-----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, PDnue2V4JLuFDHnDIuho9Vrg/uBCel2hYrLkfygQ3YcxQXCiVqEX9GJVXF42ds+k Bq7RoHtXYvqXe0Wd8p1WRw== 0000719271-97-000022.txt : 19970515 0000719271-97-000022.hdr.sgml : 19970515 ACCESSION NUMBER: 0000719271-97-000022 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12070 FILM NUMBER: 97604676 BUSINESS ADDRESS: STREET 1: 8245 NIEMAN ROAD, STE 100 STREET 2: SUITE 100 CITY: LENEXA STATE: KS ZIP: 66214 BUSINESS PHONE: (913)859-0055X262 MAIL ADDRESS: STREET 1: 8245 NIEMAN ROAD STREET 2: SUITE 100 CITY: LENEXA STATE: KS ZIP: 66214 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CARRIERS INC DATE OF NAME CHANGE: 19910812 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-12321 ANUHCO, INC. (Exact name of Registrant as specified in its charter) Delaware 46-0278762 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8245 Nieman Road, Suite 100 Lenexa, Kansas 66214 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (913) 859-0055 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, as of the latest practicable date. Class Outstanding at May 6, 1997 Common stock, $0.01 par value 6,363,009 Shares PART I. FINANCIAL INFORMATION Item 1. Financial Statements ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, (In thousands, except per share amounts) (Unaudited)
1997 1996 Operating Revenues.......................................................... $ 31,388 $ 25,216 Operating Expenses.......................................................... 30,453 25,022 Operating Income............................................................ 935 194 Nonoperating Income (Expense) Interest Income.......................................................... 218 391 Interest Expense......................................................... (3) (3) Gain on sale of operating property, net and other ....................... -- 37 Total nonoperating income (expense).................................. 215 425 Income before Income Taxes.................................................. 1,150 619 Income Tax Provision........................................................ 518 266 Net Income ................................................................. $ 632 $ 353 Average Common Shares Outstanding (Note 5).................................. 6,375 7,136 Net Income Per Share........................................................ $ 0.10 $ 0.05 The accompanying notes to consolidated financial statements are an integral part of these statements.
ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)
MARCH 31, DECEMBER 31, 1997 1996 ASSETS (Unaudited) Current Assets: Cash and temporary cash investments...................................... $ 5,017 $ 9,021 Short-term investments................................................... 10,093 9,957 Freight accounts receivable, less allowance for doubtful accounts of $419........................................ 10,550 9,233 Finance accounts receivable, less allowance for doubtful accounts of $640 and $769, respectively................. 15,067 14,554 Current deferred tax assets.............................................. 747 618 Other current assets..................................................... 3,423 1,965 AFS net assets (Note 6).................................................. 7,570 7,570 Total current assets................................................. 52,467 52,918 Operating Property, at Cost Revenue equipment........................................................ 24,754 24,373 Land..................................................................... 3,529 3,489 Structures and improvements.............................................. 10,160 10,087 Other operating property................................................. 5,431 5,328 43,874 43,277 Less accumulated depreciation........................................ (20,472) (19,887) Net operating property........................................... 23,402 23,390 Intangibles, net of accumulated amortization................................ 9,338 9,497 Other Assets................................................................ 2,987 1,007 $ 88,194 $ 86,812 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable......................................................... $ 3,107 $ 2,980 Accrued payroll and fringes.............................................. 6,591 5,533 Claims and insurance accruals............................................ 259 246 Accrued income taxes..................................................... 67 -- Other accrued expenses................................................... 1,725 2,289 Total current liabilities............................................ 11,749 11,048 Deferred Income Taxes....................................................... 1,437 1,203 Shareholders' Equity (Note 5) Preferred stock with $0.01 par value, authorized 1,000,000 shares, none outstanding..................................................... -- -- Common stock with $0.01 par value, authorized 13,000,000 shares, issued 7,608,620 and 7,605,570 shares, respectively.................. 76 76 Paid-in capital.......................................................... 5,543 5,529 Retained earnings........................................................ 79,874 79,242 Treasury stock, 1,249,661 and 1,224,661 shares, respectively, at cost.... (10,485) (10,286) Total shareholders' equity........................................... 75,008 74,561 $ 88,194 $ 86,812 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 THREE MONTHS ENDED MARCH 31, (In thousands) (Unaudited)
1997 1996 Cash Flows From Operating Activities Net income.......................................................... $ 632 $ 353 Adjustments to reconcile net income to cash provided by operating activities Gain on sale of operating property, net......................... -- (36) Depreciation and amortization................................... 1,078 767 Provision for credit losses..................................... 199 104 Deferred tax provision.......................................... 105 220 Net increase (decrease) from change in other working capital items affecting operating activities........... (1,249) (547) 765 861 Cash Flows From Investing Activities Purchase of finance subsidiaries (Note 2)........................... -- (11,979) Purchase of operating property...................................... (3,146) (3,301) Origination of finance accounts receivables......................... (31,995) (15,235) Sale of finance accounts receivables................................ 20,512 9,395 Collection of owned finance accounts receivables.................... 9,965 6,359 Purchases of short-term investments................................. (6,868) -- Maturities of short-term investments................................ 6,732 15,432 (4,800) 671 Cash Flows From Financing Activities Payments to acquire treasury stock.................................. (199) (149) Borrowings (repayments) on credit agreements, net................... -- 500 Other............................................................... 230 (165) 31 186 Net Increase (Decrease) in Cash and Temporary Cash Investments........ (4,004) 1,718 Cash and Temporary Cash Investments at beginning of period............ 9,021 6,617 Cash and Temporary Cash Investments at end of period.................. $ 5,017 $ 8,335 Cash Paid During the Period for Interest............................................................ $ -- $ -- Income Tax.......................................................... $ 4 $ 12 The accompanying notes to consolidated financial statements are an integral part of these statements.
ANUHCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (In thousands)
Total Share Common Paid-In Retained Treasury holders' Stock Capital Earnings Stock Equity Balance at December 31, 1995.................. $ 76 $ 5,357 $ 78,390 $ (3,543) $ 80,280 Net income.................................... -- -- 852 -- 852 Issuance of shares under Incentive Stock Plan -- 172 -- (87) 85 Purchase of 797,341 shares of common stock.... -- -- -- (6,656) (6,656) Balance at December 31, 1996.................. 76 5,529 79,242 (10,286) 74,561 Net income.................................... -- -- 632 -- 632 Issuance of shares under Incentive Stock Plan. -- 14 -- -- 14 Purchase of 25,000 shares of common stock..... -- -- -- (199) (199) Balance at March 31, 1997 (unaudited)......... $ 76 $ 5,543 $ 79,874 $(10,485) $ 75,008 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 fairly present 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/A-3, filed with the SEC on May 5, 1997, 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/A-3. 2. ACQUISITION OF PREMIUM FINANCE SUBSIDIARIES On March 29, 1996, Anuhco completed the acquisition of all of the issued and outstanding stock of Universal Premium Acceptance Corporation and UPAC of California, Inc. (together referred to as "UPAC"). UPAC and Agency Premium Resource, Inc. ("APR"), the Company's other finance subsidiary, offer short-term collateralized financing of commercial and personal insurance premiums through approved insurance agencies throughout the United States. At March 31, 1996, UPAC had outstanding net finance receivables of approximately $30 million. This transaction was accounted for as a purchase. Anuhco utilized a portion of its available cash and short-term investments to consummate the purchase at a price of approximately $12 million. The terms of the acquisition and the purchase price resulted from negotiations between Anuhco and William H. Kopman, the former sole shareholder of UPAC. In connection with the purchase of UPAC, Anuhco has recorded goodwill of $6.6 million, which is being amortized on the straight-line basis over 25 years. In addition to the Stock Purchase Agreement by which Anuhco acquired all of the UPAC stock, Anuhco entered into a consulting agreement with Mr. Kopman. Under the consulting agreement, Anuhco is entitled to consult with Mr. Kopman on industry developments as well as UPAC operations through December 31, 1998. In addition to retaining the services of Mr. Kopman under a consulting agreement, certain executive management personnel of UPAC were retained under multiyear employment agreements. The unaudited pro forma operating results of Anuhco for the first quarter ended March 31, 1996, assuming the acquisition occurred as of the beginning of the period, were operating revenues of $26,449,000, net income of $334,000, and net income per share of $0.05. The pro forma results of operations are not necessarily indicative of the actual results that would have been obtained had the acquisitions been made at the beginning of the respective periods, or of results which may occur in the future. 3. PROFIT SHARING In September 1988, the employees of Crouse Cartage Company ("Crouse"), 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'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 through March 31, 1998, or until a replacement of the Collective Bargaining Agreement is reached between the parties, whichever is the later. The accompanying consolidated balance sheets as of March 31, 1997 include an accrual for profit sharing costs of $778,000. The accompanying consolidated statements of income include profit sharing costs of $778,000 and $465,000 for the first quarter of 1997 and 1996, respectively. 4. FINANCING AGREEMENTS In December, 1996, Anuhco, UPAC and APR Funding Corporation (a wholly-owned subsidiary) entered into an extendible three year securitization agreement whereby it can sell undivided interests in a designated pool of accounts receivable on an ongoing basis. The maximum allowable amount of receivables to be sold under the agreement is $50,000,000. This agreement replaced a similar securitization agreement with another financial institution that was entered into in October, 1995 and UPAC's secured credit agreement, dated July, 1994. The purchaser permits principal collections to be reinvested in new financing agreements. The Company had securitized receivables of $36.6 million at March 31, 1997. The cash flows from the sale of receivables are reported as investing activities in the accompanying consolidated statement of cash flows. The securitized receivables are reflected as sold in the accompanying balance sheet. The proceeds from the initial securitization of the receivables were used to purchase previous securitized receivables under the prior agreement and to pay off the secured note payable under UPAC's secured credit agreement. The terms of the agreement requires UPAC to maintain a minimum tangible net worth of $5 million and contain restrictions on the payment of dividends by UPAC to Anuhco without prior consent of the financial institution. The terms of the agreement also requires the Company to maintain a minimum tangible net worth of $50 million. The Company was in compliance with all such provisions at March 31, 1997. The terms of the securitization agreement also require that UPAC maintain a default reserve at specified levels which serves as collateral. At March 31, 1997, approximately $4.1 million of owned finance receivables served as collateral under the default reserve provision. During the first quarter of 1997, the Company adopted the requirements of Statement of Financial Accounting Standards No. 125 ("SFAS No. 125"), "Accounting for the Transfers and Servicing of Financial Assets and Extinguishment of Liabilities," for transfers occurring after December 31, 1996. The adoption of SFAS No. 125 did not have a material impact on the net income of the Company. In September 1988, Crouse 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, 1996 the term of this agreement was extended to June 30, 1998. There was no outstanding balance on this revolving line of credit at March 31, 1997. 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 6,375,009 and 7,136,017 for the quarters ended March 31, 1997 and 1996, respectively. On June 26, 1995, the Company adopted a program to repurchase up to 10% of its outstanding shares of common stock. During the second quarter of 1996, the Company completed this initial repurchase program and expanded the number of shares authorized to be repurchased by an additional 10% of its then outstanding shares. During the first quarter of 1997, the Company repurchased an additional 25,000 shares of common stock, bringing the total shares repurchased to 1,239,441 shares, or 16.4% of outstanding shares before initiating the program, at a total cost of $10,398,000. 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 were allowed and cash was available, distributions to the creditors occurred. The Joint Plan also provided for distributions to Anuhco as unsecured creditor distributions occurred in excess of 50% of allowed claims. Anuhco also will receive the full benefit of any remaining assets of AFS through its ownership of AFS stock, after unsecured creditors received distributions, including interest, equivalent to 130% of their claims. AFS has made the full payment of all its resolved claims and liabilities. The remaining AFS net assets are estimated to have net realizable value of $11.0 million. The primary assets include approximately $6.5 million in cash and investments. The remaining claims as of March 31, 1997, were paid in April 1997 with no impact on AFS net assets. The remaining AFS assets are recorded at their estimated net realizable value. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS First quarter ended March 31, 1997 compared to the first quarter ended March 31, 1996 With the acquisition of APR on May 31, 1995, and UPAC on March 29, 1996, Anuhco now operates in two distinct industries; transportation, through its subsidiary, Crouse; and financial services, through its subsidiaries, APR and UPAC. TRANSPORTATION Operating Revenue - The changes in transportation operating revenue are summarized in the following table (in thousands): Qtr. 1 1997 vs. Qtr. 1 1996 Increase (decrease) from: Increase in LTL tonnage........................ $4,198 Increase in LTL revenue per hundredweight...... 488 Increase in truckload revenues................. 170 Net increase............................... $4,856 Less-than-truckload ("LTL") operating revenues rose by 23.6% in the first quarter as compared to the same period in 1996. Crouse achieved a 21.1% increase in LTL tons for the first quarter of 1997, compared to 1996. Crouse's LTL revenue yield improved approximately two percent from the first quarter of 1996 to the first quarter of 1997. This improvement was the result of fuel surcharges to pass-through to customers the continuing high cost of diesel fuel, a general rate increase placed in effect January 1, 1997 and negotiated rate increases on certain shipping contracts. Truckload operating revenues were 3.8% higher in the first quarter on 8.2% more shipments, offset by a 4.4% decline in revenue per shipment. Operating Expense - A comparative summary of transportation operating expenses as a percent of transportation operating revenue follows:
Percent of Operating Revenue First Quarter 1997 1996 Salaries, wages and employee benefits.................... 56.5% 55.8% Operating supplies and expenses.......................... 13.2% 13.4% Operating taxes and licenses............................. 2.9% 2.9% Insurance and claims..................................... 2.0% 2.0% Depreciation............................................. 3.0% 2.5% Purchased transportation................................. 19.7% 21.3% Total operating expenses............................. 97.3% 97.9%
Crouse's operating expenses as a percentage of operating revenue, or operating ratio, improved to 97.3% from 97.9% for the first quarter of 1997 as compared to 1996. An increase in the proportion of LTL tons and revenues of total tons and revenues resulted in the increases in salaries, wages and employee benefits and depreciation and the decrease in purchased transportation as a percent of revenues. The improvement in the first quarter 1997 operating ratio was the result of spreading the fixed component of the Company's operating expenses over increased operating revenues. FINANCIAL SERVICES In the first quarter of 1997, APR and UPAC financed $32.4 million in insurance premiums at an average annual yield of 14.6%. These operations generated net operating income of $374,000 on net finance charges, fees and other income earned of $2.2 million for the first quarter of 1997. These results compare to first quarter 1996 financings of $14.2 million at an average annual yield of 13.2%, and approximately breakeven at the operating income line on net finance charges, fees and other income earned of $900,000. The increases in premium financed, net finance charges, fees and other income are primarily the result of the Company's acquisition of UPAC effective March 29, 1996, operating income was positively impacted by the integration of the administrative operations of UPAC and APR. Also, contributing to the increased operating income was the impact of the Company's new securitization agreement and the increase in receivables sold through that agreement by the inclusion of UPAC receivables. See Note 4 - Financing Agreements in the Notes to Consolidated Financial Statements. OTHER Primarily as a result of its utilization of cash and short-term investments for the acquisition of UPAC and the stock repurchase program since the first quarter of 1996, Anuhco recorded a substantial decrease in interest income for the first quarter ended March 31, 1997, from the corresponding period of 1996. Anuhco's effective tax rate increased for the first quarter of 1997, to 45% from 43% for the same period of 1996. Outlook The following statements are forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as such involve risks and uncertainties which are detailed below under the caption "Forward-Looking Statements". The Company's three-year strategic plan includes the goal of continuing the growth of each of its business segments, and making the financial services segment a more equal contributor to the Company's earnings per share. In the transportation segment, the plan calls for the Company to continue to provide and improve upon its already superior service to its customers in its primary operating territory, while extending its operations throughout the Midwest. As the Company makes the strategic investments necessary to support this expansion, the Company intends to continue to improve the efficiency and effectiveness of its existing base of operations. The financial services segment will also focus on increasing its market penetration in certain states with substantial population and industrial base. The additional volumes of premium finance contracts is expected to be handled within the Company's existing administrative operations without incurring significant additional fixed costs. In addition to the expansion of its existing operations in each of its business segments, the Company continues to consider potential acquisitions which would complement these operations. Forward-Looking Statements Certain statements contained in this Quarterly Report on Form 10-Q which are not statements of historical fact constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, the statements specifically identified as forward-looking statements in this Form 10-Q. In addition, certain statements in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases, and in oral statements made by or with the approval of an authorized executive officer of the Company which are not statements of historical fact constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to (i) projections of revenues, income or loss, earnings or loss per share, capital expenditures, the payment or non-payment of dividends, capital structure and other financial items, (ii) statements of plans and objectives of the Company or its management or Board of Directors, including plans or objectives relating to the products or services of the Company, (iii) statements of future economic performance, and (iv) statements of assumptions underlying the statements described in (i), (ii) and (iii). These forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from those anticipated in such statements. The following discussion identifies certain important factors that could affect the Company's actual results and actions and could cause such results or actions to differ materially from any forward-looking statements made by or on behalf of the Company that related to such results or actions. Other factors, which are not identified herein, could also have such an effect. Transportation Certain specific factors which may affect the Company's transportation operation include: increasing competition from other regional and national carriers for freight in the Company's primary operating territory; increasing price pressure; changes in fuel prices; labor matters; including changes in labor costs, and other labor contract issues; and, environmental matters. Financial Services Certain specific factors which may affect the Company's financial services operation include: the performance of financial markets and interest rates; the performance of the insurance industry; increasing competition from other premium finance companies and insurance carriers for finance business in the Company's key operating states; failure to achieve the Company's anticipated levels of expense savings from the integration of APR's and UPAC's administrative functions; difficulty in integrating the computer and operating systems; the loss of experienced, trained personnel during the transition period; the loss of customer identification with the Company as the businesses are combined; and, the inability to obtain continued financing at a competitive cost of funds. General Factors Certain general factors which could affect both the Company's transportation operation and the Company's financial services operation include: changes in general business and economic conditions; changes in governmental regulation, and; tax changes. Expansion of these businesses into new states or markets is substantially dependent on obtaining sufficient business volumes from existing and new customers in these new markets at compensatory rates. The cautionary statements made pursuant to Section 21E of the Securities Exchange Act of 1934, as amended, are made as of the date of this Report and are subject to change. The cautionary statements set forth in this Report are not intended to cover all of the factors that may affect the Company's businesses in the future. Forward-looking information disseminated publicly by the Company following the date of this Report may be subject to additional factors hereafter published by the Company. FINANCIAL CONDITION The Company's financial condition remained strong at March 31, 1997 with more than $15 million in cash and investments at the Anuhco level, as well as approximately $6.5 million in cash and investments held in the discontinued operation. In addition, during the first three months of 1997, the Company has purchased $3.1 million of operating property and equipment, without incurring any long term indebtedness. A substantial portion of the capital required for UPAC's and APR's insurance premium finance operations has been provided through the sale of undivided interests in a designated pool of receivables on an ongoing basis under receivables securitization agreements. The current securitization agreement, which matures December 31, 1999, currently provides for the sale of a maximum of $50 million of eligible receivables. As of March 31, 1997, $36.6 million of such receivables had been securitized. On June 26, 1995, the Company adopted a program to repurchase up to 10% of its outstanding shares of common stock. During the second quarter of 1996 the Company completed this program and expanded the program to include an additional 10% of its then outstanding shares. During the first quarter of 1997, the Company repurchased 25,000 shares of common stock bringing the total shares repurchased to 1,239,441, or 16.4% of outstanding shares before initiating the program, at a total cost of $10,398,000. 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, 1996. 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 None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 19(a)*Report to Shareholders for the First Quarter, 1997, dated April 25, 1997. 27 * Financial Data Schedule * Filed 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/Timothy P. O'Neil Timothy P. O'Neil, President & Chief Financial Officer Date: May 12, 1997 EXHIBIT INDEX Assigned Exhibit Number Description of Exhibit 19(a) Report to Shareholders for the First Quarter, 1997, dated April 25, 1997. 27 Financial Data Schedule. EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANUHCO, INC.'S CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL INFORMATION. 0000719271 ANUHCO, INC. 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 5017 10093 26676 1059 0 52467 43874 20472 88194 11749 0 0 0 76 74932 88194 0 31388 0 30453 0 0 3 1150 518 632 0 0 0 632 .10 .10
EX-19 3 ANUHCO, INC. FIRST QUARTER 1997 REPORT TO SHAREHOLDERS Fueled by the continued strong performance of Crouse Cartage Company ("Crouse"), Anuhco's general commodities motor carrier, and the substantially improved results of Universal Premium Acceptance Corporation ("UPAC") and Agency Premium Resource, Inc. ("APR"), Anuhco's insurance premium finance operations, Anuhco increased net income to $632,000, or $0.10 per share, on record operating revenues of $31.4 million for the first quarter of 1997, compared to net income of $353,000, or $0.05 per share on operating revenues of $25.2 million for the first quarter of 1996. Crouse earned operating income of $791,000 on record revenues of $29.1 million in the first quarter of 1997, compared to operating income of $499,000 on revenues of $24.3 million for the first quarter 1996. This improvement was the principally the result of a 21% increase in less-than-truckload ("LTL") tons handled. In addition, Crouse achieved a two percent increase in revenue yield on LTL freight through the combination of a general rate increase, negotiated increases in contracted rates and the implementation of fuel surcharges. UPAC and APR reported operating income of $374,000 on net finance charges, fees and other income earned of $2.2 million, compared to break-even results on net finance charges, fees and other income earned of $0.9 million for APR in the first quarter of 1996. The primary factor causing this increase in net finance charges, fees and other income earned is the inclusion of UPAC's results since its acquisition by Anuhco on March 29, 1996. Also, contributing to the improved profitability was the Company's new securitization agreement and the integrated administrative operations of UPAC and APR. Effective March 1, 1997, all phases of the Company's premium finance business were combined and are now conducted under the UPAC name. Anuhco continues to maintain a strong balance sheet with cash and investments of $15.1 million, excluding an additional $6.5 million included in net assets of discontinued operations (included in other current assets), and book value per share of $11.80 per share at March 31, 1997. Anuhco acquired 25,000 shares in the first quarter of 1997 under its stock repurchase program. Approximately 225,000 additional shares are authorized to be repurchased under this program. Effective April 6, 1997, Crouse expanded its LTL service area in Ohio. Through a network of nine company and agency terminals, Crouse now provides daily, direct service to approximately 95% of the Ohio market. This expanded service is expected to positively impact Crouse's existing customer base and attract new customers. The Company plans to continue to expand its service area during the next three years throughout the Midwest market. The Company's outlook for the remainder of 1997 continues to be positive as we capitalize on the changes we have made in our operations over the last year. /s/ Timothy P. O'Neil /s/ Roy R. Laborde Timothy P. O'Neil Roy R. Laborde President Chairman April 25, 1997 "Safe Harbor" Statement under Private Securities Litigation Reform Act of 1995 The Company's 1997 outlook and all other statements in this report other than historical facts are forward-looking statements that involve risks and uncertainties and are subject to change at any time. The Company derives its forward-looking statements from forecasts which are based upon assumptions about many important factors such as the relationship of demand and capacity in the freight market, the performance of finance and insurance markets, prevailing short-term interest rates, general market conditions and competitive activities. While the Company believes that its assumptions are reasonable, it cautions that there are inherent difficulties in predicting the impact of certain factors, which could cause actual results to differ materially from anticipated results. These factors, as and when applicable, are discussed in the Company's filings with the Securities and Exchange Commission, in particular its most recent Form 10-Q.
ANUHCO, INC. UNAUDITED SUMMARY FINANCIAL STATEMENTS (in thousands, except per share data) CONSOLIDATED STATEMENTS OF INCOME First Quarter Ended March 31, 1997 and 1996 1997 1996 Operating Revenues.......................... $ 31,388 $ 25,216 Operating Expenses.......................... 30,453 25,022 Operating Income............................ 935 194 Non-Operating Income........................ 215 425 Income Before Income Taxes.................. 1,150 619 Income Tax Provision........................ 518 266 Net Income.................................. $ 632 $ 353 Net Income Per Share ....................... $ 0.10 $ 0.05 Average Common Shares Outstanding........... 6,375 7,136
CONSOLIDATED BALANCE SHEETS 03/31/97 12/31/96 ASSETS Cash and Short-Term Investments............. $ 15,110 $ 18,978 Finance Accounts Receivable, net............ 15,067 14,554 Freight Accounts Receivable, net............ 10,550 9,233 Other Current Assets........................ 11,740 10,153 Total Current Assets...................... 52,467 52,918 Operating Property, net..................... 23,402 23,390 Intangible and Other Assets................. 12,325 10,504 $ 88,194 $ 86,812 LIABILITIES AND SHAREHOLDERS' EQUITY Total Current Liabilities................... $ 11,749 $ 11,048 Deferred Income Taxes....................... 1,437 1,203 Shareholders' Equity........................ 75,008 74,561 $ 88,194 $ 86,812
Anuhco, Inc. 8245 Nieman Road, Suite 100, Lenexa, Kansas 66214 (913) 859-0055 -----END PRIVACY-ENHANCED MESSAGE-----