<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 21, 1997
Commission File Number: 0-9969
Century Industries, Inc.
- - -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
District of Columbia 54-1100941
- - -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
45034 Underwood Lane
Sterling, Va. 20166
(Mail) P.O. Box 319
Sterling, Va. 20167
- - -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 471-7606.
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: Common
Stock, par value $.001 per share
Name of each exchange on
Title of each class which registered
------------------- --------------------
Common Voting Stock NASDAQ Bulletin Board
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par Value $.001 per share)
----------------------------------------
(Title of Stock)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 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.
(1) Yes X No
----- ----
(2) Yes X No
----- ----
<PAGE> 2
ITEM 5. Other Events
The Registrant is filing consolidated financial statements of the
Registrant dated November 30, 1996, prepared with the assistance of its parent
and subsidiary certifying accountants.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
March 21, 1997
Century Industries, Inc.
----------------------------------------------------
Theodore L. Schwartzbeck, President & CEO
-2-
<PAGE> 3
FINANCIAL STATEMENTS
In the opinion of management of Century Industries, Inc. (the Company), the
accompanying unaudited interim consolidated financial statements contain all
adjustments necessary for a fair presentation of the Company's financial
condition as of November 30, 1996 and the results of its operations for the
eleven months ended November 30, 1996 .
The accompanying unaudited consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures normally included in
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules
and regulations, although the Company's management believes that the
disclosures and information presented are adequate and not misleading.
Reference is made to the detailed financial statement disclosures which should
be read in conjunction with this report and are contained in the notes to
consolidated financial statements included in the Company's Annual report on
Form 10-KSB for the year ended December 31, 1995. Certain items in prior period
consolidated financial statements have been reclassified, where appropriate, to
conform with the November 30, 1996 presentation.
1
<PAGE> 4
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
NOVEMBER 30, 1996
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS
<S> <C>
Cash $ 240,305
Account Receivable - Trade (Net of allowance 1,580,005
for doubtful accounts of $ 20,000)
Inventory 103,000
Marketable Securities 97,416
Employee Advances 123,520
Stockholder Advances 89,783
Other Current Assets 240,911
-----------
Total Current Assets 2,474,940
-----------
LONG TERM ASSETS
Software and Computer Equipment 1,486,722
Furniture and Fixtures 761,757
Machinery and Equipment 801,671
Transportation Equipment 176,090
Leasehold Improvements 169,535
-----------
3,395,775
Less: Accumulated Depreciation (1,517,809)
-----------
Net Long Term Assets 1,877,966
-----------
OTHER ASSETS
Investments 368,027
Deferred Tax Assets-Non Current 149,000
Deferred Offering Costs 109,344
Deferred Acquisition Costs 379,153
Security Deposits 60,250
Goodwill (Net of accumulated amortization of $13,444) 1,757,244
Other Assets 70,490
-----------
Total Other Assets 2,893,508
-----------
TOTAL ASSETS $ 7,246,414
-----------
</TABLE>
See accompanying notes to financial statements
2
<PAGE> 5
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
NOVEMBER 30,1996
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES
<S> <C>
Accounts Payable-Trade $ 1,485,387
Accounts Payable-Other 39,287
Notes Payable 640,386
Income Taxes Payable - Current Portion 10,705
Accrued Expense 85,166
Other Deferred Credits 436,917
-----------
Total Current Liabilities 2,697,848
-----------
LONG TERM NOTES PAYABLE, LESS CURRENT PORTION 694,499
-----------
TOTAL LIABILITIES 3,392,347
-----------
STOCKHOLDERS' EQUITY
Preferred Stock, Convertible, $ .0001 par value,
1,200,000 shares authorized,
None issued or outstanding -
Common Stock, Class A, $.001 par value
25,000,000 shares authorized,
3,096,000 issued and outstanding 3,096
Common Stock, Class B, $.001 par value,
25,000,000 shares authorized,
2,500,000 issued and outstanding 2,500
Additional Paid in Capital 4,247,320
Minority Interest 33,837
Retained Earnings(Deficit) (432,686)
-----------
Total Stockholders' Equity 3,854,067
-----------
TOTAL LIABILITES AND STOCKHOLDERS' EQUITY $ 7,246,414
-----------
</TABLE>
See accompanying notes to financial statements
3
<PAGE> 6
CENTURY INDUSTRIES, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATION
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30,1996
(UNAUDITED)
<TABLE>
<CAPTION>
STEEL INSURANCE CLAIMS PARENT
PRODUCTS (DEVELOPMENT PROCESSING HOLDING CO. TOTAL
STAGE)
<S> <C> <C> <C> <C> <C>
REVENUES $ 2,476,143 $ 10,169,646 $ 12,645,789
COST OF SALES 1,793,660 3,945,428 5,739,088
GROSS PROFIT 682,483 6,224,218 6,906,701
OPERATING COSTS
SELLING, GENERAL & ADMINISTRATIVE 5,647,631 5,647,631
PAYROLL EXPENSE 366,428 366,428
PROFESSIONAL FEES 18,771 $ 46,481 65,252
AUTO, TRAVEL AND ENTERTAINMENT 25,350 38,913 64,263
AMORTIZATION AND DEPRECIATION 7,703 4,817 119,167 131,687
OFFICE AND MISCELLANEOUS 131,864 240,912 116,762 489,538
TOTAL OPERATING COSTS 550,116 331,123 5,766,798 116,762 6,764,799
OTHER INCOME (EXPENSES)
OTHER INCOME (EXPENSES) (8,070) 7,646 (147,004) (147,428)
GAIN ON SALE OF FIXED ASSETS 75,000 75,000
INTEREST EXPENSE (30,113) (30,113)
TOTAL OTHER INCOME (EXPENSE) 36,817 7,646 (147,004) (102,541)
INCOME (LOSS) BEFORE TAXES $ 169,184 $ (323,477) $ 310,416 $ (116,762) $ 39,361
</TABLE>
(continued)
See accompanying notes to financial statements
4
<PAGE> 7
CENTURY INDUSTRIES, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30,1996
(UNAUDITED)
(CONTINUED)
<TABLE>
<S> <C>
TOTAL INCOME (LOSS) BEFORE TAXES $ 39,361
PROVISION (BENEFIT) FOR TAXES (51,043)
NET INCOME BEFORE PRE-ACQUISITION EARNINGS ADJUSTMENT 90,404
LESS: D.C. PARTNERS PRE-ACQUISITION EARNINGS
FOR THE NINE MONTHS ENDED 9/30/96 (212,597)
NET INCOME (LOSS) (122,193)
PREFERRED STOCK DIVIDENDS OF SUBSIDIARIES (180,420)
NET INCOME (LOSS) AVAILABLE FOR COMMON STOCKHOLDERS $(302,613)
EARNINGS (LOSS) PER SHARE $ (0.05)
</TABLE>
See accompanying notes to financial statements
5
<PAGE> 8
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30,1996
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Century Industries, Inc. (the Company) was incorporated in the District of
Columbia in 1993 and is the parent holding company for its subsidiaries,
Century Steel Products, Inc., D.C.Partners Ltd., U.S. Insurance Brokers, Inc.
and U.S. Auto Owners Coverage Association, Inc.
Century Steel Products, Inc. (CSP), which was incorporated in Virginia in 1979
acquired by the Company-in in 1993, manufactures and fabricates steel products
used in the construction industry. CSP sells its services and products
nationwide, primarily along the east coast from its sales and manufacturing
plant located in Sterling, Virginia. CSP grants credit to customers in the
construction industry. Consequently, CSP's ability to collect the amounts due
from customers is affected by economic fluctuations in the construction
industry
U.S. Auto Owners Coverage Association, Inc. (USAOCA), which was incorporated in
the District of Columbia in 1994, provides insurance products to national
membership organizations through its subsidiary, U.S. Insurance Brokers, Inc.
(USIB). USAOCA owns 100% of the common stock of USIB. USAOCA was acquired by
the Company from a stockholder-officer of the Company on December 31, 1995 in
exchange for 1,000,000 shares of the Company's convertible preferred stock.
USIB, which was incorporated in the District of Columbia on April 27, 1995, is
a development stage life and casualty insurance agent which markets full
service association life, automobile, homeowner and health insurance plans, and
life insurance company-managed financial products to various associations and
other membership-based organizations.
Scibal Associates, Inc. (Scibal), which is owned by D.C. Partners Ltd Inc.
(D.C. Partners), operates as a third party claims administrator (TPA)
processing a wide range of claim types including medical, workers'
compensation, general liability, product liability, professional malpractice
and other insurance claims for its clients throughout the United States. D.C.
Partners was acquired and merged into USIB effective September 30, 1996. (See
Note 2 below.)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Century
Industries, Inc. and its subsidiaries, CSP , USIB, DC Partners and USAOCA. The
Company owns approximately 80% of CSP's common stock and 100% of USAOCA's ;
USIB's and D.C. Partners's common stock. All material intercompany accounts and
transactions have been eliminated. Minority interests in a subsidiary are
recognized to the extent that the minority interests in equity capital are
positive. When losses applicable to minority interests exceed minority interest
in equity capital, the excess is charged against the Company's interest.
Subsequent minority interest earnings are credited to the Company to the extent
of minority interest losses previously absorbed. In the year of acquisition, a
subsidiary's income and expenses are included in the consolidated statement of
operations for the total period reported and then deducting the amount that the
company was not part of the consolidated period reported with the net effect
that only the of post-acquisition activity is included in the consolidated
financial statements.
6
<PAGE> 9
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1996
PRINCIPLES OF CONSOLIDATION (continued)
D C Partners was acquired by USIB on September 30, 1996. Therefore its results
of operations are included in the consolidated statements of operations for the
eleven months ended November 30, 1996. Its assets and liabilities as of
November 30, 1996 are included in the related balance sheet.
ACQUISITIONS AND GOODWILL
The consolidated financial statements include the net assets of businesses
purchased and recorded at cost, which was measured by the fair value of
consideration given or net assets received, whichever was more clearly evident,
at the acquisition date, The excess of acquisition costs over the fair value of
net assets acquired has been allocated to and is included in goodwill. Goodwill
is amortized on a straight-line basis over 15 years. Management periodically
reviews the business environment of its aquirees for potential impairment
writedowns.
FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Furniture, equipment and leasehold improvements are stated at cost. For
financial reporting, depreciation and amortization are provided using
straight-line and double-declining balance methods and the following estimated
useful lives:
Software and computer equipment 5-7 YEARS
Furniture and fixtures 5-7 YEARS
Machinery and equipment 7-10 YEARS
Transportation equipment 3-7 YEARS
Leasehold improvements 10-27 YEARS
For income tax purposes, depreciation is computed using the accelerated cost
recovery system and the modified accelerated cost recovery system Expenditures
for major renewals and betterment that extend the useful lives of property and
equipment are capitalized. Expenditures for maintenance and repairs are charged
to expense as incurred.
INCOME TAXES
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the bases of allowances for doubtful
accounts and fixed assets for financial and income tax reporting. The deferred
tax assets and liabilities represent the future tax return consequences of
those differences which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes also are recognized
for operating losses that are available to offset future federal and state
income taxes The Company files consolidated income tax returns.
REVENUE RECOGNITION
Steel Products
Revenue is recognized on steel products when the products are shipped to
customers. Revenue is recognized on fabrication projects as contract line- item
task are completed. Line-item tasks are generally short- term in nature.
Accordingly, expenses are recognized when incurred. Losses are recognized when
reasonable estimates of the amount of loss can be made. The Company
periodically reviews the credit, collection and sales allowance history and
status of its customers and provides for potential losses
Development Stage Insurance Operations
Commissions from insurance contracts generated by USAOCA's subsidiary are
recognized as insurance premiums when collected by the insurance carriers.
7
<PAGE> 10
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30,1996
REVENUE RECOGNITION (continued)
Claims Administration
Scibal contracts with its clients to process various types of casualty claims.
Generally, the contracts provide that for an agreed upon annual fee, Scibal
will administer up to a specified number of claims. Scibal recognizes this
revenue on a pro rata basis throughout the billing year. If fewer than the
estimated number of claims are administered, Scibal is entitled to the full
amount of the contract. In the event more claims than estimated are
administered, the client will be billed extra based on a predetermined amount
per file, per file type, per state. Additionally, if a file remains open for
more than two years, Scibal is entitled to an additional fee for the file on a
one-time basis. Revenue from these situations is recognized when the
contractual criteria are met.
Scibal derived approximately 18% of its total revenues for the eleven months
ended November 30, 1996 from one customer.
EARNINGS PER SHARE
Earnings per share is based on the weighted average number of shares of common
stock and common stock equivalents outstanding during each period. Earnings per
share is computed using the treasury stock method. The warrants to purchase
shares of common stock are assumed to be outstanding for all periods presented.
2)ACQUISITION OF D.C. PARTNERS, LTD., INC.
On June 30, 1996, the Company entered into a "Plan and Agreement of
Reorganization and "Capitalization" (Agreement) through its wholly-owned
subsidiary U.S. Insurance Brokers (USIB), with D.C. Partners, Ltd. , Inc. (D C.
Partners). The Agreement called for the acquisition by USIB of D.C. Partners in
two phases. The first phase was the purchase for $700,000 of 49% of the equity
in D.C. Partners as represented by its Series B Common Stock. The Series B
Common Stock, although representing 49% of the equity in D.C. Partners, has
only 4.9% of the total voting power.
In the second phase of the acquisition, which was originally to be completed by
June 30, 1997, the remaining equity and voting stock in D.C. Partners were to
be surrendered to the Company in exchange for 820,000 shares of the voting
common stock of the Company plus a cash payment of $3,000,000. On September 30,
1996, the Agreement was amended and the remaining stock purchased was
accelerated. On November 13,1996 the Agreement was further amended to replace
the unpaid $ 2,000,000 remaining with a warrant for 727,272 shares of the
Company's Class B Common Stock, valued at $ 2.75 per share, with demand
registration rights attached thereto, beginning December 31, 1997.
In addition, the majority stockholder of D.C. Partners shall receive 50,000
options for his efforts and costs incurred in completing this transaction.
8
<PAGE> 11
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30,1996
3) D.C. PARTNERS DISCLOSURES
RETIREMENT PLAN
D.C. Partners has in effect a 401 k plan covering substantially all eligible
employees. For the eleven months ended November 30, 1996, D.C. Partners has
elected not to match certain "pre-tax contributions" made by employees.
INVESTMENTS
D.C. Partners has interests in certain long-term investments, which are carried
at cost. Included in the balance of investments at November 30, 1996 is the
following:
Receivable from related corporation $ 235,527
Investment in Third Party Administrative Company 45,000
Marketable securities investment fund 30,000
---------
$ 310,527
---------
D.C. Partners has a minority stock position in a corporation which owns an
office building. For a portion of both 1995 and 1996 the office building was
vacant, during which time DCP funded the debt service and maintenance costs of
the property, which has been booked as a receivable. The property is for sale,
and DCP feels that its receivable will be collected when it is sold.
STOCKHOLDER ADVANCES
All amounts due from stockholders are unsecured and non-interest bearing
<TABLE>
<S> <C>
Commitment and Contingencies
Notes Payable
D.C. Partners has the following notes payable at November 30, 1996:
Note payable, maturing Sept. 2001, collateralized by accounts
receivable, interest rate at prime rate plus 1% adjusted
quarterly, principal payment of $8,333 per month $ 483,333
Guidance line payable, $250,000 maximum credit,
collateralized by computer equipment, term of three
years, interest rate at prime rate plus 1%
adjusted quarterly, principal payment of $5,963 per month 195,369
Capital lease obligation with a term of three years,
imputed interest rate of 5.5%, principal and interest
payment of $10,614 per month 247,617
Capital lease obligation with a term of three years,
imputed interest rate of 12.5%, principal and interest
payment of $2,987 per month 65,822
----------
992,141
Less: Current portion (297,642)
----------
$ 694,499
----------
</TABLE>
9
<PAGE> 12
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30,1996
3) D.C. PARTNERS DISCLOSURES (CONTINUED)
COMMITMENT AND CONTINGENCIES (CONTINUED)
Line of Credit
D.C. Partners maintains a $200,000 line of credit with a bank in order to meet
seasonal working capital requirements and other financing needs as they arise.
At November 30, 1996, the balance of short-term borrowings on this line totaled
$100,000, which is due on demand with interest at the prime rate. The line is
renewable annually, expires in September 1997, and is secured by accounts
receivable and other assets.
Computer Lease
On August 17, 1995, Scibal/DCP filed suit in the Superior Court of New Jersey
against a computer equipment vendor and its assignees maintaining that the
vendor knowingly leased them obsolete, substandard equipment which the vendor
knew to be inadequate for DCP's needs. In addition, DCP claims that the vendor
has knowingly and substantially overcharged for this equipment. DCP is seeking
to recover damages and costs related to this lease and to be relieved of any
future obligations under the lease. As of November 30, 1996, corporate counsel
is not able to express an opinion as to the possible outcome of the suit.
Building Leases
D.C. Partners and its subsidiary, Scibal, lease office space under operating
leases with terms expiring through January 2001.
Future minimum payments under these leases are as follows:
<TABLE>
<S> <C>
1997 $ 314,275
1998 231,314
1999 197,420
2000 and thereafter 263,227
----------
$1,006,236
----------
</TABLE>
Subcontract
DCP contracts with other TPAs to process certain claims in other states. In
states with an unknown, or low volume of expected claims, these Associate
offices are paid on a per-claim basis as incurred. For states with expected
high volumes of claims, the Associate offices are paid a fixed monthly amount
for up to the estimated number of claims to be processed annually.
Imprest Funds.
As a TPA, DCP maintains cash accounts, funded by deposits clients, in order to
pay claims.The clients maintain a balance of approximately $4,300,000 of these
funds with DCP, and for the eleven months ended November 30, approximately
$ 70,000,000 of claim payments had been made by DCP on behalf of its clients.
DCP reconciles these accounts and as of November 30,1996 there was a
reconciliation clearing balance of less than 1% of the total funds managed
representing as-yet unreconciled differences.
10
<PAGE> 13
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30,1996
4) INCOME TAXES
The provision (benefit) for taxes consists of the following:
For the Eleven Months
Ended November 30
-----------------
1996
----
Current
Federal $(1,419)
State (1,024)
-------
(2,443)
Deferred (48,600)
$(51,043)
Deferred tax assets resulted primarily from the Company's net operating loss
of the period ending November 30, 1996, which is available to offset future
taxable income. The related deferred tax asset of $233,200 has been reduced
by a valuation allowance of $185,600. Other deferred tax assets resulted from
the tax bases of trade accounts receivable exceeding their bases for
financial reporting by the amount of the allowance for doubtful accounts, the
tax bases of fixed assets exceeding their bases for financial reporting, and
from approximately $4,200 of charitable contributions available to offset
future taxable income. The net operating loss carryforward will expire in
2011, and the charitable contributions carryforward will expire in 2000.
Net deferred tax assets consisted of the following at November 30, 1996.
Total deferred tax liabilities $ -
Total deferred tax assets 244,300
Total valuation allowance (185,600)
$58,700
Of the net deferred tax assets at November 30, 1996, $9,200 were included in
other current assets, and $49,500 were included as other assets,
respectively.
USAOCA had a net loss for the year ended December 31, 1995 in the amount of
$113,000. The Company may use the loss to offset future USAOCA taxable
income. Due to the uncertainty of being able to use the loss carryforward of
$113,000, the related deferred tax asset has been reserved in full.
At November 30, 1996, D C. Partners had a current income tax liability of
$3,631.
5) RELATED PARTY TRANSACTIONS
For the eleven months ended November 30, 1996, USIB and USAOCA advances to
stockholder-officers of the Company and an affiliated party totaled $89,783,
having been reduced from $160,600 at the end of the 3rd quarter..
11
<PAGE> 14
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1996
6) STOCKHOLDERS' EOUITY
CSP declared dividends to its preferred stockholders in the amount of $ 7,800
for the eleven months ended November 30, 1996.
USIB declared dividends to its preferred stockholders in the amount of $172,620
for the eleven months ended November 30, 1996.
Shares of common stock were reserved at November 30, 1996 for the
following:
<TABLE>
<CAPTION>
Class A Class B
<S> <C> <C>
Conversion of a warrant for 1,000,000 shares CNTI
preferred stock into CNTI Class A common stock 1,000,000
Options to be issued pursuant to the "Plan and
Agreement of Reorganization and Capitalization" 50,000
Exercise of 727,272 outstanding warrants exercisable subsequent
to September 30, 1997 in conjunction with D.C. Partners
acquisition 727,272
Conversion of 500,000 shares warrant into CNTI
Class B common shares 500,000
Conversion of 500,000 shares warrant into CNTI
Class A common shares 500,000
1,550,000 1,227,272
--------- ---------
</TABLE>
12
<PAGE> 15
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1996
7) LEASE COMMITMENTS
CSP and USAOCA conduct their business operations from separate leased
facilities. CSP also leases two vehicles with leases expiring in 1997.
Future minimum lease commitments approximate:
<TABLE>
<S> <C> <C>
1997 $ 54,000
1998 45,000
1999 47,000
2000 8,000
---------
$154,000
---------
</TABLE>
Total facilities and equipment rent expense for CSP was approximately
$65,000.
8) NOTES PAYABLE
CSP has a demand note dated July 1995, maturing December 2001. Monthly
payments are required consisting of principal of $4,000 plus accrued interest
calculated at 1.5% over prime (9.75% at November 30, 1996). The note is
secured by all of CSP's assets (which amount to substantially all of the
Company's assets) and is guaranteed by a stockholder-officer of the Company.
At November 30, 1996, the future stated maturities of principal are as
follows:
<TABLE>
<S> <C>
1996 $ 4,000
1997 48,000
1998 48,000
1999 48,000
2000 48,000
2001 46,000
--------
$242,000
--------
</TABLE>
Interest cost, none of which was capitalized, was approximately $30,000 for
the eleven months ended November 30, 1996.
13
<PAGE> 16
CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF
EARNINGS PER SHARE
<TABLE>
<CAPTION>
FOR THE ELEVEN MONTHS
ENDED NOVEMBER 30
1996
EARNINGS PER SHARE
<S> <C>
Net Income before pre-acquisition earnings adjustment $ 90,404
Less: D.C.Partners pre-acquisition earnings for the nine
months ended 9/30/96 (212,597)
------------
Net Income(loss) (122,193)
Dividends on Preferred stock (180,420)
------------
Total adjusted net income (loss) (I) $ (302,613)
------------
Total adjusted weighted-average shares
outstanding (II) 5,596,000
------------
Earnings (loss) per share(I divided II) (0.05)
------------
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTURY
INDUSTRIES, INC. CONSOLIDATED FINANCIALS AT 11-30-96 AND IS SO QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIALS AT 11-30-96.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> NOV-30-1996
<CASH> 240,305
<SECURITIES> 97,416
<RECEIVABLES> 1,580,005
<ALLOWANCES> 20,000
<INVENTORY> 103,000
<CURRENT-ASSETS> 2,474,940
<PP&E> 3,395,775
<DEPRECIATION> 1,517,809
<TOTAL-ASSETS> 7,246,414
<CURRENT-LIABILITIES> 2,697,848
<BONDS> 0
0
0
<COMMON> 5,596
<OTHER-SE> 3,854,067
<TOTAL-LIABILITY-AND-EQUITY> 7,246,414
<SALES> 12,645,789
<TOTAL-REVENUES> 12,645,789
<CGS> 5,739,088
<TOTAL-COSTS> 6,764,799
<OTHER-EXPENSES> (102,541)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30,113
<INCOME-PRETAX> 39,361
<INCOME-TAX> (51,043)
<INCOME-CONTINUING> 90,904
<DISCONTINUED> 0
<EXTRAORDINARY> (180,420)
<CHANGES> (212,597)
<NET-INCOME> (302,613)
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> (0.04)
</TABLE>
