-----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, OTRJ074po4xQ4YmhfHoRbAD0iQc8Tp/QU32T9jAkh4ljRhkhhSNfQeL8QyWzrw+q Ui73/V174kiHLGqkMwp+nw== 0000719271-96-000007.txt : 19960116 0000719271-96-000007.hdr.sgml : 19960116 ACCESSION NUMBER: 0000719271-96-000007 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19960112 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: 96503118 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 June 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 7,509,670 shares outstanding as of August 9, 1995 Form 10-Q/A Contains 17 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 Six Months 1995 1994 1995 1994 (Restated; (Restated; See Note 8) See Note 8) Operating Revenue......................... $24,569 $25,174 $49,200 $46,357 Operating Expenses........................ 24,086 23,330 47,748 43,778 Operating Income.......................... 483 1,844 1,452 2,579 Nonoperating Income (Expense) Interest income......................... 546 63 1,158 112 Interest expense........................ ( 63) ( 39) ( 66) ( 79) Gain on sale of property and equipment, net........................ 22 7 42 14 Other, net.............................. -- -- 1 1 Total nonoperating income (expense)... 505 31 1,135 48 Income from Continuing Operations before Income Taxes..................... 988 1,875 2,587 2,627 Income Tax Provision (Note 2)............. 425 -- 1,113 -- Income from Continuing Operations......... 563 1,875 1,474 2,627 Income from Discontinued Operations (Note 6)................................ 227 1,250 595 1,250 Net Income................................ $ 790 $ 3,125 $ 2,069 $ 3,877 Average Common Shares Outstanding (Note 5) 7,555 7,543 7,554 7,543 Net Income Per Share from Continuing Operations............................. $0.07 $0.25 $0.19 $0.35 Net Income Per Share from Discontinued Operations............................. $0.03 $0.16 $0.08 $0.16 Net Income Per Share...................... $0.10 $0.41 $0.27 $0.51
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 1995 1994 (In Thousands) (Restated; ASSETS See Note 8) Current Assets Cash and temporary cash investments........... $ 3,724 $11,365 Short term investments........................ 30,834 26,893 Freight accounts receivable, less allowance for doubtful accounts of $447 and $389, respectively............................... 8,963 8,675 Finance accounts receivable, less allowance for doubtful accounts of $226.............. 8,276 -- Other current assets.......................... 1,232 983 AFS Net Assets (Note 6)....................... 14,908 21,095 Total current assets....................... 67,937 69,011 Operating Property, at Cost Revenue equipment............................. 18,756 15,939 Land.......................................... 2,826 2,761 Structures and improvements................... 7,408 6,859 Other operating property...................... 4,592 4,097 33,582 29,656 Less accumulated depreciation.............. (16,525) (15,239) Net operating property................... 17,057 14,417 Long-Term Obligation Receivable................. -- 1,270 Intangibles and Other Assets (Note 7)........... 3,391 74 $88,385 $84,772
LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable.............................. $ 957 $ 906 Accrued payroll and fringes................... 5,744 5,775 Claims and insurance accruals................. 304 247 Accrued and current deferred income taxes..... 965 -- Other accrued expenses........................ 909 425 Total current liabilities.................. 8,879 7,353 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 7,557,070 and 7,552,920 shares, respectively (Note 5)..... 76 76 Paid-in capital............................... 5,357 5,339 Retained earnings............................. 74,073 72,004 Total shareholders' equity................. 79,506 77,419 $88,385 $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 Six Months Ended June 30
1995 1994 (In Thousands) (Restated; See Note 8) Cash Flows From Operating Activities - Net income................................... $ 2,069 $ 3,877 Adjustments to reconcile net income to net cash provided by operating activities - Gain on sale of assets..................... ( 42) ( 14) Depreciation and amortization.............. 1,335 1,112 Provision for doubtful accounts receivable. 109 -- Net increase (decrease) from change in other working capital items affecting operating activities.................... 345 ( 289) Income from discontinued operations (Note 6)..................... (595) (1,250) Net Cash Provided(Used) by operating activities 3,221 3,436 Cash Flows from Investing Activities - Proceeds from discontinued operations (Note 6)................................... 6,782 1,250 Purchase of finance subsidiary and related software/service agreement................. (11,216) -- Purchase of operating property............... ( 3,772) (4,627) Short-term investments, net.................. ( 3,941) (1,000) (12,147) (4,377) Cash Flows from Financing Activities - Repayment of debt............................ -- ( 560) Collection of long-term obligation receivable 1,270 -- Other........................................ 15 -- 1,285 ( 560) Net Increase (Decrease) In Cash and Temporary Cash Investments................... ( 7,641) (1,501) Cash and Temporary Cash Investments at beginning of period.......................... 11,365 4,708 Cash and Temporary Cash Investments at end of period............................. $ 3,724 $ 3,207 Cash Paid During the Period for: Interest..................................... $ -- $ 79 Income Taxes................................. 97 43
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 Six 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........ $ 5,348 $ 5,321 $ 5,339 $ 5,319 Issuance of common shares under the Incentive Stock Plan................ 9 1 18 3 Balance at end of period.............. $ 5,357 $ 5,322 $ 5,357 $ 5,322 Retained Earnings - Balance at beginning of period........ $73,283 $12,416 $72,004 $11,664 Net Income............................ 790 3,125 2,069 3,877 Balance at end of period.............. $74,073 $15,541 $74,073 $15,541
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 second quarter and first six 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 June 30, 1995 includes an accrual for profit sharing costs of $1,021,507. The accompanying consolidated statements of income include profit sharing costs of $1,021,507 and $2,186,690 for the second quarter and six 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 July, 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, 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 7,555,234 and 7,554,424 for the quarter and year to date periods ending June 30, 1995, respectively, and 7,543,470 and 7,543,006 for the quarter and year to date periods ending June 30, 1994, respectively. 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 $14.9 million. The primary assets include over $14 million in cash and deposits and $4 million of receivables. Gross unresolved claims, primarily related to workers' compensation insurance coverage, are approximately $10 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, $21.5 million as of June 30, 1995. The securitized receivables are reflected as sold and therefore not included in the accompanying consolidated balance sheet. The following reflects the operating results of Anuhco for the second quarter and six months ended June 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)
Second Quarter Six Months 1995 1994 1995 1994 Operating Revenue....... $25,247 $26,279 $50,785 $48,273 Income from Continuing Operations............ 616 1,777 1,573 2,505 Income from Discontinued Operations............ 227 1,250 595 1,250 Net Income.............. $ 843 $ 3,027 $ 2,168 $ 3,755 Net Income Per Share: Continuing Operations.. $0.08 $0.24 $0.21 $0.33 Discontinued Operations 0.03 0.16 0.08 0.16 Total................. $0.11 $0.40 0.29 $0.49
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 six months ended June 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:
For the Periods Ended June 30, 1995 Second Quarter Six Months As As As Originally As Originally Restated Reported Restated Reported (in thousands, except per share data) Income from Continuing Operations before Income Taxes............. $ 988 $ 988 $ 2,587 $ 2,587 Income Tax Provision............. 425 198 1,113 518 Income from Continuing Operations 563 790 1,474 2,069 Income from Discontinued Operations...................... 227 -- 595 -- Net Income....................... $ 790 $ 790 $ 2,069 $ 2,069 Net Income per Share from Continuing Operations........... $0.07 $0.10 $0.19 $0.27 Net Income per Share from Discontinued Operations......... $0.03 $ -- $0.08 $ -- Net Income per Share............. $0.10 $0.10 $0.27 $0.27 AFS Net Assets................... $14,908 $14,313 Accrued and Current Deferred Income Taxes.................... $ 965 $ 370
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Second quarter and six months ended June 30, 1995 compared to the second quarter and six months ended June 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 Second Quarter Six Months 1995 1994 1995 1994 Salaries, wages and employee benefits.......... 55.6% 53.6 55.3% 53.8% Operating supplies and expenses............... 11.1 10.2 11.6 10.9 Operating taxes and licenses............... 2.7 2.6 2.7 2.7 Insurance and claims........ 2.3 2.2 2.2 2.3 Depreciation................ 2.7 2.4 2.6 2.4 Purchased transportation.... 21.7 21.3 21.4 21.9 Total operating expenses.... 96.1% 92.3% 95.8% 94.0%
Operating Revenue - The changes in transportation operating revenue are summarized in the following table (in thousands):
Qtr 2 1995 Six Months 1995 vs. vs. Qtr 2 1994 Six Months 1994 Increase (decrease) from: Less-than-truckload shipments $ (919) $ 1,652 Less-than-truckload revenue per shipment............... (117) 491 Truckload revenues........... 100 369 Net increase (decrease).... $ (936) $ 2,512
Less-than-truckload ("LTL") operating revenues fell by 5.2% in the second quarter of 1995 as compared to the same period of 1994. This decline for the current quarter is in comparison to the record quarter achieved by Crouse Cartage in 1994 due to 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 3.4% in the second 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 second quarter of 1995. LTL operating revenues rose 5.9% in the six months ended June 30, 1995, as compared to the six months ended June 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 quarter 1995 revenues discussed above. Total LTL tonnage was 6.7% higher for the six months of 1995. Truckload operating revenues rose 1.9% and 3.6%, respectively, for the second quarter and six months of 1995, on increased numbers of TL shipments hauled of 1.2% and 3.6%, respectively. A 0.7% improvement in TL revenue per shipment in the second quarter of 1995 added to the volume increase in that period. Operating Expenses - Crouse Cartage's operating expenses as a percentage of operating revenue, or operating ratio, rose from 92.3% to 96.1%, for the second quarter, and from 94.0% to 95.8%, for the six 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. Operating supplies and expenses also increased as a percentage of operating revenue for the second quarter and six months of 1995 as compared to the same periods of 1994, primarily due to higher fuel costs. Premium Finance - The operating results of APR for the month of June 1995 are included in the second quarter and six months 1995 operating results. During the month of June 1995, APR financed $5.2 million in insurance premiums. APR's operating results were not material to Anuhco's consolidated operating revenue or net income for the second quarter or six months ended June 30, 1995. In connection with the acquisition of APR, Anuhco recorded one- time expenses of approximately $300,000. Other - As a result of its strong cash position, Anuhco recorded substantial increases in interest income for the second quarter and six months ended June 30, 1995, from the corresponding periods of 1994. Anuhco's effective tax rate for the second quarter and six 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 second quarter and six 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 June 30, 1995 with no debt and over $34 million in cash and investments at the Anuhco level, as well as over $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 six months of 1995, Crouse Cartage has purchased $3.8 million of operating property and equipment, without incurring any long term indebtedness. 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 $21.5 million of such receivables had been securitized as of June 30, 1995. This agreement has been extended by amendment to September 30, 1995. The Company has pledged $22.8 million of short-term investments to provide additional security to the receivable purchaser until a replacement financing arrangement is obtained. The Company is currently negotiating a replacement credit facility which it expects to close under similar terms. The Company has sufficient available cash and investments to finance APR's operations, even if an acceptable financing arrangement is not closed prior to the termination of the current arrangement. On June 26, 1995, the Company adopted a program to repurchase up to 10% of its outstanding shares of common stock. This program was activated in July 1995 and 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 (a) Annual Meeting of Shareholders was held on May 23, 1995. (b) The board of directors previously reported to the Commission was re-elected in its entirety. (c) The matters voted upon at the Annual Meeting were as follows: (1) All seven nominees for director were re-elected as follows:
Shares Voted Nominee For Withheld Joe J. Brown 5,623,008 184,899 William D. Cox 5,739,757 68,150 Lawrence D. ("Larry") Crouse 5,739,035 68,872 Donald M. Gamet 5,734,938 72,969 Roy R. Laborde 5,739,758 68,149 Eleanor Brantley Schwartz 5,736,508 71,399 Walter P. Walker 5,738,036 69,871
(2) The selection of Arthur Andersen, LLP, as independent public accountants was ratified with 5,633,206 shares voting for, 46,979 shares voting against, 37,017 shares abstaining and 90,705 shares not voted by brokers. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 2(a) Stock Purchase Agreement dated May 23, 1995 by and among Anuhco, Inc., Seafield Capital Corporation and C. Ted McCarter. 10(a) Consulting and Assignment Agreement dated May 31, 1995 by and between Seafield Capital Corporation and Anuhco, Inc. 10(b)(i) Receivables Purchase Agreement by and among Agency Premium Resource, Inc., Seafield Capital Corporation and Continental Bank N.A. dated July 16, 1993. 10(b)(ii) First Amendment to Receivables Purchase Agreement by and among Agency Premium Resource, Inc., Seafield Capital Corporation and Continental Bank N.A. dated September 15, 1993. 10(b)(iii) Second Amendment to Receivables Purchase Agreement by and among Agency Premium Resource, Inc., Seafield Capital Corporation and Continental Bank N.A. dated August 29, 1994. 10(b)(iv) Third Amendment to Receivables Purchase Agreement and Assumption Agreement by and among Agency Premium Resource, Inc., Seafield Capital Corporation, Anuhco, Inc. and Bank of America Illinois dated May 31, 1995. 19(a) Report to Shareholders for the Second Quarter, 1995, dated August 10, 1995. 27 Financial Data Schedule (b) Reports on Form 8-K (1) A Current Report on Form 8-K, dated May 23, 1995, was filed on May 23, 1995 to report the execution of definitive agreements for the acquisition of all of the outstanding stock of Agency Premium Resource, Inc. and Subsidiary. (2) A Current Report on Form 8-K, dated May 31, 1995, was filed on June 15, 1995 to report the completion of the acquisition of all of the outstanding stock of Agency Premium Resource, Inc. and Subsidiary. (3) Amendment Number 1 to Current Report on Form 8-K, dated May 31, 1995, was filed on July 21, 1995 to report the completion of the acquisition of all of the outstanding stock of Agency Premium Resource, Inc. and Subsidiary. The financial statements filed were as follows: I. Historical Financial Statements of Agency Premium Resource, Inc. and Subsidiary (business acquired). Condensed Interim Financial Statements (unaudited) Consolidated Balance Sheet as of March 31, 1995 Consolidated Statements of Earnings for the Three Months Ended March 31, 1995 and 1994 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1995 and 1994 Notes to Condensed Interim Financial Statements Annual Financial Statements - Report for KPMG Peat Marwick LLP, dated February 9, 1995 Consolidated Balance Sheets as of December 31, 1994 and 1993 Consolidated Statements of Earnings for the years ended December 31, 1994 and 1993 Consolidated Statements of Cash Flows for the years ended December 31, 1994 and 1993 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1994 and 1993 Notes to Consolidated Financial Statements II. Condensed Pro Forma Financial Statements of Anuhco, Inc. and Agency Premium Resource, Inc. (Unaudited) Description of Pro Forma Financial Statements Condensed Pro Forma Balance Sheet at March 31, 1995 Condensed Pro Forma Statement of Earnings for the year ended December 31, 1994 Condensed Pro Forma Statement of Earnings for the three months ended March 31, 1995 Notes to Pro Forma Financial Statements 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 12, 1996 EXHIBIT INDEX Assigned Exhibit Number Description of Exhibit 2(a) Stock Purchase Agreement dated May 23, 1995 by and among Anuhco, Inc., Seafield Capital Corporation and C. Ted McCarter (incorporated by reference from Exhibit 2(a) to the Current Report on Form 8-K dated May 31, 1995 filed by the Company with the Commission). 10(a) Consulting and Assignment Agreement dated May 31, 1995 by and between Seafield Capital Corporation and Anuhco, Inc. (incorporated by reference from Exhibit 10(a) to the Current Report on Form 8-K dated May 31, 1995 filed by the Company with the Commission). 10(b)(i) Receivables Purchase Agreement by and among Agency Premium Resource, Inc., Seafield Capital Corporation and Continental Bank N.A. dated July 16, 1993. (incorporated by reference from Exhibit 10(b)(i) to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1995). 10(b)(ii) First Amendment to Receivables Purchase Agreement by and among Agency Premium Resource, Inc., Seafield Capital Corporation and Continental Bank N.A. dated September 15, 1993 (incorporated by reference from Exhibit 10(b)(ii) to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1995). 10(b)(iii) Second Amendment to Receivables Purchase Agreement by and among Agency Premium Resource, Inc., Seafield Capital Corporation and Continental Bank N.A. dated August 29, 1994 (incorporated by reference from Exhibit 10(b)(iii) to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1995). 10(b)(iv) Third Amendment to Receivables Purchase Agreement and Assumption Agreement by and among Agency Premium Resource, Inc., Seafield Capital Corporation, Anuhco, Inc. and Bank of America Illinois dated May 31, 1995 (incorporated by reference from Exhibit 10(b)(iv) to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1995). 19(a) Report to Shareholders for the Second Quarter, 1995, dated August 10, 1995 (incorporated by reference from Exhibit 19(a) to the Quarterly Report on Form 10-Q for the Quarter Ended June 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 SIX MONTHS ENDED JUNE 30, 1995 AND CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000719271 ANUHCO, INC. 1,000 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 3724 30834 17912 673 0 67342 33582 16525 88385 8879 0 76 0 0 79430 88385 0 49200 0 47748 0 0 66 2587 1113 1474 595 0 0 2069 0.27 0.27
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