SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1998 Commission File No. 0-3417
CENCOR, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-0914033
(State of other jurisdiction (I.R.S. Employer Identification
of Incorporation or Organization Number)
1100 Main Street, Suite 416A
Post Office Box 26098
Kansas City, Missouri 64196
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (816) 221-5833
Indicate by check mark whether the registrant: (1) has 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
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes X No
As of July 16, 1998 CenCor, Inc. had 1,341,671 shares of Common
Stock, $1.00 par value outstanding with a market value of
$7,316,132.
CENCOR, INC.
FORM 10-Q
QUARTER ENDED June 30, 1998
INDEX
Item Page
PART I
1. Financial Statements and Supplementary Data 1
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II
1. Legal Proceedings 22
2. Change in Securities 22
3. Defaults Upon Senior Securities 22
4. Submission of Matters to a Vote of Security
Holders 22
5. Other Information 22
6. Exhibits and Reports on Form 8-K 22
7. Signatures 23
Part I
Item I Financial Statements
The Company's Financial Statements are set forth herein, beginning
on the following page.
(The remainder of this page is intentionally blank.)
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Net Assets in Liquidation
June 30, December 31,
1998 1998
(Unaudited)
Assets:
Cash and cash equivalents $ 4,059,000 $11,248,000
Other assets 6,380,000 6,182,000
Total assets 10,439,000 17,430,000
Liabilities:
Accounts payable and accrued liabilities 464,000 432,000
Partial liquidating distribution payable 63,000 7,225,000
Total liabilities 527,000 7,657,000
Net assets in liquidation $ 9,912,000 9,773,000
Number of common shares outstanding 1,350,384 1,350,384
Net assets in liquidation per share $ 7.34 $ 7.24
See accompanying notes.
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Net Assets in Liquidation
For the Six Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
Net assets in liquidation $ 9,773,000 $ 17,394,000
December 31, 1997 and 1996
Income from liquidating activities 340,000 626,000
Investment income 6,000 --
Other income 346,000 626,000
Expenses from liquidating activities
Salaries and related benefits 104,000 507,000
Interest expenses -- 709,000
Professional fees 103,000 --
Other expenses -- 97,000
207,000 1,313,000
Increase (decrease) in net assets in
liquidation 139,000 <687,000>
Net assets in liquidation,
June 30, 1998 and 1997 $ 9,912,000 $ 16,707,000
See accompanying notes.
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Changes in Net Assets in Liquidation
For the Three Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
Net assets in liquidation,
March 31, 1998 and 1997 $ 9,846,000 $17,457,000
Income from liquidating activities
Investment income 138,000 315,000
Other Income 54,000 6,000
192,000 321,000
Expenses from liquidating activities
Salaries and related benefits 53,000 435,000
Interest expense -- 572,000
Professional fees 73,000 --
Other expenses -- 64,000
126,000 1,071,000
Increase in net assets in liquidation 66,000 <750,000>
Net assets in liquidation,
June 30, 1998 and 1997 $ 9,912,000 $ 16,707,000
See accompanying notes.
CenCor, Inc.
(In Process of Liquidation)
Notes to Consolidated Financial Statements
June 30, 1998
1. Summary of Significant Accounting Policies
Basis of Presentation and Plan of Liquidation
The accompanying consolidated financial statements include accounts
of CenCor, Inc. and its wholly-owned subsidiary Century Acceptance
Corporation ("Century") (collectively, "the Company"). Effective
June 30, 1995, the Company sold substantially all of the assets
of Century, its then only operating subsidiary. Since the date of
the sale of Century, the Company has had no ongoing operations. As
a result, the Company has changed its basis of accounting from going
concern basis to liquidation basis.
As a result of Board of Directors' intent as of December 31, 1995,
the Company adopted a Plan of Dissolution and Liquidation (the "Plan
of Liquidation"). In connection with the Plan of Liquidation, the
officers and director of CenCor are authorized to (i) dissolve CenCor,
including the execution and filing of a Certificate of Dissolution
with the Secretary of State of Delaware, (ii) wind up CenCor's affairs,
including satisfaction of all liabilities and long-term debt of CenCor
and (iii) liquidate CenCor's assets on a pro rata basis in accordance
with the respective interests of its common stockholders. The
Company's stockholders approved the Plan of Liquidation on September
12, 1996 at the Company's annual meeting of stockholders. CenCor is
expected to be fully liquidated by October 1999.
Generally accepted accounting principles require the adjustment
of assets and liabilities to estimated fair value under the
liquidation basis of accounting. Accordingly, the statement of
net assets in liquidation at June 30, 1998 and December 31, 1997
reflects assets and liabilities on this basis. Adjustments for
changes in estimated liquidation value are recognized currently.
Estimated costs of liquidation have not been provided since such
costs are not able to be estimated.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles under the liquidation
basis of accounting requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
significantly from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash, money market accounts,
and short-term government or government agency instruments.
Fair Values of Assets and Liabilities
The following methods and assumptions were used by the Company in
estimating the liquidation value of its assets and liabilities:
Cash and Cash Equivalents: The carrying amount reported in
the statement of net assets in liquidation for cash and cash
equivalents approximates their fair value.
Other Assets: The Company's other assets are reported in
the statement of net assets in liquidation at their fair value.
Accounts Payable and Accrued Liabilities: The carrying
amount reported in the statement of net assets in liquidation for
accounts payable and accrued liabilities approximates their fair
value.
Partial liquidating distribution payable: The carrying
amount reported in the statement of net assets in liquidation
approximates the fair value of the partial liquidating distribution
payable.
2. Other Assets
An escrow account was established in accordance with the provisions of the
agreement pertaining to the sale of Century's assets in order to secure
certain indemnification obligations of Century and CenCor to the buyer,
Fidelity Acceptance Corporation ("Fidelity"), that ran through July 1, 1998.
Such amount, including accrued interest, ($5,627,000 and $5,549,000 at June
30, 1998 and December 31, 1997, respectively) is included in other assets.
On December 12, 1997, Fidelity asserted indemnification claims of
approximately $2.5 million against the escrow account. Fidelity's claims
were based upon two claims by a third party against Fidelity, as Century's
successor in interest. The third party's claims against Fidelity relate to
amounts due for reserves that were to be established by Century under certain
agreements with the third party. Fidelity has recently released one of its
claims leaving a single indemnification of approximately $2.3 million against
the escrow account.
The remaining claim by the third party relates to an alleged $2.3 million
second reserve account. Century has advised Fidelity and the third party
that neither Century nor any of its subsidiaries held any other deposits or
reserves for the third party. While the Company has agreed to indemnify
Fidelity in this matter, the Company believes this claim of the third party
is without merit and is actively defending the third party claim.
During July and August of 1998, the Company received approximately $3.3 million
of the escrow funds and invested the funds in short-term government agency
instruments. As previously mentioned, the Company is actively attempting to
resolve the outstanding claim of approximately $2.3 million in order to obtain
the remaining escrow funds.
As discussed in Note 3, other assets at June 30, 1998 and December 31, 1997
also include a net income tax refund receivable of $600,000 and $595,000,
respectively, from the Company's prior years' federal and state income tax
returns.
At December 31, 1997, a portion of the Company's assets consisted of certain
charged-off receivables obtained in full payment of the accrued interest due
on a subordinated debt of Concorde Careers Colleges, Inc. The receivables,
which consisted of account and notes receivable from students who attended
schools operated by Concorde or its subsidiaries, were assigned to the Company
without recourse with the Company assuming all risk of non-payment of the
receivables. As of December 31, 1997, the Company had collected approximately
$1,046,000 of the total $1,057,000 discharged interest due from the charged-off
receivables. The balance of the discharged interest was collected in January
1998, and the Company has subsequently reassigned the charged-off receivables
to Concorde.
3. Income Taxes
The Company has recently been notified by Internal Revenue Service ("IRS")
that the tentative agreement reached for the proposed adjustments to the
Company's 1990, 1991, and 1992 federal income tax returns has been approved.
The Company is awaiting processing of the approved agreement.
The Company's net operating loss ("NOL") carryforward, for federal income tax
purposes, at June 30, 1998, is approximately $30,000 and the Company's
alternative minimum tax ("AMT") credit carryforward is approximately $577,000.
The NOL carryforward expires on December 31, 2008 and the AMT credit can be
carried forward indefinitely.
Based upon the terms of the approved agreement, the Company has recorded in
other assets a net recoverable for income taxes of $600,000 and $595,000 at
June 30, 1998 and December 31, 1997, respectively.
4. Per Share Information
Net assets in liquidation per common share was computed by dividing net
assets in liquidation by the outstanding shares of common stock at
June 30, 1998 and December 31, 1997.
Effective April 1, 1996, CenCor converted its outstanding non-interest bearing
convertible notes due July 1, 1999 (the "Convertible Notes") in the principal
amount of $11,449,771 into shares of CenCor's common stock at a ratio of one
share of common stock for each $20 principal amount of Convertible Notes. As
a result of the conversion, the holders of the Convertible Notes were entitled
to 572,554 shares of CenCor common stock upon surrender of their Convertible
Notes. The outstanding share amount reflected in the financial statements
assumes all 572,554 shares issued as a result of the conversion of the
Convertible Notes are outsanding. However, as of June 24, 1998,
11,125 shares issuable remain unclaimed by the holders of the Convertible
Notes.
On February 2, 1998, CenCor announced a partial liquidating distribution of
$5.35 per share to shareholders of record on February 16, 1998. On
March 9, 1998 CenCor distributed 7,159,049 to its 1,338,140 outstanding
shareholder of record as of February 16, 1998.
The outstanding shares of stock at February 16, 1998 that received the partial
liquidating distribution on March 9, 1998 did not include 11,713 of common
shares issuable to holders of Convertible Notes who had failed to surrender
their Convertible Notes in exchange for common stock. Subsequently 589 shares
of common stock and the underlying partial liquidating distribution of $5.35
per share have been issued as a result of the surrender of Convertible Notes.
The partial liquidation distribution payable recorded in the financial
statements at June 30, 1998 and December 31, 1997 reflects the partial
liquidating distribution due to the holders of unsurrendered Convertible Notes.
(The remainder of this page is intentionally blank)
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Condition
Sale of Century
Effective June 30, 1995, Century consummated the sale of its
consumer finance business to Fidelity Acceptance Corporation ("Fidelity").
Under the terms of the sale, Century received $128.7 million
for substantially all of its assets. In accordance with the
provisions of the sales agreement, $5 million of the sale
proceeds were placed in escrow to secure certain indemnification
obligations of the Company that expire on July 1, 1998. Fidelity
has made two claims fora total of $48,000 against the escrow, which the
Company did not dispute.
On December 12, 1997, Fidelity asserted indemnification claims of
apprximately $2.5 million against the escrow account. Fidelity's claims were
based upon two claims by a third party against Fidelity, as Century's
successor in interest. The third party's claims against Fidelity relate to
amounts due for reserves that were to be established by Century under certain
agreements with the third party. Fidelity has recently released one of its
claims leaving a single indemnification claim of approximately $2.3 million
against the escrow account.
The remaining claim by the third party relates to an alleged $2.3
million second reserve account. Century has advised Fidelity and the third
party that neither Century nor any of its subsidiaries held any other deposits
or reserves for the third party. While the Company has agreed to indemnify
Fidelity in this matter, the Company belives this claim of the third party is
without merit and is actively defending the third party claim.
During July and August of 1998, the Company received approximately
$3.3 million of the escrow funds and invested the funds in short-term
government agency instruments. As previously mentioned, the Company is
actively attempting to resolve the outstanding claim of approximately $2.3
million in order to obtain the remaining escrow funds.
Plan of Liquidation
With the sale of its consumer finance business, CenCor's
business purpose no longer exists. For that reason, CenCor's
Board of Directors adopted a resolution on January 22, 1996 that
CenCor be liquidated and that the Plan of Liquidation be
submitted to the stockholders for approval. The Company's
Stockholders approved the Plan of Liquidation at the Company's
annual meeting of Stockholders held on September 12, 1996 and a
Certificate of Dissolution was subsequently filed with the State
of Delaware.
Under Delaware law, CenCor will continue as a corporate
entity for three years after the effective date of the
dissolution (October 1, 1996) or for such longer period as the
Delaware Court of Chancery directs in its own discretion, for the
purpose of prosecuting and defending suits by or against CenCor
and winding up the business and affairs of CenCor, but not for
the purpose of continuing the business of CenCor.
The Plan of Liquidation provides that the implementation of
the plan is intended to be completed by October 1, 1999. During
this three year period, CenCor will not engage in any business
activities, except for preserving the value of its assets,
adjusting and winding up its business and affairs, and
distributing its assets in accordance with the Plan of
Liquidation. CenCor's debts and liabilities, whether fixed,
conditioned or contingent, will either be paid as they become due
or provided for.
The Board determined that a partial liquidating distribution of
$5.35 per share would be issued to stockholders of record on February
16, 1998. At such time as the Board has determined that all claims and
liabilities have been identified and paid or provided for, the Board
will determine a record date and issue a final liquidating distribution.
CenCor does not expect this to occur prior to 1999.
During the period of liquidation CenCor's directors and
officers are authorized to implement and carry out the
provisions of the Plan of Liquidation and will receive
compensation for their services. The Board recently determined
that, in addition to the regular directors fees paid to each
member of the Board of Directors, each Director shall receive a
payment equal to $75,000 immediately prior to the final
distribution of the liquidation proceeds to the shareholders
as additional consideration for the performance of
services to the Company. In addition, the Vice President of the
Company will receive a bonus of $100,000 if the officer is still
employed by the Company on the date the Company makes its final
liquidation distribution to its shareholders.
The purpose of the additional
payments is to encourage these individuals to continue
in their service to the Company through the Company's final
liquidation and to recognize the directors for their past
performance. The additional payments have been recorded as a
liability in the June 30, 1998 and December 31, 1997 financial statements.
As discussed below, on February 2, 1998, CenCor announced a partial
liquidating distribution in the amount of $5.35 per share to be paid
on March 9, 1998. After the partial liquidating distribution
and assuming CenCor had fully liquidated and distributed its assets by
June 30, 1998 and the Company's actual realizable value of its assets
and liabilities is
identical to the Company's estimated realized value of these
items, CenCor's stockholders would have received $9,912,000 in
distributions or approximately $7.34 per share, less costs to
liquidate. The actual amount to be received upon complete
liquidation may be adversely affected by claims arising from the
indemnification obligations resulting from the sale of Century's
assets, unanticipated tax liabilities, or other unforeseen
factors.
Partial Liquidating Distribution
CenCor's 1993 plan of reorganization entitled holder of Old
Notes to receive Non-Convertible Notes, Convertible Notes, and
common stock in exchange for their Old Notes. The Convertible Notes
were into shares of common stock at a ratio of one share of common
stock for each $20 principal amount of Convertible Notes on April 1,
1996.
On February 2, 1998 CenCor announced payment of a partial
liquidating distribution on March 9, 1998 in the amount of $5.35
per share to common stockholders of record as of February 16, 1998.
The Company distributed $7,159,049 on 1,338,140 outstanding shares
of common stock on March 9, 1998.
The outstanding shares of stock at
February 16, 1998 that received the partial liquidating distribution
on March 9, 1998 did not include 11,713 shares
issuable to holders of Convertible Notes who have failed to surrender
their Convertible Notes in exchange for common stock. Subsequently,
589 shares of common stock and the underlying partial liquidating
distribution of $5.35 per share have been issued as a result of the
surrender of Convertible Notes. The partial liquidation distribution
payable recorded in the financial statements at June 30, 1998 and
December 31, 1997 reflects the partial liquidating distribution due
to the holders of unsurrendered Convertible Notes.
Conversion of Convertible Notes
On December 31, 1995, CenCor had outstanding non-interest
bearing convertible notes due July 1, 1999 in the principal amount
of $11,449,771. Effective April 1, 1996,
CenCor converted these Convertible Notes into shares of
CenCor's common stock at a ratio of one share of common stock for
each $20 principal amount of Convertible Notes. As a result of
this conversion, the holders of the Convertible Notes are
entitled to be issued 572,554 shares of CenCor common stock upon
surrender of their Convertible Notes. As of July 24, 1998,
11,125 shares issuable remain unclaimed by the holders of the
Convertible Notes.
Long - Term Debt
On August 19, 1996 CenCor offered to redeem all of its
outstanding Non-Convertible Notes due July 1, 1999 at a cash
price equal to 74% of their principal amount. Prior to the
offer, the principal balance of the Non-Convertible Notes was
$17,174,656. CenCor redeemed outstanding Non-Convertible Notes
in the principal amount of $9,970,930 as of the November 18, 1996
offer expiration date at a cost of $7,374,415. On May 30, 1997,
pursuant to the indenture governing the Non-Convertible Notes,
CenCor defeased its outstanding Non-Convertible Notes in the
principal amount of $7,203,726 by delivering approximately $6.4
million in U.S. Government Securities to the indenture trustee.
Concorde Career Colleges, Inc. Agreements
In February, 1997 the Company retired in full its holding
in a junior secured debenture (the "Debenture") of Concorde
Career Colleges, Inc. ("Concorde") in the principal amount of
approximately $2.4 million plus interest and redeemed all of its
shares of Concorde's cumulative preferred stock.
In 1993 and 1994, Concorde agreed to assign certain
charged-off receivables to CenCor in full payment of the accrued
interest due on the Junior Secured Debenture through December 31,
1993 and 1994, respectively. The receivables, which consisted of
account and notes receivable from students who attended schools
operated by Concorde or its subsidiaries, were assigned to CenCor
without recourse with CenCor assuming all risk of non-payment of
the receivables. The agreement with Concorde grants CenCor
limited rights of substitution until such time as it collects
full payment of the accrued interest, exclusive of out-of-pocket
collection fees and expenses paid to third parties. CenCor has
engaged a collection agent to pursue recovery of such receivables
assigned to the Company. As of December 31, 1997, the Company had
collected approximately $1,046,000 of the total $1,057,000
discharged interest due from the charged-off receivables. The
balance of the discharged interest was collected in January, 1998
and CenCor had subsequently reassigned the charged off receivables
to Concorde.
Assets and Liabilities Following Using Liquidation Accounting
The Company's assets at June 30, 1998 and December 31, 1997
consist primarily of cash and cash equivalents, an income tax receivable
refund, and the
escrow account established to secure the indemnification obliga-
tions of the Company to the buyer of the consumer finance
business.
The Company's remaining liabilities at June 30, 1998 and
December 31, 1997 consist primarily of accounts payable and other
accrued liabilities, including the accrued additional payments
due to the Company's officers and directors prior to liquidation.
At December 31, 1997 the Company has also recorded a liability
for the partial liquidating distribution payable to its share-
holders on March 9, 1998. The Company distributed $7,159,040 on
March 9, 1998 to the stockholders of record on February 16, 1998.
The partial liquidating distribution payable at June 30, 1998
represents the balance due to unsurrendered Convertible Note
holders and to the previously mentioned three holders of Old Notes.
As a result of being in
the process of liquidation, the Company is required to adopt the
liquidation basis of accounting. Generally accepted accounting
principles require the adjustment of assets and liabilities to
estimated fair value under the liquidation basis of accounting.
For information concerning the estimated fair values given these
items by the Company and the methods and assumptions used to
arrive at such values, see the Company's Financial Statements and
the notes thereto.
Results of Operations
During the six months ended June 30, 1998, the Company's
source of income was from short-term government and government-
agency investments.
The Company's expenses for the six months ended June 30,
1998 consisted mainly of salaries, professional and legal fees,
and other liquidating expenses. The Company also recorded a
reduction to income tax expense as a result of expected refunds
from the settlement of the IRS examiniation.
Activities During Liquidation Period
The Company's activities during the period of liquidation
will focus on the collection of various amounts owed to it,
including monitoring claims arising from indemnification obligations
to the buyer of Century in order to maximize the value of the escrow
fund established as a result of the sale. Until the distributions
are made to the stockholders, management has invested the
Company's cash in short-term government of government agency
instruments.
The Company's expenses during the period of liquidation are
expected to consist mostly of salaries, professional fees,
stockholder communication expenses, income taxes and other
liquidating expenses.
The Company will be required to satisfy all liabilities
prior to any final distribution on its outstanding common stock.
The Company believes that it has adequate reserves for all of its
material known contingent, conditional and unmatured liabilities.
Internal Revenue Service Examination
The Company has recently been notified by the Internal
Revenue Service ("IRS") that the tentative agreement reached
for the proposed adjustments to the Company's 1990, 1991, and
1992 federal income tax returns has been approved. The Company
is awaiting processing of the approved agreement.
The Company's net operating loss ("NOL") carryforward,
for federal income tax
purposes, at June 30, 1998 is expected to be approximately
$30,000 and the Company's alternative minimum tax ("AMT") credit
carryforward is expected to be approximately $577,000. The NOL
carryforward expires on December 31, 2008 and the AMT credit can
be carried forward indefinitely.
Based upon the terms of the approved agreement, the
Company has recorded in other assets a net recoverable for income
taxes of $600,000 and $595,000 at June 30, 1998 and December 31,
1997, respectively.
Capital Obligations
The Company has no obligations for capital purchases.
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Part II
Item 1 Legal Proceedings - None
Item 2 Change in Securities - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Security Holders - None
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K
EXHIBIT NUMBER DESCRIPTION
27 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
by the undersigned, thereunto duly authorized.
CENCOR, INC.
Dated August 14, 1998 /s/ Jack L. Brozman
Jack L. Brozman, President
/s/ Terri L. Rinne
Terri L. Rinne, Vice President