or
the subsequent fiscal quarter. Consequently Ranger is providing a Plan of
Operations as required by Item 303(a) of Regulation S-B in lieu of a
Management's Discussion and Analysis.
Plan of Operations
------------------
Background. Prior to its acquisition of Bumgarner through a merger that occurred
in February 2001, Ranger did not have any business activity. At the time of that
merger, Ranger's financial resources were solely its cash on hand.
As described more completely in our Annual Report, Ranger's business activities
changed in February 2001 when it acquired Bumgarner. Bumgarner had acquired a
74.415% interest in the Henryetta Joint Venture and in December 2001 commenced
participation in the OK'ee Mac Joint Venture, in each case with the same
affiliated company. In addition to its primary business activities, Ranger has
engaged in consulting activities that resulted in revenues of $150,000 in 2001,
no revenues during 2002 and $50,000 for the six months ended June 30, 2003.
In May 2003, the Company incorporated Ranger Oil & Gas AR, Inc. ("Ranger O&G"),
a wholly-owned subsidiary whose primary purpose is oil and gas exploration,
development and production in Arkansas. Ranger O&G is currently inactive.
Anticipated Operations in 2003. Ranger's principal goal during 2003 is to
provide the Joint Ventures and Ranger O&G with sufficient capital so that they
can achieve their lease acquisition and drilling objectives. At June 30, 2003,
however, Ranger has insufficient available working capital to accomplish these
objectives, as described in the following table:
------------------------------------------------------
Liquid Assets $ 2,746
------------------------------------------------------
Current Assets $ 38,974
------------------------------------------------------
Current Liabilities $175,873
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Working Capital Deficit ($136,899)
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7
Ranger has generated losses since inception and has not yet generated
revenues from its primary business activities. Currently management can control
expenses and has drastically curtailed expenditures and drilling activities
until such time as funding can be obtained. If Ranger does not achieve any
funding, Ranger will only finance its administrative activities; Ranger believes
it has adequate resources to fund administrative costs at these reduced levels
at least through July 2004, principally through related party borrowings. The
Company paid the $8,500,000 note payable in February 2003 and consequently will
reduce future net interest expense by approximately $180,000 in 2003. Ranger is
actively seeking to acquire funding in excess of $2,000,000 to permit the
Company to actively resume development of oil and gas properties in Henryetta
Joint Venture and to resume acquisition of leases and exploratory development
operations with OK'ee Mac Joint Venture. Without funding and successful drilling
of one or more wells capable of producing oil and gas in commercial quantities
or the acquisition of producing wells, it is not likely that Ranger will be able
to achieve positive cash flow. As described in previous reports, the Company has
been seeking such funding for more than a year, and there can be no assurance
that the Company will be able to obtain any such funding on reasonable terms, if
at all.
Ranger performed a consulting engagement for an unaffiliated party in the
first quarter of 2003 and earned a fee of $50,000. As an interim measure,
pending adequate financing to pursue our contemplated oil and gas activities, we
may seek and perform additional consulting activities.
Based on its engineering analysis of geological data, Ranger believes that,
through the Henryetta and OK'ee Mac Joint Ventures, it has oil and gas resources
that merit the expenditures planned by the Company for development of these
properties. Ranger notes that its director who was operating the Henryetta and
OK'ee Mac Joint Ventures passed away following the end of the first quarter.
Although we do not expect that this will have a negative impact on our ability
to realize value from these properties should we obtain adequate financing to do
so, we are still attempting to analyze the impact of Mr. Shultz' death on our
prospective operations.
Management is pursuing several opportunities for funding including several
merger opportunities and lending arrangements, any one of which, if successful,
can be expected to produce the cash required to undertake the drilling necessary
to produce oil and gas from the proved reserves reflected in the geological
surveys. In addition, management is actively involved in several business
consulting opportunities which may yield revenues sufficient to support an
increased level of operating costs in 2003. Although management has not been
successful in completing any of these activities to date, management continues
to believe it will be successful, there can be no assurances that the Company
will achieve its objectives in these financing and consulting endeavors.
8
Note of Caution Regarding Forward-looking Statements: This report on Form
10-QSB, including the information incorporated by reference herein, contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Certain statements contained in this report using
the term "may", "expects to", and other terms denoting future possibilities, are
forward looking statements. These statements include, but are not limited to,
those statements relating to development of new products, the financial
condition of Ranger (including its lack of working capital and negative cash
flow). The accuracy of these statements cannot be guaranteed as they are subject
to a variety of risks that are beyond Ranger's ability to predict or control and
which may cause actual results to differ materially from the projections or
estimates contained herein. The business and economic risks faced by Ranger and
Ranger's actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors as described herein.
Item 3. CONTROLS AND PROCEDURES
As required by Rule 13a-15(e) under the Securities Exchange Act of
1934, as of the end of the period covered by the report, the Company
carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. This
evaluation was carried out under the supervision and with the
participation of the Company's management, the person serving as the
Company's Chairman/Chief Executive Officer/Principal Financial and
Accounting Officer, who concluded that the Company's disclosure
controls and procedures are effective. There have been no significant
changes in the Company's internal controls or in other factors, which
could significantly affect internal controls subsequent to the date
the Company carried out its evaluation.
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed
in the Company reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required
to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's
Chief Executive Officer/Principal Financial Officer as appropriate, to
allow timely decisions regarding required disclosure.
9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
There are no material pending legal or regulatory proceedings against
Ranger, and it is not aware of any that are known to be contemplated.
Item 2. Changes in Securities and Use of Proceeds.
------------------------------------------
None.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was submitted during the first or second quarters of the fiscal
year covered by this report to a vote of security holders, through the
solicitation of proxies or otherwise.
Item 5. Other Information.
------------------
None.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
15. Letter from Aidman Piser & Company, P.A. dated August
8, 2003 on Interim Unaudited Financial Information
31. Certification Pursuant To Sarbanes-Oxley Section 302
32. Certification Pursuant To 18 U.S.C. Section 1350 (*)
* A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
(b) Reports on Form 8-K:
none
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Ranger
Industries, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 8, 2003 /s/ Charles G. Masters
----------------------------------------------
Charles G. Masters, President,
Principal Executive Officer and
Principal Financial and Accounting Officer
11