SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended September 30, 1999, Commission File No. 0-3417
CENCOR, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-0914033
(State of other jurisdiction (I.R.S. Employer Identification
of Incorporation or Organization Number)
5800 Foxridge Drive, Suite 500
Mission, Kansas 66202
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (913) 831-6334
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes X No
As of September 30, 1999 CenCor, Inc. had 1,346,967 shares of Common
Stock, $1.00 par value outstanding with a market value of
$3,956,042.
<PAGE>
CENCOR, INC.
FORM 10-Q
QUARTER ENDED September 30, 1999
INDEX
Item PAGE
PART I 1
1. Financial Statements and Supplementary Data 1
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
3. Quantitative and Qualitative Disclosures about
Market Risk 13
PART II
1. Legal Proceedings 13
2. Change in Securities 13
3. Defaults Upon Senior Securities 13
4. Submission of Matters to a Vote of Security
Holders 13
5. Other Information 13
6. Exhibits and Reports on Form 8-K 13
7. Signatures 16
<PAGE>
Part I
Item I Financial Statements
The Company's Financial Statements are set forth herein, beginning
on the following page.
(The remainder of this page is intentionally blank.)
<PAGE>
<TABLE>
<CAPTION>
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Net Assets in Liquidation
September 30, December 31,
1999 1998
(Unaudited)
<S> <C> <C>
Assets:
Cash and cash equivalents $ 5,132,000 $ 9,833,000
Other assets 27,000 860,000
Total assets 5,159,000 10,693,000
Liabilities:
Accounts payable and accrued liabilities 60,000 445,000
Reserves for liquidation and contingencies 600,000 --
Partial liquidating distribution payable 39,000 57,000
Total liabilities 699,000 502,000
Net assets in liquidation $ 4,460,000 10,191,000
Number of common shares outstanding 1,347,069 1,350,384
Net assets in liquidation per share $ 3.31 $ 7.55
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CenCor, Inc.
(In Process of Liquidation)
Consolidated Statement of Changes in Net Assets in Liquidation
For the Nine Months Ended September 30, 1999 and 1998
(Unaudited)
1999 1998
<S> <C> <C>
Net assets in liquidation,
December 31, 1998 and 1997 $10,191,000 $ 9,773,000
Income from liquidating activities
Investment income 321,000 485,000
Other Income 298,000 111,000
Total Revenue 619,000 596,000
192,000 321,000
Expenses from liquidating activities
Salaries and related benefits 244,000 161,000
Professional fees 171,000 128,000
Other expenses 227,000 123,000
Total Expenses 642,000 412,000
Partial liquidation distribution 5,708,000 --
Increase (decrease) in net assets
in liquidation (5,731,000) 184,000
Net assets in liquidation,
June 30, 1999 and 1998 $ 4,460,000 $ 9,957,000
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CATION>
CenCor, Inc.
Consolidated Statement of Changes in Net Assets in Liquidation
For the Three Months Ended September 30, 1999 and 1998
(Unaudited)
1999 1998
<S> <C> <C>
Net Assets in Liquidation,
March 31, 1999 and 1998 $4,293,000 $9,912,000
Income From Liquidating Activities:
Investment Income 96,000 145,000
Other Income 295,000 --
Total Revenue 391,000 145,000
Expenses From Liquidating Activities:
Salaries and Related Benefits 82,000 57,000
Professional Fees 65,000 25,000
Other Expenses 77,000 18,000
Total Expenses 224,000 100,000
Increase in Net Assets
in Liquidation 167,000 45,000
Net Assets In Liquidation,
June 30, 1999 and 1998 $ 4,460,000 $9,957,000
See accompanying notes.
</TABLE>
<PAGE>
CenCor, Inc.
(In Process of Liquidation)
Notes to Consolidated Financial Statements
September 30, 1999 and 1998
1. Summary of Significant Accounting Policies
Basis of Presentation and Plan of Liquidation
The accompanying consolidated financial statements include accounts
of CenCor, Inc. and its wholly-owned subsidiary Century Acceptance
Corporation ("Century") (collectively, "the Company"). Effective
June 30, 1995, the Company sold substantially all of the assets
of Century, its then only operating subsidiary. Since the date of
the sale of Century, the Company has had no ongoing operations. As
a result, the Company has changed its basis of accounting from going
concern basis to liquidation basis.
As a result of Board of Directors' intent as of December 31, 1995,
the Company adopted a Plan of Dissolution and Liquidation (the "Plan
of Liquidation"), which was became effective October 1, 1996.
In connection with the Plan of Liquidation, the
officers and director of CenCor are authorized to (i) dissolve CenCor,
including the execution and filing of a Certificate of Dissolution
with the Secretary of State of Delaware, (ii) wind up CenCor's affairs,
including satisfaction of all liabilities and long-term debt of CenCor
and (iii) liquidate CenCor's assets on a pro rata basis in accordance
with the respective interests of its common stockholders. The
Company's stockholders approved the Plan of Liquidation on September
12, 1996 at the Company's annual meeting of stockholders. A partial
liquidation distribution in the amount of $5.35 per share was issued
in March 1998. A second partial liquidating distribution in the amount
of $4.25 per share was issued in June 1999. The Company expects to
make the final liquidating distribution prior to December 23, 1999.
All claims and liabilities of the Company will be satisfied or
provided for prior to making the final liquidating distribution.
<PAGE>
Generally accepted accounting principles require the adjustment
of assets and liabilities to estimated fair value under the
liquidation basis of accounting. Accordingly, the statement of
net assets in liquidation at September 30, 1999 and December 31, 1998
reflects assets and liabilities on this basis. Adjustments for
changes in estimated liquidation value are recognized currently.
The Company has established a reserve for liquidation and
contingency costs based upon management's estimate of expenses
which will be incurred in order to conclude the Company's business
and provide for future claims and contingencies. The amount of
such reserve will be adjusted during the course of the liquidation
of the Company as more accurate information of actual or potential
liabilities becomes available.
Principles of Consolidation
The consolidated financial statements include CenCor, Inc. and its
wholly owned subsidiary, Century Acceptance Corporation. All
material intercompany transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles under the liquidation
basis of accounting requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
significantly from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash, money market accounts,
and short-term government or government agency instruments.
Fair Values of Assets and Liabilities
The following methods and assumptions were used by the Company in
estimating the liquidation value of its assets and liabilities:
Cash and Cash Equivalents: The fair value reported in the
statements of net assets in liquidation for cash and cash
equivalents approximate their carrying amounts.
<PAGE>
Other Assets: The Company's other assets are reported in
the statement of net assets in liquidation at their fair value.
Accounts Payable and Accrued Liabilities: The fair value
reported in the statements of net assets in liquidation for accounts
payable and accured liabilities approximates their carrying amounts.
Partial liquidating distribution payable: The fair value
reported in the statements of net assets in liquidation approximates
the carrying amounts of the partial liquidating distribution payable.
2. Other Assets
As discussed in Note 3, other assets at December 31, 1998, includes a
net income tax refund receivable of $850,000 from the Company's prior
years' income tax returns. Other assets at September 30, 1999 and December
31, 1998 also include prepaid expenses and fixed assets.
<PAGE>
3. Income Taxes
As a result of a settlement with the IRS related to the
examination of the Company's 1990, 1991 and 1992 federal income tax returns,
the Company recorded in other assets a net recoverable for income taxes of
$850,000 at December 31, 1998. The receivable also includes refunds to be
received as a result of net operating loss ("NOL") carryovers to the
Company's 1995 and 1996 federal income tax returns. In February 1999, the
Company received from the IRS a refund of income taxes, including interest,
of approximately $836,000 and an additional refund of $48,000 in March 1999.
As a result of the receipt of the IRS refunds, the Company believes it has
resolved all known issues with the IRS with respect to the Company's 1990, 1991
and 1992 federal income tax returns. In addition, the allowable period
has expired for the IRS to examine or assess tax on the Company's 1993, 1994,
or 1995 federal tax returns.
The Company's NOL carryforward, for federal income tax
purposes, at September 30, 1999, is approximately $763,000. The Company's
NOL carryforward was adjusted during the quarter ending September 30, 1999
to reflect the Company's NOL after filing its 1998 federal income tax
return. The NOL carryforward expires on December 31, 2008. However,
the liquidation of the Company is
expected to occur prior the the expiration of the NOL carryforward. The
Company's alternative minimum tax ("AMT") credit carryforward is approximately
$579,000 and can be carried forward indefinitely. However, because of the
unlikelihood of the utilization of the Company's income tax carryforward
no amount has been recorded as a receivable regarding these carryforward at
December 31, 1998 and September 30, 1999.
<PAGE>
4. Per Share Information
Net assets in liquidation per common share was computed by dividing net
assets in liquidation by the outstanding shares of common stock at
September 30, 1999 and December 31, 1998, respectively.
On February 2, 1998, CenCor announced it would be issuing a partial
liquidating distribution of $5.35 per share to be paid on March 9, 1998
to common shareholders of record at February 16, 1998. On March 9, 1998
CenCor distributed $7,159,049 to the holders of 1,338,140 outstanding
common shares as of the February 16, 1998 record date.
On May 19, 1999, CenCor announced it would be issuing a partial liquidating
distribution of $5.35 per share to be paid on March 9, 1998 to common
shareholders of record at February 16, 1998. On March 9, 1998 CenCor
distributed $5,704,796 to the holders of 1,342,405 outstanding common
shares as of the May 21, 1999 record date.
Effective April 1, 1996, CenCor converted its outstanding non-interest bearing
convertible notes due July 1, 1999 (the "Convertible Notes") in the principal
amount of $11,449,771 into shares of CenCor's common stock at a ratio of one
share of common stock for each $20 principal amount of Convertible Notes. As
a result of the conversion, the holders of the Convertible Notes were entitled
to 572,554 shares of CenCor common stock upon surrender of their Convertible
Notes.
The partial liquidating distributions made on March 9, 1998 and June 7, 1999
were not issued to the holders of unsurrendered Convertible Notes. On
September 28, 1999 CenCor filed a motion with the U.S. Bankruptcy Court
for the District of Missouri, Western Division (the "Bankruptcy Court") to
modify its previously confirmed prepackaged plan of reorganization to provide
that holders of Convertible Notes who have not surrendered their Convertible
Notes to CenCor on or before November 1, 1999 would forfeit any rights they
have under the Convertible Notes including the right to convert their
Convertible Notes to common stock and receive liquidating distributions with
respect to the common stock. Twelve holders of Convertible Notes have
subsuquently surrendered their Convertible Notes to CenCor for exchange
to common stock. The U.S. Bankruptcy Court received no objections to the
motion and on October 27, 1999 the Bankruptcy Court approved the motion.
The outstanding common shares at September 30, 1999 reflect the cancellation
of 3,315 common shares that were unclaimed by holders of the Convertible
Notes as of November 1, 1999. See "Partial Liquidating Distributions and
Conversion of Convertible Notes" in Item 2, Management's Discussion and
Anaylysis of Financial Condition and Results of Operations, for additional
discussion.
The partial liquidation distribution payable recorded in the financial
statements at September 30, 1999 and December 31, 1998 reflects the
previously issued partial liquidating distributions of $5.35 and $4.25
per share due and payable to the holders of Convertible Notes that were
surrendered on or before November 1, 1999.
(The remainder of this page is intentionally blank)
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Condition
Sale of Century
Effective June 30, 1995, Century consummated the sale of its
consumer finance business to Fidelity Acceptance Corporation ("Fidelity").
Under the terms of the sale, Century received $128.7 million
for substantially all of its assets. In accordance with the
provisions of the sales agreement, $5 million of the sale
proceeds were placed in escrow to secure certain indemnification
obligations of the Company that expired on July 1, 1998. During the
quarter ended September 30, 1998, Fidelity withdrew all of its claims
against the escrow account and the Company received approximately $5.6
million from the escrow account. The funds received from the escrow account
were distributed to CenCor through an intercompany dividend and were
immediately invested in short-term government and government agency
instruments.
Century in in the process of filing a Certificate of Dissolution with the
Secretary of State of the State of Delaware.
<PAGE>
Plan of Liquidation
With the sale of its consumer finance business, CenCor's
business purpose no longer exists. For that reason, CenCor's
Board of Directors (the "Board") adopted a resolution on January 22, 1996
that CenCor be liquidated and that the Plan of Liquidation be
submitted to the stockholders for approval. The Company's
Stockholders approved the Plan of Liquidation at the Company's
annual meeting of Stockholders held on September 12, 1996 and a
Certificate of Dissolution was subsequently filed with the State
of Delaware.
Under Delaware law, CenCor will continue as a corporate
entity for three years after the effective date of the
dissolution (October 1, 1996) or for such longer period as the
Delaware Court of Chancery directs, in its own discretion, for the
purpose of prosecuting and defending suits by or against CenCor
and winding up the business and affairs of CenCor, but not for
the purpose of continuing the business of CenCor. The Company received
an extension of the dissolution period from the Delaware Court of
Chancery until December 23, 1999 to allow for time to wind up its
business affairs following the expected final liquidating distribution
to its stockholders.
During the period of liquidation, CenCor has not engaged in any business
activities, except for preserving the value of its assets,
adjusting and winding up its business and affairs, and
distributing its assets in accordance with the Plan of
Liquidation. CenCor's remaining debts and liabilities, whether fixed,
conditioned or contingent, will either be paid as they become due
or provided for. CenCor currently expects to make a final distribution
to the stockholders prior to December 23, 1999.
The Company has established a reserve for liquidation and contingency costs
based upon management's estimate of expenses which will be incurred in order
to conclude the Company's business and provide for future claims and
contingencies. The amount of such reserve will be adjusted during the
course of the liquidation of the Company as more accurate information of
actual or potential liabilities becomes available.
<PAGE>
During the period of liquidation CenCor's directors and
officers are authorized to implement and carry out the
provisions of the Plan of Liquidation and will receive
compensation for their services. The Board determined
that, in addition to the regular directors fees paid to each
member of the Board of Directors, each Director shall receive a
payment equal to $75,000 immediately prior to the final
distribution of the liquidation proceeds to the shareholders
as additional consideration for the performance of
services to CenCor. In addition, the Secretary and the Vice President
of CenCor will receive a bonus of $20,000 and $100,000, respectively,
if the officer is still employed by CenCor on the date CenCor makes
its final liquidation distribution to its shareholders.
The purpose of the additional payments is to encourage these individuals
to continue their service to CenCor through CenCor's final
liquidation and to recognize the directors for their past performance.
The additional payments have been recorded as a liability in the September
30, 1999 and December 31, 1998 financial statements.
Assuming CenCor had fully liquidated and distributed its assets by
September 30, 1999 and the Company's actual realizable value of its assets
and liabilities is identical to the Company's estimated realized value
of these tems, CenCor's stockholders would have received an additional
$4,460,000 in distributions or approximately $3.31 per share, less
costs to liquidate. The actual amount to be received upon complete
liquidation may be adversely affected by unanticipated tax liabilities,
liquidating costs, or other unforeseen factors.
In accordance with Section 280 of Delaware General Corporation Law ("DGCL"),
on February 26, 1999 CenCor mailed a 60-day bar date notice to all known or
possible creditors of the Company. The same bar date notice was also published
on March 11, 1999, and March 18, 1999, in the Kansas City Star, Wall Street
Journal, and Wilmington News Journal. The bar date notice required all
persons who believed they had a claim or potential claim against CenCor to
present such claim to CenCor and its outside legal counsel no later than
4:00 p.m. Central Standard Time on April 27, 1999. Individuals or entities
holding stock of record of CenCor or the CenCor Non-Convertible Notes due
July 1, 1999, were advised that they
did not need to file a claim unless they believed they had
other claims unrelated to their ownership of common stock or Non-Convertible
Notes. The Company was required to respond to or reject any filed claims by
May 4, 1999. CenCor subsequently accepted and paid one claim of an immaterial
amount. All other claims received by the April 27 bar date were rejected
on the basis that they were from holders of CenCor's common stock or Non-
Convertible Notes and did not state a claim unrelated to such
ownership.
<PAGE>
Long - Term Debt
CenCor's 1993 plan or reorganization entitled holders of Old Notes to receive
Non-convertible Notes, Convertible Notes, and common stock (collectively
referred to as the "New Securities") in exchange for their Old Notes. The
Convertible Notes were converted into shares of common stock at a ratio
of one share of common stock for each $20 principal amount of Convertible
Notes on April 1, 1996.
On August 19, 1996, CenCor offered to redeem all of its outstanding
Non-Convertible Notes due July 1, 1999 at a cash amount equal to 74% of
their principal amount. Prior to the offer, the principal balance of
the Non-Convertible Notes in the principal amount of $9,970,930 as of
the November 18, 1996 offer expiration date at a cost of $7,374,415.
On May 30, 1997, pursuant to the indenture governing the Non-Convertible
Notes, CenCor defeased its then remaining outstanding Non-Convertible
Notes in principal amount of $7,203,726 by delivering approximately
$6.4 million in U.S. Government Securities to the indenture trustee.
Holders of the matured Non-Convertible Notes must redeem their Non-
Convertible Notes by submission of the Non-Convertible Notes to the
indenture trustee on or before July 1, 2001.
CenCor's plan of reorganization also required holders of Old
Notes to exchange their Old Notes for New Securities within two years
fro the "Effective Date" (November 1, 1993) of the plan. The plan
further provided that unclaimed distributions to holders of Old Notes
to become the property of CenCor. On September 30, 1999, CenCor received
approximately $261,000 of its defeased funds from the indenture trustee
as a result of unclaimed distributions of holders of Old Notes.
<PAGE>
Partial Liquidating Distributions and Conversion of Convertible Notes
On February 2, 1998 CenCor announced payment of a partial
liquidating distribution on March 9, 1998 in the amount of $5.35
per share to common stockholders of record as of the February 16, 1998
record date. The Company distributed $7,159,049 on 1,338,140
outstanding shares
of common stock on March 9, 1998. On May 19, 1999, CenCor announced
a second partial liquidating distribution of $4.25 per share to
shareholders of record as of May 21, 1999. On June 7, 1999, CenCor
distributed $5,704,796 to its 1,342,305 outstanding shares of record
as of the May 21, 1999 record date.
The partial liquidating distributions made on March 9, 1998 and June
7, 1999 were not issued to the holders of unsurrendered Convertible
Notes. On September 28, 1999 CenCor filed a motion with the U.S.
Bankruptcy Court for the District of Missouri, Western Division (the
"Bankruptcy Court") to modify its previously confirmed prepackaged plan
of reorganization to provide that holders of Convertible Notes who have
not surrendered their Convertible Notes to CenCor on or before
November 1, 1999 would forfeit any rights they have under the Convertible
Notes including to right to convert their Convertible Notes to common
stock and receive liquidating distributions with respect to the common
stock. A notice of the motion was mailed to the holders of unsurrendered
Convertible Notes and also published in the Kansas City Star and Missouri
Lawyers Weekly. Objections to the motion were required to be filed with
the U.S. Bankruptcy Court on or before October 25, 1999. Twelve holders
of Convertible Notes have subsequently surrendered their Convertible
Notes to CenCor for exchange to common stock. The U.S. Bankruptcy
Court received no objections to the motion and on October 27, 1999 the
Bankruptcy Court approved the motion. The outstanding common shares at
September 30, 1999 reflect the cancellation of 3,315 common shares there
were unclaimed by holders of the Convertible Notes as of November 1, 1999.
On November 3, 1999, CenCor filed a Chapter 11 Final Report and Application
for Final Decree and Order Closing Case with the Bankruptcy Court. The
Application was granted on November 10, 1999.
<PAGE>
Liquidating Trust
CenCor expects to enter a Liquidating Trust Agreement with the indenture
trustee for the purpose of receiving any unclaimed principal of the
Non-Convertible Notes after July 1, 2001 and to receive excess funds,
if any, from the reserve for liquidation and contingencies. As of
November 1, 1999 the indenture trustee held approximately $727,000 in
unclaimed principal of the New Notes. See Long Term Debt for further
discussion. The purpose of the Liquidating Trust is to distribute the
trust property after July 1, 2001 to the holders of the CenCor common
stock established as of the Corporate Cessation Date of December 23, 1999.
Due to the uncertainty of the value of the Liquidating Trust property to
be ultimately distributed, management is unable to estimate a per share
distribution amount from the Liquidating Trust. Distributions from the
Liquidating Trust that are not claimed by shareholders will be released
under the applicable escheat laws.
<PAGE>
Assets and Liabilities Following Using Liquidation Accounting
As a result of being in the process of liquidation, the Company
is required to adopt the liquidation basis of accounting. Generally
accepted accounting principles require the adjustment of asset and
liabilities to estimated fair value under the liquidation basis of
accounting. For information concerning the estimated fair values given
these items by the Company and the methods and assumptions used to arrive
at such values, see the Company's Financial Statments and the notes
thereto.
The Company's assets at September 30, 1999 and December 31, 1998
consist primarily of cash and cash equivalents. At December 31, 1998,
the Company's assets also
included an income tax receivable fund. The income tax refund was
received by the Company in Februrary and March of 1999. Other assets
at September 30, 1999 and December 31, 1998 also include prepaid
expenses and fixed assets.
The Company's liabilities at September 30, 1999 and
December 31, 1998 consist primarily of accounts payable and other
accrued liabilities. At December 31, 1998 accounts payable and accrued
liabilities included the accrued additional payments
due to the Company's officers and directors at the time of the final
liquidation. At September 30, 1999 reserves for liquidation and
contingencies include the accrued additional payments due to the Company's
officers and directors at the time of final liquidation and also includes
management's estimate of expenses which will be incurred to conclude the
Company's business and provide for future claims and contingencies.
The partial liquidating distribution payable at September 30, 1999 and
December 31, 1998
represents the balance due to holders of unsurrendered Convertible Notes.
See Partial Liquidating Distributions and Conversion of Convertible Notes
and Long Term Debt.
Results of Operations
During the none months ended September 30, 1999, the Company's
source of income was from short-term government and government-
agency investments. The Company also recorded income as a result of
actual refunds from the settlement of IRS examination and the receipt
of unclaimed distributions of holders of Old Notes.
The Company's expenses for the nine months ended September 30,
1999 consisted mainly of salaries, professional and legal fees,
and other recurring expenses.
<PAGE>
Activities During Liquidation Period
The Company's expenses during the remaining period of liquidation are
expected to consist mostly of salaries, professional and legal fees,
stockholder communication expenses, income taxes and other
liquidating expenses. Until the final distribution is made to stockholders,
management has invested the Company's cash in short-term government
or government agency instruments.
Although the Company is required to satisfy all timely asserted
liabilities and any estimated post-liquidation costs prior to any
final distribution on its outstanding common stock, the only
remaining party now able to assert a pre-bar date notice claim is the IRS.
The Company believes that it has adequate reserves for all of its post-
liquidation expenses, claims and contingencies.
<PAGE>
Internal Revenue Service Examination
As a result of a settlement with the IRS related to the
the examination of the Company's 1990, 1991 and 1992 federal income tax
returns, the Company recorded in other assets a net recoverable for
income taxes of $850,000 at December 31, 1998. The receivable also
includes refunds to be received as a result of net operation lost ("NOL")
carryovers to the Company's 1995 and 1996 federal income tax returns. In
February 1999, the Company received from the IRS a refund of income taxes,
including interest, of approximately $836,000 and an additional refund
of $48,000 in March 1999. As a result of the receipt of the IRS refunds,
the Company believes it has resolved all known issues with the IRS with
respect to the Company's 1990, 1991 and 1992 federal income tax returns.
The Company's NOL carryforward,
for federal income tax purposes, at September 30, 1999 is approximately
$763,000. The NOL carryforward expires on December 31, 2008. However,
the liquidation of the Company is expected to occur prior to the
expiration of the NOL carryforward. The Company's alternative minimum
tax ("AMT") credit carryforward is approximately $579,000 and can be
carried forward indefinitely. However,because of the unlikelihood of
the utilization of the Company's income tax carryforward, no amount
has been recorded as a receivable regarding these carryforwards at
December 31, 1998 and September 30, 1999.
Capital Obligations
The Company has no obligations for capital purchases.
Item. 3 Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
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<PAGE>
Part II
Item 1 Legal Proceedings - None
Item 2 Change in Securities - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Security Holders - None
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K
CenCor file a Current Report on Form 8-K dated August 24, 1999 announcing
that it had filed a petition with the Delaware Court of Chancery seeking
to continue to existence as a dissolved Delaware corporation from its then
current expiration date of October 1, 1999 until December 23, 1999. In
addition, CenCor filed a Current Report on Form 8-K dated August 30, 1999
reporting that the Delaware Court of Chancery had issued an order to
CenCor granting an extension of the duration of the Company's existence
from October 1, 1999 through December 23, 1999.
<PAGE>
EXHIBIT NUMBER DESCRIPTION
27 Financial Data Schedule
(The remainder of this page is intentionally blank)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
by the undersigned, thereunto duly authorized.
CENCOR, INC.
Dated November 15, 1999 /s/ Jack L. Brozman
Jack L. Brozman, President
/s/ Terri L. Rinne
Terri L. Rinne, Vice President and CFO
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<CASH> 5,132,000
<SECURITIES> 0
<RECEIVABLES> 27,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,159,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,159,000
<CURRENT-LIABILITIES> 699,000
<BONDS> 0
0
0
<COMMON> 1,347,069
<OTHER-SE> 3,112,931
<TOTAL-LIABILITY-AND-EQUITY> 5,159,000
<SALES> 0
<TOTAL-REVENUES> 619,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,350,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> <5,731,000>
<INCOME-TAX> 0
<INCOME-CONTINUING> <5,731,000>
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> <5,731,000>
<EPS-BASIC> $<4.25>
<EPS-DILUTED> $<4.25>
