-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TuXZE36L93GUS9qJJkPCGgMId9L9xMilk3tQYboNHamD4z9ptFFQZnGgwHSRrUCU 8P6qU4r6ZPmUToVfv8mEZg== 0000719271-96-000006.txt : 19960112 0000719271-96-000006.hdr.sgml : 19960111 ACCESSION NUMBER: 0000719271-96-000006 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19960110 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANUHCO INC CENTRAL INDEX KEY: 0000719271 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 460278762 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12070 FILM NUMBER: 96502169 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/A 1 Form 10-Q/A Amendment No. 2 UNITED STATES 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, 1995 [ ] 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 7,139,970 shares outstanding as of November 8, 1995 Form 10-Q/A Contains 16 pages PART I - FINANCIAL INFORMATION Item 1. Financial Statements ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME For the Periods Ended September 30 (In Thousands, Except Per Share Data)
Third Quarter Nine Months 1995 1994 1995 1994 (Restated; (Restated; See Note 8) See Note 8) Operating Revenue......................... $24,651 $24,913 $73,851 $71,271 Operating Expenses........................ 23,967 23,472 71,716 67,251 Operating Income.......................... 684 1,441 2,135 4,020 Nonoperating Income (Expense) Interest income......................... 497 76 1,655 188 Interest expense........................ ( 6) ( 23) ( 72) (102) Gain on sale of property and equipment, net........................ 9 29 52 43 Other, net.............................. -- -- -- 1 Total nonoperating income (expense)... 500 82 1,635 130 Income from Continuing Operations before Income Taxes..................... 1,184 1,523 3,770 4,150 Income Tax Provision (Note 2)............. 509 -- 1,621 -- Income from Continuing Operations......... 675 1,523 2,149 4,150 Income from Discontinued Operations (Note 6)................................ 272 -- 867 1,250 Net Income................................ $ 947 $ 1,523 $ 3,016 $ 5,400 Average Common Shares Outstanding (Note 5) 7,392 7,544 7,500 7,543 Net Income Per Share from Continuing Operations............................. $0.09 $0.20 $0.29 $0.55 Net Income Per Share from Discontinued Operations............................. $0.04 $0.00 $0.11 $0.16 Net Income Per Share...................... $0.13 $0.20 $0.40 $0.71
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 1995 1994 (In Thousands) (Restated; ASSETS See Note 8) Current Assets Cash and temporary cash investments........... $ 5,224 $11,365 Short term investments........................ 28,027 26,893 Freight accounts receivable, less allowance for doubtful accounts of $486 and $389, respectively............................... 9,263 8,675 Finance accounts receivable, less allowance for doubtful accounts of $84............... 8,499 -- Other current assets.......................... 796 983 AFS Net Assets (Note 6)....................... 15,208 21,095 Total current assets....................... 67,017 69,011 Operating Property, at Cost Revenue equipment............................. 18,868 15,939 Land.......................................... 2,826 2,761 Structures and improvements................... 7,468 6,859 Other operating property...................... 4,609 4,097 33,771 29,656 Less accumulated depreciation.............. (17,154) (15,239) Net operating property................... 16,617 14,417 Long-Term Obligation Receivable................. -- 1,270 Intangibles and Other Assets (Note 7)........... 3,316 74 $86,950 $84,772
LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable.............................. $ 1,507 $ 906 Accrued payroll and fringes................... 5,455 5,775 Claims and insurance accruals................. 541 247 Accrued and current deferred income taxes..... 1,454 -- Other accrued expenses........................ 1,083 425 Total current liabilities.................. 10,040 7,353 Shareholders' Equity (Note 5) 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 7,139,970 and 7,552,920 shares, respectively.............. 76 76 Paid-in capital............................... 5,357 5,339 Retained earnings............................. 75,020 72,004 Treasury stock, 417,100 shares, at cost....... ( 3,543) -- Total shareholders' equity................. 76,910 77,419 $86,950 $84,772
The accompanying notes to consolidated financial statements are an integral part of these statements. ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the First Nine Months Ended September 30
1995 1994 (In Thousands) (Restated; See Note 8) Cash Flows From Operating Activities - Net income................................... $ 3,016 $ 5,400 Adjustments to reconcile net income to net cash provided by operating activities - Gain on sale of assets..................... ( 50) ( 43) Depreciation and amortization.............. 2,107 1,727 Provision for doubtful accounts receivable. 250 -- Net increase (decrease) from change in other working capital items affecting operating activities.................... 1,278 ( 366) Income from discontinued operations (Note 6)..................... ( 867) (1,250) Net Cash Provided(Used) by operating activities 5,734 5,468 Cash Flows from Investing Activities - Proceeds from discontinued operations (Note 6)................................... 6,754 1,250 Purchase of finance subsidiary and related software/service agreement................. (11,216) -- Purchase of operating property............... ( 4,008) (5,334) Short-term investments, net.................. ( 1,134) (4,350) ( 9,604) (8,434) Cash Flows from Financing Activities - Payments to acquire treasury stock........... ( 3,543) -- Repayment of debt............................ -- (1,390) Collection of long-term obligation receivable 1,270 -- Other........................................ 2 -- ( 2,271) (1,390) Net Increase (Decrease) In Cash and Temporary Cash Investments................... ( 6,141) (4,356) Cash and Temporary Cash Investments at beginning of period.......................... 11,365 4,708 Cash and Temporary Cash Investments at end of period............................. $ 5,224 $ 352 Cash Paid During the Period for: Interest..................................... $ -- $ 107 Income Taxes................................. 1,153 47
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
Third Quarter Nine Months 1995 1994 1995 1994 (In Thousands) Common Stock - Balance at beginning and end of period.............................. $ 76 $ 75 $ 76 $ 75 Paid-in Capital - Balance at beginning of period........ $ 5,357 $ 5,322 $ 5,339 $ 5,319 Issuance of common shares under the Incentive Stock Plan................ -- 7 18 10 Balance at end of period.............. $ 5,357 $ 5,329 $ 5,357 $ 5,329 Retained Earnings - Balance at beginning of period........ $74,073 $15,541 $72,004 $11,664 Net Income............................ 947 1,523 3,016 5,400 Balance at end of period.............. $75,020 $17,064 $75,020 $17,064 Treasury Stock - Balance at beginning of period........ $ -- $ -- $ -- $ -- Purchase of 417,100 shares of Common Stock........................ (3,543) -- (3,543) -- Balance at end of period.............. $(3,543) $ -- $(3,543) $ --
The accompanying notes to consolidated financial statements are an integral part of these statements. ANUHCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED) 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 10, 1995, 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 The Company accounts for income taxes in accordance with the liability method as required in the Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". The impact of significant temporary differences and carryforwards representing deferred tax assets and liabilities is determined utilizing the enacted tax rates expected to be in effect when such differences reverse. At December 31, 1994 the Company had utilized substantially all of its net operating loss and tax credit carryforwards, but anticipated the generation of additional tax attributes during 1995 from the continued winddown of its subsidiary, American Freight System, Inc. ("AFS") - See Note 6. The provision for income taxes during the third quarter and first nine months represents the estimated tax provision, net of any such additional tax attributes to be generated by AFS. 3. Profit Sharing In September 1988, the employees of Crouse Cartage Company ("Crouse Cartage"); a wholly owned subsidiary of Anuhco, 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% of Crouse Cartage's income before income taxes (excluding extraordinary items and gains or losses on the sale of assets) in return for a 15% 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 the parties, whichever is later. The accompanying consolidated balance sheet for the period ended September 30, 1995 includes an accrual for profit sharing costs of $731,559. The accompanying consolidated statements of income include profit sharing costs of $731,559 and $2,918,250 for the third quarter and nine months of 1995, respectively. 4. Revolving Credit Agreement In September 1988, Crouse Cartage entered into a multi-year credit agreement with a commercial bank which provided for maximum borrowings equaling the lesser of $2,500,000 or the borrowing base, as defined in such agreement. In September, 1995 the term of this agreement was extended to June 30, 1997. There was no outstanding balance on this revolving line of credit at September 30, 1995. 5. Shareholders' Equity 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 7,392,253 and 7,499,773 for the quarter and year to date periods ending September 30, 1995, respectively, and 7,543,631 and 7,543,217 for the quarter and year to date periods ending September 30, 1994, respectively. On June 26, 1995, the Company adopted a program to repurchase up to 10% of its outstanding shares of common stock. During the third quarter of 1995, the Company repurchased 417,100 shares of common stock, which represented 5.5% of outstanding shares before initiating the program, at a cost of $3,543,000. 6. AFS Net Assets Under the provisions of a Joint Plan of Reorganization ("the Joint Plan"), AFS is responsible for the administration of pre-July 12, 1991 creditor claims and conversion of assets owned before that date. As claims are allowed and cash is available, distributions to the creditors occur. The Joint Plan also provides for distributions to Anuhco as unsecured creditor distributions occur in excess of 50% of allowed claims. Anuhco also receives the full benefit of any remaining assets of AFS through its ownership of AFS stock, if unsecured creditors receive distributions, including interest, equivalent to 130% of their claims. AFS has made full payment of all its resolved claims and liabilities. In June 1995, AFS paid an additional dividend of $6.8 million to Anuhco. The remaining AFS net assets are estimated to have net realizable value of $15.2 million. The primary assets include approximately $14 million in cash and deposits and $3 million of receivables. Gross unresolved claims, primarily related to workers' compensation insurance coverage, are approximately $9 million. AFS is in the process of resolving these claims, however until this process is completed the amount of liabilities cannot be ascertained. The ultimate resolution of the amounts, validity and priority of recorded liabilities and other claims is uncertain at this time. Accordingly, AFS net assets reflect estimated amounts due on such liabilities and claims. 7. Acquisition of Premium Finance Subsidiary On May 31, 1995, Anuhco completed the acquisition of all of the issued and outstanding stock of Agency Premium Resource, Inc. and Subsidiary ("APR"). The purchase price, together with payments for certain services to be rendered by the sellers after closing, was approximately $11.5 million. In addition to the Stock Purchase Agreement by which Anuhco acquired all of the APR stock, Anuhco entered into a consulting agreement with Seafield Capital Corporation ("Seafield"), the former majority shareholder of APR, and an employment agreement with C. Ted McCarter, APR's president and chief executive officer. Under the former, Anuhco is entitled to consult with Seafield regarding APR for three years. Under the latter, APR is entitled to the continuation of Mr. McCarter's services as president and chief executive officer for five years. This transaction was accounted for as a purchase. Anuhco utilized a portion of its available cash to consummate the purchase. The terms of the acquisition and the purchase price resulted from negotiations between Anuhco and the APR shareholders, Seafield and APR's Chief Executive Officer, C. Ted McCarter. APR offers premium financing and related services through approved insurance agencies, primarily throughout the midwestern United States. Its wholly owned subsidiary, Agency Services, Inc., provides motor vehicle report services throughout the same geographic area. In connection with the purchase of APR, Anuhco recorded goodwill of $2.3 million, which will be amortized on the straight-line basis over 15 years, and a software and service agreement of $1.0 million, which will be amortized over 5 years. APR has an agreement with a financial institution whereby it can sell undivided interests in a designated pool of accounts receivable, up to a maximum of $30 million, on an ongoing basis. Anuhco has assumed certain guarantees of the securitized receivables, $19 million as of September 30, 1995. The securitized receivables are reflected as sold and therefore not included in the accompanying consolidated balance sheet. On October 20, 1995, APR entered into a new three year agreement with a new receivable purchaser to sell an undivided interest in a designated pool of receivables. The maximum allowable receivables to be sold under this new agreement is $30 million. Proceeds from the initial funding of this agreement were utilized to eliminate all outstanding balances under the prior agreement. Anuhco serves as guarantor in certain limited circumstances under this agreement. The following reflects the operating results of Anuhco for the third quarter and nine months ended September 30, 1995 and 1994, assuming the acquisition occurred as of the beginning of each of the respective periods: Pro Forma Operating Results (Unaudited) (in thousands, except per share data)
Third Quarter Nine Months 1995 1994 1995 1994 (as re- ported) Operating Revenue....... $24,651 $25,750 $75,436 $74,024 Income from Continuing Operations............ 675 1,710 2,248 4,215 Income from Discontinued Operations............ 272 -- 867 1,250 Net Income.............. $ 947 $ 1,710 $ 3,115 $ 5,465 Net Income Per Share: Continuing Operations.. $0.09 $0.23 $0.30 $0.56 Discontinued Operations 0.04 0.00 0.11 0.16 Total................. $0.13 $0.23 $0.41 $0.72
The pro forma results of operations are not necessarily indicative of the actual results that would have been obtained had the acquisition been made at the beginning of the respective periods, or of results which may occur in the future. 8. Restatement of Previously Issued Financial Statements The accompanying financial statements for the quarter and nine months ended September 30, 1995 have been restated to reclassify the recognition of certain tax benefits, related to the AFS Net Assets, from Income from Continuing Operations to Income from Discontinued Operations, as follows:
Periods Ended September 30, 1995 Third Quarter Nine Months As As As Originally As Originally Restated Reported Restated Reported (in thousands, except per share data) Income from Continuing Operations before Income Taxes............. $ 1,184 $ 1,184 $ 3,770 $ 3,770 Income Tax Provision............. 509 237 1,621 754 Income from Continuing Operations 675 947 2,149 3,016 Income from Discontinued Operations...................... 272 -- 867 -- Net Income....................... $ 947 $ 947 $ 3,016 $ 3,016 Net Income per Share from Continuing Operations........... $0.09 $0.13 $0.29 $0.40 Net Income per Share from Discontinued Operations......... $0.04 $ -- $0.11 $ -- Net Income per Share............. $0.13 $0.13 $0.40 $0.40 AFS Net Assets................... $15,208 $14,341 Accrued and Current Deferred Income Taxes.................... $ 1,454 $ 587
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Third quarter and nine months ended September 30, 1995 compared to the third quarter and nine months ended September 30, 1994. With the acquisition of APR on May 31, 1995, Anuhco now operates in two distinct industries; transportation, through its subsidiary, Crouse Cartage; and insurance premium finance, through its subsidiary, APR. Transportation - A comparative summary of transportation operating expenses as a percent of transportation operating revenue follows:
Percent of Operating Revenue Third Quarter Nine Months 1995 1994 1995 1994 Salaries, wages and employee benefits.......... 55.8% 53.9% 55.5% 53.8% Operating supplies and expenses............... 11.2 11.0 11.4 11.0 Operating taxes and licenses............... 2.5 2.5 2.7 2.7 Insurance and claims........ 2.3 2.1 2.2 2.2 Depreciation................ 2.9 2.5 2.7 2.4 Purchased transportation.... 22.5 21.6 21.8 21.8 Total operating expenses.... 97.2% 93.6% 96.3% 93.9%
Operating Revenue - The changes in transportation operating revenue are summarized in the following table (in thousands):
Qtr 3 1995 Nine Months 1995 vs. vs. Qtr 3 1994 Nine Months 1994 Increase (decrease) from: Less-than-truckload shipments $ (820) $ 786 Less-than-truckload revenue per shipment............... (333) 205 Truckload revenues........... (124) 244 Net increase (decrease).... $(1,277) $1,235
Less-than-truckload ("LTL") operating revenues fell by 5.9% in the third quarter of 1995 as compared to the same period of 1994. This decline for the current quarter is in comparison to the strong quarter achieved by Crouse Cartage in the same period of 1994 following the teamsters union strike against certain competitors and the closing of a regional competitor. During the second quarter of 1994, Crouse Cartage's freight volumes rose over 30%, compared to the same period of 1993, with minimal rate discounting due to the shortage of capacity within the industry. While Crouse Cartage has maintained a substantial portion of the additional freight volumes, LTL tonnage fell 3.7% in the third quarter of 1995. The trucking industry, including Crouse Cartage, was adversely impacted by the softening of the economy and competitive market pressures on freight rates during the third quarter of 1995. LTL operating revenues rose 1.8% in the nine months ended September 30, 1995, as compared to the nine months ended September 30, 1994. This was the net result of the continuation of the post- strike impacts during the first quarter of 1995 in comparison to the pre-strike first quarter of 1994 and the relative decline in second and third quarter 1995 revenues discussed above. Total LTL tonnage was 3.0% higher for the nine months of 1995. Truckload operating revenue fell 2.3% in the third quarter as the net result of a 7.6% decline in the number of shipments hauled and a 5.7% increase in revenue per shipment. Truckload revenues were up 1.6% for the first nine months of 1995 primarily due to an increase in revenue per shipment. The increases in revenue per shipment were the result of growth in the average miles per shipment, net of declines in revenue per mile. Operating Expenses - Crouse Cartage's operating expenses as a percentage of operating revenue, or operating ratio, rose from 93.6% to 97.2%, for the third quarter, and from 93.9% to 96.3%, for the nine months of 1994 and 1995, respectively. These increases are primarily the result of higher salaries, wages and employee benefits costs caused by; (1) a contractual increase in wages effective April 1, 1995, and (2) contractual increase as a percentage of union scale for those additional employees hired to handle the increased freight volumes during and after the April, 1994 teamsters strike. Purchased transportation also increased as a percentage of operating revenue for the third quarter of 1995 as compared to the same period of 1994, primarily due to a contractual increase in costs of approximately 5% effective July 1, 1995. Premium Finance - The operating results of APR since June 1, 1995 are included in the third quarter and nine months 1995 operating results. Since June 1, 1995, APR financed $21 million in insurance premiums. APR generated operating revenue of $1 million and $1.3 million and operating income of $156,000 and $205,000 for the third quarter and nine months ended September 30, 1995, respectively. In connection with the acquisition of APR, Anuhco recorded one- time expenses of approximately $300,000 in the second quarter of 1995. Other - As a result of its strong cash position, Anuhco recorded substantial increases in interest income for the third quarter and nine months ended September 30, 1995, from the corresponding periods of 1994. Anuhco's effective tax rate for the third quarter and nine months of 1995 was 43%. No provision was recorded during those periods of 1994 due to the company's utilization of certain tax net operating loss attributes. During the third quarter and nine months of 1995, the Company recognized income from discontinued operations relating to additional deferred tax benefits. FINANCIAL CONDITION The Company's financial condition remained strong at September 30, 1995 with no debt and over $33 million in cash and investments at the Anuhco level, as well as approximately $14 million in cash and investments included in the net assets of AFS. In June 1995, AFS paid a dividend of $6.8 million to Anuhco. During the second quarter of 1995 Anuhco completed the acquisition of APR and related software and services using $11.5 million in available funds. In addition, during the first nine months of 1995, Crouse Cartage has purchased $4.1 million of operating property and equipment, without incurring any long term indebtedness. Crouse Cartage has a commitment to purchase new tractors at a cost of approximately $1 million. These units will be delivered in the first quarter of 1996 and will be purchased using available funds. In connection with the acquisition of APR, the Company became the guarantor of an agreement under which APR sells undivided interests in a designated pool of accounts receivable on an ongoing basis. The maximum allowable receivables to be sold under this agreement is $30 million and a total of $19 million of such receivables had been securitized as of September 30, 1995. This agreement was extended by amendments to November 30, 1995. The Company had pledged $23.1 million of short-term investments to provide additional security to the receivable purchaser until a replacement financing arrangement was obtained. On October 20, 1995 APR entered into a new three year agreement with a new receivable purchaser to sell an undivided interest in a designated pool of receivables. The maximum allowable receivables to be sold under this new agreement is $30 million. Proceeds from the initial funding of this agreement were utilized to eliminate all outstanding balances under the prior agreement. Anuhco serves as guarantor in certain limited circumstances under this agreement. On June 26, 1995, the Company adopted a program to repurchase up to 10% of its outstanding shares of common stock. During the third quarter of 1995, the Company repurchased 417,100 shares of common stock, which represented 5.5% of outstanding shares before initiating the program, at a cost of $3,543,000. This program is being funded from available cash and investments. PART II - OTHER INFORMATION Item 1. Legal Proceedings Reference is made to Item 3 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. Item 2. Changes 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 Changes in Registrant's Certifying Accountant - Effective November 2, 1995, Arthur Andersen LLP resigned as independent public accountants for the Company. Arthur Andersen LLP's report on the financial statements of the Company for the past two years did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. During the two most recent fiscal years and any subsequent interim period there are and have been no disagreements or reportable events on any matters of accounting principles or practices, financial statement disclosures or auditing scopes or procedures. None of the reportable events listed in Item 304(a)(1)(v) of Regulation S-K occurred with respect to the Company and Arthur Andersen LLP. Pursuant to Item 304(a)(3) of Regulation S-K, the Company has provided Arthur Andersen LLP with a copy of this Form 10-Q and has requested Arthur Andersen LLP to furnish the Company with a response addressed to the Securities and Exchange Commission as to whether Arthur Andersen LLP concurs with the statements made in this Item 5 with respect to Arthur Andersen LLP. A copy of such letter is attached as Exhibit 16. On November 3, 1995, the Company selected Coopers & Lybrand L.L.P. as independent public accountants for the 1995 fiscal year. During the two years ended December 31, 1994 and 1993, and the interim period of 1995, the Company has not consulted Coopers & Lybrand L.L.P. regarding the application of accounting principles or the type of opinion that might be rendered on the Company's financial statements. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3(b) Restated Bylaws of Anuhco, Inc., as adopted August 29, 1995. 10(a) Receivables Purchase Agreement by and among Agency Premium Resource, Inc., APR Funding Corporation, Anuhco, Inc., Clipper Receivables Corporation, State Street Boston Capital Corporation and Norwest Bank Minnesota, N.A., dated October 20, 1995. 16 Letter re: Change in Certifying Accountant. 19(a) Report to Shareholders for the Third Quarter, 1995, dated November 7, 1995. 27 Financial Data Schedule (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/ Timothy P. O'Neil Timothy P. O'Neil, President and Chief Financial Officer Date: January 8, 1996 EXHIBIT INDEX Assigned Exhibit Number Description of Exhibit 3(b) Restated Bylaws of Anuhco, Inc., as adopted August 29, 1995 (incorporated by reference from Exhibit 3(b) to Amendment No. 1 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1995). 10(a) Receivables Purchase Agreement by and among Agency Premium Resource, Inc., APR Funding Corporation, Anuhco, Inc., Clipper Receivables Corporation, State Street Boston Capital Corporation and Norwest Bank Minnesota, N.A., dated October 20, 1995 (incorporated by reference from Exhibit 10(a) to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1995). 16 Letter re: Change in Certifying Accountant (incorporated by reference from Exhibit 16 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1995). 19(a) Report to Shareholders for the Third Quarter, 1995, dated November 7, 1995 (incorporated by reference from Exhibit 19(a) to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1995). 27 Financial Data Schedule. EX-27 2
5 THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANUHCO, INC. CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000719271 ANUHCO, INC. 1,000 9-MOS DEC-31-1995 JAN-01-1995 SEP-30-1995 5224 28027 18332 570 0 66150 33771 17154 86950 10040 0 76 0 0 76834 86950 0 73851 0 71716 0 0 72 3770 1621 2149 867 0 0 3016 0.40 0.40
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