-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OuQnwhgOUSB7QHmddD5Le5U71D89iFrVYFp2fGlvv/mw/ThyfeLg/BA/ZFqbm7MB lGEotE5NTT9LxUaD0WWd2A== 0000719271-94-000013.txt : 19940819 0000719271-94-000013.hdr.sgml : 19940819 ACCESSION NUMBER: 0000719271-94-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANUHCO INC CENTRAL INDEX KEY: 0000719271 STANDARD INDUSTRIAL CLASSIFICATION: 4213 IRS NUMBER: 460278762 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12070 FILM NUMBER: 94544282 BUSINESS ADDRESS: STREET 1: 9393 W 110TH ST STREET 2: STE 100 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9134512800 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CARRIERS INC DATE OF NAME CHANGE: 19910812 10-Q 1 Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [x] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 1994 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number - 0-12321 ANUHCO, INC. State of Incorporation - Delaware IRS Employer Identification No. - 46-0278762 9393 West 110th Street, Suite 100, Overland Park, Kansas 66210 Telephone Number - (913) 451-2800 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 the number of shares outstanding of each of the issuer's classes of common stock. Anuhco, Inc. Common Stock, $0.01 par value 7,543,470 shares outstanding as of June 30, 1994 Form 10-Q Contains 11 pages PART I - FINANCIAL INFORMATION Item 1. Financial Statements ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME For the Periods Ended June 30 (In Thousands, Except Per Share Data)
Second Quarter First Half 1994 1993 1994 1993 Operating Revenue.............. $25,174 $18,896 $46,357 $36,900 Operating Expense.............. 23,330 18,269 43,778 35,951 Operating Income............... 1,844 627 2,579 949 Nonoperating Income (Expense) Interest income.............. 63 34 112 63 Interest expense............. ( 39) ( 50) ( 79) (117) Gain on sale of property and equipment, net............. 7 -- 14 1 Other, net................... -- 50 1 100 Total nonoperating income (expense)... 3 34 48 47 Income from Continuing Operations before Income Taxes.......... 1,875 661 2,627 996 Income Tax Provision (Note 2).. -- -- -- -- Income from Continuing Operations. 1,875 661 2,627 996 Income from Discontinued Operations (Note 6)....................... 1,250 2,500 1,250 2,500 Net Income....................... $3,125 $ 3,161 $ 3,877 $ 3,496 Average Common Shares Outstanding (Note 5)........................ 7,543 7,542 7,543 7,542 Net Income Per Share from Continuing Operations.................... $0.25 $0.09 $0.35 $0.13 Net Income Per Share from Discontinued Operations.................... $0.16 $0.33 $0.16 $0.33 Net Income Per Share............. $0.41 $0.42 $0.51 $0.46
[FN] The accompanying notes to consolidated financial statements are an integral part of these statements. ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
June 30 Dec. 31 1994 1993 ASSETS (In Thousands) Current Assets Cash and temporary cash investments........... $ 4,207 $ 4,708 Accounts receivable, less allowance for doubt- ful accounts of $432 and $358 respectively. 8,839 6,731 Insurance refund receivable................... 564 574 Inventories................................... 395 380 Prepayments................................... 485 249 Total current assets....................... 14,490 12,642 Operating Property, at Cost Revenue equipment............................. 15,155 14,775 Land.......................................... 2,753 1,500 Structures and improvements................... 6,411 3,913 Other operating property...................... 3,952 3,705 28,271 23,893 Less accumulated depreciation.............. (14,175) (13,353) Net property & equipment................. 14,096 10,540 Long-Term Obligation Receivable................. 1,225 1,180 Other Assets.................................... 45 122 Discontinued Operations (Note 6)................ -- -- $29,856 $24,484
LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Current maturities of long-term debt.......... $ -- $ -- Accounts payable.............................. 1,183 1,187 Accrued payroll and fringes................... 5,987 3,934 Claims and insurance accruals................. 186 142 Income tax payable............................ ( 99) -- Other accrued expenses........................ 361 303 Total current liabilities.................. 7,618 5,566 Long-Term Debt, Net of Current Maturities....... 1,300 1,860 Shareholders' Equity Preferred stock with $0.01 par value, author- ized 1,000,000 shares, none outstanding..... -- -- Common stock with $0.01 par value, authorized 13,000,000 shares, outstanding 7,543,470 shares (Note 5)............................. 75 75 Paid-in capital (Note 5)...................... 5,322 5,319 Retained earnings............................. 15,541 11,664 Total shareholders' equity................. 20,938 17,058 $29,856 $24,484
[FN] The accompanying notes to consolidated financial statements are an integral part of this statement. ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the First Half Ended June 30
1994 1993 (In Thousands) Cash Flows From Operating Activities - Net income................................... $ 3,877 $ 3,496 Adjustments to reconcile net income to net cash generated in operating activities - Gain on sale of assets..................... ( 14) ( 1) Depreciation and amortization.............. 1,112 977 Net increase (decrease) from change in other working capital items affecting operating activities.................... ( 289) ( 206) Effect of discontinued operations (Note 6). (1,250) (2,500) Total adjustments..................... ( 441) (1,730) Net Cash Generated (Used)...................... 3,436 1,766 Cash Flows from Investing Activities - Proceeds from discontinued operations (Note 6)................................... 1,250 2,500 Purchase of operating property............... (4,627) (1,392) Cash Flows from Financing Activities - Repayment of Debt............................ ( 560) (1,597) Net Increase (Decrease) In Cash and temporary cash investments................... ( 501) 1,277 Cash and Temporary Cash Investments at beginning of period.......................... 4,708 1,230 Cash and Temporary Cash Investments at end of period............................. $ 4,207 $ 2,507 Cash Paid During the Period for: Interest..................................... $ 79 $ 71 Income Tax................................... 43 27
[FN] The accompanying notes to consolidated financial statements are an integral part of these statements. ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the Periods Ended June 30
Second Quarter First Half 1994 1993 1994 1993 (In Thousands) Common Stock - Balance at beginning of period.. $ 75 $ 5,394 $ 75 $ 5,394 Effect of the change in par value (Note 5)...................... -- (5,319) -- (5,319) Balance at end of period........ $ 75 $ 75 75 $ 75 Paid-in Capital - Balance at beginning of period... $5,321 $ -- $5,319 $ -- Issuance of common shares under the Incentive Stock Plan.......... 1 -- 3 -- Effect of the change in par value (Note 5)...................... -- 5,319 -- 5,319 Balance at end of period......... $5,322 $5,319 $ 5,322 $5,319 Retained Earnings - Balance at beginning of period.... $12,416 $5,563 $11,664 $5,228 Income from continuing operations. 1,875 661 2,627 996 Income from discontinued operations (Note 6)....................... 1,250 2,500 1,250 2,500 Balance at end of period.......... $15,541 $8,724 $15,541 $8,724
[FN] The accompanying notes to consolidated financial statements are an integral part of these statements. ANUHCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Principles of Consolidation The consolidated financial statements include Anuhco and all of its subsidiary companies ("the Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and have not been examined or reviewed by independent public accountants. In the opinion of management, all adjustments necessary to present fairly the results of operations have been made. Pursuant to SEC rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from these statements unless significant changes have taken place since the end of the most recent fiscal year. Anuhco believes that the disclosures contained herein, when read in conjunction with the financial statements and notes included, or incorporated by reference, in Anuhco's Form 10-K, filed with the SEC on March 2, 1994, are adequate to make the information presented not misleading. It is suggested, therefore, that these statements be read in conjunction with the statements and notes included, or incorporated by reference, in the aforementioned report on Form 10-K. 2. Income Taxes During the first quarter of 1993, the Company adopted Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes ("SFAS 109"). SFAS 109 requires the recognition of deferred tax assets, net of applicable reserve, related to net operating loss ("NOL") carryforwards and certain temporary differences. Although the Company has NOL carryforwards and temporary differences in excess of $32 million, no asset recognition is provided in these consolidated financial statements, as the realization of such an asset within the next several years is not reasonably assured based on the information currently available to the Company. Such an asset may be recognized in future periods based upon the facts and circumstances at that time. 3. Profit Sharing In September 1988, the employees of Crouse Cartage Company ("Crouse Cartage") approved the establishment of a profit sharing plan ("the Plan"). The Plan is structured to allow all employees (union and non-union) to ratably share 50 percent of income before income taxes (excluding extraordinary items and gains or losses on the sale of assets) in return for a 15 percent reduction in their wages. Plan distributions are made on a quarterly basis. The Plan was recertified in 1991 and 1994, and shall continue in effect at least through March 31, 1998, or until a replacement of the Collective Bargaining Agreement is reached between Crouse Cartage and its union employees, whichever is the later. The accompanying consolidated balance sheet for the period ended June 30, 1994 includes an accrual for profit sharing costs of $1,984,082. The accompanying consolidated statements of income includes profit sharing costs of $1,984,082 and $2,872,003 for the second quarter and first half, respectively. 4. Revolving Credit Agreement In September 1988, Crouse Cartage entered into a five-year credit agreement with a commercial bank which provided for maximum borrowings equaling the lesser of $2,500,000 or the sum of 80 percent of the net depreciated value of Crouse Cartage's revenue equipment. In June, 1994 the term of this agreement was extended to June 30, 1996. There was no outstanding balance on this revolving line of credit at June 30, 1994. 5. Shareholders' Equity In accordance with a resolution to amend the Company's Certificate of Incorporation, duly prepared and adopted at the Company's 1993 Annual Shareholders' Meeting, the capital stock of the Company was changed from stock without par value to $0.01 par value per share. Such change has no impact on total shareholders' equity but did require a reclassification of a portion of capital stock to paid-in capital. This amendment provided a cost savings on certain franchise taxes. Income per share is based on the average number of common shares outstanding during each period. The average number of common shares so computed was 7,543,470 and 7,543,006 for the quarter and year to date for the periods ending June 30, 1994 and 7,542,270 for the quarter and year to date periods ending June 30, 1993. 6. Discontinued Operations Under the provisions of a Joint Plan of Reorganization ("the Joint Plan"), American Freight System, Inc. ("AFS") is responsible for the continued resolution of pre-July 11, 1991 creditor claims and conversion of assets owned before that date. As claims are allowed and sufficient cash is available, distributions to the creditors and Anuhco will occur. On April 29, 1994, AFS made an interim distribution under the Joint Plan of 5% of each allowed unsecured claim. Anuhco's participation in this distribution was $1.25 million. To date AFS has achieved more favorable results than were assumed in the March 21, 1991 disclosure statement relating to the Joint Plan. Such results are due to favorable (i) settlements of certain claims, (ii) court decisions and (iii) asset realizations. A revised projection is that total distributions to Anuhco (including the $7.25 million previously distributed during 1992, 1993 and 1994) will exceed $10 million, excluding any proceeds which may result from a judgment against Westinghouse Electric Corporation ("WEC"). This revised projection continues to include the assumptions enumerated in the disclosure statement regarding conditions and contingencies. Due to the number and value of claims to be resolved and assets to be converted to cash, the timing and amount of additional interim distributions and the timing of the final distribution have not been included in the revised projection. On February 23, 1993, a judgment in favor of Anuhco and AFS was entered in the Circuit Court of Jackson County, Missouri, at Kansas City, Missouri ("the Court"). This judgment was entered in a case filed by Anuhco and AFS against WEC seeking damages as a result of WEC's failure to provide financing pursuant to a loan commitment issued on June 3, 1988. The judgment awarded $70 million in actual damages to be paid to Anuhco and AFS. WEC filed motions with the Court to have this judgment set aside or to have a new trial granted. On April 8, 1993 WEC's motions were overruled. WEC filed a notice of appeal of this judgment to the Missouri Court of Appeals, Western District. On July 12, 1994, the Missouri Court of Appeals issued a unanimous opinion affirming the Court's judgment in favor of Anuhco and AFS. WEC filed a motion for rehearing before the Missouri Court of Appeals and in the alternative, a motion for transfer to the Missouri Supreme Court on July 27, 1994. A surety bond in support of such judgment, accrued interest (9% simple interest) and other costs has been posted by WEC in the amount of $79.5 million. Proceeds of the judgment, assuming no modification in such rehearing or transfer, net of trial expenses, will be remitted to AFS. AFS will distribute such proceeds under the Joint Plan adopted in 1991. Payments received by Anuhco as a result of distributions under the Joint Plan are recorded by it as income from discontinued operations. Based on our current estimates, if the $70 million judgment plus accrued interest is substantially or fully collected, and both the remaining AFS assets are converted to cash and the remaining claims against AFS are resolved in accordance with expectations, Anuhco would ultimately receive net proceeds of $38 million to $45 million. This represents $5 to $6 per share on Anuhco's outstanding shares. Assuming the motions before the Missouri Court of Appeals are denied and the Missouri Supreme Court refuses transfer of the case, the proceeds of the judgment could be received before the end of 1994. Anuhco and AFS are unable to predict when or how this matter will ultimately be resolved. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS First Half 1994 Compared to First Half 1993 A comparative summary of consolidated operating expenses as a percent of consolidated operating revenue for the six months ended June 30, 1994 and 1993 is:
Percent of Operating Revenue First Half Increase 1994 1993 (Decrease) Salaries, wages and employee benefits. 53.9% 54.6% (0.7)% Operating supplies and expenses....... 11.1 12.3 (1.2) Operating taxes and licenses.......... 2.8 2.8 - Insurance and claims.................. 2.3 2.3 - Depreciation.......................... 2.4 2.7 (0.3) Purchased transportation.............. 21.9 22.7 (0.8) Total operating expenses............ 94.4% 97.4% (3.0)%
Anuhco's first half 1994 consolidated operating revenue and performance were favorably effected by continued regional economic recovery, a teamsters union strike against several competitors, and the closing of a regional carrier within the Company's operating area, as compared to the first half of 1993. Total tonnage of year to date shipments increased 13.7% to 425,703 tons; on an increase of 24.9% in tonnage of shipments of less than 10,000 pounds and a increase of 10.4% in tonnage of shipments 10,000 pounds and over. For shipments of less than 10,000 pounds average revenue per shipment increased 6.3% to $102.50 and average weight of shipment increased 3.9% to 1,072 pounds. For shipments of 10,000 pounds and over, average revenue per shipment increased 1.6% to $642.91 and average weight of shipment decreased 3.9% to 29,663 pounds. Second Quarter 1994 Compared to Second Quarter 1993 A comparative summary of consolidated operating expenses as a percent of consolidated operating revenue for the second quarter ended June 30, 1994 and 1993 is:
Percent of Operating Revenue Second Quarter Increase 1994 1993 (Decrease) Salaries, wages and employee benefits.................. 53.7% 54.6% (0.9)% Operating supplies and expenses.................. 10.4 12.1 (1.7) Operating taxes and licenses.. 2.6 2.6 - Insurance and claims.......... 2.2 2.3 (0.1) Depreciation.................. 2.4 2.4 - Purchased transportation...... 21.4 22.7 (1.3) Total operating expenses.... 92.7% 96.7% (4.0)%
Anuhco's second quarter 1994 consolidated operating revenue and performance were favorably effected by continued regional economic recovery, a teamsters union strike against several competitors, and the closing of a regional carrier within the Company's operating area, offset somewhat by wage increases, as compared to the second quarter 1993. Total tonnage of second quarter shipments increased 21.5% to 225,552 tons; on an increase of 32.6% in tonnage of shipments of less than 10,000 pounds and an increase of 13.3% in tonnage of shipments 10,000 pounds and over. For shipments of less than 10,000 pounds average revenue per shipment increased 8.7% to $103.87 and average weight of shipment increased 5.8% to 1,080 pounds. For shipments of 10,000 pounds and over, average revenue per shipment increased 2.2% to $645.01 and average weight of shipment decreased 2.9% to 29,717 pounds. FINANCIAL CONDITION The Company's financial condition was strengthened during the first half of 1994. Shareholders' equity increased by $3.9 million as a result of $2.6 million net income from continuing operations and a $1.25 million distribution from discontinued operations. Loan payments from working capital reduced the Company's long-term debt net of current maturities, by $560,000 from December 31, 1993. In addition, Crouse Cartage closed on various purchases of operating property for $4.6 million, paid from working capital. Item 4. Submission of Matters to a Vote of Security Holders (a) Annual Meeting of Shareholders was held on May 24, 1994. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 20(a) - Report to Shareholders for the Second Quarter, 1994, dated August 15, 1994, included herewith. (b) Reports on Form 8-K None SIGNATURE Pursuant to the requirements 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. Anuhco, Inc. Registrant By: /s/ John P. Bigger John P. Bigger, President, Chief Executive Officer, and Chief Financial Officer Date: August 15, 1994 Exhibit 20(a) Page 1 of 2 ANUHCO, INC. REPORT TO SHAREHOLDERS SECOND QUARTER 1994 Second quarter 1994 consolidated net income from continuing operations was $1,875,000 or $0.25 per share on revenue of $25.2 million, as compared with second quarter 1993 consolidated net income from continuing operations of $661,000 or 0.09 per share on revenue of $18.9 million. This increase reflects a continued improvement in the economy, the impact of the teamsters union strike against some competitors, and the closing of a regional carrier within Crouse's operating territory. Additional income of $1.25 million and $2.5 million from discontinued operations increased consolidated net income to $3.1 million and $3.2 million for the second quarter of 1994 and 1993, respectively. Crouse Cartage Company, Anuhco's general commodity motor carrier, had operating income of $1,947,000 on revenues of $25.2 million for the second quarter 1994; as compared to operating income of $782,000 on revenues of $18.9 million for the second quarter 1993. Crouse Cartage's negotiations with the International Brotherhood of Teamsters were completed with the signing of a 4 year contract and the ratification by the teamsters and other employees of the Company's profit sharing plan covering the same period. Other news, at the 1994 Annual Meeting of the Shareholders, all members of the Board of Directors were re-elected and the selection of Arthur Andersen & Co. as independent public accountants for 1994 was ratified with 80% of the outstanding Anuhco shares voting. Also, on July 12, 1994 the Missouri Court of Appeals issued a unanimous opinion affirming the $70 million judgment in favor of Anuhco and American Freight System ("AFS") against Westinghouse Electric Corporation ("WEC"). WEC filed a motion on July 27, 1994 for rehearing before the Missouri Court of Appeals and in the alternative, a motion for transfer to the Missouri Supreme Court. The surety bond posted in support of this judgment and other costs was increased by WEC to $79.5 million. If the $70 million judgment plus accrued interest is substantially or fully collected, and both the remaining AFS assets are converted to cash and the remaining claims against AFS are resolved in accordance with expectations, Anuhco would ultimately receive net proceeds of $38 million to $45 million. This represents $5 to $6 per share on Anuhco's outstanding shares. Assuming the motions before the Missouri Court of Appeals are denied and the Missouri Supreme Court refuses transfer of the case, the proceeds of the judgment could be received before the end of 1994. Anuhco and AFS are unable to predict when or how this matter will ultimately be resolved. /s/ John P. Bigger /s/ Roy R. Laborde, John P. Bigger, Roy R. Laborde, President & CEO Chairman August 15, 1994 Exhibit 20(a) Page 2 of 2
UNAUDITED SUMMARY FINANCIAL STATEMENTS (in thousands, except per share data) CONSOLIDATED STATEMENTS OF INCOME Periods Ended June 30 Second Quarter Year to Date 1994 1993 1994 1993 Operating Revenue........ $25,174 $18,896 $46,357 $36,900 Operating Income ........ 1,844 627 2,579 949 Net Income - Continuing Operations. 1,875 661 2,627 996 Discontinued Operations 1,250 2,500 1,250 2,500 Total.............. 3,125 3,161 3,877 3,496 Income Per Share - Continuing Operations..$ 0.25 $ 0.09 $ 0.35 $ 0.13 Discontinued Operations 0.16 0.33 0.16 0.33 Total..............$ 0.41 $ 0.42 $ 0.51 $ 0.46 Average Common Shares Outstanding............ 7,543 7,542 7,543 7,542
CONSOLIDATED BALANCE SHEETS 06/30/94 12/31/93 ASSETS Current Assets..................... $14,490 $12,642 Operating Property (net)........... 14,096 10,540 Other Assets....................... 1,270 1,302 $29,856 $24,484
LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities................ $ 7,618 $ 5,566 Long-Term Debt..................... 1,300 1,860 Shareholders' Equity............... 20,938 17,058 $29,856 $24,484
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