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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Year Ended December 31, 1993
Commission file number 0-3417
CENCOR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
1100 MAIN STREET, CITY CENTER SQUARE, SUITE 2350
P.O. BOX 26098
kANSAS CITY, MISSOURI 64196-6098
TELEPHONE (816) 221-9744
Incorporated in the State of Delaware
43-0914033
(I.R.S Employer
Identification No.)
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF CLASS
--------------
REGULAR COMMON STOCK, $1.00 PAR VALUE
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.
_x_ Yes ___ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants' knowledge, in definitive proxy or information statements
incorporated by references in Part III of this Form 10-K or any amendment to
this Form 10-K. []
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of March 10, 1994.
1,240,727 SHARES OF REGULAR COMMON STOCK, $1.00 PAR VALUE
Market value at March 10, 1994 was $620,364
Documents incorporated by reference--None
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CENCOR, INC.
FORM 10-K
YEAR ENDED DECEMBER 31, 1993
Index
Item Page
- ---- ----
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters. . . . . . . . . . . . . . . . . . . 11
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . 14
Item 8. Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. . . . . . . . . . . 41
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Item 10. Directors and Executive Officers of the Registrant. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Item 12. Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . . . . . . . . . . . . 46
Item 13. Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . 50
1
PART I
ITEM 1. BUSINESS
GENERAL
CenCor, Inc. was incorporated under the laws of Delaware on May 27, 1968.
As used herein, the term "CenCor" refers to CenCor, Inc. and the term "Century"
refers to CenCor's sole operating subsidiary, Century Acceptance Corporation.
The term "the Company" as used herein refers to CenCor collectively with Century
and, as indicated by the context, its prior subsidiaries.
CenCor, through its wholly-owned subsidiary, Century, is primarily engaged
in the consumer finance business. Century makes consumer and home equity loans
to individuals, generally secured by personal property and real estate. Century
also sells various insurance products, including credit life, accident and
health, and property insurance in conjunction with its consumer loan business.
In addition, Century purchases consumer retail installment sales obligations.
On July 19, 1993, CenCor filed a Voluntary Petition with the United States
Bankruptcy Court for the Western District of Missouri, seeking protection under
Chapter 11 of the United States Bankruptcy Code. At the same time, CenCor filed
an Application with the Bankruptcy Court seeking expeditious confirmation of its
previously creditor approved prepackaged plan of reorganization. The plan was
confirmed by the bankruptcy court on August 30, 1993. On November 1, 1993,
CenCor issued new notes and stock to its subordinated noteholders pursuant to
the provisions of the plan. The filing did not involve Century.
CONSUMER FINANCE OPERATIONS
The percentages of gross revenue from consumer financing and insurance
commissions during each of the last five years were as follows:
Consumer Loans and
Year Ended December 31 Installment Contracts Insurance Operations
- ---------------------- --------------------- --------------------
1989 91.5% 8.5%
1990 92.2 7.8
1991 93.1 6.9
1992 93.1 6.9
1993 95.0 5.0
Since the consumer finance business involves the carrying of receivables, a
relatively high ratio of borrowings to invested capital is customary. Net income
of the Company and Century is materially dependent on the cost of borrowed
funds, and because the maximum rates charged for Century's lending operations
are limited by statute, any increase or decrease in interest costs tend to have
an adverse or favorable effect on the Company's and Century's net income.
2
The following tables set forth certain information concerning Century's
consumer finance business:
Average
Net
Receivables Unearned Finance
For the Year (Gross Receivables Less Charges as a % of Net Receivables
Ended December 31 Unearned Finance Charges) Outstanding at Year End
----------------- ------------------------- ---------------------------------
1989 . . . . . . . . . . . . . . . . $ 89,147,000 23.2%
1990 . . . . . . . . . . . . . . . . 98,069,000 22.5
1991 . . . . . . . . . . . . . . . . 104,687,000 24.4
1992 . . . . . . . . . . . . . . . . 90,523,000 25.2
1993 . . . . . . . . . . . . . . . . 88,039,000 25.6
Number Average
Offices Loans Balance
As of December 31 Operated Outstanding Per Loan
----------------- -------- ----------- --------
1989 . . . . . . . . 59 108,400 $1,091
1990 . . . . . . . . 59 81,100 1,559
1991 . . . . . . . . 59 75,300 1,768
1992 . . . . . . . . 59 60,200 1,680
1993 . . . . . . . . 53 59,033 2,019
CONSUMER LOANS AND REAL ESTATE LOANS
Consumer loan operations are generally confined to two types of loans, as
authorized by the laws of the respective states in which business is conducted:
(a) loans on which the interest is reflected in the face amount of the note
(precompute loans) and (b) loans on which the interest is computed on monthly
unpaid balances (interest bearing loans). As of December 31, 1993, 85% of
Century's consumer loans receivable were precompute loans. Permitted relevant
effective rates for loans vary from 18% per annum to approximately 36% per annum
with maximum allowable loans ranging from $2,500 to an unspecified amount. In
general, Century charges the maximum rate permitted.
During 1993, home equity loan receivables increased by 112% from $6,382,000
to $13,560,000. The average per loan net balance outstanding at December 31,
1993 was $15,327. Home equity loans consist primarily of loans made to
individuals which are secured by first or second mortgages on single family
homes.
If a borrower needs additional money before repaying his loan in full,
Century's policy is to extend additional monies if the borrower's credit
circumstances warrant. This is done by making a new loan in an amount sufficient
to pay off the balance of the old loan and to supply the needed new money. The
following table sets forth certain information regarding new and present
borrowers:
3
New Borrowers Present Borrowers
-------------------------------- ------------------------------------------
During the Gross Gross
Year Number % of Amount % of Number % of Amount % of
Ended of Total of Total of Total of Total
December 31 Loans Loans Loans Loans Loans Loans Loans Amount
- ----------- ------ ----- ------ ----- ------ ----- ------ ------
(000) 000
1989 10,444 32.2 $16,906 21.3 21,995 67.8 $60,091 78.7
1990 7,839 28.4 12,895 18.9 19,805 71.6 55,352 81.1
1991 7,954 25.9 14,170 18.2 22,717 74.1 63,627 81.8
1992 10,326 35.7 20,317 26.6 18,583 64.3 56,188 74.3
1993 8,074 21.6 19,276 17.7 29,381 78.4 89,779 82.3
<FN>
(1) The gross amount of loans to present borrowers at December 31, 1993 includes amounts lent to former borrowers of
approximately 24%.
INSURANCE OPERATIONS
In conjunction with its consumer lending operations and where applicable
laws permit, Century also makes credit life, accident and health, property, and
specialty insurance products available to its customers. The insurance is
carried through American Bankers Life Assurance Co. of Florida and American
Bankers Life Insurance Co. of Florida.
The following table sets forth the percentage of revenues from insurance
operations attributable to accident and health, property, and credit life
policies for the periods indicated.
Year Ended Accident Credit
December 31 & Health Property Life
- ----------- -------- -------- ------
1989. . . . . 45% 24% 31%
1990. . . . . 46 23 31
1991. . . . . 43 28 29
1992. . . . . 42 26 32
1993. . . . . 40 32 28
4
LENDING POLICIES
In conducting lending activities, it is the policy of Century to require a
satisfactory credit history. Loans are made to individuals primarily on the
basis of the borrower's income and are limited to amounts which the customer
appears able to repay without hardship. Investigation of the credit worthiness
of obligors is made by Century's personnel. When security is taken in
connection with a loan, the net realizable value of the property on which liens
are taken as security (except for real estate in which case the loan amount is
limited to a maximum of 75% of the appraised market value) is in many cases less
than the amount of the related receivable.
Subject to governmental restrictions, Century makes loans secured by
consumer goods for varying periods, with original contractual terms up to 36
months and not exceeding 48 months. Home equity loans secured by real estate
generally do not exceed 180 months. Century purchases retail installment
contracts with original contractual terms generally not exceeding 36 months.
CREDIT LOSS EXPERIENCE
Past due finance receivables are charged off in accordance with the
policies set forth below and when management deems them to be uncollectible,
although in most instances collection efforts do not cease. Provisions for
credit losses are charged to income in amounts sufficient to maintain the
allowance for credit losses at a level considered adequate to cover losses in
the existing portfolio (see Note 1 "Credit Losses" to the financial statements).
Prior to December 31, 1991, unpaid balances were charged off if no
installments had been received for 180 days. At December 31, 1991 Century
charged off all non-asset receivables such as bankruptcies, deficiency balances,
settlements and the unsecured portions of Chapter XIII bankruptcy accounts. The
year end effect of this policy change was to increase 1991 charge offs by
$3,000,000. In August 1992, Century implemented a policy of charging off
accounts when six (6) or more monthly contractual installments are past due and
aggregate collections of principal and interest for a six (6) month period are
less than a contractual payment. However, when an account is considered
uncollectible, it is charged off immediately. Uncollectible accounts are
handled as follows:
BANKRUPTCY - CHAPTER 7 - The balance of the account will be charged off in
the month following the date of discharge.
BANKRUPTCY - CHAPTER 13 - The unsecured portion of the balance will be
charged off in the month following the confirmation hearing.
SETTLEMENT - The remaining balance will be charged off in the month
following the final payment.
REPOSSESSION DEFICIENCY - The deficiency balance will be charged off after
the appropriate proceeds of the sale of security have been posted. The
appropriate supervisor must warrant that there is limited potential for
additional collection.
5
The allowance for credit losses in the opinion of management is
adequate to cover losses and expenses known through the end of the year. The
credit loss experience of Century for each of the five years ended December 31,
is set forth below:
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
Gross charge-offs:
Amount . . . . . . . . . . . . $ 5,032,000 $16,278,000 $13,412,000 $6,457,000 $5,582,000
Percent of average gross
receivables outstanding. . . 4.57% 15.30% 10.26% 5.33% 5.03%
Recoveries from loans
charged off . . . . . . . . . $ 1,964,000 $ 880,000 $ 1,567,000 $ 455,000 $ 502,000
Net charge-offs (gross
charge-offs less recoveries):
Amount . . . . . . . . . . . . $3,068,000 $15,398,000 $11,845,000 $6,002,000 $5,080,000
Percent of average gross
receivables outstanding . . . 2.78% 14.47% 9.06% 4.95% 4.58%
Provisions for credit losses
charged to income . . . . . . $2,104,000 $12,988,000 $11,708,000 $4,323,000 $4,332,000
The following is a table of net receivables outstanding (gross receivables less
unearned finance charges), percent of allowance for credit losses to net
receivables at year-end and net charge offs at the dates indicated:
% of
Allowance for
Net Credit Losses Net Charge-off's
December 31 Receivables To Net Receivables During the Year
----------- ----------- ------------------ ----------------
1989 $ 96,558,000 4.44% $ 5,080,000
1990 104,073,000 4.33 6,002,000
1991 108,523,000 7.02 11,845,000
1992 80,767,000 7.42 15,398,000
1993 93,998,000 5.35 3,068,000
A summary of delinquent consumer loan receivables (excluding sales
contracts) as of December 31, 1989 through 1993 is set forth on the following
page. The table includes accounts which have had no collections of principal,
6
interest or charges for 60 days or more, classified as to the period during
which the last collection was received. Thus, if any payment has been made on an
account within 60 days, even though such payment was more than 60 days
delinquent, the account is not included in the amounts shown in the table.
Age of
Delinquent Installments 1993 1992 1991 1990 1989
- ----------------------- ---- ---- ---- ---- ----
60-89 days . . . . . $1,646,000 $ 1,046,000 $ 843,000 $1,332,000 $1,415,000
90-179 days . . . . 1,694,000 386,000 --- 1,694,000 1,619,000
---------- ----------- ---------- ---------- ----------
Total . . . . . . . $3,340,000 $ 1,432,000 $ 843,000 $3,026,000 $3,034,000
---------- ----------- ---------- ---------- ----------
---------- ----------- ---------- ---------- ----------
REGULATION
Century operates under various state laws which regulate the direct
consumer loan business, although the degree and nature of such regulation varies
from state to state and depends on the laws involved. In general, the laws under
which a substantial amount of Century's business is conducted provide for state
licensing of lenders (which licenses may be revoked for cause), impose
limitations on the maximum duration and amount of individual loans and the
maximum rate of interest and charges and prohibit the taking of assignments of
wages. In addition, certain of these laws prohibit the taking of liens on real
estate except liens resulting from judgments.
In accordance with the Federal Consumer Credit Protection Act, Century
discloses to its customers various charges and expenses, including the total
finance charge and the annual percentage rate of charges applicable to each
transaction. Century also discloses either monthly interest rates or total
dollar credit charges as required by the states in which it operates.
Century also is subject to the provisions of the Fair Credit Reporting Act
("FCRA") and makes the disclosures to consumers required by the FCRA. Consumers
are advised when adverse action, such as the denial of credit or insurance or an
increase in charges for credit or insurance, is taken based in whole or in part
on information contained in consumer reports received from consumer reporting
agencies, such as credit bureaus, or other sources.
A rule of the Federal Trade Commission permits a debtor to assert against a
purchaser of a consumer credit contract, such as the installment contracts
purchased by Century, all claims and defenses which the debtor could assert
against the seller of the goods or services obtained by the debtor pursuant to
the contract. Although Century has no direct recourse against the seller of
such installment contracts, if problems with purchased contracts arise, it is
common business practice and Century's history has demonstrated that the seller
will exchange a more satisfactory installment contract for the problem one.
Therefore, there has been no material impact on operations as a result of the
rule. At December 31, 1993, approximately 22% of Century's receivables are from
the purchase of installment contracts.
7
Century is subject to the Equal Credit Opportunity Act, Title VII,
prohibiting discrimination on the basis of sex or marital status, race, color,
religion, national origin, age, receipt of income under public aid or good faith
exercise of rights under the Consumer Credit Protection Act.
The federal bankruptcy law affects the business of Century in the following
principal respects:
(A) Rights of the creditor and debtor to reaffirm obligations are limited
by necessity of court approval, and then the debtor has 30 days to
change his mind;
(B) Contact between creditor and debtor must be limited once a bankruptcy
case is filed;
(C) Debtor next has choice of federal exemptions or state exemptions and
in many instances federal exemptions are more liberal so that
creditor's rights are limited;
(D) Payments made by a debtor to a creditor 90 days before bankruptcy may
have to be returned because of presumption of insolvency;
(E) The value of secured property can be determined by the court rather
than by the balance of the loan, thus making it possible for the
debtor to retain property free and clear through payoff of the debt,
at an amount which is less than the outstanding balance of the loan.
Century continuously modifies its finance forms in order to conform with
new interpretations of the various laws and regulations to which it is subject.
However, it is virtually impossible, because of numerous new court decisions
with retroactive application, to avoid technical violations, especially with
respect to the truth-in-lending laws, which may subject Century to substantial
liabilities including penalties and attorney's fees payable to its customers. To
date, there has not been a significant number of such claims asserted against
Century.
The sale of insurance is subject to various insurance regulations in each
state where Century sells such insurance.
EMPLOYEES
As of March 7, 1994, the Company had 257 employees. The Company has no
contract with any labor union representing its employees and there have been no
organizing efforts of employees.
ITEM 2. PROPERTIES
LOCATION OF OFFICES
Century's business requires a relatively small investment in fixed assets.
All offices occupied by Century are leased with terms of five years or less.
8
The geographic distribution of Century's business on December 31, 1993 was
as follows:
Percent of Percent of
Gross Gross
State Offices Receivables State Offices Receivables
- ----- ------- ----------- ------ ------- -----------
Alabama 3 5.46% Missouri. . . . 2 5.60%
Arizona 2 3.08 Nebraska. . . . 1 1.43
Colorado 2 3.07 New Mexico. . . 1 1.55
Florida 6 8.76 Oklahoma. . . . 4 9.28
Georgia 12 19.83 South Carolina 1 1.36
Kansas 6 11.84 Tennessee. . . 5 7.97
Kentucky 1 1.55 Texas. . . . . 4 12.44
Louisiana 1 1.56 Utah. . . . . . 2 5.22
-- -------
53 100.00%
-- -------
-- -------
Item 3. Legal Proceedings
Because the business of Century involves the collection of numerous
accounts, the validity of liens, accident and other damage or loss claims under
many types of insurance, and compliance with state and federal consumer laws,
Century and its subsidiaries are from time to time plaintiffs and defendants in
numerous legal proceedings. Other than the cases listed below, CenCor, nor any
of its subsidiaries is a party to, nor is the property thereof the subject of,
any pending legal proceedings which depart from the ordinary routine litigation
incident to the kinds of business conducted by Century and its subsidiaries or,
if such proceedings constitute other than routine litigation, in which there is
a reasonable possibility of an adverse decision which could have any material
adverse effect upon the financial condition of CenCor. There are no proceedings
pending or, to the Company's knowledge, threatened by or on behalf of any
administrative board or regulatory body which would materially affect or impair
the right of Century to carry on any of its respective business.
For information on legal proceedings involving the Estate of Robert F.
Brozman and the CIKC Lenders (as later defined) see Note 4 to the financial
statements.
A subsidiary of Century commenced litigation on February 19, 1992 in the
Circuit Court of the Thirteenth Judicial Circuit of Hillsborough County,
Florida, against JoAnn's Instant Finance Cars, Inc. (JoAnn's) and certain of its
affiliates from whom Century had purchased automobile financing contracts. The
Company alleged a variety of fraudulent and criminal activities by the
defendants and was seeking substantial monetary damages as well as various forms
of equitable relief. Century was successful in having a receiver appointed to
oversee the assets of JoAnn's and the contracts created by JoAnn's that were
held by Century. The receiver was subsequently discharged upon a determination
that the cost of continuing the receivership would exceed the amount of recovery
to Century. On May 7, 1992, the suit filed by JoAnn's against CenCor, Century
and two of their officers was dismissed with prejudice.
9
On January 6, 1993, Century's subsidiary was awarded a summary judgment of
$6,000,000 against JoAnn's; however, this amount is not necessarily indicative
of the actual damages incurred by Century in the fraudulent scheme. Because
JoAnn's does not own significant assets, the ability of Century to recover
substantial monetary amounts from JoAnn's and/or its affiliates is doubtful,
despite the summary judgment granted in Century's favor.
On May 13, 1993, George C. Evans, Century's former President and CEO, filed
suit against Century in the Circuit Court of Jackson County, Missouri at Kansas
City, Sixteenth Judicial Circuit, State of Missouri, Case No. CV93-10201,
alleging that he was terminated without cause and should be entitled to
compensation for wages and bonuses.
On May 13, 1993, Century filed suit against Evans, in the Circuit Court of
Jackson County, Missouri at Kansas City, Case No. CV 93-10198, seeking
Declaratory and Injunctive Relief. Both actions were dismissed pursuant to a
Release and Settlement Agreement between Evans, Century and CenCor dated June 4,
1993. The Agreement requires that the parties keep the terms confidential with
certain limited exceptions. Under the Agreement, Evans will receive periodic
cash payments and may receive other contingent payments discussed in Note 13 to
the financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth
quarter of the registrant's fiscal year ended December 31, 1993.
(The remainder of this page is intentionally blank.)
10
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Until December 7, 1992, the Company's Common Stock was quoted on the NASDAQ
National Market System (Symbol-CNCRE). Effective that date, the Common Stock
was delisted from the NASDAQ National Market System because of CenCor's failure
to meet the NASDAQ capital and surplus requirements. On December 4, 1992, the
last date the Common Stock was quoted, the closing price was $ .50 per share.
Since that time, CenCor's stock has been quoted on an inter-dealer basis in the
over-the-counter market on the so-called "broker's pink sheets." The range of
high and low sales price as quoted on broker's pink sheets for each quarter of
1993 and the range of high and low sales price as reported on the National
Market system for each quarter of 1992 are as follows:
1992 1993
--------------- -------------
Quarter Ended High Low High Low
------------- ---- --- ---- ---
March 31 6 1/2 4 1/2 1/2 1/8
June 30 6 1 1/2 5/16 1/8
September 30 3 3/4 1 3/8 3/16
December 31 1 1/2 3/4 1/2
The quotations from the broker's pink sheets reflect inter-dealer prices
without retail mark-up, mark-down, or commission and may not represent actual
transactions.
On March 10, 1994, the quoted bid price of the Common Stock on broker's
pink sheets was $0.50.
At March 10, 1994, CenCor had approximately 1,197 shareholders of record.
No dividends have been paid on the common stock and the Company does not
presently intend to pay dividends. Due to the current financial status of the
Company it is unlikely that dividends will be declared or paid.
In addition, the terms of Century's restructuring agreements eliminate
Century's ability to pay dividends on its common stock other than in shares of
Century. Accordingly, CenCor will not be entitled to receive cash dividends
from Century until Century's restructured debt obligations have been paid in
full.
11
ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31
1993 1992 1991 1990 1989
----------------------------------------------------------------
Income Statement Data:
(In thousands except per share amounts)
Revenue:
Earned discount, interest and finance charges $ 21,892 $ 24,023 $ 30,089 $ 27,131 $ 23,411
Insurance commissions 1,145 1,782 2,088 2,043 2,136
----------- ----------- ----------- ----------- ----------
23,037 $ 25,805 $ 32,177 $ 29,174 $ 25,547
Provision for credit losses 2,104 13,156 12,133 4,323 4,355
Operating expenses 19,339 14,652 18,169 10,325 9,785
Interest expense, warrants 513 - - - -
Interest expense, net 9,263 10,685 11,562 10,474 10,487
Operating income (loss) $ (8,182) $ (12,688) $ (9,687) $ 4,052 $ 920
Other income (loss):
Gain on sale of finance receivables $ 944 - - - -
Loss on sale of property and equipment (18) - - - -
Proceeds from officers life insurance - - 652 - -
----------- ------------ ---------- ---------- -----------
926 - 652 - -
----------- ------------ ----------- ---------- -----------
Income tax benefit (expense) - 336 687 (1,628) (413)
----------- ----------- ----------- ---------- -----------
Income (loss) from continuing operations (7,256) (12,352) (8,348) 2,424 507
----------- ----------- ----------- ---------- -----------
Discontinued operations:(1)
Income (loss) from operations(5) - (502) 111 815 506
Loss on disposal(5) - (3,699) (340) - -
Provision for credit losses on subordinated notes
assumed by spun-off career training subsidiary(5) - (5,422) - - -
----------- ------------ ----------- ----------- -----------
Income (loss) before extraordinary item $ (7,256) $ (21,975) $ (8,577) $ 3,239 $ 1,013
Extraordinary Item:
Gain on restructuring of long-term debt 18,033 - - - -
----------- ----------- ----------- ----------- -----------
Net income (loss) $ 10,777 $ (21,975) $ (8,577) $ 3,239 $ 1,013
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Per Share Amounts:(2)
Income (loss) from continuing operations $ (5.45) $ (11.34) $ (7.66) $ 2.14 $ .43
Discontinued operations - (8.84) (.21) .72 .42
Extraordinary item $ 13.55 - - - -
----------- ----------- ----------- ----------- -----------
Net income (loss) applicable to common stock
and common stock equivalents $ 8.10 $ (20.18) $ (7.87) $ 2.86 $ .85
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Weighted average common and common
equivalent shares outstanding 1,331,058 1,089,048 1,089,718 1,134,581 1,195,382
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
12
ITEM 6. SELECTED FINANCIAL DATA (CONTINUED)
YEAR ENDED DECEMBER 31
1993 1992 1991 1990 1989
-----------------------------------------------------------
Balance Sheet Data (End of Period):
Net finance receivables $88,972 $ 74,777 $100,905 $ 99,571 $ 92,268
Total assets $97,456 $102,130 $146,709 $165,530 $140,223
Indebtedness:(4)
Unsecured notes payable and commercial paper - - 491 17,508 27,319
Direct financing lease obligations - - 14,115 16,374 10,269
Long-term debt 96,284 108,321 116,657 106,913 83,680
Stockholders' equity (deficit)(3) (5,715) (16,625) 5,350 14,057 11,215
<FN>
(1) During 1991 and 1992, the Company sold its temporary services division and
the net assets of its equipment leasing company (see Note 3 to the
financial statements)
(2) Adjusted to reflect the one for five reverse stock split effected
August 31, 1990.
(3) The purchase of treasury stock reduced the consolidated stockholders'
equity of the Company in 1989 and 1991.
(4) See Notes 2 and 5 of the financial statements.
(5) Amounts shown net of income taxes.
(The remainder of this page is intentionally blank.)
13
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company was significantly and adversely affected by certain events
in 1991 and 1992. Among other consequences, these events have affected the
Company's results of operations, its financial position, its liquidity, and
resulted in certain defaults under the loan agreements. As a result of these
adverse developments, the Company has, since mid-1991, experienced severe
liquidity problems. In July 1992, the Board of Directors began reviewing
various financial alternatives that the Company might pursue, including
restructuring its outstanding debt by means of an exchange offer or by means of
a Chapter 11 bankruptcy filing, with the goal of maximizing its investment in
Century and implementing a long-term solution to the Company's financial
situation. The review process resulted in the development of a proposed
restructuring plan and a prepackaged bankruptcy plan of reorganization, which
was circulated to noteholders and other creditors on May 13, 1993. Following
creditor approval, CenCor filed for Chapter 11 bankruptcy reorganization on July
19, 1993. The prepackaged bankruptcy plan was confirmed by the bankruptcy court
on August 30, 1993.
On January 28, 1993, Century completed a restructuring of its debt
obligations with its principal creditors (NOTE 5). Subsequent to the
restructuring, Century sold or closed twelve non-strategic branches to obtain
operating efficiencies. Century has also modernized many of its offices and has
converted to an on-line computer system. According to its business plan,
Century intends to achieve financial stability and profitability through
internal growth with a program to grow its current branches and expand the
branch network in states with strong operations. In addition, the business plan
calls for the acquisition of compatible receivables and/or companies to achieve
growth of receivables of $100 million in the next four years. The plan assumes
that Century will be able to retain a substantial portion of acquired accounts
as active customers and that acquisitions can be negotiated with acceptable
yields and levels of credit risk. Century's acquisition program is also
dependent on its ability to obtain additional financing.
On August 22, 1992, the Century Board hired George C. Evans as
President and CEO to direct the operations of Century. Mr. Evans' employment
was terminated effective April 12, 1993 (see Note 13 to the financial
statements). Dennis C. Berglund, who had 24 years of experience with Avco
Financial Services, was then appointed to fulfill these duties. Effective June
15, 1993, Mr. Berglund was appointed to the positions of President and CEO.
During 1993, Century also completed the installation of a modern management
information and data processing system which is operated under contract with
Norwest Financial Information Services Group ("Norwest"). Norwest provides
similar services for the consumer loan operations of its own affiliate and for a
large section of the consumer finance industry, which includes approximately
4,000 branch offices throughout the country. The system provides Century
headquarter personnel on-line access to branch data and enables Century to
provide more timely and informative reports to improve management decision
making, supervision and control.
14
CURRENT OVERALL TRENDS
During the year ended December 31, 1993, the Company incurred a net loss
from continuing operations of $7,256,000 as compared to a net loss of
$12,352,000 for 1992. As discussed in further detail below, the loss resulted
primarily from a decrease in total revenue of $2,768,000 (11%) and an increase
in operating expenses of $4,687,000 (32%). Offsetting these was a decrease in
provision for credit losses of $11,052,000 (84%).
Century has shifted its emphasis away from sales finance contracts acquired
from automobile dealers, and is focusing on more desirable and profitable direct
loans, including home equity loans, which typically have lower yields but
generally have lower charge-off and servicing costs.
In addition, during 1993 Century sold four of its branches and sold an
additional six branch offices during January and February of 1994. Management
determined that these locations were outside of its focused market area and the
cost of operating the offices was not providing adequate benefits. The sale of
these branches will enable Century to focus on its more profitable and
geographically desirable offices.
Century also merged two of its branch offices into other nearby branches
during 1993 in order to consolidate resources, improve efficiency, and eliminate
overhead costs.
Management feels that the above mentioned changes and the completion of the
installation of the new data processing system will serve to reduce the amount
of operating expenses in 1994. Management intends to closely evaluate and
monitor operating expenses throughout the year.
1993 COMPARED TO 1992
Interest on finance receivables decreased by $2,131,000 (9%) in the year
ended December 31, 1993. The decrease resulted primarily from the change in the
concentration of high yielding assets, such as automobile sales finance
contracts, to an increase in the level of lower yielding home equity loans.
The provision for credit losses decreased by $11,052,000 to $2,104,000 for
the year ended December 31, 1993. The decrease in the provision for credit
losses is primarily attributable to the significant decrease in the auto paper
portfolio, the increased recoveries of previously charged off receivables and
the strengthening of management and controls.
Operating expenses increased by $4,687,000 (31%) to $19,339,000 for the
year ended December 31, 1993. The increase was mostly due to additional costs
incurred to improve the quality and effectiveness of Century's operations. Most
of the increase in operating expenses occurred in the following categories:
salary and employment expenses (44%), rent expense (30%), computer system
conversion (100%), incentives toward the growth of Century's portfolio (68%),
settlement with a former employee (100%), and relocation expenses (78%).
Interest expense decreased slightly in the year ended December 31, 1993
from $10,685,000 at December 31, 1992 to $9,263,000 at December 31, 1993. The
decrease in the interest expense resulted from the restructuring of the
outstanding long term debt (see Notes 2 and 5 to the financial statements).
15
In addition, Century, in connection with its debt restructure on January
28, 1993, issued warrants to its noteholders in order to acquire 300,000 shares
of Century common stock (see Note 5 to the financial statements). The value of
the warrants in excess of the exercise price is being accrued as interest
expense.
As previously mentioned, Century sold four of its branch offices during
1993. The resulting gain from the sale of the branch receivables ($944,000) and
the loss from the sale of the branch fixed assets ($18,000) was recorded as
other income (loss) in the accompanying consolidated statement of operations.
As a result of CenCor's reorganization plan (see Note 2 to the financial
statements), CenCor issued New Notes, Convertible Notes, and stock to its
noteholders. The New Notes and Convertible Notes were recorded at their net
present value using an estimated market discount rate of 16%. As a result of
these transactions, an extraordinary gain of $18,033,000 was recorded.
No provision for income tax was recorded in 1993. See Note 10 to the
financial statements.
1992 COMPARED TO 1991
Interest on finance receivables decreased in the year ended December
31, 1992 compared to 1991. Although yields were comparable between the two
years, average earning balances for the period were lower in 1992 as compared to
1991. This resulted from Century's decision to significantly curtail the
purchase of bulk automobile sales contracts subsequent to the discovery of the
JoAnn's fraud in late 1991. As a result, net finance receivables were
$74,777,000 at December 31, 1992 as compared to $100,905,000 at December 31,
1991. Because principal pay downs were not reinvested in bulk sales contracts,
cash and cash equivalents increased $19,976,000 during 1992 to $23,401,000.
Insurance commissions were down $306,000 or 15% from 1991. The decrease
also reflected the lower consumer loan origination activity in 1992 compared to
1991.
The provision for credit losses increased $1,023,000 to $13,156,000 for the
year ended December 31, 1992. Net charge offs for 1992 included approximately
$2,700,000 of JoAnn's notes of which $2,100,000 had been previously reserved.
As a result of significant credit losses in Century's automobile sales contract
portfolio, management has increased the related allowance for credit losses to
approximately 22% of net outstanding balances. The allowance for credit losses
on all other finance receivables is approximately 5% of net outstanding
balances.
Operating expenses for 1992 decreased to $14,652,000 from $18,169,000 in
1991. The 1991 results included $3,120,000 of service fees paid to JoAnn's and
a $3,707,00 loss on fraudulent contracts which did not reoccur in 1992. The
1992 results reflect higher professional expenses incurred in connection with
the JoAnn's fraud and dealing with defaults on CenCor's and Century's debt.
The loss from discontinued operations for 1992 was $9,623,000 as compared
to a loss from discontinued operations of $229,000 for the same period in 1991.
The increase is primarily due to the $5,422,000 provision for credit losses
related to the Junior Secured Debenture issued by Concorde Career Colleges
("Concorde") and the net loss on disposal of discontinued operations' assets of
$3,699,000 (see Note 3 to the financial statements).
An income tax benefit of $336,000 was recorded for the 1992 loss. A
reconciliation of income tax benefit to the amount computed using the statutory
federal income tax rate is included in Note 10 to the financial statements.
16
LIQUIDITY AND CAPITAL RESOURCES
DEBT AVAILABILITY
On January 29, 1993, after extensive negotiations with its major creditors,
Century successfully completed its debt restructuring. Prior to that date,
Century had been in default on all its debt due to various covenant violations
(see Note 5 to the financial statements for details of Century's debt
restructure). The terms of Century's restructuring agreements limit Century's
ability to incur additional indebtedness, within certain limits.
On October 15, 1993 Century entered into a letter of intent with Congress
Financial Corporation ("Congress") that provided for a revolving line of credit
up to $25,000,000. The loan will be used to provide future working capital for
Century in order to achieve its plan of portfolio growth. The facility is fully
secured by a first lien on all of Century's assets. The interest rate on the
proposed Congress loan is two percent (2%) above the prime commercial interest
rate, adjusted monthly. The revolving credit line is provided for a minimum of
two years with automatic year to year renewals unless terminated by either
party. Management expects to complete the Congress agreement and have funds
available by April 1, 1994.
As previously mentioned, CenCor successfully restructured its debt on
August 30, 1993. For a further discussion of CenCor's debt restructure, refer
to Note 2 of the financial statements.
CAPITAL OBLIGATIONS
The Company has no significant obligations for capital purchases.
DEFAULTS ON LONG-TERM DEBT
At December 31, 1992, Century was in default of certain covenants in its
long-term debt agreements. On January 29, 1993, Century entered into amendment
and exchange agreements with the holders of its long-term debt (the
Agreements), whereby the holders agreed to defer all principal payments until
April 30, 1997. Additionally, many covenants of the debt agreements were
amended. The covenants include, in part, maintaining net worth at certain
minimum levels and limitations on indebtedness and payment of dividends.
Century is in compliance with the amended covenants of the long-term debt
agreements.
Pursuant to the Agreements, all of Century's long-term debt will mature on
April 30, 1997. However, certain scheduled principal installments as provided
for in the original debt agreements are due prior to this date. In lieu of cash
payment of the scheduled principal installments, Century will deliver Secured
Deferred Payment Notes for the related senior debt and a combination of Secured
Deferred Payment Notes and Secured Compound PIK Notes for the related
subordinated and junior subordinated debt. These notes will bear interest at a
fixed rate equal to the rate on 4.5 year Treasury notes as of the installment
due date, plus 2.25% (senior notes), 3.75% (subordinated notes) and 5% (junior
subordinated notes).
17
Interest is payable monthly under all of the notes, except for the Secured
Compound PIK Notes, for which interest compounds monthly and is payable on April
30, 1997.
Prior to the restructuring of its debt, CenCor was in default on both its
public and private debt. As part of the Restructuring, which was consummated on
August 30, 1993, the old debt was exchanged for New Notes, Convertible Notes,
and stock (see Note 2 to the financial statements). The Company is in
compliance with all covenants and terms under the new indenture.
INTERNAL REVENUE SERVICE EXAMINATION
The Company's income tax returns for 1988 and 1989 were examined by the
Internal Revenue Service (IRS), which has proposed certain adjustments, a
portion of which have been protested by the Company. The Company has also
claimed additional deductions in these years. Management believes that the
ultimate disposition of the IRS examination will not have a material effect on
the financial position of the Company.
As a result of the unresolved IRS examination, management cannot precisely
estimate the amount of the Company's net operating loss carryforward for
financial statement or federal income tax purposes.
CONTINUING OPERATIONS
As noted earlier, CenCor successfully restructured its long-term debt
pursuant to a plan confirmed by the U.S. Bankruptcy Court and approved by the
majority of its creditors. Management believes that CenCor's financial
condition will not have a material adverse impact on Century's financial
condition, operations, or its ability to fund its operations. Funds that are
available to CenCor, including cash on hand, investment income and the
collection of certain receivables, are expected to be sufficient to support
CenCor's limited activities through at least 1996.
In addition, with the potential availability of the line of credit provided
by Congress, Century intends to pursue its business plans of expansion through
acquisitions of consumer finance businesses and portfolios of consumer loans and
also through expansion of business with its existing and former customers.
INFLATION AND GENERAL ECONOMIC CONDITIONS
The cost of Century's operating expenses has increased due to normal
inflationary increases. Century foresees no detrimental effects from inflation
as long as inflation remains at or near current levels. Changes in interest
rates can affect Century. Its liabilities are more sensitive to interest rate
changes than its assets.
While economic conditions affecting the country have an impact on Century's
business, primarily with its cost of funds, the business is such, that specific
local economies have a much greater financial impact. For example, a major
employer either adding or reducing employees will have a ripple effect in a
community which will impact Century's ability to make and collect loans.
Century, as it is now structured, does not anticipate any major economic effect
on its business.
18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
PAGE
----
CenCor, Inc.
Report of Independent Auditors 20
Consolidated Balance Sheets--At December 31, 1993 and 1992 21
Consolidated Statements of Operations--For the Years
Ended December 31, 1993, 1992, and 1991 22-23
Consolidated Statements of Stockholders' Equity (Deficit)--For the Years
Ended December 31, 1993, 1992, and 1991 24
Consolidated Statements of Cash Flows--For the Years
Ended December 31, 1993, 1992, and 1991 25-26
Notes to Consolidated Financial Statements 27
19
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
CenCor, Inc.
We have audited the accompanying consolidated balance sheets of CenCor. Inc.
(the Company) as of December 31, 1993 and 1992, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for each
of the three years in the period ended December 31, 1993. Our audits also
included the financial statement schedules listed in the Index at Item 14(a).
These financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion of these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of CenCor, Inc. at
December 31, 1993 and 1992, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31,
1993, in conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedules, when considered in relation
to the basic financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
ERNST & YOUNG
Kansas City, Missouri
March 4, 1994
20
CenCor, Inc.
Consolidated Balance Sheets
DECEMBER 31
1993 1992
----------------------------------
ASSETS
Cash and cash equivalents $ 3,277,000 $ 23,401,000
Net finance receivables, less allowance for
credit losses of $5,026,000 ($5,990,000 in 1992) 88,972,000 74,777,000
Property and equipment, net 1,742,000 665,000
Other assets 3,465,000 3,287,000
------------ -------------
$ 97,456,000 $102,130,000
------------ -------------
------------ -------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Long-term debt $ 96,284,000 $108,321,000
Accrued interest 641,000 5,731,000
Accrued interest - warrants 513,000 -
Accounts payable and accrued liabilities 5,733,000 4,703,000
------------- --------------
Total liabilities 103,171,000 118,755,000
Stockholders' equity (deficit):
Common stock, $1 par value, 2,000,000 shares
authorized, 1,240,727 shares issued and outstanding
(1,360,458 shares in 1992) 1,241,000 1,360,000
Paid-in capital 2,805,000 6,574,000
Accumulated deficit (9,761,000) (20,538,000)
Less treasury shares, at cost (271,410 shares in 1992) - (4,021,000)
------------- -------------
Total stockholders' deficit (5,715,000) (16,625,000)
------------- -------------
$ 97,456,000 $102,130,000
------------ ------------
------------ ------------
SEE ACCOMPANYING NOTES.
21
CenCor Inc.
Consolidated Statements of Operations
YEAR ENDED DECEMBER 31
1993 1992 1991
--------------------------------------------------------------------
Finance charges and insurance commissions $ 23,037,000 $ 25,805,000 $ 32,177,000
Operating expenses:
Provision for credit losses 2,104,000 13,156,000 12,133,000
Operating expenses 19,339,000 14,652,000 11,342,000
Loss on fraudulent automobile contracts - - 3,707,000
Repossession service fees - - 3,120,000
Interest expense, net 9,263,000 10,685,000 11,562,000
Interest expense, warrants 513,000 - -
--------------------------------------------------------------------
31,219,000 38,493,000 41,864,000
--------------------------------------------------------------------
Operating loss (8,182,000) (12,688,000) (9,687,000)
Other income (loss):
Gain on sale of finance receivables 944,000 - -
Loss on sale of property & equipment (18,000) - -
Proceeds from officers' life insurance - - 652,000
--------------------------------------------------------------------
Loss from continuing operations before
income taxes and extraordinary item (7,256,000) (12,688,000) (9,035,000)
Income tax benefit - 336,000 687,000
--------------------------------------------------------------------
Loss from continuing operations before
extraordinary item (7,256,000) (12,352,000) (8,348,000)
Discontinued operations:
Income (loss) from operations, net of taxes
($0 in 1992 and $8,000 in 1991) - (502,000) 111,000
Loss on disposal, net of tax benefits ($0 in
1992 and $29,000 in 1991) - (3,699,000) (340,000)
Provision for credit loss on subordinated
notes assumed by spun-off subsidiary, net of
taxes ($0 in 1992) - (5,422,000) -
---------------------------------------------------------------
Loss from discontinued operations - (9,623,000) (229,000)
---------------------------------------------------------------
Loss before extraordinary item (7,256,000) (21,975,000) (8,577,000)
Extraordinary item:
Gain on restructuring of long-term debt
net of taxes ($0 in 1993) 18,033,000 - -
---------------------------------------------------------------
Net income (loss) $ 10,777,000 $(21,975,000) $(8,577,000)
---------------------------------------------------------------
---------------------------------------------------------------
SEE ACCOMPANYING NOTES.
22
CenCor Inc.
Consolidated Statements of Operations (continued)
YEAR ENDED DECEMBER 31
1993 1992 1991
----------------------------------------------------------------
Weighted average common and common
equivalent shares outstanding 1,311,058 1,089,048 1,089,718
----------------------------------------------------------------
----------------------------------------------------------------
Earnings per share of common stock and
common equivalent shares of stock:
Earnings (loss) per share from continuing operations $ (5.45) $ (11.34) $ (7.66)
Earnings (loss) per share from discontinued operations - (8.84) (.21)
----------------------------------------------------------------
Earnings (loss) per share before extraordinary items (5.45) (20.18) (7.87)
Earnings (loss) per share from extraordinary item 13.55 - -
----------------------------------------------------------------
Earnings (loss) per share from net income $ 8.10 $ (20.18) $ (7.87)
----------------------------------------------------------------
----------------------------------------------------------------
SEE ACCOMPANYING NOTES.
23
CenCor, Inc.
Consolidated Statements of Stockholders' Equity (Deficit)
COMMON STOCK TREASURY STOCK
---------------- ------------------
RETAINED
PAID- IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT) SHARES AMOUNT TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1990 1,360,458 $1,360,000 $6,574,000 $10,014,000 253,540 $(3,891,000) $14,057,000
Net loss - - - (8,577,000) - - (8,577,000)
Treasury stock purchases - - - - 17,870 (130,000) (130,000)
------------------------------------------------------------------------------------------------------
Balance at December 31, 1991 1,360,458 1,360,000 6,574,000 1,437,000 271,410 (4,021,000) 5,350,000
Net loss - - - (21,975,000) - - (21,975,000)
------------------------------------------------------------------------------------------------------
Balance at December 31, 1992 1,360,458 1,360,000 6,574,000 (20,538,000) 271,410 (4,021,000) (16,625,000)
Net income - - - 10,777,000 - - 10,777,000
Cancellation of treasury stock (271,410) (271,000) (3,750,000) - (271,410) 4,021,000 -
Issuance of common stock 151,679 152,000 (19,000) - - - 133,000
------------------------------------------------------------------------------------------------------
Balance at December 31, 1993 1,240,727 $1,241,000 $2,805,000 $(9,761,000) - - $(5,715,000)
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES.
24
CenCor, Inc.
Consolidated Statements of Cash Flows
YEAR ENDED DECEMBER 31
1993 1992 1991
-------------------------------------------------------------------
OPERATING ACTIVITIES
Net income (loss) $10,777,000 $(21,975,000) $(8,577,000)
Adjustments to reconcile net
income (loss) to net cash provided by (used
in) operating activities:
Depreciation 191,000 113,000 189,000
Amortization of intangible
assets and debt expense 95,000 335,000 720,000
Provision for credit losses 2,104,000 13,156,000 12,133,000
Loss from discontinued
operations - 9,623,000 229,000
Gain on sale of finance receivables (944,000) - -
Deferred tax benefit - (336,000) (708,000)
Gain on restructure of debt (18,033,000) - -
Changes in assets and liabilities:
Accrued interest 641,000 388,000 6,000
Accrued interest - warrants 513,000 - -
Other assets and liabilities 1,164,000 6,696,000 2,064,000
-------------------------------------------------------------------
Total adjustments (14,269,000) 29,975,000 14,633,000
-------------------------------------------------------------------
Net cash provided by (used in) operating
activities (3,492,000) 8,000,000 6,056,000
INVESTING ACTIVITIES
Capital expenditures, net (1,338,000) (515,000) (30,000)
Finance receivables originated
or purchased (91,842,000) (52,718,000) (69,406,000)
Finance receivables repaid or sold 76,487,000 65,858,000 56,364,000
Cash used in discontinued operations - (671,000) (1,460,000)
Proceeds from sale of discontinued
operations - 7,042,000 784,000
Proceeds from sale of other assets 61,000 1,202,000 -
-------------------------------------------------------------------
Net cash provided by (used in)
investing activities (16,632,000) 20,198,000 (13,748,000)
See Accompanying Notes.
25
CenCor, Inc.
Consolidated Statements of Cash Flows (continued)
YEAR ENDED DECEMBER 31
1993 1992 1991
------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt $ - $ - $47,031,000
Principal payments on long-term debt - (7,731,000) (36,428,000)
Net decrease in notes payable - - (14,600,000)
Net decrease in commercial paper - (491,000) (2,417,000)
Purchase of treasury stock - - (130,000)
------------------------------------------------------------
Net cash used in financing activities - (8,222,000) (6,544,000)
------------------------------------------------------------
Net increase (decrease) in cash
and cash equivalents (20,124,000) 19,976,000 (14,236,000)
Cash and cash equivalents at
beginning of year 23,401,000 3,425,000 17,661,000
------------------------------------------------------------
Cash and cash equivalents at end of year $ 3,277,000 $ 23,401,000 $ 3,425,000
------------------------------------------------------------
------------------------------------------------------------
SUPPELMENTAL DISCLOSURES OF CASH FLOW INFROMATION
Cash paid during the year for:
Interest $ 9,010,000 $11,503,000 $15,333,000
------------------------------------------------------------
------------------------------------------------------------
Income taxes $ - $ - $ 306,000
------------------------------------------------------------
------------------------------------------------------------
SEE ACCOMPANYING NOTES
26
CenCor, Inc.
Notes to Consolidated Financial Statements
December 31, 1993, 1992, and 1991
1. SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
CenCor, Inc. is essentially a holding company for its wholly-owned subsidiary,
Century Acceptance Corporation ("Century"). On January 29, 1993, Century
completed a restructuring of its debt obligations with its principal creditors
(NOTE 5). On July 19, 1993, CenCor filed a Voluntary Petition with the United
States Bankruptcy Court for the Western District of Missouri seeking protection
under Chapter 11 of the United States Bankruptcy Court. At the same time,
CenCor filed an Application with the Bankruptcy Court seeking expeditious
confirmation of its previously creditor approved prepackaged plan of
reorganization. The plan was confirmed by the bankruptcy court on August 30,
1993. As discussed further in Note 2, on November 1, 1993, CenCor issued new
notes and stock to its subordinated noteholders pursuant to the provisions of
the plan. The filing did not involve Century.
ACCOUNTING PRINCIPLES
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles. In preparing the consolidated
financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of the
balance sheet and revenues and expenses for the year. Because of changing
economic conditions and the economic prospects of borrowers, it is often
necessary to make frequent changes in estimates and assumptions. Accordingly,
actual results could differ from such estimates. Material estimates that are
particularly susceptible to significant change in the near-term relate to the
determination of the allowance for credit losses. Management believes that the
allowance for credit losses is adequate. While management uses currently
available information to recognize losses on finance receivables, future
additions to the allowances may be necessary based on changes in economic
conditions in the Company's market areas.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
CenCor, Inc., and its subsidiaries, (together, the "Company") all of which are
wholly owned. At December 31, 1993, Century was the Company's only subsidiary.
The Company, through its subsidiary Century, is engaged in the consumer finance
industry. Century provides consumer loans and real estate loans to individuals
and purchases installment sales contracts. The Company also sells various
insurance products including property, credit life, accident and health
insurance in conjunction with its consumer loan business. All significant
intercompany accounts and transactions have been eliminated in consolidation.
REVENUE RECOGNITION
Finance charges on receivables are recognized as revenue using the interest
(actuarial) method. Finance charge accruals are suspended on accounts more than
two months contractually past due. Once an account is suspended, finance
charges are recognized on a collection basis.
Insurance commissions are generally recognized as revenue over the term of the
loan.
27
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CREDIT LOSSES
Provisions for credit losses are charged to income in amounts sufficient to
maintain the allowance for credit losses at a level considered adequate to cover
the losses in the existing portfolio. The allowance is determined using
estimated loss percentages established by management for each major category of
receivables. Additions to the allowance are charged to the provision for credit
losses.
Management evaluates allowance requirements by examining current delinquencies,
the characteristics of the accounts, the value of the underlying collateral and
general economic conditions and trends. Management also evaluates the
availability of dealer reserves to absorb finance receivables losses.
Finance receivables are charged to the allowance for credit losses when they are
deemed to be uncollectible but, in any event, all accounts (except for real
estate secured loans) for which an amount aggregating a full contractual payment
has not been received for six consecutive months are written off. Real estate
secured loans are charged to the allowance for credit losses when a full
contractual payment has not been received for twelve months unless the property
has been foreclosed.
DEALER RESERVES
At the time of the acquisition of certain automobile and sales finance
contracts, arrangements are entered into with dealers whereby reserves are
established and are available to the Company to charge credit losses associated
with such contracts. The balance of the reserve may be refunded to the dealer
should the actual loss experience of the contracts be less than the negotiated
amount.
DEPRECIATION AND AMORTIZATION
Furniture and equipment are depreciated over the estimated useful lives of the
assets using the straight-line method. Leasehold improvements are amortized
ratably over the terms of the related leases.
OTHER ASSETS
Included in other assets at December 31, 1993 and 1992, is a $1,000,000
receivable from an insurance company in connection with a fidelity bond claim
arising from the loss on fraudulent automobile contracts (NOTE 6).
Other assets at December 31, 1993 and 1992, also include a $750,000 note
receivable related to the sale of Charter Equipment Leasing (Charter) (NOTE 3).
GOODWILL AND OTHER INTANGIBLE ASSETS
In connection with the sale of The Christine England Corporation (dba Writer's)
in 1991, $1,936,000 of goodwill and non-compete agreements were netted against
the sale proceeds.
In connection with sale of the Company's Temporary Services division and Charter
in 1992, all remaining unamortized goodwill and other intangibles of $3,097,000
were netted against the sale proceeds. Amortization expense was $145,000 in
1992, and $427,000 in 1991.
28
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
TRANSACTIONS WITH AFFILIATES
Prior to 1993, certain corporate, general and administrative expenses had been
allocated from the Company to two former subsidiaries, Concorde Career Colleges,
Inc. (Concorde) and LaPetite Academy, Inc. (LaPetite), which were spun off in
1988 and 1983, respectively. These allocations were made in accordance with
agreements between the Company, Concorde, and LaPetite based on the estimated
amounts attributable to each.
The expense allocations from the Company to Concorde were $328,000 in 1992 and
$611,000 in 1991. The expense allocations from the Company to LaPetite were
$689,000 in 1992 and $1,193,000 in 1991.
Management believes the allocations were reasonable and approximate the costs of
services had they been obtained from unaffiliated parties. Included in accounts
receivable are amounts due from LaPetite which total $36,000 at December 31,
1992. This amount was paid in full in 1993.
CASH EQUIVALENTS
Cash equivalents consisted of money market funds and are stated at cost, which
approximates market.
RECLASSIFICATIONS
Certain 1991 and 1992 amounts have been reclassified to conform to the 1993
presentation.
DIVIDEND RESTRICTION
CenCor has limited sources of funds from continuing operations, except from
Century. The terms of Century's debt restructuring (NOTE 5) eliminate Century's
ability to pay dividends on its common stock other than in the stock of Century.
Accordingly, CenCor will not be entitled to receive cash dividends from Century
until Century's restructured debt obligations have been paid in full.
2. REORGANIZATION AND EXTRAORDINARY ITEM
On July 19, 1993, CenCor filed a Voluntary Petition with the United States
Bankruptcy Court. At the same time, CenCor filed an Application with the
Bankruptcy Court seeking expeditious confirmation of its previously creditor
approved prepackaged plan of reorganization. The plan was confirmed by the
Bankruptcy Court on August 30, 1993.
Pursuant to the plan, the noteholders received the following securities for each
$1,000 aggregate amount of principal and accrued but unpaid interest at December
31, 1992:
(i) $600 principal amount of non-interest bearing New Notes
(ii) $400 principal amount of non-interest bearing Convertible
Notes
(iii) 5.2817 shares of CenCor common stock, par value $1 per
share
The New Notes and Convertible Notes are non-interest bearing and will mature on
July 1, 1999. The Convertible Notes may be converted at the option of the
holder, at any time, into shares of common stock at
29
2. REORGANIZATION AND EXTRAORDINARY ITEM (CONTINUED)
a ratio of one share of common stock for each $20 principal amount of
Convertible Notes. The reorganization resulted in the issuance of $17,230,589
of New Notes, $11,487,060 of Convertible Notes, and 151,679 shares of $1 par
value common stock on November 1, 1993. Simultaneously the Company cancelled
271,410 shares of treasury stock. The New Notes and Convertible Notes were
recorded at their net present value using an estimated market discount rate of
16%. A market value of $0.125 was assigned to the issuance of the common stock.
As a result of these transactions, an extraordinary gain of $18,033,000 was
recorded.
3. DISCONTINUED OPERATIONS
Effective November 6, 1992, the Company sold substantially all the net assets of
Charter in exchange for cash of $2,396,000, net of selling expenses of
approximately $144,000, a promissory note in the amount of $750,000 and the
buyer's assumption of certain liabilities. The promissory note is payable in
full on November 5, 1995, including all accrued interest compounded monthly at a
rate of 12% per annum. Net assets sold were approximately $6,969,000. The
Company recorded a loss on disposal (net of income taxes) of $4,090,000.
Effective February 29, 1992, the Company sold seven Temporary Services offices
located in Ohio. The gross cash proceeds of the sale was $2,842,000 which was
received May 1, 1992. In July 1992, the remainder of the Temporary Services
offices were sold. The gross cash proceeds to the Company of the sale was
approximately $1,660,000 which was received July 29, 1992. Total net assets of
all the offices sold was approximately $4,111,000. The Company recorded a gain
of $391,000 (net of income taxes) from the sale of these Temporary Services
offices which is classified as discontinued operations in the accompanying
consolidated statements of operations.
Effective December 11, 1991, the Company sold Writers to Christine England from
whom the Company had acquired the business in 1989. The sales price for Writers
was $2,560,000, of which $1,110,000 was paid to the Company in cash and the
balance eliminated indebtedness, including accrued interest, due from CenCor to
Ms. England for the deferred portion of the purchase price payable to her when
CenCor acquired Writer's, or amounts due to her as consideration for her
agreement not to compete with CenCor. The Company recorded a loss of $369,000
(net of income taxes) related to this sale.
Concorde, which was spun off to the stockholders of the Company in 1988, had
previously agreed to assume certain obligations of the Company relating to the
Company's Series H 10% notes. Concorde notified the Company on October 1, 1992,
that it was unable to continue making payments on the assumed debt. On October
30, 1992, Concorde executed a restructuring agreement with the Company, which
terminated Concorde's obligations regarding these notes. In consideration, the
Company accepted Concorde's Junior Secured Debenture ("Junior Secured
Debenture") for $5,422,000. As a result of Concorde's precarious financial
condition, the Company established a reserve for the full amount due from
Concorde. The loss provision related to the allowance is classified in the
accompanying 1992 consolidated statement of operations as discontinued
operations.
On December 30, 1993, Concorde and Century amended the Restructuring Agreement
(as later defined) to provide that CenCor would receive $8,390,000 of Concorde's
previously charged-off receivables in full payment of the accrued interest on
the Junior Secured Debenture through December 31, 1993 in the amount of
$559,353. The receivables, which consist of accounts 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 amendment grants CenCor limited
rights of substitution until such time as it collects $559,353 from the
receivables, exclusive of out-of-pocket collection
30
3. DISCONTINUED OPERATIONS (CONTINUED)
fees and expenses paid to third-parties. The Company has engaged a collection
agent to pursue recovery of such receivables. The $559,353 accrued but unpaid
interest is fully reserved in the accompanying consolidated balance sheet.
The income (loss) from operations, net of applicable income taxes, for the
Temporary Services division, Writer's and Charter is classified as discontinued
operations in the accompanying consolidated statements of operations. The net
income (loss) from discontinued operations is as follows:
DECEMBER 31
1993 1992 1991
--------------------------------------------------
Revenue $ - $10,803,000 $32,720,000
Expense - 11,305,000 32,601,000
--------------------------------------------------
Income (loss) from discontinued
operations before income taxes - (502,000) 119,000
Income taxes applicable to discontinued
operations - - (8,000)
--------------------------------------------------
Net income (loss) from discontinued
operations $ - $ (502,000) $ 111,000
--------------------------------------------------
--------------------------------------------------
4. CIKC LOANS
Robert F. Brozman, who had been the President and Chairman of the Board of
CenCor since its incorporation in 1968, died on June 10, 1991. Shortly
thereafter, the directors who were serving on CenCor's Board of Directors at the
time of Robert F. Brozman's death, including his son, Jack L. Brozman, learned
for the first time of the "CIKC Loans" described below.
Prior to Robert F. Brozman's death, various banks and other lenders had made
loans, purportedly to CenCor, the proceeds of which were never received by, or
used for the benefit of, CenCor, but rather were credited to the account of and
used by CenCor, Inc. of Kansas City ("CIKC"). CIKC is a wholly-owned subsidiary
of Cor, Inc. ("Cor") which was wholly-owned and controlled by Robert F. Brozman.
CIKC recorded these loans on its financial statements as its obligations.
The lenders whose loan proceeds were received by and used for the benefit of
CIKC ("CIKC Lenders") apparently believed, based upon actions taken by or at the
direction of Robert F. Brozman, that the loans were being made to CenCor. The
principal amount due to the CIKC Lenders was $23,117,820 at the time of Robert
F. Brozman's death. The CIKC Lenders have asserted that CenCor (among other
parties) is obligated to repay the CIKC Loans.
The Estate of Robert F. Brozman (the "Estate"), CIKC and Cor (collectively, the
"Indemnitors") entered into an indemnity agreement dated July 26, 1991, with the
Company (the "Indemnity Agreement") in which the Estate, CIKC and Cor
acknowledged that they are jointly and severally liable to repay the amounts due
to the CIKC Lenders. The Indemnitors also agreed to indemnify the Company
against certain other injury or loss that the Company might incur as a result of
certain unauthorized actions or omissions of the late president. Although
CenCor has not admitted liability with respect to these claims, it has executed
a Continuing Guarantee of Collection with respect to liabilities flowing from
the CIKC Loans as well as a Continuing Guarantee of Collection for Certain
Creditors Previously Unsecured of up to $3 million for the benefit of certain
unsecured creditors of the Estate of Robert F. Brozman.
31
4. CIKC LOANS (continued)
The Company's potential exposure to the CIKC Lenders and to the unsecured
creditors of the Estate has been significantly reduced as a result of the sale
of the Estate's assets, including the common stock of LaPetite Academy, Inc.
owned by the Estate. CenCor has been informed by the Estate that the outstanding
balance of the CIKC Loans was $2,142,000 as of March 1, 1994 and that the
current balance of the unsecured obligations of the Brozman Estate is
approximately $860,000. The Estate has also informed CenCor that it has
contracted to sell its last remaining significant asset, which sale may generate
sales proceeds, after provision for administrative expenses and taxes,
sufficient to satisfy all of its outstanding liabilities. Because the closing
contingencies of the sales contract have yet to be satisfied and because the
amount of taxes and administrative expenses to be paid by the Estate have not
been determined, there can be no assurance that the claims of the CIKC Lenders
and the others against CenCor pursuant to the guarantees will not exceed the
Estate's ability to satisfy such claims and to indemnify CenCor. CenCor has
recorded no provision for loss relating to the contingencies associated with the
CIKC loans.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.)
32
5. LONG-TERM DEBT
Long-term debt at December 31, 1993 and 1992, consisted of:
1993 1992
------------------------------
CENTURY ACCEPTANCE CORPORATION
Senior debt:
Senior secured notes, 7.141% to 9.875% $ 45,542,000 $ -
payable through April 30, 1997
Senior secured deferred payment notes, 7,658,000 -
7.278% to 7.84%, due April 30, 1997
7% to 11.25%, payable in various installments
through 1998 - 53,200,000
------------------------------
TOTAL SENIOR DEBT 53,200,000 53,200,000
Subordinated debt:
Senior Subordinated notes:
Subordinated secured notes, 9.5% to 10.875%
payable through April, 1997 9,173,000 -
Subordinated secured deferred payments notes,
8.393% to 9.34%, due April 30, 1997 5,430,000 -
Subordinated secured compound PIK notes,
8.393% to 9.34%, due April 30, 1997 1,147,000 -
Senior subordinated notes, 9.5% to 11.75%,
payable in various installments through 1998 - 15,680,000
Junior subordinated notes:
Junior subordinated secured notes, 10.75% to
11.875%, payable through April 30, 1997 4,725,000 -
Junior subordinated secured deferred payment
notes, 10.028% to 10.59%, due April 30, 1997 7,637,000 -
Junior subordinated secured compound PIK
notes, 10.028% to 10.59%, due April 30, 1997 2,952,000 -
Junior subordinated notes, 10% to 12.5%,
payable in various installments through 1998 - 15,050,000
------------------------------
Total Subordinated Debt 31,064,000 30,730,000
------------------------------
Total Century Acceptance Corporation $ 84,264,000 $ 83,930,000
------------------------------
------------------------------
33
5. LONG-TERM DEBT (continued)
1993 1992
------------------------------
CENCOR, INC.
Subordinated debt securities, due July 1, 1999 14,635,000 -
Less: discount, 16%, effective rate (7,423,000) -
Convertible debt securities, due July 1, 1999 9,756,000 -
Less: discount, 16%, effective rate (4,948,000) -
Subordinated notes, 10%, due in 1996 - 12,999,000
Subordinated notes, 9% to 12%, payable in series
from 1992 through 1995 - 11,392,000
------------------------------
Total CenCor, Inc. 12,020,000 24,391,000
------------------------------
Total Companies $ 96,284,000 $108,321,000
------------------------------
------------------------------
On January 29, 1993, Century entered into amendment and exchange agreements with
the holders of its long-term debt (the Agreements), whereby the holders
exchanged their prior notes for new notes and the terms and covenants of the
debt agreements were amended. The covenants include in part, maintaining net
worth at certain minimum levels and limitations on indebtedness and payment of
dividends. Century is in compliance with the amended covenants of the long-term
debt agreements at December 31, 1993.
Pursuant to the Agreements, all of Century's long-term debt will mature on April
30, 1997. However, scheduled principal installments as provided for in the
original debt agreements are due prior to this date (except for past-due
installments as of January 28, 1993, aggregating approximately $18.7 million,
for which a combination of Secured Deferred Payment Notes and Secured Compound
PIK Notes were issued but are not due prior to April 30, 1997). In lieu of cash
payment of the scheduled principal installments, Century has delivered Secured
Deferred Payment Notes for the related senior debt and a combination of Secured
Deferred Payment Notes and Secured Compound PIK Notes for the related
subordinated and junior subordinated debt. These notes will bear interest at the
rate of 4.5 year Treasury Notes as of the installment due date, plus 2.25%
(senior notes), 3.75% (subordinated notes) and 5% (junior subordinated notes).
Interest is payable monthly under all of the notes, except for the Secured
Compound PIK Notes, for which interest compounds monthly and is payable on April
30, 1997.
All of the notes issued are secured by a security interest in the assets of
Century. The noteholders have agreed to subordinate their lien to providers of
new secured lending, provided that Century is in compliance with the conditions
specified in the Agreements.
Century is required under the debt agreements to pay a prepayment penalty if
Century pays off the notes in full prior to the April 30, 1997 maturity date.
The amount of the prepayment penalty is dependent upon the rates at which the
noteholders can reinvest the principal. Century is prohibited from making
partial principal payments and from redeeming less than all of the notes.
34
5. LONG-TERM DEBT (continued)
Prior to the execution of the Agreements, Century had scheduled principal
installment payments due subsequent to April 30, 1997 of approximately
$16,547,000. Pursuant to the Agreements, the notes issued in exchange for these
scheduled payments mature on April 30, 1997, at which time Century may be
required to pay a premium based upon the rates at which the noteholders are able
to reinvest the principal.
In consideration for the noteholders entering into the Agreements, Century
issued warrants to the noteholders to acquire 300,000 shares of Century's common
stock which constitutes 25% of Century's common stock on a fully diluted basis.
The warrants vested on April 30, 1993 and expire on January 1, 2003. The
exercise price of the warrants is $.01 per share. Century has the right to call
the warrants in May 1997 if the notes have been paid in full. The noteholders
can require Century to purchase (at a per share price based upon the greater of
the fair value of the shares or equity value, equal to the book value of Century
plus a 5% premium on net finance receivables) their warrants and the shares
obtained from the exercise of the warrants [at the greater of their then current
market value if an offer exists, or equity value (as defined)] after the notes
are paid in full or upon the occurrence of certain events including the sale of
substantially all of the assets of Century.
The value of the warrants in excess of the exercise price (the put adjustment)
is accrued as interest expense over the period from the date of issuance to the
earliest date the creditors may force Century to buy the warrants (the put
date). Changes in the highest redemption price after the date of issuance and
before the earliest put date, including changes in interim periods, will be
considered changes in accounting estimates and will affect the put adjustment on
a prospective basis. Changes in the highest redemption price after the earliest
put date will be recognized as interest expense in the current year.
The term and provisions of the long-term debt of CenCor, Inc. are described in
Note 2 to the financial statements.
6. LOSS ON PURCHASE OF FRAUDULENT AUTOMOBILE CONTRACTS
During 1991, Century was the victim of a fraudulent scheme involving the
purchase of automobile financing contracts which the Company determined were
fictitious or missing vehicle titles. The receivables were acquired in 1991 from
JoAnn's Instant Finance Cars, Inc. (JoAnn's), a used car dealer. Century had an
agreement with JoAnn's for JoAnn's to sell vehicles repossessed by certain of
Century's subsidiaries. When the vehicles were purportedly sold by JoAnn's,
Century acquired the purchasers' installment contracts. A service fee
(representing repossession and automobile restoration costs) was paid to JoAnn's
at the time the new contract was acquired. When those receivables became
delinquent, JoAnn's exchanged other installment contracts for the delinquent
accounts. Century had approximately $11,200,000 of finance receivables purchased
from JoAnn's, of which $8,500,000 were charged off in 1991. During 1992, all
remaining JoAnn's finance receivables were charged off, with a resulting charge
to the provision for credit losses of $600,000. Century does not have any other
such agreements for the sale of repossessed vehicles.
These transactions were classified in the 1991 consolidated statement of
operations as follows:
Other operating expense (aggregate service fees paid to JoAnn's) $3,120,000
Provision for credit losses 1,673,000
Loss on fraudulent automobile contracts 3,707,000
-------------
$8,500,000
-------------
-------------
35
6. LOSS ON PURCHASE OF FRAUDULENT AUTOMOBILE CONTRACTS (continued)
A subsidiary of Century commenced litigation February 19, 1992, against JoAnn's
Instant Finance Cars, Inc. (JoAnn's) in the Circuit Court of the Thirteenth
Judicial Circuit of Hillsborough County, Florida. The Company alleged a variety
of fraudulent and criminal activities by the defendants and was seeking monetary
damages, as well as various forms of equitable relief. On January 19, 1993, the
Court of Florida issued a final judgement for $6,000,000 in favor of Century.
Management believes it is unlikely any portion of the judgement will be
recovered, and accordingly, the Company has not recorded any related amounts in
the consolidated financial statements.
7. CREDIT LOSS EXPERIENCE
An analysis of the allowance for credit losses on finance receivables is as
follows:
DECEMBER 31
1993 1992 1991
-------------------------------------------------
BALANCE AT BEGINNING OF YEAR $ 5,990,000 $ 7,618,000 $ 4,502,000
Charge offs (5,032,000) (16,278,000) (13,412,000)
Fidelity bond claim - - 1,000,000
Recoveries 1,964,000 880,000 567,000
-------------------------------------------------
Net charge offs (3,068,000) (15,398,000) (11,845,000)
Provision charged to continuing
operations 2,104,000 12,988,000 11,708,000
Additions from purchases
of bulk sales contracts - 782,000 3,253,000
-------------------------------------------------
Balance at end of year $ 5,026,000 $ 5,990,000 $ 7,618,000
-------------------------------------------------
-------------------------------------------------
36
8. FINANCE RECEIVABLES
Finance receivables at December 31, 1993 and 1992, consisted of:
1993 1992
-------------------------------------------
Consumer loans $ 78,951,000 $ 65,530,000
Real estate loans 13,560,000 6,382,000
Automobile contracts 1,407,000 14,453,000
Installment sales contracts 25,258,000 14,751,000
-------------------------------------------
119,176,000 101,116,000
Less:
Unearned finance charges (24,063,000) (18,838,000)
Allowance for credit losses (5,026,000) (5,990,000)
Dealer reserves (1,115,000) (1,511,000)
-------------------------------------------
Net finance receivables $ 88,972,000 $ 74,777,000
-------------------------------------------
-------------------------------------------
Finance receivables may be originated at any one of Century's 53 branch offices
or may be purchased. Century's branches are located in 16 states, primarily in
the Midwest and the South. As of December 31, 1993, the five states with the
largest concentration of net finance receivables are as follows:
Georgia $19,077,000
Texas 12,309,000
Kansas 11,045,000
Florida 9,862,000
Oklahoma 8,648,000
The maximum term of finance receivables, other than real estate secured
accounts, is 48 months, although Century generally restricts maturities to 36
months. The maximum term over which real estate loans are written is 180 months.
Contractual maturities at December 31, 1993, were estimated to be as follows:
37
8. FINANCE RECEIVABLES (continued)
1997 and
1994 1995 1996 Thereafter
---------------------------------------
Consumer/Real Estate 51% 33% 12% 4%
Sales finance and
automobile contracts 55 25 11 9
Experience of the finance industry indicates a substantial portion of finance
receivables will be paid off or renewed prior to contractual maturity dates.
Accordingly, the preceding table cannot be regarded as a forecast of future cash
collections.
Although Century may require borrowers to pledge collateral on precompute and
interest-bearing loans, such collateral is generally not pursued in the event of
default. Sales finance and automobile contracts are generally collateralized,
although the fair value of the collateral in the event of repossession has
historically been significantly less than the book value of the contract.
9. EARNINGS PER SHARE
As of December 31, 1993, 1992 and 1991, earnings per common share and common
equivalent shares were computed by dividing net income by the weighted average
number of shares of common stock and common stock equivalents outstanding during
the period.
For the period ended December 31, 1993, the number of weighted average common
share equivalents was increased under the assumption that all of the Convertible
Notes were converted to common stock. As indicated in Note 2, the Convertible
Notes may be converted, at the option of the holder at any time, into shares of
common stock at a ratio of one share of common stock for each $20 principal
amount of Convertible Notes.
10. INCOME TAXES
On January 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS109). The adoption of SFAS
109 had no impact on the Company's consolidated financial statements.
The Company and its subsidiaries file a consolidated federal income tax return.
The benefit for income taxes allocated to continuing operations for each of the
three years in the periods ended December 31, consisted of the following:
38
10. INCOME TAXES (CONTINUED)
1993 1992 1991
-----------------------------------------
Federal income taxes:
Deferred taxes arising from:
Utilization of net operating loss
to extent of existing deferred
income taxes $ - $ - $ (687,000)
Other, net - (336,000) -
-----------------------------------------
$ - $ (336,000) $ (687,000)
-----------------------------------------
-----------------------------------------
A reconciliation of income tax benefit allocated to continuing operations to the
amount computed using the statutory federal income tax rate is as follows:
1993 1992 1991
-----------------------------------------
Benefit at statutory rate (34%) $ (2,467,000) $(4,314,000) $(3,072,000)
Estimated limitation of recognition
of operating loss under applicable
accounting principles 2,467,000 3,978,000 2,385,000
-----------------------------------------
Income tax benefit allocated to
continuing operations $ 0 $ (336,000) $ (687,000)
-----------------------------------------
-----------------------------------------
The Company's income tax returns for 1988 and 1989 were examined by the Internal
Revenue Service (IRS), which has proposed certain adjustments, a portion of
which have been protested by the Company. The Company has also claimed
additional deductions in these years as a result of the prior period
adjustments. Management believes that the ultimate disposition of the IRS
examination will not have a material effect on the financial position of the
Company.
As a result of the matters described above, management cannot precisely estimate
the amount of the Company's net operating loss carryforward for financial
reporting and income tax purposes and thus, the deferred tax assets which may
exist. However, a valuation allowance would be required during 1993 to fully
offset the amount of any such assets. Accordingly, the present inability to
estimate the net operating loss carryforward for income tax purposes has no
impact on the consolidated financial statements.
11. STOCK OPTION PLAN
In March 1993, the Company's stock option plan was terminated and participants
were paid $0.50 for each of the 5,380 options previously outstanding in exchange
for a waiver of rights with respect to acquiring shares of CenCor common stock
under the plan.
39
12. EMPLOYEE BENEFIT PLAN
The Company has a Profit-Sharing and 401(k) Retirement Savings Plan (the Plan)
which covers all employees, age 21 or older, with one year of service.
Participants may contribute from 1% to 20% of their annual compensation, with
certain exclusions. The Company may make discretionary contributions. No
contributions were made by the Company to the Plan in 1993, 1992, or 1991.
13. COMMITMENTS AND CONTINGENCIES
The Company has agreed not to compete with Charter in the equipment leasing
business through November 1995. Additionally, the Company has agreed not to
engage in the business of temporary services for various terms, the longest of
which extends through July, 1997.
The Company rents substantially all office space under leases expiring at
various dates through 1998. Certain of the leases contain renewal options and/or
obligations or occupancy expenses allocated to tenants. Total rent expense was
$946,000, $980,000 and $1,158,000 in 1993, 1992 and 1991, respectively.
Aggregate minimum future rentals under these noncancelable operating leases at
December 31, 1993, were as follows:
1994 $ 777,000
1995 656,000
1996 554,000
1997 551,000
1998 158,000
----------
$2,696,000
----------
----------
On April 12, 1993, Century terminated the employment of its President and Chief
Executive Officer (CEO). Century and the CEO entered into a settlement agreement
which details the economic terms of severance benefits to the CEO. The amounts
related to these benefits have been recorded in the accompanying consolidated
financial statements. The agreement also provides for a bonus that may be
payable in the event a majority of Century's assets or stock is sold prior to
April 13, 1996.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.)
40
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.)
41
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following tables sets for the names of the directors of the registrant
and certain related information as of December 31, 1993. Each of the directors
has been elected to serve until the next annual meeting of stockholders or until
his successor is duly elected and qualified.
NAME OF NOMINEE SERVED PRINCIPAL OCCUPATION FOR
FOR DIRECTOR SINCE AGE LAST FIVE YEARS AND DIRECTORSHIPS(1)
- ------------ ----- --- ------------------------------------
Jack L. Brozman(1) 1979 43 Chairman of the Board, President and Chief Executive Officer of CenCor and Concorde Career
Colleges, Inc. ("Concorde") since June 1991. Chief Executive Officer of Century from July
1991 to August 1992. Chairman of the Board and Treasurer, from June 1991 until July 23,
1993, and President and Director, for more than five years prior to July 23, 1993, of
LaPetite Academy, Inc. ("LaPetite"). Director of Century and Concorde.
Edward G. Bauer, 1991 65 Vice President and General Counsel of Philadelphia Electric Company for more than the prior
Jr.(2)(3) five years through August 1988. Retired from this position at the end of August 1988.
Director of Continental Bank, Philadelphia, Pennsylvania for the five-year period prior to
September 1992.
George L. 1991 62 Chief Operating Officer of Dilworth, Paxson, Kalish & Kauffman, Philadelphia, Pennsylvania
Bernstein(2)(3) (law firm) since November 1991. Executive Partner/Chief Executive Officer of Laventhol &
Horwath (national public accounting firm which filed for protection under the bankruptcy
laws in November 1990) for more than the prior five years through May 1990. Director of R &
B, Inc. (distributor of automotive parts). Director of Century effective April 8, 1993.
Director of O'Brien Environmental Energy, Inc. effective March, 1994.
Marvin S. 1991 64 Executive Vice President and Chief Financial Officer of Subaru of America, Inc. for more
Riesenbach(2)(3) than the prior five years through October 1990. Retired from this position at the end of
October 1990.
<FN>
(1) Jack L. Brozman is the son of the late Robert F. Brozman and the sole
executor of the Brozman Estate.
(2) Director effective July 1, 1991.
(3) Member of Special and Audit Committees beginning July 1, 1991. Elected to
Executive Compensation Committee on August 21, 1991.
42
The Board of Directors of the Company held thirteen meetings and acted by
unanimous written consent on seven occasions during the last fiscal year.
Standing committees, consisting of the Special Committee and the Audit
Committee, held five meetings during the last fiscal year. The Executive
Compensation Committee, which did not become active until early 1993, makes
salary and bonus recommendations for certain executive officers. The Audit
Committee oversees the work of CenCor's independent auditors. The Company's
Board of Directors does not have a nominating committee. The Special Committee
has the final authority to thoroughly investigate and report to the Board of
Directors on certain matters concerning the misappropriation of CenCor's assets
by CenCor's previous chairman of the board, Robert F. Brozman, or certain of his
affiliated privately held companies. The Special Committee also has the power
and authority to consider the adequacy of CenCor's internal controls and
procedures and to explore strategic steps to maximize value for all relevant
constituencies of CenCor and to investigate and report upon such other matters
as the Special Committee considers appropriate. The Special Committee, the
Executive Compensation Committee, and the Audit Committee are composed of
Messrs. Bauer, Bernstein and Riesenbach.
In addition to Jack L. Brozman, the following persons also serve as
executive officers of CenCor or Century.
NAME AGE PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
- ---- --- ----------------------------------------
Dennis C. Berglund 56 Chief Executive Officer and President of
Century since June 1993. Acting Chief
Executive Officer and President of
Century from April 1993 until June 1993.
Chief Financial Officer, Executive Vice
President and Chief Administrative
Officer of Imperial Thrift and Loan
Association, Burbank, California, from
March 1988 through November 1992.
Experience includes 24 years with Avco
Financial Services, an international
consumer finance company.
Patrick F. Healy 41 Vice President-Finance, Treasurer and
Chief Financial Officer of CenCor and
Century since July 1991. General partner
in Equity Analysts, a Kansas City,
Missouri based real estate investment
group, for more than the prior five
years. Vice President, Treasurer and
Director of TSI Holdings, Inc., a parent
company of a manufacturing enterprise,
from November 1989 through June 1991.
Randall J. Opliger 36 Controller of CenCor and Vice President
and Controller of Century since July
1992. Controller and member of Executive
Committee of Garsite/TSR, Inc., a Kansas
City, Kansas manufacturing enterprise,
from April 1990 to December 1991.
Director of Finance of R.F.D. Travel
Corp., Overland Park, Kansas from July
1984 to March 1990.
William J. Turner 58 Executive Vice President-Acquisitions and
Administration of Century since January
1993. Employed by Century in various
management positions for approximately 29
years.
43
DISCLOSURE OF DELINQUENT FILERS
Except as described below, the Company believes, based on information filed
with the Company, that all reports required to be filed for the past two years
with the Securities and Exchange Commission under Section 16 by the Company's
executive officers, directors, and ten percent stockholders have been filed in
compliance with applicable rules:
Randall J. Opliger failed to file an initial report on Form 3 with respect
to his appointment as an executive officer of the Company in July 1992. A
report on Form 5 disclosing the information required by Form 3 (and reporting no
common stock ownership or transactions) was subsequently filed, on an untimely
basis, with the Securities and Exchange Commission. Dennis C. Berglund failed
to file an initial report on Form 3 with respect to his appointment as an
executive officer of the Company in June 1993. A report on Form 5 disclosing
the information required by Form 3 (and reporting no common stock ownership or
transactions) was subsequently filed, on an untimely basis, with the Securities
and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table sets forth information as to the compensation of the
Chief Executive Officer and each of the other executive officers of CenCor and
Century, whose total annual salary and bonus exceeded $100,000, during the year
ended December 31, 1993 for services in all capacities to CenCor and its
subsidiaries in 1991, 1992, and 1993.
LONG-TERM
COMPENSATION
ANNUAL ----------------
COMPENSATION AWARDS
-------------------------------------------------------------
OTHER ANNU-
AL
COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION OPTIONS/SARS
POSITION YEAR ($) ($) ($) (#)
- -----------------------------------------------------------------------------------------------------------------------
Jack L. Brozman, Chairman of the Board 1993 $129,800(1) $25,000(2) 60,000(3)
and Chief Executive Officer of CenCor;
Chief Executive Officer of Century to Au- 1992 $125,000(1)
gust 1992
1991 $ 66,500(1)
Patrick F. Healy, Vice President-Finance; 1993 $161,000 $ 5,000(4) 30,000(3)
Treasurer and Chief Financial Officer of
CenCor and Century 1992 $144,000
1991 $ 65,000
Dennis Berglund, Chief Executive Officer 1993 $100,077 74,400(5)
and President of Century
- ----------------
<FN>
(1) Mr. Brozman also received compensation as an executive officer of LaPetite
and Concorde.
(2) Mr. Brozman was awarded and paid a $25,000 cash bonus in 1993 in
recognition of his excellent performance during 1992. See "Executive
Compensation and Certain Transactions--Executive Compensation Committee
Report."
(3) "See "Executive Compensation--Option/SAR Grants in Last Fiscal Year."
(4) Mr. Healy was awarded and paid a $5,000 cash bonus in 1993 in recognition
of his excellent performance to the Company during 1992. See "Executive
Compensation and Certain Transactions--Executive Compensation Committee
Report.
(5) Consists of the value of a leased automobile, vacation earned as the result
of a promotional program, relocation prerequisites ($51,400), and gross up
payment for tax liability.
44
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information as to stock appreciation rights
granted by CenCor during 1993 to executive officers named in the Summary
Compensation Table.
POTENTIAL REALIZABLE
VALUE AT ASSUMED AN-
NUAL RATES OF STOCK PRICE
INDIVIDUAL GRANTS APPRECIATION FOR OPTION
TERM(1)
- -------------------------------------------------------------------------------------------------------------------
PERCENT OF TOTAL
OPTIONS/SARS EXERCISE OR
OPTIONS/SARS GRANTED TO EM- BASE PRICE EXPIRATION
NAME GRANTED(#) PLOYEES IN FISCAL ($/SH) DATE 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------------------
Jack L. Brozman 60,000(2) 67% $1.00 n/a 0 0
Patrick F. Healy 30,000(3) 33% $1.00 n/a 0 0
<FN>
- ----------------
(1) Although the phantom share options (see following footnotes) do not have
expiration dates (except upon the occurance of certain events of
forfeiture), the table assumes that the options are exercised five years
from the date of grant.
(2) On February 4, 1993, CenCor's Compensation Committee approved a phantom
share option agreement between CenCor and Mr. Brozman. Under the terms of
the agreement, Mr. Brozman was granted phantom share options relating to
60,000 shares of Common Stock. For each option exercised, Mr. Brozman will
receive a cash payment (subject to applicable tax withholding required by
law) equal to the excess, if any, over $1.00 per share of the greater of
the closing price of the Common Stock on the NASDAQ National Market (as
determined on the date the option is exercised), the stockholders' equity
of CenCor at the end of its most recent fiscal quarter, and (1) the
aggregate distributions per share received by CenCor's stockholders in the
event CenCor is liquidated. For the purposes of the phantom share option
agreement, a merger or consolidation in which CenCor is not the surviving
party or a transaction in which the CenCor stockholders receive cash or
securities of another company in exchange for their CenCor shares shall be
deemed to be a liquidation. The options may not be exercised unless Mr.
Brozman remains a director until February 3, 1994. The options
automatically terminate five years after Mr. Brozman resigns or is removed
as a director, or 1. on the date Mr. Brozman engages in certain misconduct
under his employment agreement.
(3) CenCor and Mr. Healy executed a phantom share option agreement on February
4, 1993 pursuant to which Mr. Healy received phantom share options relating
to 30,000 shares of Common Stock. The phantom share options expire (i)
five years after Mr. Healy ceases to be an employee of CenCor or (ii) on
the date Mr. Healy engages in certain misconduct under his employment
agreement. The other terms of Mr. Healy's phantom share option agreement
are essentially identical to those set forth with respect to Mr. Brozman in
Note 2 above.
OPTION/SAR EXERCISE AND FISCAL YEAR-END OPTION/SAR VALUE TABLE
No option on stock appreciation rights were exercised by any of the named
executive officers during 1993. The following table provides information with
respect to the named executive officers concerning unexercised options held as
of December 31, 1993.
# OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
NAME UNEXERCISED SARS AT FY-END SARS AT FY-END ($)(1)
- ---------------------------------------------------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------------
Jack L. Brozman, 60,000(2) 0 0
CEO
Patrick F. Healy 30,000(2) 0 0
<FN>
- ---------------
(1) Based on the difference between the closing price of the Company's common
stock on December 31, 1993 and the exercise price on the phantom share
options.
(2) Became exercisable on February 3, 1994.
45
COMPENSATION OF DIRECTORS
Each non-officer/director of CenCor is paid an annual retainer of $5,000
plus a fee (based on time spent on corporate matters, including attendance at
board and committee meetings) and expenses.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGE-
MENTS
On February 10, 1993, CenCor entered into a two-year employment agreement
with Mr. Healy. Under the terms of the agreement, Mr. Healy will continue to
serve as CenCor's Chief Financial Officer at an annual salary of $155,000. Mr.
Healy has also agreed that he will not, during the term of the employment
agreement and without the express written consent of CenCor's Board of
Directors, directly or indirectly have any interest in any business which is a
supplier to CenCor.
On June 28, 1993, Century entered into a three-year employment agreement
with Mr. Berglund. Under the terms of the agreement, Mr. Berglund will serve as
Century's President and Chief Executive Officer at annual salaries of $140,000,
$160,000 and $180,000 for the first, second and third years respectively of the
agreement. Mr. Berglund may also receive an annual bonus based on annual pre-
tax profits. Mr. Berglund has also agreed that he will not, during the term of
the employment agreement and without the expressed written consent of Century's
Board of Directors, directly or indirectly have any interest in any business
which is a supplier to Century.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, with respect to the Company's common stock
(the only class of voting securities), the only person known to be a beneficial
owner of more than five percent (5%) of any class of the Company's voting
securities as of March 1, 1994.
NUMBER OF SHARES AND
NAME AND ADDRESS NATURE OF BENEFICIAL
OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
- -----------------------------------------------------------------------------
Jack L. Brozman, Trustee 597,064(2) 48.1%
Robert F. Brozman Trust
1100 Main St.
Kansas City, Missouri 64105
<FN>
- ---------------
(1) Nature of ownership of securities is direct. Beneficial ownership as shown
in the table arises from sole voting power and sole investment power.
(2) Does not include 34,344 shares held by Jack L. Brozman or 20,025 shares
held by or for the benefit of Robert F. Brozman's other children, in which
the Trust disclaims any beneficial interest.
The following table sets forth, with respect to the Company's common stock
(the only class of voting securities), (i) shares beneficially owned by all
directors of the Company and nominees for director, and (ii) total shares
beneficially owned by directors and officers as a group, as of March 1, 1994.
46
NUMBER OF SHARES AND
NAME AND ADDRESS NATURE OF BENEFICIAL
OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
- -------------------------------------------------------------------------------
Jack L. Brozman 631,408(2) 51%
Edward G. Bauer, Jr. --- --
George L. Bernstein --- --
Marvin S. Riesenbach --- --
Directors and Officers as a Group 631,408(2) 51%
<FN>
- -------------
(1) Nature of ownership of securities is indirect. Beneficial ownership as
shown in the table arises from sole voting power and sole investment power.
(2) Includes 34,344 shares held by Jack L. Brozman and 597,064 shares held by
the Robert E. Brozman Trust. Does not include 20,025 shares held by or for
the benefit of Robert F. Brozman's other children, in which the Trust
disclaims any beneficial interest. Jack L. Brozman is the sole trustee and
is also one of the beneficiaries of the Robert F. Brozman Trust.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH CONCORDE AND LAPETITE
Concorde, a former CenCor subsidiary, continues to be indebted to CenCor as
a result of a 1992 restructuring agreement between Concorde and CenCor (the
"Restructuring Agreement"). Under the Restructuring Agreement, Concorde, which
is in the business of operating proprietary vocational training schools, was
released from an earlier agreement by which it assumed the obligations of CenCor
to make principal and interest payments on CenCor's outstanding Series H 10%
Notes. In consideration for releasing Concorde from this obligation, CenCor
received from Concorde a Junior Secured Debenture in the principal amount of
$5,422,000 (the amount of the principal and accrued interest on the Series H 10%
Notes immediately prior to the execution of the Restructuring Agreement) and
received Concorde's promise to pay an additional contingent payment to CenCor on
July 31, 1997 in an amount equal to 25% of the market value of Concorde's
outstanding common stock in excess of $3,500,000.
The Junior Secured Debenture is secured by a lien on substantially all of
Concorde's assets, which lien is junior to the lien of Concorde's secured bank
lender. The Junior Secured Debenture bears interest ranging from prime plus 1%
to prime plus 1-1/2% per annum, and provides for principal and interest payments
commencing September 30, 1995 based on a ten-year amortization schedule. The
Junior Secured Debenture initially provided that interest would accrue and
compound quarterly through September 30, 1995, when the first interest payment
would be due. Interest will be payable quarterly thereafter. In addition, the
Junior Secured Debenture provides that Concorde shall make annual prepayments
equal to 50% of Concorde's Excess Cash Flow, as defined in the debt
restructuring agreement between CenCor and Concorde.
On February 9, 1993, Concorde's secured bank lender and CenCor executed an
intercreditor agreement. Under the terms of the intercreditor agreement, CenCor
has agreed not to assert its rights against collateral pledged to it by Concorde
until the earlier to occur of (i) payment in full of Concorde's secured bank
debt or (ii) July 31, 1997. In addition, CenCor agreed that any amount due to
CenCor under the terms of the Restructuring Agreement or the Junior Secured
Debenture would be subordinate to the indebtedness evidenced by Concorde's
secured bank debt.
47
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)
On December 30, 1993, Concorde and Century amended the Restructuring
Agreement to provide that CenCor would receive $8,390,000 of Concorde's
previously charged-off receivables in full payment of the accrued interest on
the Junior Secured Debenture through December 31, 1993 in the amount of
$559,353. The receivables, which consist of accounts 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 amendment grants CenCor limited rights of substitution
until such time as it collects $559,353 from the receivables, exclusive of out-
of-pocket collection fees and expenses paid to third-parties.
Concorde has reported that it has an ongoing dispute with the United States
Department of Education ("DOE") concerning Concorde's compliance with DOE
factors of financial responsibility and, therefore, its eligibility to
participate in various student financial assistance programs. Concorde has also
reported that it is contesting DOE findings that certain of its proprietary
schools have violated DOE regulations concerning administration of Title IV
federal student financial assistance programs. CenCor has acknowledged that if
its schools are not allowed to participate in these student financial assistance
programs, the viability of Concorde's continuing operations would be in doubt.
Because the outcome of Concorde's regulatory disputes cannot be predicted,
there can be no assurance that Concorde will be able to perform its obligations
under the Junior Secured Debenture or that CenCor will receive any additional
payment based on the market value of Concorde's stock. Accordingly, CenCor has
established a reserve in its consolidated financial statements in the full
amount of the Junior Secured Debenture plus the receivables received in payment
of the accrued but unpaid interest of $559,353.
Jack L. Brozman, who is Chairman of the Board of CenCor and Century, is
Chairman of the Board of Concorde. Mr. Brozman owns 171,724 shares of Concorde
(2.5% of the outstanding). As sole fiduciary for the Estate of Robert F.
Brozman (the "Brozman Estate") and the Robert F. Brozman Trust (he is one of the
beneficiaries of the estate and the trust), he owns 2,985,324 shares of Concorde
(42.9% of the outstanding).
Prior to April 1993, CenCor shared leased office space with LaPetite,
another former CenCor subsidiary, and Concorde in Kansas City, Missouri in space
leased by LaPetite. Until October 1993, CenCor also shared certain office
services with both LaPetite and Concorde, and there were several common officers
and employees who divided their time between the three companies. Effective
January 11, 1993, CenCor entered into an agreement with LaPetite and Concorde
that provided for the allocation of certain costs as long as the corporations
continue to share employees/officers. Under the January 11, 1993 agreement and
a replacement transition agreement dated July 23, 1993, CenCor, LaPetite and
Concorde each paid their own direct expenses plus an allocated portion of
certain common expenses and each paid an allocated portion of salary and payroll
costs of the common employees. This sharing agreement between the three
companies terminated September 30, 1993. The three companies now maintain
separate office leases and office services and all intercompany accounts have
been settled.
Prior to July 23, 1993, Jack L. Brozman was the Chairman of the Board of
LaPetite and owned directly 2.1% of LaPetite's outstanding common stock. In
addition, the Brozman Estate and Robert E. Brozman Trust owned 11.8% of the
outstanding common stock of LaPetite prior to July 23, 1993.
Management believes that these transactions with LaPetite and Concorde have
been made on no less favorable terms than could be obtained from unaffiliated
third parties.
48
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)
OTHER TRANSACTIONS
Prior to Robert F. Brozman's death on June 10, 1991, loans were made by
outside institutions, purportedly to CenCor, whose proceeds were never received
by or used for the benefit of CenCor, but rather were credited to the account of
and used by CenCor, Inc. of Kansas City ("CIKC"). CIKC is a wholly-owned
subsidiary of Cor, Inc., which was, at the time of the loans, wholly-owned and
controlled by Robert F. Brozman. CIKC recorded such loans (the "CIKC Loans")
on its financial statements as its obligations. Shortly following the death of
Robert F. Brozman, the Board of Directors of CenCor learned for the first time
of the CIKC Loans, which had at that time a principal balance of $23,117,820.
Certain creditors, including the institutions referred to above (the "CIKC
Lenders"), have asserted claims against CenCor, among others, for actions taken
by the late Robert F. Brozman, CenCor's former chairman, including the CIKC
Loans. Although CenCor has not admitted liability with respect to these claims,
it has executed a Continuing Guarantee of Collection with respect to liabilities
flowing from the CIKC Loans as well as a Continuing Guarantee of Collection for
Certain Creditors Previously Unsecured of up to $3 million for the benefit of
certain unsecured creditors of the Estate of Robert F. Brozman.
The Estate of Robert F. Brozman and the related Trust of Robert F. Brozman
(collectively the "Brozman Estate"), Cor, and CIKC (collectively the
"Indemnitors") have executed an Indemnity Agreement (the "Indemnity Agreement")
with CenCor in which the Indemnitors acknowledge that they are jointly and
severally liable to repay the amounts due to the CIKC Lenders. The Indemnitors
also agree that they are jointly and severally liable to CenCor to the extent
CenCor is obligated to pay any of the CIKC Loans or Cor any loss, damages or
expense in connection with the CIKC Loans.
The Brozman Estate has been liquidating its assets in order to satisfy the
claims against it, including the claims to which the CenCor guarantees apply.
CenCor has been informed by the Brozman Estate that the outstanding balance of
the CIKC Loans was $2,142,000 as of March 1, 1994 and that the current balance
of the unsecured obligations of the Brozman Estate is approximately $860,000.
The Brozman Estate has also informed CenCor that it has contracted to sell its
last remaining significant asset, which sale may generate sales proceeds, after
provision for administrative expenses and taxes, sufficient to satisfy all of
its outstanding liabilities. Because the closing contingencies of the sales
contract have yet to be satisfied and because the amount of taxes and
administrative expenses to be paid by the Brozman Estate have not been
determined, there can be no assurance that the claims of the CIKC Lenders and
the others against CenCor pursuant to the guarantees will not exceed the Brozman
Estate's ability to satisfy such claims and to indemnify CenCor.
49
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this Annual Report on
Form 10-K.
1. The following Consolidated Financial Statements of CenCor, Inc. and
Subsidiaries are included in Item 8:
Consolidated Balance Sheets--At December 31, 1993 and 1992.
Consolidated Statements of Operations--For the years ended
December 31, 1993, 1992, and 1991.
Consolidated Statements of Stockholders' Equity (Deficit)--For
the years ended December 31, 1993, 1992, and 1991.
Consolidated Statements of Cash Flows--For the years ended
December 31, 1993, 1992, and 1991.
Notes to Consolidated Financial Statements.
2. The following Consolidated Financial Statement Schedules of CenCor,
Inc. and Subsidiaries are included in Item 14(d):
Schedule II--Amounts Receivable From Related Parties, Underwrit-
ers, Promoters and Employees Other Than Related Parties.
Schedule III--Condensed Financial Information of Registrant
(Parent Company Only).
Schedule VIII--Valuation and Qualifying Accounts and Allowances.
Schedules other than those referred to above have been omitted as not
applicable or not required under the instructions contained in Regulations
S-X, or the information is included elsewhere in the financial statements
or notes thereto.
3. Exhibits.
Exhibit
Number Description
------ -----------
2(a) Plan of Reorganization (Incorporated by reference--Exhibit 2(b)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992).
3(a) Certificate of Incorporation and all Amendments thereto through
August 31, 1990. (Incorporated by reference--Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1990.)
3(b) Bylaws amended through July 29, 1991. (Incorporated by
reference--Exhibit 3(a) to the Company's Annual Report on Form
10-K for the year ended December 31, 1991.)
50
4(a) Specimen common stock certificate. (Incorporated by reference--
Exhibit 4(a) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1990.)
4(b) Certificate of Incorporation and all Amendments and Amended and
Restated Bylaws. (Incorporated by reference--Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1990 and included as Exhibit 3(b) hereto.)
4(c) Composite Conform Copy Relating To: Century Acceptance Corpora-
tion Amendment and Exchange Agreement dated as of January 28,
1993 and Composite Conformed Copy of Amendment and Exchange
Agreement Regarding Century Acceptance Corporation Amendment and
Exchange Agreement dated as of January 28, 1993 relating to the
restructuring of Century Acceptance Corporation's outstanding
indebtedness to All State Life Insurance Company, Inc., American
Banker's Life Insurance Company of Florida, American Mutual Life
Insurance Company, Continental American Life Insurance Company,
The Lincoln National Life Insurance Company, Mutual Services
Casualty Insurance Company, New England Mutual Life Insurance
Company, Principal Mutual Life Insurance Company, Provident
Mutual Life Annuity Company of America, Provident Mutual Life
Insurance Company of Philadelphia, and Standard Insurance
Company. (Incorporated by reference -- Exhibit 4(d) to Company's
Annual Report on Form 10-K for the year ended December 31, 1992.)
4(d) Indentures between CenCor, Inc. and Commercial National Bank of
Kansas City, N.A. dated April 27, 1993 with respect to notes due
1999. (Incorporated by reference--Exhibit T3C to Company's
Application of Form T-3; SEC file #22-24246.
4(e) Indenture between CenCor, Inc. and Commercial National Bank of
Kansas City, N.A. dated April 27, 1993, with respect to
convertible notes due 1999; SEC file #22-24248.
10(a) Indemnity Agreement dated July 26, 1991 between the Company and
the Indemnitors. (Incorporated by reference--Exhibit 2 to Report
on Form 8-K dated July 29, 1991.)
10(b) First Amendment to Indemnity Agreement dated August 20, 1991
between the Company and the Indemnitors. (Incorporated by
reference--Exhibit 1 to Report on Form 8-K dated September 3,
1991.)
10(c) Modification and Exchange Agreement and Lender Consent
Stipulation dated August 1, 1991 between the Company, the
Indemnitors, and certain CIKC Lenders. (Incorporated by
reference--Exhibit 2 to Report on the Company's Form 8-K dated
September 3, 1991.)
10(d) Standstill Agreement dated August 14, 1991 between the Company
and College Boulevard National Bank. (Incorporated by reference-
-Exhibit 4 to Report on the Company's Form 8-K dated September 3,
1991.)
10(e) Expense Sharing Agreement dated January 1, 1993 between CenCor,
Inc., Century Acceptance Corporation, LaPetite Academy, Inc., and
Concorde Career Colleges, Inc. (Incorporated by reference --
Exhibit 10(h) to Company's Annual Report on Form 10-K for the
year ended December 31, 1992.)
10(f) Restructuring, Security and Guaranty Agreement dated October 30,
1992 between CenCor, Inc. and Concorde Career Colleges, Inc.,
Minnesota Institute of Medical
51
and Dental Assistants, Inc., United Health Careers Institute,
Inc., Southern California College of Medical and Dental
Assistants, Inc., Concorde Careers--Florida, Inc., Colleges of
Dental and Medical Assistants, Inc. and Computer Career
Institute, Inc. (Incorporated by reference -- Exhibit 10(j) to
Company's Annual Report on Form 10-K for the year ended December
31, 1992.)
10(g) Amendment to Agreement for Transfer of Assets and Assumption of
Liabilities dated October 30, 1992 between CenCor, Inc. and
Concorde Career Colleges, Inc. (Incorporated by reference --
Exhibit 10(k) to Company's Annual Report on Form 10-K for the
year ended December 31, 1992.)
10(h) Employement Agreement with Dennis C. Berglund dated June 28,
1993.
10(i) First Amendment to Restructuring, Security and Guarantee
Agreement between CenCor, Concorde, Minnesota Institute of
Medical and Dental Assistance, Texas College of Medical and
Dental Assistants, Texas College of Medical and Dental
Assistants, Inc., United Health Careers Institute, Inc., Southern
California College of Medical and Dental Assistants, Inc.,
Concorde Careers--Florida, Inc., College of Dental and Medical
Assistants, Inc. and Computer Career Institute, Inc. dated
December 30, 1993.
10(j) Transition Service Agreement between CenCor, Century, LaPetite,
and Concorde dated July 23, 1993.
10(k) Termination of Transition Services Agreement dated August 30,
1993 between LaPetite, CenCor, and Concorde.
21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ending December 31,
1993.
52
CENCOR, INC. AND SUBSIDIARIES
----------
SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES, UNDERWRITERS,
PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
BALANCE AT BALANCE AT
DESCRIPTION NAME OF DEBTOR BEGINNING OF PERIOD ADDITIONS DEDUCTIONS END OF PERIOD
- ----------- -------------- ------------------- --------- ---------- -------------
YEAR ENDED Estate of
DECEMBER 31, 1993 Robert F. Brozman $ 178,000 $ 3,000 $ 178,000 $ 3,000
Concorde Career
College, Inc. $ - - - $ 676,000 $ 676,000 $ - - -
YEAR ENDED Estate of
DECEMBER 31, 1992 Robert F. Brozman $ 687,000 $ 241,000 $ 750,000 $ 178,000
First Bancshares, Inc. $ 375,000 $ - - - $ 375,000 $ - - -
Concorde Career
College, Inc.(1) $5,201,000 $ 387,000 $5,588,000 $ - - -
YEAR ENDED Estate of
DECEMBER, 31, 1991 Robert F. Brozman $ - - - $ 687,000 $ - - - $ 687,000
First Bancshares,Inc. $1,000,000 $ - - - $ 625,000 $ 375,000
Concorde Career
College, Inc. $6,060,000 $ - - - $ 859,000 $5,201,000
<FN>
- ------------------
(1) During 1992, the registrant recorded an allowance for credit losses for the
entire amount of the Junior Secured Debenture ($5,422,000) and other advances
($166,000) due from Concorde Career College, Inc.
53
CENCOR, INC.
(PARENT COMPANY ONLY)
----------
SCHEDULE III--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
DECEMBER 31, 1993 and 1992
ASSETS
1993 1992
----------- -----------
Cash and cash equivalents. . . . . . . . . . . . . $ 986,000 $ 1,533,000
Investments in and advances to subsidiaries. . . . 5,614,000 11,062,000
Fixed assets, net. . . . . . . . . . . . . . . . . --- 29,000
Other assets . . . . . . . . . . . . . . . . . . . 872,000 678,000
---------- -----------
$ 7,472,000 $ 13,302,000
---------- -----------
---------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Long-term debt . . . . . . . . . . . . . . . . . . $12,020,000 24,391,000
Other liabilities. . . . . . . . . . . . . . . . . 1,167,000 5,536,000
Stockholders' equity (deficit) . . . . . . . . . . (5,715,000) (16,625,000)
---------- -----------
$ 7,472,000 $ 13,302,000
---------- -----------
---------- -----------
See Notes to Consolidated Financial Statements
of CenCor, Inc. included elsewhere in this report.
54
CENCOR, INC.
(PARENT COMPANY ONLY)
----------
SCHEDULE III--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31
1993 1992 1991
-------------------------------------------
Revenue $ 318,000 $ 419,000 $ 862,000
Expenses
Salaries and other operating expenses, net 913,000 1,438,000 639,000
Interest expense 2,109,000 3,359,000 3,907,000
-------------------------------------------
3,022,000 4,797,000 4,546,000
-------------------------------------------
-------------------------------------------
Loss from continuing operations before income taxes,
equity in undistributed losses of subsidiaries and
extraordinary item (2,704,000) (4,378,000) (3,684,000)
Income tax allocation - 1,646,000 687,000
-------------------------------------------
Loss from continuing operations before
equity in undistributed losses of subsidiaries
and extraordinary item (2,704,000) (2,732,000) (2,997,000)
Equity in undistributed losses of subsidiaries (4,552,000) (9,620,000) (5,351,000)
-------------------------------------------
Loss from continuing operations before extraordinary
item (7,256,000) (12,352,000) (8,348,000)
Loss from discontinued operations, net of
income taxes - (9,623,000) (229,000)
-------------------------------------------
Net loss before extraordinary item (7,256,000) (21,975,000) (8,577,000)
Gain on restructuring of long-term debt net of taxes
($0 in 1993) 18,033,000 - -
-------------------------------------------
Net income (loss) $10,777,000 $(21,975,000) $(8,577,000)
-------------------------------------------
-------------------------------------------
Weighted average common and common equivalent
shares outstanding 1,331,058 1,089,048 1,089,718
-------------------------------------------
-------------------------------------------
Earnings per share of common share and
common equivalent shares of stock:
Earnings (loss) per share from continuing operations $ (5.45) $ (11.34) $ (7.66)
Earnings (loss) per share from discontinued operations - (8.84) (.21)
-------------------------------------------
Earnings (loss) per share before extraordinary item (5.45) (20.18) (7.87)
Earnings (loss) per share from extraordinary item 13.55 - -
-------------------------------------------
Earnings (loss) per share from net income $ 8.10 $ (20.18) $ (7.87)
-------------------------------------------
-------------------------------------------
See Notes to Consolidated Financial Statements
of CenCor, Inc. included elsewhere in this report.
55
CENCOR, INC.
(PARENT COMPANY ONLY)
----------
SCHEDULE III--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED DECEMBER 31
Cash flows from operating activities: 1993 1992 1991
-------------------------------------------
Net income (loss) $10,777,000 $(21,975,000) $(8,577,000)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation - 21,000 105,000
Amortization of intangibles and debt expense - 226,000 662,000
Provision for credit losses - 168,000 426,000
Deferred tax benefit - - (362,000)
Provision for credit losses on subordinated notes
assumed by spun-off subsidiary - 5,422,000 -
Change in assets and liabilities, net of effects from acquisitions:
Investment in and advances to subsidiaries - 16,656,000 8,544,000
Income tax receivable - 2,494,000 3,106,000
Gain on restructure of debt (18,033,000) - -
Other assets and liabilities 6,648,000 5,343,000 2,682,000
-------------------------------------------
Total adjustments (11,385,000) 30,330,000 15,163,000
-------------------------------------------
Net cash provided by (used in) operating activities (608,000) 8,355,000 6,586,000
-------------------------------------------
Cash flows from investing activities:
Capital expenditures, net - - (50,000)
Proceeds from sale of other assets 61,000 1,202,000 -
-------------------------------------------
Net cash flow provided by (used in) investing activities 61,000 1,202,000 (50,000)
-------------------------------------------
Cash flows from financing activities:
Repayment of note payable - (491,000) (13,517,000)
Principal payments under long-term debt - (6,536,000) (11,617,000)
Net increase in notes payable to banks - - 8,830,000
Purchase of treasury stock - - (130,000)
-------------------------------------------
Net cash used in financing activities - (7,027,000) (16,434,000)
--------------------------------------------
Net increase (decrease) in cash and cash equivalents (547,000) 2,530,000 (9,898,000)
Cash and cash equivalents at beginning of year 1,533,000 (997,000) 8,901,000
-------------------------------------------
Cash and cash equivalents at end of year $ 986,000 $ 1,533,000 $ (997,000)
-------------------------------------------
-------------------------------------------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ - $ 2,085,000 $ 2,974,000
-------------------------------------------
-------------------------------------------
Income taxes $ - $ - $ 306,000
-------------------------------------------
-------------------------------------------
See Notes to Consolidated Financial Statements of CenCor, Inc.
included elsewhere in this report.
56
CENCOR, INC.
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
ADDITIONS DEDUCTIONS
----------------------------------------- -----------------------------------------
BALANCE AT CHARGED TO CHARGED TO NET CHARGE-OFF BALANCE AT
BEGINNING COSTS AND OTHER TRANSFERS OF RECEIVABLES END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS TO INCOME AND OTHER PERIOD
- ----------- ---------- ---------- ---------- --------- -------------- ----------
YEAR ENDED
DECEMBER 31, 1993:
Allowance for credit losses
on accounts receivable $ 70,000 $ --- $ 525,000 $ --- $ --- $ 595,000
Allowance for credit losses
on finance receivables 5,990,000 2,104,000 --- --- 3,068,000 5,026,000
Allowance for credit loss
on Concorde note 5,588,000 --- 487,000 93,000 --- 5,982,000
Unearned discount, interest
and finance charges 20,349,000 --- 26,721,000(1) 21,892,000 --- 25,178,000
YEAR ENDED
DECEMBER 31, 1992:
Allowance for credit losses on
accounts receivable $ 366,000 $ 168,000 $ --- $ --- $ 464,000(2) $ 70,000
Allowance for credit losses on
finance receivables 7,618,000 12,988,000 782,000(3) --- 15,398,000 5,990,000
Allowance for credit losses on
net investment in direct
financing leases 575,000 56,000 --- --- 631,000(4) ---
Allowance for credit loss on
Concorde note --- 5,588,000 --- --- --- 5,588,000
Unearned discount, interest
and finance charges 24,659,000 --- $19,713,000(1) 24,023,000 --- 20,349,000
YEAR ENDED
DECEMBER 31, 1991:
Allowance for credit losses on
accounts receivable $ 408,000 $ 556,000 $ --- $ --- $ 598,000 $ 366,000
Allowance for credit losses on
finance receivables 4,502,000 11,708,000 3,253,000(3) --- 11,845,000 7,618,000
Allowance for credit losses on
net investment in direct
financing leases --- 655,000 --- --- 80,000 575,000
Unearned discount, interest
and finance charges 22,396,000 --- 31,617,000(1) 29,354,000 --- 24,659,000
<FN>
- ---------------
(1) Additions from purchases of bulk sale contracts and origination of
installment notes receivable.
(2) Result from sale of the Temporary Services division.
(3) Additions from purchases of bulk sale contracts.
(4) Result from sale of certain Charter net assets.
57
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.
CENCOR, INC.
By /s/ JACK L. BROZMAN
-----------------------
Jack L. Brozman
Chairman of the Board
Date: March 31, 1994
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, THIS REPORT HAS BEEN
SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF REGISTRANT AND IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE DATE
By:/s/ JACK L. BROZMAN March 31, 1994
----------------------------------------------------------------------
Jack L. Brozman
(Chairman of the Board, Chief Executive
Officer and Director)
By:/s/ PATRICK F. HEALY March 31, 1994
----------------------------------------------------------------------
Patrick F. Healy
(Vice President-Finance and Treasurer,
Principal Financial Officer)
By:/s/ EDWARD G. BAUER, JR. March 31, 1994
----------------------------------------------------------------------
Edward G. Bauer, Jr.
(Director)
By:/s/ GEORGE L. BERNSTEIN March 31, 1994
----------------------------------------------------------------------
George L. Bernstein
(Director)
By:/s/ MARVIN S. RIESENBACH March 31, 1994
----------------------------------------------------------------------
Marvin S. Riesenbach
(Director)
58
EXHIBIT INDEX
Exhibit
Number Description
------------------
2(a) Plan or Reorganization (Incorporated by reference--Exhibit 2(b) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1992.)
3(a) Certificate of Incorporation and all Amendments thereto through August
31, 1990. (Incorporated by reference--Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1990.)
3(b) Bylaws amended through July 29, 1991. (Incorporated by reference--
Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1991.)
4(a) Specimen common stock certificate. (Incorporated by reference--Exhibit
4(a) to the Company's Annual Report on Form 10-K for the year ended De-
cember 31, 1990.)
4(b) Certificate of Incorporation and all Amendments and Amended and Restated
Bylaws. (Incorporated by reference--Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1990 and included as
Exhibit 3(b) hereto.)
4(c) Composite Conform Copy Relating To: Century Acceptance Corporation
Amendment and Exchange Agreement dated as of January 28, 1993 and
Composite Conformed Copy of Amendment and Exchange Agreement Regarding
Century Acceptance Corporation Amendment and Exchange Agreement dated as
of January 28, 1993 relating to the restructuring of Century Acceptance
Corporation's outstanding indebtedness to All State Life Insurance
Company, Inc., American Banker's Life Insurance Company of Florida,
American Mutual Life Insurance Company, Continental American Life
Insurance Company, The Lincoln National Life Insurance Company, Mutual
Services Casualty Insurance Company, New England Mutual Life Insurance
Company, Principal Mutual Life Insurance Company, Provident Mutual Life
Annuity Company of America, Provident Mutual Life Insurance Company of
Philadelphia, and Standard Insurance Company. (Incorporated by reference
-- Exhibit 4(d) to Company's Annual Report on Form 10-K for the year
ended December 31, 1992.)
4(d) Indentures between CenCor, Inc. and Commercial National Bank of Kansas
City, N.A. dated April 27, 1993 with respect to notes due 1999.
(Incorporated by reference--Exhibit T3C to Company's application on Form
T-3; SEC file #22-24246
4(e) Indenture between CenCor, Inc. and Commercial National Bank of Kansas
City, N.A. dated April 27, 1993 with respect to convertible notes due
1999; (Incorporated by reference--Exhibit T3C to Company's application on
Form T-3; SEC file #22-24248
10(a) Indemnity Agreement dated July 26, 1991 between the Company and the
Indemnitors. (Incorporated by reference--Exhibit 2 to Report on Form 8-K
dated July 29, 1991.)
10(b) First Amendment to Indemnity Agreement dated August 20, 1991 between the
Company and the Indemnitors. (Incorporated by reference--Exhibit 1 to
Report on Form 8-K dated September 3, 1991.)
10(c) Modification and Exchange Agreement and Lender Consent Stipulation dated
August 1, 1991 between the Company, the Indemnitors, and certain CIKC
Lenders. (Incorporated by reference--Exhibit 2 to Report on the
Company's Form 8-K dated September 3, 1991.)
10(d) Standstill Agreement dated August 14, 1991 between the Company and
College Boulevard National Bank. (Incorporated by reference--Exhibit 4
to Report on the Company's Form 8-K dated September 3, 1991.)
10(e) Expense Sharing Agreement dated January 1, 1993 between CenCor, Inc.,
Century Acceptance Corporation, La Petite Academy, Inc., and ConCorde
Career Colleges, Inc. (Incorporated by reference -- Exhibit 10(h) to
Company's Annual Report on Form 10-K for the year ended December 31,
1992.)
10(f) Restructuring, Security and Guaranty Agreement dated October 30, 1992
between CenCor, Inc. and Concorde Career Colleges, Inc., Minnesota
Institute of Medical and Dental Assistants, Inc., United Health Careers
Institute, Inc., Southern California College of Medical and Dental Assis-
tants, Inc., Concorde Careers--Florida, Inc., Colleges of Dental and
Medical Assistants, Inc. and Computer Career Institute, Inc. (Incor-
porated by reference -- Exhibit 10(j) to Company's Annual Report on Form
10-K for the year ended December 31, 1992.)
10(g) Amendment to Agreement for Transfer of Assets and Assumption of Liabili-
ties dated October 30, 1992 between CenCor, Inc. and Concorde Career
Colleges, Inc. (Incorporated by reference -- Exhibit 10(k) to Company's
Annual Report on Form 10-K for the year ended December 31, 1992.)
10(h) Employment Agreement with Dennis C. Berglund dated June 28, 1993.
10(i) First Amendment to Restructuring, Security and Guarantee Agreement
between CenCor, ConCorde, Minnesota Institute of Medical and Dental As-
sistance, Texas College of Medical and Dental Assistants, Texas College
of Medical and Dental Assistants, Inc., United Health Careers Institute,
Inc., Southern California College of Medical and Dental Assistants, Inc.,
ConCorde Careers--Florida, Inc., College of Dental and Medical
Assistants, Inc. and Computer Career Institute, Inc. dated December 30,
1993.
10(j) Transition Service Agreement between CenCor, Century, LaPetite, and
Concorde dated July 23, 1993.
10(k) Termination of Transition Services Agreement dated August 30, 1993 be-
tween LaPetite, CenCor, and ConCorde.
21 Subsidiaries of the Registrant.
27 Financial Data Schedule.