KAUFMAN H W FINANCIAL GROUP INC
10-Q/A, 1995-08-30
INSURANCE AGENTS, BROKERS & SERVICE
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<PAGE>   1
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549


                                  FORM 10-Q/A
                                  AMENDMENT 1

  X      Quarterly Report Under Section 13 or 15 (d) of the Securities
- -----         Exchange Act of 1934



For Quarter Ended June 30, 1995           Commission File No.  1-10594

                         H. W. KAUFMAN FINANCIAL GROUP, INC.
             (exact name of registrant as specified in its charter)


        Michigan                                              38-1903339      
(State of Incorporation)                                    (I.R.S. Employer
                                                           Identification No.)

30833 NORTHWESTERN HIGHWAY
SUITE 220
FARMINGTON HILLS, MI                                              48334   
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code (810)  932-9000


Indicated by a check mark whether the registrant (1) has filed all reports
required 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 ___


As of August 4, 1995 there were 3,440,467 shares of Common Stock outstanding.
The aggregate market value of the voting stock held by non-affiliates (672,622
shares) based upon the closing price of such stock on the American Stock
Exchange on August 4, 1995 was approximately $5,107,268.


As of June 30, 1995 there were 3,440,467 shares of Common Stock at a par value
of $.0025 per share issued and outstanding.

                      Documents Incorporated by Reference

                                      NONE


                                      -1-
<PAGE>   2


                             AMENDMENT DESCRIPTION


On April 5, 1994, the Board of Directors declared a 10% stock dividend to
shareholders of record as of April 19, 1994, payable on May 5, 1994 resulting
in 283,093 additional shares issued.

This amendment is to value the transaction based on the market value of the
additional shares of Common Stock issued. Retained earnings was charged for
$1,451,560 and, accordingly, credited to Additional Paid-in Capital.

In addition, on page 1, the number of shares held by non-affiliates on August
4, 1995, is being amended to 672,622.

On the page 5 footnote, the May 5, 1995 date has been amended to May 5, 1994.




<PAGE>   3

                      H. W. KAUFMAN FINANCIAL GROUP, INC.
                                AND SUBSIDIARIES


                          CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                             June 30,    December 31,*
LIABILITIES AND STOCKHOLDERS' EQUITY           1995           1994
                                           -----------   -------------        
<S>                                       <C>           <C>
CURRENT LIABILITIES:
  Accounts payable:
   Insurance companies                     $36,553,474   $31,559,820
   Customer advance payments                 2,846,865     2,137,937
   Other                                       707,127       598,603
  Accruals:
   Taxes, other than on income               2,104,043     2,566,699
   Compensation                              1,680,678     2,097,202
   Other                                       301,907       210,666
  Current portion of long-term obligations     775,000       425,000
                                           -----------    ----------

TOTAL CURRENT LIABILITIES                   44,969,094    39,595,927

LONG TERM DEBT, LESS CURRENT PORTION           150,000       425,000

DEFERRED REVENUE                             2,266,501     1,115,132
                                           -----------    ----------

   TOTAL LIABILITIES                        47,385,595    41,136,059

STOCKHOLDERS' EQUITY:
  Common stock, $.0025 par - 7,500,000
   shares authorized; 3,440,467 shares
   outstanding in 1995 and 3,123,043
   shares outstanding in 1994                    8,601         7,808
  Additional paid-in capital                 3,743,027**   1,953,069**
  Retained earnings                          3,196,969**   4,906,265**
  Securities valuation                         119,246       (98,768)
                                           -----------    ---------- 

    TOTAL STOCKHOLDERS' EQUITY               7,067,843     6,768,374
                                           -----------   -----------
                                           $54,453,438   $47,904,433
                                           ===========   ===========
</TABLE>





* Condensed from 1994 Audited Financial Statements
**Additional paid-in capital and Retained earnings have been adjusted to
  reflect the 10% stock dividend distributed on May 17, 1995 and the 10% stock
  dividend distributed on May 5, 1994.

                                      -5-
<PAGE>   4
                        PART I - FINANCIAL INFORMATION



Item 2 - Management's Discussion and Analysis of Financial Condition and 
         Consolidated Results of Operations

Liquidity and Capital Resources

On June 30, 1995, the Company's Financial condition reflected working capital
of $2,045,526, a tangible net worth of $2,915,808 and stockholders' equity of
$7,067,843. This compares to working capital of $1,539,990, a tangible net
worth of $1,916,059, and stockholders' equity of $5,605,713 at June 30, 1994.
The improvement in working capital and tangible net worth reflects the
continued profitability of the Company over the last year, and the $1,151,369
addition to Deferred Revenue during the 1st quarter of 1995. Financial
highlights from the June 30, 1995 and 1994 financials are presented below:



<TABLE>
<CAPTION>
                                                        JUNE 30,
Description                                    1995                  1994
- --------------------------------          --------------         -------------
<S>                                       <C>                    <C>
    Total Current Assets                   $47,014,620            $41,529,602
                                            
    Total Assets                            54,453,438             48,034,270

    Total Current Liabilities               44,969,094             39,989,612

    Total Liabilities                       47,385,595             42,428,557

    Retained Earnings                        3,196,969*             3,664,903*

    Total Stockholders' Equity               7,067,843              5,605,713

    Gross Profit                            16,025,581             14,445,135

    Net Income before Taxes                  1,360,809              1,117,160

    Net Income after Taxes                     609,635                525,965

    Net Income per Share                          $.18                   $.15*



</TABLE>

*Retained Earnings and Net Income per Share have been adjusted to reflect the 
 10% stock dividend distributed on May 17, 1995 and the 10% stock dividend 
 distributed on May 5, 1994.


                                     -9-
<PAGE>   5



                      H. W. KAUFMAN FINANCIAL GROUP, INC.

                       AND ITS CONSOLIDATED SUBSIDIARIES



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                             H. W. Kaufman Financial Group, Inc.

                                                       Registrant




Date August 29, 1995                         /s/ Herbert W. Kaufman     
                                             -----------------------------------
                                             Herbert W. Kaufman
                                             President




Date August 29, 1995                         /s/ Gerald F. Wesolowski   
                                             -----------------------------------
                                             Gerald F. Wesolowski
                                             Chief Financial Officer





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