FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Year Ended December 31, 1993
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
Securities Registered Pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange
Anuhco, Inc. Common Stock, on Which Registered
par value $0.01 per share, 7,542,270 shares
outstanding, as of February 23, 1994 American Stock Exchange
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
The aggregate market value of the Common Stock held by non-affiliates of
Anuhco, Inc. as of February 23, 1994, was $36,958,769 based on the last trade
on the American Stock Exchange on that date.
<PAGE>
<TABLE> ANUHCO, INC.
1993 FORM 10-K
TABLE OF CONTENTS
<CAPTION> Page
PART I
<S> <C> <C> <C>
Item 1. Business............................................ 3
Item 2. Properties.......................................... 8
Item 3. Legal Proceedings................................... 9
Item 4. Submission of Matters to a Vote of Security Holders. 10
Executive Officers of Registrant.................... 10
</TABLE>
<TABLE>
<CAPTION>
PART II
<S> <C> <C> <C>
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters............................ 11
Item 6. Selected Financial Data............................. 12
Item 7. Management's Discussion and Analysis of Financial
Conditions and Results of Operation............ 13
Item 8. Financial Statements and Supplementary Data......... 16
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............ 35
</TABLE>
<TABLE>
<CAPTION>
PART III
<S> <C> <C> <C>
Item 10. Directors and Executive Officers of the Registrant.. 35
Item 11. Executive Compensation.............................. 35
Item 12. Security Ownership of Certain Beneficial
Owners and Management.......................... 35
Item 13. Certain Relationships and Related Transactions...... 35
</TABLE>
<TABLE>
<CAPTION>
PART IV
<S> <C> <C> <C>
Item 14. Exhibits, Financial Statements, Schedules,
and Reports.................................... 35
</TABLE>
<PAGE>
PART I
Item 1. Business.
Anuhco, Inc. ("Anuhco"), through its subsidiary, Crouse Cartage Company
("Crouse Cartage"), operates a diversified motor freight transportation
system primarily serving the upper central and midwest portion of the United
States. Crouse Cartage, acquired by Anuhco as of September 1, 1991, is a
regular-route motor common carrier of general commodities in less-than-
truckload ("LTL") quantities with a ten state service area, and also offers
irregular-route motor common carrier service for truckload quantities of
general and perishable commodities throughout the 48 contiguous United
States. Crouse Cartage operates as an autonomous company with the same
management and operations as before its acquisition by Anuhco. Anuhco, with
two employees, performs those functions required of a public holding company
and monitors the operations of Crouse Cartage.
Crouse Cartage Company
The following table sets forth certain financial and operating data with
respect to Crouse Cartage prior to the effects of acquisition related
adjustments for the years 1993 through 1991.
<TABLE>
<CAPTION> 1993 1992 1991
<S> <C> <C> <C>
Revenue (000's)....................... $ 76,888 $ 71,266 $ 63,449
Operating Income (000's).............. $ 3,206 $ 2,980 $ 2,511
Operating Ratio (Note 1).............. 95.8% 95.8% 96.0%
Number of shipments (000's) -
Less-than-truckload (Note 2)..... 620 583 515
Truckload........................ 28 28 28
Revenue per hundredweight -
Less-than-truckload.............. $ 9.36 $ 9.30 $ 9.52
Truckload........................ $ 2.06 $ 2.04 $ 2.00
Tonnage (000's) -
Less-than-truckload.............. 321 292 246
Truckload........................ 433 434 447
Intercity miles operated (000's)...... 32,139 31,110 28,289
At year end, number of -
Terminals (Note 3)............... 48 44 42
Tractors and trucks.............. 483 426 363
Trailers......................... 869 841 776
Employees........................ 806 769 740
</TABLE>
[FN]
Notes:
(1) Operating ratio is the percent of operating expenses to
operating revenue.
(2) Less-than-truckload refers to shipments weighing less than
10,000 pounds.
(3) Includes company-owned, company leased, agent and other
operating locations.
<PAGE>
Crouse Cartage, an Iowa Corporation headquartered in Carroll, Iowa, is
engaged in the transportation of general commodities which include all types
of freight other than personal household goods, commodities of exceptionally
high value, explosives and commodities in bulk or requiring special
equipment. During 1993, LTL shipments (less than 10,000 pounds) comprised
77% of revenue and truckload shipments (10,000 pounds or greater) comprised
23% of revenue. Crouse Cartage is an LTL regular route common carrier with
LTL service in the 10 states of Illinois, Indiana, Iowa, Minnesota, Missouri,
Nebraska, South Dakota, Wisconsin, Kansas and Michigan. Crouse Cartage also
has a truckload general commodities and special commodities division which
operates in all 48 contiguous states. More than 90% of Crouse Cartage's
business originates or terminates within 400 miles of its headquarters.
Crouse Cartage with over 12,000 customers has a broad customer base, with no
one customer comprising 5% of its total revenue.
LTL shipments must be handled rapidly and carefully in several
coordinated stages. Shipments are first picked up from customers by local
drivers operating from the Crouse Cartage network of 48 service locations,
each of which services a particular territory. The freight is then
transported to a terminal, loaded into intercity trailers, carried by
linehaul drivers to the terminal which services the delivery area,
transferred to trucks or trailers and then delivered to the consignee by
local drivers. Much of Crouse Cartage's LTL freight is handled and/or
transferred through one of three centrally located "break bulk" terminals
between the origin and destination service areas. Competition for LTL
freight is primarily based upon service and freight rates. LTL operations
require substantial equipment capabilities and an extensive network of
terminal facilities. Accordingly, LTL operations, compared to truckload
shipments and operations, command higher rates per weight shipped and have
tended historically to be less vulnerable to competition from other forms of
transportation such as railroads. Crouse Cartage's concentrated and
efficient operations typically allow it to provide overnight service
(delivery on the day after pickup) on over 90% of the LTL freight it handles;
providing Crouse Cartage with a competitive advantage and the ability to
maintain compensatory rates.
Seasonality
Crouse Cartage's quarterly operating results, as well as those of the
motor carrier industry in general, fluctuate with the seasonal changes in
tonnage levels and with changes in weather-related operating conditions.
Tonnage levels are generally highest from September through November. A
smaller peak also generally occurs in April through June. Inclement weather
conditions during the winter months adversely affect the number of freight
shipments and increase operating costs. Historically, Crouse Cartage has
achieved its best operating results in the second and third quarters when
adverse weather conditions do not affect its operations and seasonal peaks
occur in the freight shipped via public transportation.
Insurance and Safety
Crouse Cartage is largely self-insured with respect to public liability,
property damage, workers' compensation, cargo loss or damage, fire, general
liability and other risks. In addition, Crouse Cartage maintains excess
liability coverage for risks over and above the self-insured retention
limits. All claims pending against Crouse Cartage are fully covered by
outside insurance or, in the opinion of management, are adequately reserved
under Crouse Cartage's self-insurance program.
Because most risks are largely self-insured, Crouse Cartage's insurance
costs are primarily a function of the success of its safety programs and less
subject to the large increases in insurance premiums experienced in recent
years by the motor carrier industry. Crouse Cartage conducts a comprehensive
safety program to meet its specific needs. Crouse Cartage's drivers have
good driving records and have won the Iowa State Truck Driving Championship
13 times in the past 15 years. Auto liability and workers' compensation
claims consistently are below industry average in number of claims and
amounts paid for such claims (approximately 2.1% of revenue in 1993).
Competition
Crouse Cartage's operations are subject to intense competition with
other motor common carriers and, to a lesser degree, with contract and
private carriage. The enactment of the Motor Carrier Act of 1980
substantially deregulated the trucking industry, eased entry requirements
into the transportation industry and increased competition among motor
carriers. Intense competition for freight has resulted in a proliferation of
discount programs among competing carriers. Crouse Cartage competes in such
price discounting on an account by account basis, taking into consideration
the cost of services relative to the net revenue to be obtained, the
competing carriers and the need for freight in specific traffic lanes.
Crouse Cartage's main competition over its shorter routes is with Con-Way
Central Express, Ann Arbor, Michigan; Central Transport, Sterling Heights,
Michigan; H&W Motor Express, Dubuque, Iowa; Hyman Freightways, St. Paul,
Minnesota; and Midland Transportation, Marshalltown, Iowa. For freight
moving over greater distances, Crouse Cartage must compete with national and
large inter-regional carriers. Crouse Cartage's reliable overnight service
on key lanes, very low level of freight loss and damage claims and general
shipper satisfaction have allowed it to maintain steady growth with a
compensatory level of rates.
Regulation
The interstate operations of Crouse Cartage are subject to regulation by
the Interstate Commerce Commission ("ICC") and the Department of
Transportation ("DOT"). Crouse Cartage is also subject to state public
utilities commissions and similar state regulatory agencies with respect to
its intrastate operations. The ICC regulates entry into motor carrier
operations, rates and charges, tariffs, accounting systems and certain
mergers and consolidations. The DOT generally regulates driver
qualifications and safety and equipment standards. Crouse Cartage is also
subject to safety regulations of the states in which it operates, as well as
regulations governing the weight and dimensions of equipment.
Passage of the Motor Carrier Act of 1980 represented, among other
things, an effort to increase competition among motor carriers and
substantially reduce industry regulation. Entry into the motor carrier
market has been facilitated by making ICC operating authority more readily
available. Carriers have been given the opportunity to greatly expand the
scope of their operations. (See "Competition".) In addition, the Motor
Carrier Act of 1980 limited the immunity from the antitrust laws previously
applicable to the trucking industry in setting prices for transportation
services. After July 1, 1984, collective discussions by motor carriers may
only involve general rate increases or tariff restructuring relating to
average costs for the industry as a whole. Such discussions may not relate
to individual single-line rates or specific markets. In addition, the Motor
Carrier Rate-Making Study Commission, established by the Motor Carrier Act of
1980, has, by majority vote, recommended to the Congress that antitrust
immunity for all motor carrier collective ratemaking be eliminated. The DOT
also has recommended an end to collective ratemaking.
Employees
Crouse Cartage employs approximately 806 persons, of whom approximately
664 are drivers, mechanics, dockworkers or terminal office clerks. The
remainder are engaged in managerial, sales and administrative functions.
Labor costs represent the largest single component of Crouse Cartage's
operating expenses, totaling 54.4% of consolidated revenue for 1993. In the
opinion of its management, Crouse Cartage has a good working relationship
with its employees.
Approximately 72% of Crouse Cartage employees, including primarily
drivers, dockworkers and mechanics, are represented by the International
Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America
("Teamsters Union"). Crouse Cartage and the Teamsters Union are parties to
the National Master Freight Agreement ("NMFA") which expires on March 31,
1994. Negotiations by and between Crouse Cartage and the Teamsters Union for
the next contract period are ongoing. Crouse Cartage believes the final
impact of such negotiations will not significantly affect the results of
operations or financial position of the Company. As an employer signatory to
the agreement, Crouse Cartage must contribute to certain pension plans
established for the benefit of employees belonging to the Teamsters Union.
Under provisions of the NMFA, Crouse Cartage has maintained a profit
sharing program for all employees since 1988 ("Profit Sharing"). Profit
Sharing was implemented after 76% of the union employees and 84% of its non-
union employees voted for approval in 1988. In 1991, Profit Sharing was
extended for at least another 3 years after 90% of the union employees and
97% of the non-union employees voted for such extension. Although the
outcome is uncertain, Crouse Cartage believes the Profit Sharing will be
further extended coincident with the conclusion of the NMFA contract
negotiations. Profit Sharing is structured to allow all Crouse Cartage
employees to ratably share 50% of Crouse Cartage's income before income taxes
(excluding extraordinary items and gains and losses on the sale of assets) in
return for a 15% reduction in wages. Profit Sharing distributions, made
quarterly, totalled $3.3 million in 1993.
American Freight System, Inc.
Anuhco was a public holding company with several operating motor carrier
subsidiaries from 1983 through 1988, under the name American Carriers, Inc.
("ACI"). Following ACI's 1987 acquisition of a large motor carrier, and the
merger of its operations into American Freight System, Inc. ("AFS"), ACI's
largest LTL subsidiary, substantial operating losses were incurred in the
last half of 1987 and the first half of 1988. As a result of the heavy
operating losses and cancellation of ACI's bank credit, following ACI's
inability to obtain credit from other sources, AFS and ACI's other LTL
subsidiary, USA Western, Inc. ("USAW"), ceased operations and filed petitions
for protection under Chapter 11 of the Bankruptcy Code (Title 11 of the
United States Code) and later in 1988 other subsidiaries of ACI also filed
under Chapter 11 ("Debtor Companies"). By the end of 1988 ACI was also under
the protection of Chapter 11 of the Bankruptcy Code; as a result of a
petition filed by multiemployer pension plans who were creditors of AFS and
who also asserted claims against ACI under the Multiemployer Pension Plan
Amendments Act of 1980. On July 11, 1991, ACI and the Debtor Companies were
discharged from bankruptcy under a reorganization plan confirmed by the U. S.
Bankruptcy Court, District of Kansas ("Joint Plan"). ACI's name was changed
to Anuhco, Inc., its authorized common stock was increased to 13 million
shares and it may only issue voting capital stock. Shareholders retained
their shares of ACI's common stock and no new securities were issued by ACI.
The other Debtor Companies were merged into AFS and AFS assumed all
liabilities of the bankruptcy estates and gained control of all assets of ACI
and its other subsidiaries; except for $3.8 million in cash and the capital
stock of AFS retained by ACI.
AFS was discharged from bankruptcy with an obligation to administer the
provisions of the Joint Plan under the control of a reconstituted AFS Board
of Directors, which currently consists of three individuals who formerly
served on creditors' committees of ACI and AFS, and two additional persons
selected by Anuhco. AFS is to sell its remaining non-cash assets and
distribute its assets as provided in the Joint Plan. AFS is to resolve
creditor claims against the estates of ACI and the Debtor Companies and make
distributions to holders of allowed claims as cash is available. The Joint
Plan also provides for certain distributions from AFS to Anuhco as unsecured
creditor distributions occur in excess of 50% of allowed claims, as shown in
the following table:
<TABLE>
<CAPTION>
Cumulative Unsecured
Creditors' Distribution Anuhco Participation
<S> <C> <C>
50.01 - 70% $100,000 per percentage point
70.01 - 80% $ 25,000 per percentage point
80.01 - 130% $250,000 per percentage point
</TABLE>
Anuhco receives the full benefit of any remaining assets through its
ownership of the capital stock of AFS if unsecured creditors receive
distributions equivalent to 130% of their allowed claims.
Anuhco and unsecured creditors have received distributions from AFS
during 1993 and 1992 as follows:
<TABLE>
<CAPTION>
Cumulative Unsecured Cumulative Anuhco
Date Creditor Distribution % Participation
<S> <C> <C>
February 18, 1992 60% $1.00 Million
September 11, 1992 80% 2.25 Million
April 15, 1993 90% 4.75 Million
October 13, 1993 95% 6.00 Million
</TABLE>
AFS currently projects that cumulative unsecured creditor distributions
will equal or exceed 110% of allowed claims and that additional distributions
to Anuhco will approximate $4 million, excluding any effects of the judgment
held against Westinghouse Credit Corporation.
AFS had 14 remaining employees and $37 million of assets as of December
31, 1993. As the Joint Plan provides that liabilities of AFS will be settled
solely with the assets of AFS, the liabilities have been set equal to assets
in the accompanying financial statements in which AFS is treated as a
discontinued operation in conformity with generally accepted accounting
principles. (See Note 12 to the consolidated financial statements -
Discontinued Operations for further discussion.)
Item 2. Properties.
Anuhco owns property through Crouse Cartage which operates a modern
intercity fleet and maintains a network of terminals to support the intercity
movement of freight. Crouse Cartage owns most of its fleet but leases some
equipment from owner-operators to supplement the owned equipment and to
provide flexibility in meeting seasonal and cyclical business fluctuations.
As of December 31, 1993 Crouse Cartage owned 446 tractors and 37 trucks.
During 1993 Crouse Cartage leased 173 tractors and 30 flatbed trailers from
owner-operators. On December 31, 1993, it also owned 248 temperature
controlled trailers, 594 volume vans (including 176 53-foot high-cube van
trailers), and 27 flatbed trailers.
The table below sets forth the number of operating locations at year end
for the last three years:
<TABLE>
<CAPTION> 1993 1992 1991
<S> <C> <C> <C>
Owned terminals....... 10 9 9
Leased terminals...... 19 19 20
Agency terminals...... 19 16 13
Total............ 48 44 42
</TABLE>
Effective January 1, 1994, Crouse Cartage exercised its purchase options
under certain operating leases to purchase eleven (11) of the "Leased
Terminals", above (See Note 11 to the consolidated financial statements for
further discussion).
The depreciated net book value of Crouse Cartage's property and
equipment at December 31 was:
<TABLE>
<CAPTION>
1993 1992 1991
(In Thousands)
<S> <C> <C> <C>
Description
Land........................... $ 1,500 $ 1,420 $ 580
Structures and improvements.... 3,381 3,067 1,903
Revenue equipment.............. 4,850 4,006 4,010
Other operating property....... 809 1,077 883
Construction in progress....... - 500 184
Total..................... $10,540 $10,070 $ 7,560
</TABLE>
Item 3. Legal Proceedings.
On February 5, 1991, ACI and the Debtor Subsidiaries filed a Joint Plan
of Reorganization ("Joint Plan") and a related Disclosure Statement with the
United States Bankruptcy Court, District of Kansas, Topeka Division
("Bankruptcy Court"). After approval by each class of creditors entitled to
vote and the equity security holders, on June 10, 1991, following the
confirmation hearing, the Bankruptcy Court confirmed the Joint Plan with an
Effective Date of July 11, 1991. The Joint Plan provided for the
reorganization of ACI with $3.8 million in cash, no debt and the expressed
intent of acquiring one or more operating companies; and the administration
of the Joint Plan by AFS. (See Item 1, American Freight System, Inc. for
further discussion.)
On January 12, 1994 a complaint was filed in the District Court of
Johnson County, Kansas, against Anuhco, AFS and certain employees of those
companies by a former employee of AFS. Such complaint alleges breach of
contract, promissory estoppel, tortious interference, and misrepresentation
and fraud, as it relates to an alleged incentive compensation arrangement
between the former employee and AFS. The suit claims, from Anuhco and
others, actual damages in excess of $2 million and punitive damages of $5
million. Management believes such claims will not likely have a material
adverse effect on Anuhco's financial position or business.
Anuhco's subsidiaries are parties to routine litigation, other than
litigation being conducted pursuant to the Joint Plan, primarily involving
claims for personal injury and property damage incurred in the
transportation of freight and the collection of receivables. Anuhco and its
subsidiaries maintain insurance programs and accrue for expected losses in
amounts designed to cover liability resulting from personal injury and
property damage claims. In the opinion of management, the outcome of such
claims and litigation will not materially affect the Company's financial
position.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the security holders during the
fourth quarter of 1993.
Included herein, pursuant to General Instruction G, is the information
regarding executive officers required by Item 401 (b) and (e) of Regulation
S-K, as of March 31, 1994.
<TABLE>
Executive Officers
<CAPTION>
Name Age Position
<S> <C> <C>
John P. Bigger 59 President and Chief Executive Officer;
Treasurer and Chief Financial Officer
Lawrence D. Crouse 53 Vice President and Director
Barbara J. Wackly 52 Corporate Secretary
</TABLE>
John P. Bigger, a member of the Company's Board from July 19, 1988 to
March 22, 1991, has been President and Chief Executive Officer of the Company
since September 23, 1988. On July 8, 1991 he was elected to the additional
office of Treasurer and designated as Chief Financial Officer. He previously
served as Executive Vice President, Senior Vice President-Administration and
Corporate Secretary, and Vice President-Administration of ACI at various
times from 1982. From 1978 to 1982, he held positions as Vice President-
Administration of AFS and Assistant to the Chairman of AFS. From 1972 to
1978 he was Dean of Admissions and Registrar of Georgia State University and
from 1960 through 1969 was employed by Arthur Andersen & Co. in their
consulting division. Mr. Bigger has sole voting and investment power with
respect to 17,863 shares of Anuhco Common Stock.
Lawrence D. ("Larry") Crouse has been a member of the Company's Board
and Vice President of the Company since September 5, 1991. He has served as
Chairman and Chief Executive Officer of CC Investment Corporation (former
parent of Crouse Cartage and now a subsidiary of Anuhco) since 1987 and has
been Chief Executive Officer of Crouse Cartage since 1987. He has been owner
and President of K. P. Enterprises, a personal investment and holding company
with a truckload common carrier division doing business as Corrugated
Carriers, since 1966. K. P. Enterprises, then named Nebraska Iowa Xpress,
Inc., operated as a common motor carrier from 1966 to 1983. Mr. Crouse has
sole voting and investment power with respect to 168,036 shares of Anuhco
Common Stock.
Barbara J. Wackly has been Corporate Secretary of Anuhco since November,
1988. From 1988 to 1992 she served as Vice President of ACI Services, Inc.,
a wholly-owned subsidiary of the Company. From 1983 to 1988 she was the
Executive Assistant to the Chairman of the Board of ACI. Ms. Wackly has sole
voting and investment power with respect to 773 shares of Anuhco Common
Stock.
PART II
Item 5. Market for Registrant's Common Equity and
Related Shareholder Matters.
(a) Market Information.
Anuhco's Common Stock is and has been traded on the American Stock
Exchange under the symbol ANU since its listing on June 21, 1993. From
November 12, 1991 to June 21, 1993 Anuhco's Common Stock was traded over-the-
counter under the symbol ANUH on the Nasdaq Small-Cap Market. The following
table shows the sales price information for each full quarterly period after
June 30, 1992, and the bid prices for each full quarterly period from January
1, 1992 through June 30, 1992.
<TABLE>
<CAPTION>
1993 High Low
<S> <C> <C>
First Quarter........................ $5 $ 2 1/2
Second Quarter....................... 5 3/16 3 13/16
Third Quarter........................ 4 11/16 4
Fourth Quarter....................... 5 1/8 3 7/8
</TABLE>
<TABLE>
<CAPTION>
1992
<S> <C> <C>
First Quarter........................ $3 1/8 $ 1 3/4
Second Quarter....................... 2 7/8 2 1/4
Third Quarter........................ 2 13/16 1 7/8
Fourth Quarter....................... 2 3/4 1 15/16
</TABLE>
(b) Holders.
<TABLE>
<CAPTION> Number of
Holders of Record
Title of Class at December 31, 1993
<S> <C>
Common Stock, par value
$0.01 per share 9,040
</TABLE>
(c) Dividends.
No cash dividends were paid during 1993 or 1992 on Anuhco's Common
Stock. Anuhco currently intends to retain earnings to finance expansion and
does not anticipate paying cash dividends on its Common Stock in the near
future. Anuhco's future policy with respect to the payment of cash dividends
will depend on several factors including, among others, any acquisitions,
earnings, capital requirements and financial and operating conditions.
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
1993 1992 1991
(In Thousands, Except Per Share Data)
<S> <C> <C> <C>
Operating Revenue.......................... $ 76,888 $ 71,266 $ 21,853
Income from Continuing Operations.......... $ 2,673 $ 2,296 $ 682
Income from Discontinued Operations1....... $ 3,750 $ 2,250 $ 41,323
Net Income................................. $ 6,423 $ 4,546 $ 42,005
Net Income per Share -
Continuing Operations................. $ .35 $ 0.30 $ 0.09
Discontinued Operations1.............. $ .50 $ 0.30 $ 5.57
Total................................. $ .85 $ 0.60 $ 5.66
Total Assets............................... $ 24,484 $ 19,388 $ 18,205
Long-Term Debt2............................ $ 1,860 $ 3,927 $ 6,912
Cash Dividends per Common Share............ $ - $ - $ -
</TABLE>
[FN]
1 See Note 12 of the Notes to Consolidated Financial Statements.
2 Including current maturities of $0 for 1993, $297,000 for 1992 and
$315,000 for 1991 (See Note 5 of the Notes to Consolidated Financial
Statements).
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
The following table sets forth the percentage relationship of revenue
and expense items to operating revenue for the registrant for the years ended
December 31:
<TABLE>
<CAPTION>
Percent of
Operating Revenue
1993 1992 1991
<S> <C> <C> <C>
Operating Revenue........................... 100.0% 100.0% 100.0%
Operating Expenses -
Salaries, wages & employee benefits.... 54.4 54.2 53.5
Operating supplies and expenses........ 12.1 12.4 14.0
Operating taxes and licenses........... 2.8 2.7 2.9
Insurance and claims................... 2.1 2.0 2.1
Depreciation........................... 2.6 2.6 2.6
Purchased transportation and rents..... 22.7 22.6 21.9
Total operating expenses............ 96.7 96.5 97.0
Operating Income............................ 3.3 3.5 3.0
Non-Operating Income (Expense), net......... 0.2 (0.3) 0.1
Income from Continuing Operations
before Income Taxes.................... 3.5 3.2 3.1
Income Tax Provision........................ 0.0 0.0 0.0
Income from Continuing Operations........... 3.5% 3.2% 3.1%
</TABLE>
<PAGE>
RESULTS OF OPERATIONS
The 1993 and 1992 consolidated financial statements for the registrant
include both Anuhco and Crouse Cartage for the full year. The 1991 results
include Anuhco from July 11, 1991, the effective date of the Joint Plan and
the operations of Crouse Cartage from September 1, 1991, the date it was
acquired by Anuhco. The 1991 operations were affected by a recession which
continued to have some impact on operations in 1992.
Anuhco, through its subsidiary Crouse Cartage, was able to continue its
growth in total revenue and number of LTL shipments in 1993. In 1993 total
tonnage of shipments increased by 3.8% over 1992; with LTL tonnage increasing
9.7% and truckload tonnage decreasing by 0.3%. The decrease in truckload
tonnage resulted in a 0.1% increase in truckload revenue per hundredweight
due to the retention of the more profitable traffic. In spite of a January
1993 rate increase, LTL revenue per hundredweight only increased 0.1% due to
the continued effects of rate discounting.
In 1992 total tonnage of shipments increased by 4.9% over 1991; with LTL
tonnage increasing 19.0% and truckload tonnage decreasing by 2.8%. The
decrease in truckload tonnage resulted in a 3.7% increase in truckload
revenue per hundredweight due to the retention of more profitable traffic.
In spite of a 3.0% rate increase, LTL revenue per hundredweight decreased
2.3% largely as a result of industry freight rate discounting; fueled by the
continued softness of the economy and excess capacity in the motor carrier
industry. Led by a 1.3% increase in salaries and wages in 1992 under the
labor contract effective April 1, 1991, and with a 3.9% increase in number of
employees, operating expenses increased 12.1% over 1991, while revenue
increased by 12.3%; resulting in a 22.3% increase in Anuhco's operating
income.
Crouse Cartage increased its total revenue and number of LTL shipments
in the full year 1991 from the full year 1990, albeit at a lower rate of
growth and with a lower level of profitability than in the previous year,
while truckload shipments dropped. In 1991 total tonnage of shipments
decreased by 8.5% from 1990; with LTL tonnage increasing 10.3% and truckload
tonnage decreasing by 16.3%. The reduction in truckload tonnage resulted in
a 9.9% increase in truckload revenue per hundredweight due to the retention
of the more profitable traffic. In spite of a 5.5% rate increase, LTL
revenue per hundredweight decreased 1.3% largely as a result of industry
freight rate discounting; fueled by the soft economy, excess capacity in the
motor carrier industry and lower fuel prices. Led by a 7.3% increase in
salaries and wages in 1991, under the new labor contract effective April 1,
1991 and with a 2% increase in number of employees, operating expenses
increased 4.4% over 1990, while revenue only increased by 3.7%; resulting in
a 7.4% decrease in Crouse Cartage's operating income, excluding any expenses
resulting from its acquisition by Anuhco.
As a result of inflationary cost increases and in anticipation of labor
and other cost increases in 1994, freight rate increases were made effective
January 1, 1994 which could favorably impact revenues, if the economy
improves and industry wide discounting does not accelerate. Indications are
that expenses will increase generally in line with increases experienced in
1993.
FINANCIAL CONDITION
Anuhco continued to strengthen its financial position during 1993 and
1992. At the beginning of 1992 assets totaled $18.2 million while
shareholders' equity amounted to $6.1 million. By the end of 1993 total
assets had increased to $24.5 million and shareholders' equity had increased
to $17.1 million. During this period long-term debt was reduced from $6.9
million to $1.9 million, while the Company's cash position increased from
$2.8 million to $4.7 million. Major factors contributing to these
improvements were successful operations creating $2.7 million and $2.3
million of net income and discontinued operations which generated $3.75
million and $2.25 million of net income for 1993 and 1992, respectively. The
increased capital is being utilized to further upgrade the company's
equipment and for additions and enhancement of terminal facilities. Capital
expenditures totaled $2.7 million and $4.3 million in 1993 and 1992,
respectively; including $2.0 million to acquire and improve a Chicago area
freight terminal and over $4.8 million in equipment upgrades.
Anuhco expects available cash and cash generated from 1994 operations to
be sufficient to fund its operations, service its debt and to meet other cash
needs for 1994. Should additional cash be required, Crouse Cartage has a
$2.5 million secured revolving credit agreement with Bankers Trust Company of
Des Moines, Iowa, with no balance outstanding on December 31, 1993, which is
available to meet short term operational needs and long-term requirements.
In addition to principal payments on long-term debt, the $1.9 million of long
term debt bears interest at the prime rate plus 1% per annum.
At December 31, 1993, Crouse Cartage owns or leases 28 parcels of real
property which are utilized in their operations. Because many of these
facilities maintain underground or other fuel storage tanks, some ongoing
environmental liability exists; however, management is not aware of any
material contamination.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 112 which will become effective in 1994. This
statement requires the recording of certain post employment benefit
obligations over the service life of such employees. This statement will not
have a material impact on financial position or results of operations.
AFS is accounted for as a discontinued operation in the financial
statements with a net asset value of zero; due to provisions of the Joint
Plan which provide that all assets of AFS are dedicated to payments of
obligations under the Joint Plan and that AFS' liabilities, including
administrative costs, will be paid out of its net assets.
<PAGE>
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Anuhco, Inc.:
We have audited the accompanying consolidated balance sheet of Anuhco, Inc.
(a Delaware corporation) and Subsidiaries as of December 31, 1993 and 1992,
and the related consolidated statements of income, shareholders' equity and
cash flows for each of the three years in the period ended December 31, 1993.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Anuhco,
Inc. and Subsidiaries as of December 31, 1993 and 1992, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1993, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedules IV, V, VI, VIII and X are
presented for the purpose of complying with the Securities and Exchange
Commission rules and are not a required part of the basic financial
statements. These schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Kansas City, Missouri
February 16, 1994
<PAGE>
<TABLE> ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<CAPTION>
December 31 December 31
1993 1992
ASSETS (In Thousands)
<S> <C> <C>
Current Assets
Cash and temporary cash investments............ $ 4,708 $ 1,230
Accounts receivable, less allowance for doubt-
ful accounts of $358 and $314, respectively... 6,731 5,853
Insurance refund receivable.................... 574 432
Parts and supplies............................. 380 378
Prepayments and other.......................... 249 143
Total current assets....................... 12,642 8,036
Operating Property, at Cost
Revenue equipment.............................. 14,775 12,887
Land........................................... 1,500 1,420
Structures and improvements.................... 3,913 3,954
Other operating property....................... 3,705 3,698
23,893 21,959
Less Accumulated Depreciation................ (13,353) (11,889)
Net Property and equipment............... 10,540 10,070
Long-Term Obligation Receivable (Note 10).......... 1,180 1,090
Other Assets....................................... 122 192
Discontinued Operations (Note 12).................. -- --
$24,484 $19,388
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Current maturities of long-term debt........... $ -- $ 297
Accounts payable............................... 1,187 789
Accrued payroll and fringes.................... 3,934 3,317
Claims and insurance accruals.................. 142 150
Income tax payable (Note 8).................... -- 101
Other accrued expenses......................... 303 482
Total current liabilities.................. 5,566 5,136
Long-Term Debt to Related Parties, net of current
maturities (Note 5)............................ 1,860 3,630
Commitment (Note 11)...............................
Shareholders' Equity (Notes 1 and 7)
Preferred stock $0.01 par value, authorized
1,000,000 shares, none outstanding........... -- --
Common stock $0.01 par value, authorized
13,000,000 shares, outstanding 7,542,270
shares....................................... 75 5,394
Paid-in capital................................ 5,319 --
Retained earnings.............................. 11,664 5,228
Total Shareholders' Equity................. 17,058 10,622
$24,484 $19,388
</TABLE>
[FN]
The accompanying notes to consolidated financial statements
are an integral part of this statement.
<PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Dollars In Thousands, Except Per Share Amounts
<CAPTION>
Year Ended December 31
1993 1992 1991
<S> <C> <C> <C>
Operating Revenue................................. $76,888 $71,266 $21,853
Operating Expenses
Salaries, wages and employee benefits........... 41,816 38,645 11,681
Operating supplies and expenses................. 9,316 8,855 3,062
Operating taxes and licenses.................... 2,153 1,914 628
Insurance and claims (Note 4)................... 1,579 1,428 449
Depreciation.................................... 2,022 1,819 578
Purchased transportation and rents.............. 17,507 16,095 4,785
Total operating expenses...................... 74,393 68,756 21,183
Operating Income.................................. 2,495 2,510 670
Nonoperating Income (Expense)
Interest income................................. 151 128 79
Interest expense................................ (193) (503) (173)
Gain on sale of property and equipment, net..... 118 16 21
Other, net...................................... 102 145 85
Total nonoperating income (expense)........... 178 (214) 12
Income From Continuing Operations Before
Income Taxes.................................... 2,673 2,296 682
Income Tax Provision (Note 8)..................... -- -- --
Income From Continuing Operations................. 2,673 2,296 682
Income From Discontinued Operations (Note 12)..... 3,750 2,250 41,323
Net Income........................................ $ 6,423 $ 4,546 $42,005
Average Common Shares Outstanding................. 7,542 7,542 7,419
Income Per Share from Continuing Operations....... $0.35 $0.30 $0.09
Income Per Share from Discontinued Operations..... $0.50 $0.30 $5.57
Net Income Per Share.............................. $0.85 $0.60 $5.66
</TABLE>
[FN]
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31
1993 1992 1991
(In Thousands)
<S> <C> <C> <C>
Cash Flows From Operating Activities-
Net income.................................... $ 6,423 $ 4,546 $ 42,005
Adjustments to reconcile net income to
net cash generated in operating activities-
Gain on sale of assets..................... ( 104) ( 16) ( 21)
Depreciation............................... 2,022 1,819 578
Net increase (decrease) from change in
other working capital items affecting
operating activities...................... ( 421) ( 359) ( 1,688)
Effect of Discontinued Operations (Note 12) (3,750) (2,250) (41,323)
(2,253) ( 806) (42,454)
Net Cash Generated (Used)....................... 4,170 3,740 ( 449)
Cash Flows From Investing Activities-
Proceeds from discontinued operations
(Note 12).................................. 3,750 2,450 100
Purchase of Crouse Cartage Company............ -- -- ( 5,768)
Purchase of operating property, net........... (2,375) (4,313) --
Repurchase minority interest in Crouse Cartage -- ( 435) --
1,375 (2,298) ( 5,668)
Cash Flows from Financing Activities-
Repayment of debt............................. (2,067) (2,985) ( 508)
Issuance of long term debt.................... -- -- 6,800
(2,067) (2,985) 6,292
Cash Transferred to Discontinued Operations..... -- -- (108,267)
Net Increase (Decrease) in Cash and
Temporary Cash Investments.................... 3,478 ( 1,543) (108,092)
Cash and Temporary Cash Investments at
Beginning of Period........................... 1,230 2,773 110,865
Cash and Temporary Cash Investments at
End of Period................................. $ 4,708 $ 1,230 $ 2,773
Cash Paid During the Period for-
Interest...................................... $ 200 $ 569 $ 25
Income Tax.................................... 40 8 386
</TABLE>
(/FN>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Year Ended December 31
1993 1992 1991
(In Thousands)
<S> <C> <C> <C>
Common Stock -
Balance at beginning of period................ $ 5,394 $ 5,394 $ 46,476
Effect of the change in par value (Note 7).... (5,319) -- --
Issuance of shares related to the acquisi-
tion of Crouse Cartage Company (Note 1)..... -- -- 1,594
Effect of the Joint Plan (Note 12)............ -- -- (42,676)
Balance at end of period...................... $ 75 $ 5,394 $ 5,394
Paid-in Capital -
Balance at beginning of period................ $ -- $ -- $ 12,810
Effect of the change in par value (Note 7).... 5,319 -- --
Effect of Joint Plan (Note 12)................ -- -- $(12,810)
Balance at end of period...................... $ 5,319 $ -- $ --
Retained Earnings -
Balance at beginning of period................ $ 5,228 $ 682 $(96,810)
Income from continuing operations............. 2,673 2,296 682
Income from discontinued operations (Note 12). 3,750 2,250 41,323
Effect of the Joint Plan and other (Note 12).. 13 -- 55,487
Balance at end of period...................... $11,664 $ 5,228 $ 682
</TABLE>
[FN]
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE>
ANUHCO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1993 and 1992
1. Acquisition and Plan of Reorganization
On August 2, 1991, Anuhco, Inc. ("Anuhco") entered into an agreement for
the acquisition of Crouse Cartage Company ("Crouse Cartage"), a regional
less-than-truckload motor carrier. The acquisition was consummated effective
September 1, 1991 with the final purchase price composed of $5.5 million
cash, a $4.0 million convertible note and 1,342,524 shares of common stock in
exchange for the outstanding shares of Crouse Cartage. This transaction has
been accounted for as a purchase and the operating results of Crouse Cartage
have been consolidated with Anuhco beginning September 1, 1991.
On June 10, 1991, the Joint Plan of Reorganization ("Joint Plan") was
confirmed by the Bankruptcy Court resulting in the formal discharge of
American Carriers, Inc. ("ACI"), American Freight System, Inc. ("AFS"), and
other subsidiaries from Chapter 11 Bankruptcy proceedings. ACI filed with
the Secretary of the State of Delaware an amended and restated certificate of
incorporation changing its name to Anuhco, Inc., prohibiting the issuance of
non-voting capital stock and increasing the authorized common stock to 13
million shares.
2. Summary of Significant Accounting Policies
Principles of Consolidation - The consolidated financial statements include
Anuhco and all of its subsidiary companies ("the Company"), all of which are
wholly-owned. All significant intercompany accounts and transactions have
been eliminated in consolidation.
Depreciation and Maintenance - Depreciation is computed using the straight-
line method and the following useful lives for new equipment:
<TABLE>
<CAPTION>
<S> <C>
Revenue Equipment -
Linehaul Tractors 3 - 5 years
Linehaul Trailers 3 - 5 years
Terminal Facilities 19 - 31.5 years
Other Equipment 2 - 10 years
</TABLE>
Upon sale or retirement of operating property, the cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected
in non-operating income. The Company expenses costs related to repairs and
overhauls of equipment as incurred.
Cost of Tires - The cost of tires, including those purchased with new
equipment, is expensed when the tires are placed in service.
Recognition of Revenues - Operating revenues, and related direct expenses,
are recognized when freight is delivered. Other operating expenses are
recognized as incurred.
Income Taxes - The Company accounts for income taxes in accordance with the
liability method as specified in the Financial Accounting Standards Board's
Statement No. 109, Accounting for Income Taxes. Deferred income taxes are
determined based upon the difference between the book and the tax basis of
the Company's assets and liabilities. Deferred taxes are provided at the
enacted tax rates expected to be in effect when these differences reverse.
Discontinued Operations - American Freight System, Inc. has been accounted
for as a "discontinued operation" with only the "net assets" of this
operation reflected on the Anuhco financial statements. Anuhco recognizes
income from discontinued operations upon receipt of a distribution in
accordance with the Joint Plan (See Note 12).
Statements of Cash Flows - For purposes of the consolidated statement of
cash flows, the Company considers all highly liquid debt instruments
purchased with an original maturity of three months or less to be cash
equivalents.
3. Employee Benefits
Multiemployer Plans
Crouse Cartage contributed $2,780,082, $2,573,270 and $805,164 to the
multiemployer pension plans for 1993, 1992 and 1991, respectively. Crouse
Cartage contributed $3,600,635, $3,128,312 and $1,005,485 to the
multiemployer health and welfare plans for 1993, 1992 and 1991, respectively.
Contribution amounts for 1991 relate only to the post-acquisition period of
September 1 through December 31.
Non-Union Pension Plan
Crouse Cartage has a defined contribution profit sharing (as defined by the
Internal Revenue Code) plan ("the Non-union Plan") providing for a mandatory
Company contribution of 5% of annual earned compensation of the non-union
employees. Additional discretionary contributions can be made by Crouse
Cartage depending upon profitability of Crouse Cartage. Any discretionary
funds contributed to the Non-union Plan will be invested 100% in Anuhco
Common Stock.
Crouse Cartage had a defined benefit pension plan covering employees not
covered under collective bargaining agreements. Crouse Cartage terminated
this plan effective December 31, 1992, at which time all benefit accruals
ceased. Benefits under the plan were based on years of service and the
employees' compensation during the last three years of employment. All par-
ticipants who had met this plan's requirements, who had been entered into
this plan and who were actively employed by Crouse Cartage as of the
termination date, are 100% vested in their accrued plan benefits. Crouse
Cartage has purchased an annuity contract to satisfy the individual accrued
plan benefits as of the termination date. Crouse Cartage intends to
distribute any excess plan assets to plan participants as additional
annuities or through rolling them into the Non-union Plan. The Company
believes the plan assets will be sufficient to settle all termination
obligations and expenses, including the participants' accrued plan benefits.
Final settlement of the terminated plan is expected in 1994.
Pension expense, exclusive of the multi-employer pension plans, was
$80,000, $0 and $184,845 for the years 1993, 1992 and 1991, respectively.
The accompanying consolidated balance sheet includes a pension liability of
$152,158 and $375,000 as of December 31, 1993 and 1992, respectively.
Profit Sharing
In September, 1988, the employees of Crouse Cartage approved the
establishment of a profit sharing plan ("the Plan"). The Plan is structured
to allow all employees (union and non-union) to ratably share 50% 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. The Plan calls for profit sharing distributions to be made on a
quarterly basis. The Plan was recertified in 1991, and shall continue in
effect through March 31, 1994, or until a replacement Collective Bargaining
Agreement is reached between the parties, whichever is the later. Although
the outcome is uncertain, Crouse Cartage believes the Plan will be further
extended coincident with the conclusion of the overall union contract
negotiations. The accompanying consolidated balance sheet includes profit
sharing accruals of $986,583 and $742,408 for 1993 and 1992, respectively.
The accompanying consolidated statement of income includes profit sharing
expense of $3,307,862, $3,071,057 and $874,268 for 1993, 1992 and 1991,
respectively.
401(k) Plan
Effective January 1, 1990, Crouse Cartage established a salary deferral
program under Section 401(k) of the Internal Revenue Code ("the Code"). To
date, participant contributions to the 401(k) plan have not been matched with
Company contributions. All employees of the Company are eligible to
participate in the 401(k) plan after they attain age 21 and complete one year
of qualifying employment.
4. Insurance Coverage
Claims and insurance accruals reflect accrued insurance premiums and the
estimated cost of incurred claims for cargo loss and damage, bodily injury
and property damage and workers' compensation not covered by insurance.
Workers' compensation expense is included in "Salaries, wages and fringe
benefits" in the accompanying statement of income.
The Company's public liability and property damage, cargo and workers'
compensation premiums are subject to retrospective adjustments based on
actual incurred losses. The actual adjustments normally are not known for at
least one year; however, based upon a review of the preliminary compilation
of losses incurred through December 31, 1993, management does not believe any
material adjustment will be made to the premiums paid or accrued at that
date.
In connection with its public liability and property damage, cargo and
workers' compensation insurance coverage, the Company has an irrevocable
standby letter of credit ("LOC"), which at December 31, 1993, was $850,000.
The LOC, required by the Company's insurance provider, is deemed to be
automatically extended unless notice of termination is given. The fee for
the LOC is 1% of the LOC amount.
5. Long-Term Debt
Long-term debt was as follows, as of December 31:
<TABLE>
<CAPTION>
1993 1992
(In Thousands)
<S> <C> <C>
Convertible Note, due October 31, 1995, with
interest varying at prime rate plus 1% (7%
at December 31, 1993)..................... $ 1,860 $ 3,580
Note Payable to AFS, due through 1993, with
interest varying at prime rate (Note 12).. -- 258
Capitalized leases with interest at
approximately 9.6%........................ -- 89
Revolving Credit Agreement (Note 6).......... -- --
1,860 3,927
Less - Current maturities.................... -- 297
$ 1,860 $ 3,630
</TABLE>
The Convertible Note is payable to sellers of Crouse Cartage, including
certain employees, Crouse Cartage officers, and a director and officer of
Anuhco. If such note remains unpaid for 15 days after maturity, October 15,
1995, the holders of the note, may at their option, elect to convert the
unpaid principal and interest thereunder into 11% cumulative $100 par value
preferred stock. The number of such shares is to be determined by dividing
the aggregate dollar amount of the unpaid principal and interest by 100.
Under certain conditions and upon 30 days prior written notice to the
Company, all but not less than all of the preferred stock may be converted to
common stock.
There are no required payments of existing long-term debt during 1994
through 1998. However, it is the Company's intent to repay the Convertible
Note prior to the option date or otherwise prevent its conversion. At
December 31, 1993, substantially all net property, equipment and accounts
receivable was subject to liens under various debt instruments.
6. Revolving Credit Agreement
In September, 1988, Crouse Cartage entered into a five-year credit
agreement with a commercial bank which provided for maximum borrowings
equaling the lesser of $2,500,000 or the borrowing base, as defined in such
agreement. Based on the value of its revenue equipment, such borrowing base
exceeds $2,500,000 at December 31, 1993. This agreement was amended and
superseded on September 30, 1991, and Anuhco was added as a guarantor. In
May, 1993 the term was extended to July 31, 1995. There was no outstanding
balance on this revolving line of credit at December 31, 1993 or 1992.
On the last day of each calendar month through the term of the agreement,
Crouse Cartage is required to pay to the bank equal payments of principal,
each in an amount equal to one forty-eighth (1/48) of the highest unpaid
principal balance of the previous 12-month period. The agreement provides
for interest on borrowings at the bank's prime rate. The effective rate at
December 31, 1993, was 6%. The agreement can be terminated by the bank on
six months notice or by Crouse Cartage on 30 days notice after full payment
of any debt to the bank. The terms of the agreement require the maintenance
of a minimum shareholder's equity and contain restrictions on declaration and
payment of dividends, acquisition of Crouse Cartage stock, loans to officers
or employees, type of investments and annual capital expenditures. The
Company was in compliance with all such restrictions at December 31, 1993.
7. Common Stock
In accordance with a resolution to amend Anuhco's Certificate of
Incorporation, duly prepared and adopted at the Company's 1993 Annual
Shareholders' Meeting, the capital stock of Anuhco was changed from stock
without par value to $0.01 par value per share effective June 1, 1993. Such
change has no impact on total shareholders' equity but does require a
reclassification of a portion of capital stock to paid-in capital. This
amendment will provide a cost savings on certain franchise taxes.
An Incentive Stock Option Plan was adopted in 1983 which provides that
options for shares of Anuhco Common Stock may be granted to officers and key
employees at fair market value of the stock at the time such options are
granted. This plan terminated under its provisions in May, 1993 and no
further options may be granted. At December 31, 1993 options for 30,000
shares were outstanding at an average option price of $2.36 per share and
options for 10,000 were exercisable. The remaining outstanding options will
become exercisable over a period through 1997.
An Incentive Stock Plan was adopted in 1992 which provides that options for
shares of Anuhco Common Stock shall be granted to directors, and may be
granted to officers and key employees at fair market value of the stock at
the time such options are granted. At December 31, 1993 options for 73,000
shares were outstanding at an average option price of $4.00 per share and
options for 14,500 shares were exercisable. The remaining outstanding
options will become exercisable over a period through 2003.
8. 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.
Deferred tax liabilities (assets) are comprised of the following at
December 31:
<TABLE>
<CAPTION>
1993 1992
(In Thousands)
<S> <C> <C>
Liabilities:
Property and equipment, princi-
pally due to differences in
depreciation................... $ 1,155 $ 1,258
Assets:
Employee benefits............... ( 362) ( 372)
Claims accruals and other....... ( 61) ( 64)
Reserve for doubtful accounts... ( 154) ( 135)
Net operating loss carryforward. (15,015) (10,725)
Deferred tax assets........... (15,592) (11,296)
Valuation allowance............. 14,437 10,038
Net deferred tax liability.... $ -0- $ -0-
</TABLE>
At December 31, 1992 the Company had $25 million of net operating loss
carryforwards and $1 million of tax credit carryforwards which will be
available for Federal income tax purposes. In addition, the Company
generated net operating loss carryforwards in 1993. The amount of these
additional carryforwards is estimated to be in excess of $10 million. The
net operating loss carryforwards will expire over a period from 2005 to 2008.
The tax credit carryforwards expire over a period from 1998 to 2001.
The following is a reconciliation of the statutory Federal income tax rate
to the effective income tax rate.
<TABLE>
<CAPTION>
1993 1992 1991
<S> <C> <C> <C>
Federal statutory income tax rate......... 35.0% 34.0% 34.0%
State income tax rate, net................ 7.9 7.9 7.5
Net operating losses...................... (42.9) (41.9) (41.5)
Effective income tax rate................. 0.0% 0.0% 0.0%
</TABLE>
No net provision for income tax has been made for the years ended December
31, 1993, 1992 or 1991 and no asset related to the Company's net operating
loss carryforwards has been recognized due to significant tax losses from the
discontinued operations during those years and projected future tax losses.
9. Union Contract
During 1991, Crouse Cartage negotiated with its unions for a new contract
and in June, 1991, the unions approved a three-year National Master Freight
Agreement ("the Agreement") with wage rate increases of $0.50 per hour in
1991 and $0.45 per hour in 1992 and 1993. The Agreement included a profit
sharing program provided that such program was ratified by at least 75% of
the Company's bargaining unit employees (see Note 3). Negotiations by and
between Crouse Cartage and the Teamsters Union for the next contract period
are ongoing. Crouse Cartage believes the final impact of such negotiations
will not significantly affect the results of operations or financial position
of the Company.
10. Long-Term Obligation Receivable
In connection with the sale of its terminal in Hodgkins, Illinois, Crouse
Cartage received a $1,000,000 Subordinated Tax Incremental General Obligation
Bond, Series 1991 ("the Bond"), issued by the Village of Hodgkins, Illinois.
The Bond has a face value of $1,000,000, accrues interest at a rate of 14%
and is due in December, 2009. Interest at 10% is payable semi-annually on
June 1 and December 1, and interest at 4% is due on the December 20th
immediately following the date that the principal amount is paid in full.
Payments of interest and the repayment of the Bond principal will be funded
by future tax revenues from the commercial development of the acquired
property and no payments have been made, to date. Based upon the Village of
Hodgkins' current cash flow projections and the timing of interest and
principal payments, the effective interest rate on the Bond is estimated to
be approximately 9%. Accrued interest, during 1993 and 1992 of $90,000, has
been recorded as an addition to the carrying value of this bond.
11. Contingencies and Commitments
The Company is party to certain other claims and litigation arising in the
ordinary course of business. In the opinion of management, the outcome of
such claims and litigation will not materially affect the Company's financial
position.
Crouse Cartage leases buildings and office equipment under various leases
which expire from 1994 to 2001. The majority of these building leases are
with a former owner of Crouse Cartage. Effective January 1, 1994, Crouse
Cartage exercised its purchase options under certain operating leases. Such
options covered the purchase of twelve (12) facilities (11 terminals and a
salvage store operation) from P&R Realty, a sole proprietorship and related
party, for approximately $2.6 million. The option prices were based on the
market value of each property, as established by an independent real estate
appraiser, and were each equal to or less than the appraised values. Crouse
Cartage financed these purchases through currently available operating funds,
which included borrowing of $0.5 million on its $2.5 million revolving credit
agreement. Crouse Cartage has utilized these facilities for its operations
for numerous years and currently anticipates their continued use without
change.
The exercise of these options will, among other things, have the effect of
reducing rental expense by approximately $314,000 annually. Rental expense
for 1993, 1992 and 1991 was $492,262, $576,066 and $597,822, respectively.
At December 31, 1993, there are no future minimum lease payments under
noncancellable operating leases having initial or remaining lease terms of
more than one year.
Payments are made to tractor owner-operators under various short-term lease
agreements for the use of revenue equipment. These lease payments, which
totaled $9,554,580, $9,416,968 and $9,275,336 for 1993, 1992 and 1991,
respectively, are primarily based on miles traveled or on a percent of
revenue generated through the use of the equipment.
Future commitments for the purchase of operating property totaled
approximately $2.6 million at December 31, 1993, including the aforementioned
exercise of options on real property. The total amount of this commitment
was paid in January, 1994 and was funded by current operations and a $500,000
draw on the revolving credit agreement.
12. Discontinued Operations
Under the provisions of the Joint Plan, American Freight System, Inc.
("AFS") is responsible for the continued resolution 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 will occur.
The Joint Plan also provides for distributions to Anuhco as unsecured
creditor distributions occur in excess of 50% of allowed claims in accordance
with the following table. Such distributions are recognized as "Income from
Discontinued Operations" by Anuhco at the time they are received.
<TABLE>
<CAPTION>
Cumulative Unsecured
Creditors' Distribution Anuhco Participation
<S> <C>
50.01 - 70% $100,000 per percentage point
70.01 - 80% $ 25,000 per percentage point
80.01 - 130% $250,000 per percentage point
</TABLE>
Anuhco also receives the full benefit of any remaining assets through its
ownership of AFS stock, if unsecured creditors receive distributions,
including interest, equivalent to 130% of their claims.
The preceding and the following information does not disclose all the
financial impacts of the Joint Plan. For a more in-depth analysis, the
complete Joint Plan and related Disclosure Statement, incorporated in this
10-K by reference, should be reviewed.
<PAGE>
AMERICAN FREIGHT SYSTEM, INC.
STATEMENT OF NET ASSETS
<TABLE>
<CAPTION> December 31,
1993 1992
(In Thousands)
ASSETS
<S> <C> <C>
Cash and Temporary Cash Investments................... $ 27,769 $ 33,942
Accounts Receivable, Less Allowance for Doubtful
Accounts of $10,092 and $10,077..................... 4,923 6,551
Real Property, at estimated net realizable value...... 2,055 5,327
Deposits, Prepayments and other....................... 2,435 4,190
Note Receivable from Anuhco (Note 5).................. -- 258
Total Assets........................................ 37,182 50,268
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Post-Petition Administrative Costs.................... 3,936 4,489
Non-Debtor Unsecured Liabilities...................... -- 69
Priority Wages, Taxes and Other....................... 2,595 2,679
Unsecured Liabilities................................. 30,651 43,031
Total Liabilities................................... 37,182 50,268
Net Assets............................................ $ -- $ --
</TABLE>
<TABLE>
<CAPTION>
AMERICAN FREIGHT SYSTEM, INC.
STATEMENT OF CASH FLOWS
December 31,
1993 1992
(In Thousands)
<S> <C> <C>
Administrative Costs................................ $( 2,229) $( 2,255)
Proceeds from the Conversion of Assets.............. 10,010 13,285
Distributions....................................... (13,954) (16,896)
Net Decrease in Cash................................ ( 6,173) ( 5,866)
Cash and Temporary Cash Investments at Beginning
of Period......................................... 33,942 39,808
Cash and Temporary Cash Investments at End
of Period......................................... $ 27,769 $ 33,942
</TABLE>
<PAGE>
Assets and Liabilities - Assets, including property and equipment remaining
at December 31, 1993 and 1992, are stated at estimated net realizable value.
Certain contingent assets have been identified and are described in the
Disclosure Statement. Among these contingent assets is a judgment against
Westinghouse Credit Corporation ("WCC").
On February 23, 1993, a judgment in favor of Anuhco and AFS was entered in
the Circuit Court of Jackson County, Missouri, at Kansas City, Missouri ("the
Court"). This judgment was entered in a case filed by Anuhco and AFS against
WCC seeking damages as a result of WCC's failure to provide financing
pursuant to a loan commitment issued on June 3, 1988. The judgment awarded
$70 million in actual damages to be paid to Anuhco and AFS. WCC filed
motions with the Court to have this judgment set aside or to have a new trial
granted. On April 8, 1993 WCC's motions were overruled. WCC filed a notice
of appeal of this judgment with the Western District Court of Appeals of
Missouri and posted a $76.35 million surety bond in support of such judgment,
accrued interest (9% simple interest) and other costs. Oral arguments before
the appellate court were made on November 4, 1993, with an order expected
during the first half of 1994.
The Appellate Court could (i) reverse the Court's decision, thereby
eliminating the judgment; (ii) remand the case to the Court for retrial; or
(iii) affirm the Court's decision. Even with the affirmation of the
Appellate Court, WCC could request a rehearing before the Appellate Court
and/or a transfer to the Missouri Supreme Court.
Any damages paid, net of trial expenses, will be remitted to AFS and AFS
will distribute such proceeds under the Joint Plan. Under the Joint Plan, if
the judgment is affirmed and/or is otherwise substantially collected and the
other assets of the discontinued operations are liquidated, Anuhco could
receive net proceeds of $29 million to $37 million, including the additional
$4 million described under "Distributions" below. This represents $4 to $5
per share based on Anuhco's 7.5 million currently outstanding shares. Anuhco
and AFS are unable to predict when or how this matter or other contingent
asset issues will ultimately be resolved and, therefore, they have not been
included in the above assets.
AFS has provided notice to all known creditors and the deadline for filing
claims to be resolved under the Joint Plan has expired. Creditors are barred
from submitting claims after the deadline. Claims filed by the creditors are
significantly in excess of recorded liabilities. In addition, unliquidated
and/or contingent claims were filed; the potentially significant claims are
described in the Disclosure Statement. Although some of these claims may
result in an increase in liabilities, the amount and timing of such
liabilities are unknown. AFS is in the process of investigating these
claims, however until this process is completed the amount of liabilities to
be settled cannot be ascertained. The ultimate resolution of the amounts,
validity and priority of recorded liabilities and other claims is uncertain
at this time. Accordingly, liabilities are reflected at estimated amounts
due or are based on claims filed with the debtor and modified to reflect AFS
assets available to distribute on such liabilities.
Future Administrative Costs and Investment Income - AFS will continue to
incur professional fees and other administrative costs in connection with the
sale of its assets, collection of receivables and settlement of its
liabilities. In addition, investment income will be realized on funds
invested pending disbursements to creditors. The amount of such costs and
income will depend on many factors including the length of time the close-
down process continues. An accrual of $3.4 million for future administrative
costs net of investment income has been reflected in the 1993 consolidated
financial statements. The estimated costs and/or income and any deviations
therefrom are absorbed by AFS and only impact Anuhco as a result of the
aforementioned participation arrangement.
Distributions - On February 18, 1992, September 11, 1992, April 15, 1993
and October 13, 1993 AFS made interim distributions under the Joint Plan at
the rate of 20%, 20%, 10% and 5%, respectively, of each allowed unsecured
claim. Anuhco's participation in these distributions were $1 million, $1.25
million, $2.5 million and $1.25 million, respectively. A portion of these
distributions was applied as payment of a note payable to AFS. To date AFS
has distributed a total of 95% on allowed claims which is a more favorable
result than was assumed in the March 21, 1991 Disclosure Statement relating
to the Joint Plan.
Such result is due to favorable (i) settlements of certain claims, (ii)
court decisions, and (iii) asset realizations. A revised projection,
excluding any impact of the WCC judgment, is that total distributions to
Anuhco (including the $6 million previously distributed) may exceed $10
million. This revised projection continues to include the assumptions
enumerated in the Disclosure Statement regarding conditions and
contingencies. Due to the number and value of claims to be resolved and
assets to be converted to cash, the timing and amount of additional interim
distributions and the timing of the final distribution have not been included
in the revised projection.
SUPPLEMENTAL FINANCIAL INFORMATION
Summary of Quarterly Financial Information (Unaudited)
Anuhco's quarterly operating results, as well as those of the motor
carrier industry in general, fluctuate with the seasonal changes in tonnage
levels and with changes in weather related operating conditions. Inclement
weather conditions during the winter months adversely affect freight
shipments and increase operating costs. Historically, Anuhco has achieved
its best operating results in the second and third quarters when adverse
weather conditions have a lessor effect on operating efficiency.
Discontinued operations reflects the continuing winddown of the AFS and
related estates. The amounts and timing of future distributions/income are
not known (see Note 12 to the consolidated financial statements).
<PAGE>
The following table sets forth selected unaudited financial information for
each quarter of 1993 and 1992 (in thousands, except per share amounts).
<TABLE>
<CAPTION>
1993
First Second Third Fourth Full Yr.
<S> <C> <C> <C> <C> <C>
Revenue..................... $18,005 $18,896 $19,816 $20,171 $76,888
Operating Income............ 322 627 869 677 2,495
Nonoperating Income (Loss).. 13 34 ( 6) 137 178
Income from Continuing
Operations................ 335 661 863 814 $ 2,673
Income from Discontinued
Operations................ -- 2,500 -- 1,250 3,750
Net Income.................. 335 3,161 863 2,064 6,423
Income per Share from
Continuing Operations..... 0.04 0.09 0.11 0.11 0.35
Income per Share from
Discontinued Operations... -- 0.33 -- 0.17 0.50
Net Income per Share........ 0.04 0.42 0.11 0.28 0.85
</TABLE>
<TABLE>
<CAPTION>
1992
First Second Third Fourth Full Yr.
<S> <C> <C> <C> <C> <C>
Revenue..................... $17,349 $18,210 $18,100 $17,607 $71,266
Operating Income............ 359 771 731 649 2,510
Nonoperating Income (Expense) (64) (80) (72) 2 (214)
Income from Continuing
Operations................ 295 677 645 679 2,296
Income from Discontinued
Operations................ 1,000 -- 1,250 -- 2,250
Net Income.................. 1,295 677 1,895 679 4,546
Income per Share from
Continuing Operations..... 0.04 0.09 0.09 0.09 0.31
Income per Share from
Discontinued Operations... 0.13 -- 0.16 -- 0.29
Net Income per Share........ 0.17 0.09 0.25 0.09 0.60
</TABLE>
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
This Item 9 is not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Pursuant to General Instruction G(3), the information required by this Item
10 is hereby incorporated by reference from the Anuhco, Inc. Proxy Statement
for Annual Meeting of Shareholders to be held on May , 1994, which the
Registrant will file pursuant to Regulation 14-A. (See Item 4, included
elsewhere herein, for a listing of Executive Officers of the Registrant).
Item 11. Executive Compensation
Pursuant to General Instruction G(3), the information required by this Item
11 is hereby incorporated by reference from the Anuhco, Inc. Proxy Statement
for Annual Meeting of Shareholders to be held on May , 1994, which the
Registrant will file pursuant to Regulation 14-A.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Pursuant to General Instruction G(3), the information required by this Item
12 is hereby incorporated by reference from the Anuhco, Inc. Proxy Statement
for Annual Meeting of Shareholders to be held on May , 1994, which the
Registrant will file pursuant to Regulation 14-A.
Item 13. Certain Relationships and Related Transactions
Pursuant to General Instruction G(3), the information required by this Item
13 is hereby incorporated by reference from the Anuhco, Inc. Proxy Statement
for Annual Meeting of Shareholders to be held on May , 1994, which the
Registrant will file pursuant to Regulation 14-A.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
(a)1. Financial Statements
Included in Item 8, Part II of this Report -
Consolidated Balance Sheet at December 31, 1993 and 1992
Consolidated Statement of Income for the years ended
December 31, 1993, 1992 and 1991
Consolidated Statement of Cash Flows for the years
ended December 31, 1993, 1992 and 1991
Consolidated Statement of Shareholders' Equity for the
years ended December 31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements
Supplemental Financial Information (Unaudited) -
Summary of Quarterly Financial Information for 1993 and
1992
(a)2. Financial Statement Schedules
Included in Item 14, Part IV of this Report -
Financial Statement Schedules for the three years ended
December 31, 1993:
Schedule IV - Indebtedness of and to Related Parties
Schedule V - Property and Equipment
Schedule VI - Accumulated Depreciation of Property and Equipment
Section VIII - Valuation and Qualifying Accounts
Section X - Supplemental Income Statement Information
Other financial statement schedules are omitted either because of
the absence of the conditions under which they are required or
because the required information is contained in the consolidated
financial statements or notes thereto.
(a)3. Exhibits
2(a) - Fifth Amended Joint Plan of Reorganization of the Registrant
and others and Registrant's Disclosure Statement Relating to
the Fifth Amended Joint Plan of Reorganization. Filed as
Exhibit 28(a) and 28(b) to the Registrant's Form 8-K dated
March 21, 1991.
2(b) - United States Bankruptcy Court order confirming the Fifth
Amended Joint Plan of Reorganization of the Registrant and
others. Filed as Exhibit 28(c) to Registrant's Form 8-K
dated June 11, 1991.
3(a) - 1993 Restated Certificate of Incorporation of the Registrant.
Filed as Exhibit 3 to Registrant's Form 10-Q dated August 4,
1993.
3(b) - By-Laws of the Registrant. Filed as Exhibit 3(b) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 by Amendment No. 1 dated July 30, 1992.
4 - Specimen Certificate of the Common Stock, no par value, of
the Registrant. Filed as Exhibit 4 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 by
Amendment No. 1 dated July 30, 1992.
10(a) - Registrant's 1983 Incentive Stock Option Plan. Filed as
Exhibit 10(a) to Registrant's Registration Statement No. 2-
83536, effective May 22, 1986.
10(b) - Form of Indemnification Agreement with Directors and
Executive Officers. Filed as Exhibit 10(k) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1986.
10(c) - Trust and Security Agreement by and between American Freight
System, Inc. (Grantor) and The Merchants Bank (Trustee),
dated July 11, 1991. Filed as Exhibit 10(c) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1991 by Amendment No. 1 dated July 30, 1992.
10(d) - Agreement by and between Registrant (Buyer) and owners of the
outstanding capital stock of CC Investment Corporation
(Sellers). Filed as Exhibit 10 to Registrant's Form 8-K
dated August 9, 1991.
10(e) - Convertible Note for the principal sum of $3,620,000 issued
by Registrant (Maker) to Bankers Trust of Des Moines, Iowa,
as agent for the owners of the outstanding capital stock of
CC Investment Corporation, dated November 1, 1992. Filed as
Exhibit 10(e) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992.
10(f) - Incentive Compensation Agreement by and between Registrant
and Lawrence D. Crouse, and Employment Agreement by and
between Crouse Cartage Company and Lawrence D. Crouse. Filed
as Appendices F. and G. to Exhibit 28(a) to Registrant's Form
8-K dated September 19, 1991.
10(g) - Promissory Note for the principal sum of $2,800,000 by and
between Registrant and American Freight System, Inc., dated
October 1, 1991. Filed as Exhibit 10(g) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1991 by Amendment No. 1 dated July 30, 1992.
10(h) - Stock Sale Agreement for shares of common stock of Crouse
Cartage Company by and between Registrant and American
Freight System, Inc., dated October 1, 1991 and supplement
thereto dated September 25, 1991. Filed as Exhibit 10(h) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 by Amendment No. 1 dated July 30, 1992.
10(i) - Secured Revolving Credit Agreement for a revolving credit
facility in the amount of $2,500,000 by and between Crouse
Cartage Company and Bankers Trust Company of Des Moines,
Iowa. Filed as Exhibit 10(i) to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991 by
Amendment No. 1 dated July 30, 1992.
10(j) - Registrant's 1992 Incentive Stock Plan. Filed as Exhibit
10(j) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992.
22* - List of all subsidiaries of Anuhco, Inc., the state of
incorporation of each such subsidiary, and the names under
which such subsidiaries do business.
24* - Consent of Independent Public Accountant.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 31,
1993.
* Filed herewith.
<PAGE>
<TABLE>
<CAPTION>
ANUHCO, INC. AND SUBSIDIARIES
Schedule IV - Indebtedness of and to Related Parties
Balance at Indebtedness to Balance
Name of Party Beginning Additions Deductions at End
(In Thousands)
<S> <C> <C> <C> <C>
1993
American Freight
System, Inc. 1 $ 258 $ -- $ 258 $ --
Crouse Family 2
(former shareholders
of Crouse Cartage) $3,580 $ -- $ 1,720 $1,860
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1992
American Freight
System, Inc. 1 $2,788 $ -- $2,530 $ 258
Crouse Family 2
(former shareholders
of Crouse Cartage) $4,000 $ -- $ 420 $3,580
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1991
American Freight
System, Inc. 1 $ -- $2,800 $ 12 $2,788
Crouse Family 2
(former shareholders
of Crouse Cartage) $ -- $4,000 $ -- $4,000
</TABLE>
[FN]
1 As mandated by the Joint Plan, AFS loaned $2.8 million to
Anuhco which was utilized in the purchase of Crouse Cartage.
2 The indebtedness was incurred as a portion of the purchase
price for the acquisition of Crouse Cartage.
<PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
Schedule V - Property and Equipment
<CAPTION>
Balance
at Begin- Addi- Balance
ning of tions Retire- Trans- Other at End
Description Year at Cost ments fers Changes of Year
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
1993
Land and structures.. $ 5,374 $ 179 $ 159 $ 19 $ - $ 5,413
Revenue equipment.... 12,887 2,432 544 - - 14,775
Other property....... 3,698 71 45 ( 19) - 3,705
Total.......... $21,959 $2,682 $ 748 $ - $ - $23,893
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1992
Land and structures.. $ 2,935 $2,439 $ - $ - $ - $ 5,374
Revenue equipment.... 11,717 1,297 127 - - 12,887
Other property....... 3,123 620 45 - - 3,698
Total.......... $17,775 $4,356 $ 172 $ - $ - $21,959
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1991
Land and structures.. $ - $ 903 $4,034 $ - $ 6,066 $ 2,935
Revenue equipment.... - 268 184 - 11,633 11,717
Other property....... - 319 62 - 2,866 3,123
Total.......... $ - $1,490 $4,280 $ - $20,5651 $17,775
</TABLE>
[FN]
1 Property and equipment acquired in connection with
the acquisition of Crouse Cartage Company.
<PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
Schedule VI - Accumulated Depreciation
of Property and Equipment
<CAPTION>
Balance Additions
at Begin- Charged Balance
ning of to Depr. Retire- Trans- Other at End
Description Year Expense ments fers Changes of Year
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
1993
Structures and
improvements....... $ 387 $ 149 $ 17 $ 13 $ - $ 532
Revenue equipment.... 8,881 1,539 496 - - 9,924
Other property....... 2,621 334 45 (13) - 2,897
Total.......... $11,889 $2,022 $ 558 $ - $ - $13,353
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1992
Structures and
improvements....... $ 268 $ 119 $ - $ - $ - $ 387
Revenue equipment.... 7,707 1,273 99 - - 8,881
Other property....... 2,240 427 46 - - 2,621
Total.......... $10,215 $1,819 $ 145 $ - $ - $11,889
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1991
Structures and
improvements....... $ - $ 39 $ 971 $ - $ 1,200 $ 268
Revenue equipment.... - 406 166 - 7,467 7,707
Other property....... - 133 56 - 2,163 2,240
Total.......... $ - $ 578 $1,193 $ - $10,8301 $10,215
</TABLE>
[FN]
1 Accumulated depreciation at the date of acquisition
of Crouse Cartage Company.
<PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
Schedule VIII - Valuation and Qualifying Accounts
<CAPTION>
Balance Additions
at Charged Charged to Balance
Beginning to Other Deduc- at End
Description of Year Expense Accounts tions1 of Year
(In Thousands)
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts
(deducted from accounts receivable)
Year Ended December 31 -
1993........ $ 314 $ 172 $ - $ (128) $ 358
1992........ 279 155 - (120) 314
1991........ - 80 2682 ( 69) 279
</TABLE>
[FN]
1 Deduction for purposes for which reserve was created.
2 Reserve balance at the time of the acquisition of
Crouse Cartage Company.
<PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
Schedule X - Supplementary Income Statement Information
<CAPTION>
Charged to Operating
Costs and Expenses
Year Ended December 31
1993 1992 1991
(In Thousands)
<S> <C> <C> <C>
Maintenance and repairs.................... $ 788 $ 678 $ 164
Taxes other than payroll and income taxes..
Fuel taxes............................... $$ 1,110 $ 1,000 $ 319
Vehicle licenses and registration fees... 743 600 187
Real estate and personal property taxes.. 290 301 109
Other taxes.............................. 10 13 3
Total.................................. $ 2,153 $ 1,914 $ 618
</TABLE>
[FN]
NOTE: Depreciation and amortization of intangible assets,
royalties and advertising costs were each less than
1% of operating revenue during the years 1993, 1992
and 1991.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 2, 1994 By /s/ John P. Bigger
John P. Bigger,
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ John P. Bigger President and Chief Executive Officer
John P. Bigger (Principal Executive Officer)
/s/ John P. Bigger Treasurer and Chief Financial Officer
John P. Bigger (Principal Financial and Accounting
Officer)
/s/ Joe J. Brown /s/ Roy R. Laborde
Joe J. Brown, Director Roy R. Laborde, Chairman of the
Board of Directors
/s/ William D. Cox /s/ Eleanor B. Schwartz
William D. Cox, Director Eleanor B. Schwartz, Director
/s/ Lawrence D. Crouse /s/ Walter P. Walker
Lawrence D. Crouse, Director Walter P. Walker, Director
/s/ Donald M. Gamet
Donald M. Gamet, Director
March 2, 1994
Date of all signatures
Registrant's Proxy Statement for Annual Meeting of Shareholders to be held in
1994 and Annual Report will be mailed to security holders at a later date.
Copies of such material will be furnished to the Securities and Exchange
Commission when it is sent to security holders.
<PAGE>
<TABLE>
Exhibit 22
<S> <C>
Subsidiaries of Anuhco, Inc. State of Incorporation
Crouse Cartage Company Iowa
CC Investment Corporation Iowa
American Freight System, Inc. Delaware
</TABLE>
(All companies do business under same name unless otherwise indicated).
<PAGE>
Exhibit 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 10-K into the Company's previously
filed Registration Statements for the Anuhco, Inc. 1992 Incentive Stock
Plan, File No. 33-51494 and the American Carriers, Inc. 1983 Incentive
Stock Option Plan, File No. 2-86915.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Kansas City, Missouri
March 2, 1994
<PAGE>
