-----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, G4dU+HlBuDPpq6RLdbCeByGH65wBhstu/cpY9F3b+zn7XpXDVY6ypsKP1317FIoO vNwUfIW0cSfnmcc4lADrjQ== 0000719271-94-000019.txt : 19941202 0000719271-94-000019.hdr.sgml : 19941202 ACCESSION NUMBER: 0000719271-94-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941118 SROS: NONE 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: 94561105 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 September 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 7,545,870 shares outstanding as of September 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 Quarter and Year-To-Date Ending September 30, 1994 (In Thousands, Except Per Share Data)
Year-To-Date Through Third Quarter Third Quarter 1994 1993 1994 1993 Operating Revenue....................... $24,913 $19,816 $71,271 $56,717 Operating Expense....................... 23,472 18,947 67,251 54,899 Operating Income........................ 1,441 869 4,020 1,818 Nonoperating Income (Expense) Gain on sale of property and equipment, net...................... 29 -- 43 -- Interest income....................... 76 35 188 98 Interest expense...................... ( 23) ( 41) (102) (157) Other, net............................ -- -- 1 100 Total nonoperating income (expense). 82 ( 6) 130 41 Income from Continuing Operations before Income Taxes.......................... 1,523 863 4,150 1,859 Income Tax Provision (Note 2)........... -- -- -- -- Income from Continuing Operations....... 1,523 863 4,150 1,859 Income from Discontinued Operations (Note 6 and 7)........................ -- -- 1,250 2,500 Net Income.............................. $ 1,523 $ 863 $ 5,400 $ 4,359 Average Common Shares Outstanding (Note 5) 7,544 7,542 7,543 7,542 Income Per Share from Continuing Operations............................. $0.20 $0.11 $0.55 $0.25 Income Per Share from Discontinued Operations............................. $0.00 $0.00 $0.16 $0.33 Net Income Per Share...................... $0.20 $0.11 $0.71 $0.58
The accompanying notes to consolidated financial statements are an integral part of these statements. ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
Sept 30 Dec. 31 1994 1993 ASSETS (In Thousands) Current Assets Cash and temporary cash investments........... $ 4,702 $ 4,708 Accounts receivable, less allowance for doubt- ful accounts of $456 and $358 respectively. 9,363 6,731 Insurance refund receivable................... 179 574 Parts and supplies............................ 352 380 Prepayments................................... 339 249 Total current assets....................... 14,935 12,642 Operating Property, at Cost Revenue equipment............................. 15,640 14,775 Land.......................................... 2,761 1,500 Structures and improvements................... 6,507 3,913 Other operating property...................... 3,938 3,705 28,846 23,893 Less accumulated depreciation.............. (14,664) (13,353) Net property & equipment................. 14,182 10,540 Long-Term Obligation Receivable................. 1,202 1,180 Other Assets.................................... 111 122 Discontinued Operations (Note 6 and 7).......... -- -- $30,430 $24,484 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Current maturities of long-term debt.......... $ -- $ -- Accounts payable.............................. 871 1,187 Accrued payroll and fringes................... 6,088 3,934 Claims and insurance accruals................. 222 142 Income tax payable............................ (114) -- Other accrued expenses........................ 424 303 Total current liabilities.................. 7,491 5,566 Long-Term Debt, Net of Current Maturities....... 470 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 7,545,870 shares (Note 5)............................. 75 75 Paid-in capital (Note 5)...................... 5,329 5,319 Retained earnings............................. 17,064 11,664 Total shareholders' equity................. 22,469 17,058 $30,430 $24,484
The accompanying notes to consolidated financial statements are an integral part of this statement. ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
Year-To-Date Through Third Quarter 1994 1993 (In Thousands) Cash Flows From Operating Activities - Net income.................................. $ 5,400 $ 4,359 Adjustments to reconcile net income to net cash generated in operating activities - Gain on sale of assets.................... ( 43) -- Depreciation and amortization............. 1,727 1,496 Net increase (decrease) from change in other working capital items affecting operating activities................... ( 409) ( 196) Effect of discontinued operations (Note 6) (1,250) (2,500) Total adjustments.................... 68 (1,200) Net Cash Generated............................ 5,468 3,159 Cash Flows from Investing Activities - Proceeds from discontinued operations (Note 6).................................. 1,250 2,500 Purchase of operating property.............. (5,334) (2,295) Cash Flows from Financing Activities - Repayment of Debt........................... (1,390) (1,766) Net Increase (Decrease) In Cash and temporary cash investments.................. ( 6) 1,598 Cash and Temporary Cash Investments at beginning of period......................... 4,708 1,230 Cash and Temporary Cash Investments at end of period............................ $ 4,702 $ 2,828 Cash Paid During the Period for: Interest.................................... $ 107 $ 161 Income Tax.................................. 47 36
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 September 30
Year-To-Date Through Third Quarter Third Quarter 1994 1993 1994 1993 (In Thousands) Common Stock - Balance at beginning of period...... $ 75 $ 75 $ 75 $ 5,394 Effect of the change in par value (Note 5).......................... -- -- -- (5,319) Balance at end of period............ $ 75 $ 75 $ 75 $ 75 Paid-in Capital - Balance at beginning of period...... $ 5,322 $ 5,319 $ 5,319 $ -- Issuance of common shares under the Incentive Stock Plan.............. 7 -- 10 -- Effect of the change in par value (Note 5)......................... -- -- -- 5,319 Balance at end of period............ $ 5,329 $ 5,319 $ 5,329 $ 5,319 Retained Earnings - Balance at beginning of period...... $15,541 $ 8,724 $11,664 $ 5,228 Income from continuing operations... 1,523 863 4,150 1,859 Income from discontinued operations (Note 6)......................... -- -- 1,250 2,500 Balance at end of period............ $17,064 $ 9,587 $17,064 $ 9,587
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 In 1993, the Company adopted Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes ("SFAS 109"). SFAS 109 permits 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 is not reasonably assured as of September 30, 1994. Such an asset may be recognized in future periods based upon the facts and circumstances at that time (See Note 7 Subsequent Event). 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 September 30, 1994 includes an accrual for profit sharing costs of $1,700,133. The accompanying consolidated statements of income includes profit sharing costs of $1,700,133 and $4,572,136 for the third quarter and year to date, 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 September 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 does require a reclassification of a portion of capital stock to paid-in capital. This amendment will provide 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 7,543,631 and 7,543,217 for the quarter and year to date for the periods ending September 30, 1994 and 7,542,470 for the quarter and year to date periods ending September 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. Total distributions to Anuhco (including the $7.25 million previously distributed during 1992, 1993 and 1994) are projected to exceed $10 million, excluding any proceeds from a judgment against Westinghouse Electric Corporation ("WEC") (See Note 7 Subsequent Event). 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 determined. 7. Subsequent Event On November 3, 1994, the Company reported the collection of a judgment against WEC. As a result of such collection and its impact on AFS net assets, including certain tax attributes, the Company expects to record as income a total of $50 to $53 million, or $6.50 to $7.00 per share, during the fourth quarter of 1994. On February 23, 1993 a judgment in favor of Anuhco and AFS was entered in the Circuit Court of Jackson County, Missouri, against WEC for failure to provide financing pursuant to a loan commitment issued by WEC on June 3, 1988. The judgment awarded $70 million in actual damages and, by state statute, accrued 9% simple interest from the date of such judgment. WEC filed motions with the Circuit Court to have this judgment set aside or to have a new trial granted, but such motions were overruled on April 8, 1993. WEC filed an appeal of this judgment to the Missouri Court of Appeals, Western District, in April, 1993. The Court of Appeals unanimously denied this motion on July 12, 1994. Subsequently, WEC motions for rehearing before the Missouri Court of Appeals and, in the alternative, a motion for transfer to the Missouri Supreme Court were denied. On September 13, 1994 WEC filed an application with the Missouri Supreme Court for transfer of the case to such court. That application for transfer was denied on October 25, 1994. With the collection of this judgment from WEC, AFS has declared a distribution under the Joint Plan which will result in the full payment of all its resolved claims and liabilities, and a transfer of $7.5 million to Anuhco on or about November 11, 1994. A review of the AFS reserves for its unresolved claims and liabilities has been undertaken to determine the amount and timing of additional cash to be transferred to Anuhco. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS First Nine Months of 1994 Compared to First Nine Months of 1993 A comparative summary of consolidated operating expenses as a percent of consolidated operating revenue for the nine months ended September 30, 1994 and 1993 is:
Percent of Operating Revenue Three Quarters Increase 1994 1993 (Decrease) Salaries, wages and employee benefits. 54.0% 54.7% (0.7)% Operating supplies and expenses....... 11.2 11.9 (0.7) Operating taxes and licenses.......... 2.7 2.7 - Insurance and claims.................. 2.3 2.3 - Depreciation.......................... 2.4 2.6 ( .2) Purchased transportation.............. 21.8 22.6 (0.8) Total operating expenses............ 94.4% 96.8% (2.4)%
During the first three quarters of 1994 consolidated operating revenue and performance were favorably effected by continued regional economic recovery, a teamsters union strike, January 1, 1994 rate increases and the closing of a regional carrier within the Company's operating area as compared to the first three quarters of 1993. Total tonnage of year to date shipments increased 16.8% to 653,901 tons; on an increase of 25.0% in tonnage of shipments of less than 10,000 pounds and an increase of 10.7% in tonnage of shipments 10,000 pounds and over. For shipments of less than 10,000 pounds average revenue per shipment increased 5.8% to $102.10 and average weight of shipments increased 3.5% to 1,068 pounds. For shipments of 10,000 pounds and over, average revenue per shipment increased 1.3% to $637.69 and average weight of shipments decreased 4.6% to 29,433 pounds. Third Quarter 1994 Compared to Third Quarter 1993 A comparative summary of consolidated operating expenses as a percent of consolidated operating revenue for the third quarter ended September 30, 1994 and 1993 is:
Percent of Operating Revenue Third Quarter Increase 1994 1993 (Decrease) Salaries, wages and employee benefits. 54.0% 54.8% (0.8)% Operating supplies and expenses....... 11.4 11.0 0.4 Operating taxes and licenses.......... 2.5 2.6 (0.1) Insurance and claims.................. 2.2 2.4 (0.2) Depreciation.......................... 2.5 2.6 (0.1) Purchased transportation.............. 21.6 22.3 (0.7)% Total operating expenses............ 94.2% 95.7% (1.5)%
Anuhco's third quarter 1994 consolidated operating revenue and performance were favorably effected by continued economic recovery and the closing of a regional carrier within the Company's operating area, as compared to the third quarter 1993. Total tonnage of third quarter shipments increased 17.2% to 228,198 tons; on an increase of 25.2% in tonnage of shipments of less than 10,000 pounds and an increase of 11.3% in tonnage of shipments 10,000 pounds and over. For shipments of less than 10,000 pounds average revenue per shipment increased 4.9% to $101.37 and average weight of shipments increased 2.8% to 1,062 pounds. For shipments of 10,000 pounds and over, average revenue per shipment increased 0.7% to $628.09 and average weight of shipments decreased 5.8% to 29,009 pounds. FINANCIAL CONDITION The Company's financial condition was strengthened during the first three quarters of 1994. Shareholders' equity increased by $5.4 million as a result of $4.2 million net income from continuing operations and a $1.2 million distribution from discontinued operations (See Note 7 Subsequent Event). Loan payments from working capital and distributions from discontinued operations reduced the Company's long-term debt net of current maturities, by $1.4 million from December 31, 1993. In addition, Crouse Cartage closed on various purchases of operating property for $5.3 million, paid from working capital. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 20(a) - Report to Shareholders for the Third Quarter, 1994, dated November 11, 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: November 11, 1994 Exhibit 20(a) ANUHCO, INC. REPORT TO SHAREHOLDERS THIRD QUARTER 1994 We are pleased to report good news for the third quarter and even better news for the fourth quarter. In the third quarter, Crouse Cartage Company, our operating subsidiary, realized record revenues and earnings. In the fourth quarter the previously reported judgment against Westinghouse Electric Corporation ("WEC") was collected. As a result of such collection and its impact on the net assets of its subsidiary, American Freight System, Inc. ("AFS"), Anuhco expects to record as income a total of $50 to $53 million, or $6.50 to $7.00 per share, during the fourth quarter. This, of course, will result in record net income for the fourth quarter and for the year. Third quarter 1994 consolidated net income from continuing operations was $1.5 million or $0.20 per share on revenue of $24.9 million, as compared with third quarter 1993 consolidated net income from continuing operations of $0.9 million or $0.11 per share on revenue of $19.8 million. No income from discontinued operations is included in consolidated net income for the third quarter of 1994 or 1993. Crouse Cartage, Anuhco's general commodities motor carrier, had operating income of $1.7 million on revenues of $24.9 million for the third quarter 1994; as compared to operating income of $1.0 million on revenues of $19.8 million for the third quarter 1993. This increase reflects the closing of a regional carrier within Crouse's operating territory, a continued improvement in the economy and the impact of the teamsters union strike against certain competitors. Following the collection of the judgment against WEC, AFS declared a distribution under the 1991 Reorganization Plan which will result in full payment of its resolved claims and liabilities and a transfer of $7.5 million in cash to Anuhco, on or about November 11, 1994. A review to determine the appropriate reserves for AFS' future expenses and unresolved claims and liabilities has been undertaken to determine how much additional cash is to be transferred to Anuhco before the end of the fourth quarter. The planned recording of the $50 to $53 million of income will include the above $7.5 million of cash, the receipt of any additional cash from AFS in the fourth quarter, the value of other assets remaining in AFS and; for the first time, the estimated value of income tax net operating loss carryovers and other recent developments, including favorable claims settlements. The judgment against WEC was entered in favor of Anuhco and AFS in the Circuit Court of Jackson County, Missouri on February 23, 1993 as a result of WEC's credit unit's failure to provide financing pursuant to a loan commitment issued to Anuhco on June 3, 1988. The judgment of $70 million was appealed by WEC and was affirmed by the Missouri Court of Appeals, Western District, in a July 12, 1994 opinion; and on August 30, 1994 this court overruled WEC's motion for a rehearing before the entire Missouri Court of Appeals and denied a motion that it transfer the case to the Missouri Supreme Court. The Missouri Supreme Court denied WEC's application for transfer of the case to the Missouri Supreme Court on October 25, 1994 and WEC subsequently paid the judgment, plus interest and court costs. This long saga has ended and it is now in order for we shareholders to celebrate the victory. /s/ John P. Bigger /s/ Roy R. Laborde John P. Bigger, Roy R. Laborde, President & CEO Chairman November 11, 1994 Exhibit 20(a) ANUHCO, INC. UNAUDITED SUMMARY FINANCIAL STATEMENTS (in thousands, except per share data) CONSOLIDATED STATEMENTS OF INCOME Periods Ended September 30
Third Quarter Year to Date 1994 1993 1994 1993 Operating Revenue................. $24,913 $19,816 $71,271 $56,717 Operating Income.................. 1,441 869 4,020 1,818 Net Income - Continuing Operations........... 1,523 863 4,150 1,859 Discontinued Operations......... -0- -0- 1,250 2,500 Total......................... $ 1,523 $ 863 $ 5,400 $ 4,359 Income Per Share - Continuing Operations........... $0.20 $0.11 $0.55 $0.25 Discontinued Operations......... 0.00 0.00 0.16 0.33 Total......................... $0.20 $0.11 $0.71 $0.58 Average Common Shares Outstanding. 7,544 7,542 7,543 7,542 CONSOLIDATED BALANCE SHEETS 09/30/94 12/31/93 ASSETS Current Assets.................... $14,935 $12,642 Operating Property (net).......... 14,182 10,540 Other Assets...................... 1,313 1,302 $30,430 $24,484 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities............... $ 7,491 $ 5,566 Long-Term Debt.................... 470 1,860 Shareholders' Equity.............. 22,469 17,058 $30,430 $24,484
EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. EX-27
5 QTR-3 DEC-31-1994 JAN-01-1994 SEP-30-1994 [PERIOD-TYPE] 9-MOS 4,702 0 9,819 456 352 14,935 28,846 14,664 30,430 7,491 0 75 0 0 22,394 30,430 71,271 71,271 0 67,251 (232) 0 102 4,150 0 4,150 1,250 0 0 5,400 .71 .71 -----END PRIVACY-ENHANCED MESSAGE-----