CenCor Inc. makes announcements.KANSAS CITY Kansas City, two adjacent cities of the same name, one (1990 pop. 149,767), seat of Wyandotte co., NE Kansas (inc. 1859), the other (1990 pop. 435,146), Clay, Jackson, and Platte counties, NW Mo. (inc. 1850). , Mo.--(BUSINESS WIRE)--May 24, 1996--As previously reported, CenCor Inc. (the "company") sold the assets of its consumer finance subsidiary, Century Acceptance Corp. ("Century"), during 1995. Since the sale of Century on June 30, 1995, the company has not conducted ongoing operations and is in the process of Liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy . Plan of Liquidation The company's board of directors has adopted a resolution calling for the dissolution Act or process of dissolving; termination; winding up. In this sense it is frequently used in the phrase dissolution of a partnership. The dissolution of a contract is its Rescission by the parties themselves or by a court that nullifies its binding force and reinstates each of the company and has adopted a Plan of Dissolution and Liquidation (the "Plan of Liquidation") which will be submitted for shareholder approval at the company's 1996 annual meeting. If the Plan of Liquidation is approved, the company will not engage in any business activities, except for preserving the value of its assets, adjusting and winding up its business and affairs, and distributing its assets in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the Plan of Liquidation. The Plan of Liquidation provides for the company to be fully liquidated DAMAGES, LIQUIDATED, contracts. When the parties to a contract stipulate for the payment of a certain sum, as a satisfaction fixed and agreed upon by them, for the not doing of certain things particularly mentioned in the agreement, the sum so fixed upon is called liquidated damages. (q.v. by 1999. In the event the company had fully liquidated and distributed its assets by Dec. 31, 1995, and assuming that the company's actual realizable value of its assets and liabilities is identical to the company's estimated realized value of these items, the company's shareholders would have received $18,110,000 in distributions, or approximately $12.17 per share, less expenses. The actual amount to be received upon complete liquidation may be adversely affected by claims arising from the indemnification Indemnification Used in insurance policy agreements as to compensation for damage or loss. In the context of corporate governance, Director Indemnification uses the bylaws and/or charter to indemnify officers and directors from certain legal expenses and judgements resulting from obligations resulting from the sale of Century's assets, unanticipated income tax liabilities, the ultimate amount collected on the Concorde debt and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , or other unforeseen factors. The liquidation value Liquidation value Net amount that could be realized by selling the assets of a firm after paying the debt. may also be reduced by legal matters, including the class action lawsuits class action lawsuit A lawsuit in which one party or a limited number of parties sue on behalf of a larger group to which the parties belong. For example, investors may bring a class action lawsuit against a brokerage firm that has actively promoted a tax currently pending against Century in the State of Alabama. Under the Plan of Liquidation, no distributions will be made on the company's common stock until all liabilities of the company have either been paid or provided for, which is not expected to occur prior to 1999. Assets and Liabilities Following Sale of Century Using Liquidation Accounting Due to the proposed liquidation of the company, the company has adopted the liquidation basis of accounting. Generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting require the adjustment of assets and liabilities to estimated fair value under the liquidation basis of accounting. As a result of the adjustment of its assets and liabilities, the company recorded a positive adjustment to stockholders' equity Stockholders' Equity The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets. of $9,882,000 at Dec. 31, 1995. The positive adjustment is due in large part to the valuation, for liquidation accounting purposes, of the company's investment in Concorde Career Colleges Inc. ("Concorde"). Concorde has recently reported improvements in its financial condition resulting in a substantial reduction in its outstanding bank debt. Consequently, management, in conjunction with its financial adviser, has increased the value of the company's investments in Concorde to $5.1 million at Dec. 31, 1995. Conversion of Convertible Notes The company's long-term debt Long-Term Debt Loans and financial obligations lasting over one year. Notes: For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt. was favorably fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. impacted by the conversion of a portion of its notes payable to equity. On Dec. 31, 1995, the company had outstanding non-interest-bearing convertible notes due July 1, 1999, in the principal amount of $11,249,771. The company converted these Convertible Notes into 572,489 shares of the company's common stock. The outstanding shares of stock at Dec. 31, 1995, have been adjusted to reflect the Convertible Notes. Results of Operations The company reported net income of $17,942,000 ($9.90 per share) for the year ended Dec. 31, 1995. The company realized a gain, net of taxes, of $24,047,000 from the sale of Century's assets. The gain was offset by a loss from the operations of Century of $5,330,000. Additionally, the company incurred an operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. in the amount of $3,862,000 from the activities of the company during the year ended Dec. 31, 1995. The operating loss was mitigated mit·i·gate v. mit·i·gat·ed, mit·i·gat·ing, mit·i·gates v.tr. To moderate (a quality or condition) in force or intensity; alleviate. See Synonyms at relieve. v.intr. To become milder. by a non-operating gain of $3,087,000 recognized as a result of a settlement with the Estate of Robert F. Brozman, founder and former chief executive officer of the company. -0- Net Assets in Liquidation:
Dec. 31, 1995
Cash and cash equivalents $22,439,000 Property and equipment, net 30,000 Other assets 11,903,000 Total assets 34,372,000 Accounts payable and accrued liabilities 3,200,000 Income taxes payable 759,000 Long-term debt 12,303,000 Total liabilities 16,262,000 Net assets in liquidation $18,110,000 Number of common shares outstanding 1,488,411 Net assets in liquidation per share $ 12.17 Operating results for the year ended Dec. 31, 1995: Income $ 1,220,000 Expenses 5,082,000 Operating loss (3,862,000) Non-operating income 3,087,000 Loss before discontinued operations (775,000) Income from discontinued operations 18,717,000 Net income $17,942,000 Weighted average shares outstanding 1,813,052 Earnings per share from net income $ 9.90 CONTACT: CenCor Inc., Kansas City Jack L. Brozman, 816/221-5833 |
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