[TEXT]
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[x] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended March 31, 1994
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number - 0-12321
ANUHCO, INC.
State of Incorporation - Delaware
IRS Employer Identification No. - 46-0278762
9393 West 110th Street, Suite 100, Overland Park, Kansas 66210
Telephone Number - (913) 451-2800
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x . No.___.
Indicate the number of shares outstanding of each of the issuer's
classes of common stock.
Anuhco, Inc.
Common Stock, $0.01 par value
7,543,270 shares outstanding
as of March 31, 1994
Form 10-Q
Contains 12 pages
<PAGE>
PART I - FINANCIAL INFORMATION
<TABLE>
Item 1. Financial Statements
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Quarter and Year-To-Date Ending March 31, 1994
(In Thousands, Except Per Share Data)
<CAPTION>
First Quarter
1994 1993
<S> <C> <C>
Operating Revenue................................. $21,184 $18,005
Operating Expense................................. 20,442 17,683
Operating Income.................................. 742 322
Nonoperating Income (Expense)
Gain on sale of property and equipment, net..... 7 1
Interest income................................. 49 28
Interest expense................................ ( 40) (66)
Other, net...................................... ( 6) 50
Total nonoperating income (expense)........... 10 13
Income from Continuing Operations before
Income Taxes.................................... 752 335
Income Tax Provision (Note 2)..................... -- --
Income from Continuing Operations................. 752 335
Income from Discontinued Operations (Note 6)...... -- --
Net Income........................................ $ 752 $ 335
Average Common Shares Outstanding (Note 5)........ 7,543 7,542
Net Income Per Share from Continuing Operations... $0.10 $0.04
Net Income Per Share from Discontinued Operations. $0.00 $0.00
Net Income Per Share.............................. $0.10 $0.04
</TABLE>
[FN]
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31 March 31
1994 1993
ASSETS (In Thousands)
<S> <C> <C>
Current Assets
Cash and temporary cash investments........... $ 2,561 $ 61
Accounts receivable, less allowance for doubt-
ful accounts of $389 and $310 respectively. 7,536 6,041
Insurance refund receivable................... 574 432
Inventories................................... 366 369
Prepayments................................... 646 571
Total current assets....................... 11,683 7,474
Operating Property, at Cost
Revenue equipment............................. 14,955 13,946
Land.......................................... 2,331 1,420
Structures and improvements................... 5,685 3,973
Other operating property...................... 3,973 3,654
26,944 22,993
Less accumulated depreciation.............. (13,735) (12,275)
Net property & equipment................. 13,209 10,718
Long-Term Obligation Receivable................. 1,203 1,112
Other Assets.................................... 63 156
Discontinued Operations (Note 6)................ -- --
$26,158 $19,460
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Current maturities of long-term debt.......... $ 200 $ 157
Accounts payable.............................. 1,132 1,831
Accrued payroll and fringes................... 4,439 2,527
Claims and insurance accruals................. 156 130
Income tax payable............................ (98) 71
Other accrued expenses........................ 297 286
Total current liabilities.................. 6,126 5,002
Long-Term Debt, Net of Current Maturities....... 2,220 3,501
Shareholders' Equity
Preferred stock with $0.01 par value, author-
ized 1,000,000 shares, none outstanding..... -- --
Common stock with $0.01 par value, authorized
13,000,000 shares, outstanding 7,543,270
shares (Note 5)............................. 75 5,394
Paid-in capital (Note 5)...................... 5,321 --
Retained earnings............................. 12,416 5,563
Total shareholders' equity................. 17,812 10,957
$26,158 $19,460
</TABLE>
[FN]
The accompanying notes to consolidated financial statements
are an integral part of this statement.
<PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
First Quarter
1994 1993
(In Thousands)
<S> <C> <C>
Cash Flows From Operating Activities -
Net income................................... $ 752 $ 335
Adjustments to reconcile net income to net
cash generated in operating activities -
Gain on sale of assets..................... ( 7) ( 1)
Depreciation and amortization.............. 519 513
Net increase (decrease) from change in
other working capital items affecting
operating activities................... (833) (532)
Total adjustments..................... (321) ( 20)
Net Cash Generated (Used)...................... 431 315
Cash Flows from Investing Activities -
Purchase of operating property............... (3,138) (1,215)
Cash Flows from Financing Activities -
Borrowings under Revolving Credit Agree-
ment (Note 4).............................. 800 --
Repayment of Debt............................ ( 240) ( 269)
Net Increase (Decrease) In Cash and
temporary cash investments................... (2,147) (1,169)
Cash and Temporary Cash Investments at
beginning of period.......................... 4,708 1,230
Cash and Temporary Cash Investments
at end of period............................. $ 2,561 $ 61
Cash Paid During the Period for:
Interest..................................... $ 41 $ 70
Income Tax................................... 41 27
</TABLE>
[FN]
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Periods Ended March 31
<CAPTION>
First Quarter
1994 1993
(In Thousands)
<S> <C> <C>
Common Stock -
Balance at beginning and end of period........ $ 75 $ 5,394
Paid-in Capital -
Balance at beginning of period................ $ 5,319 $ --
Issuance of common shares under the Incentive
Stock Plan................................. 2 --
Balance at end of period...................... $ 5,321 $ --
Retained Earnings -
Balance at beginning of period................ $11,664 $ 5,228
Income from continuing operations............. 752 335
Balance at end of period...................... $12,416 $ 5,563
</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
1. Principles of Consolidation
The consolidated financial statements include Anuhco and all of its
subsidiary companies ("the Company"). All significant intercompany accounts
and transactions have been eliminated in consolidation. The condensed
financial statements included herein have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC") and have
not been examined or reviewed by independent public accountants. In the
opinion of management, all adjustments necessary to present fairly the
results of operations have been made.
Pursuant to SEC rules and regulations, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
from these statements unless significant changes have taken place since the
end of the most recent fiscal year. Anuhco believes that the disclosures
contained herein, when read in conjunction with the financial statements and
notes included, or incorporated by reference, in Anuhco's Form 10-K, filed
with the SEC on March 2, 1994, are adequate to make the information presented
not misleading. It is suggested, therefore, that these statements be read in
conjunction with the statements and notes included, or incorporated by
reference, in the aforementioned report on Form 10-K.
2. Income Taxes
During the first quarter of 1993, the Company adopted Statement of
Financial Accounting Standard No. 109, Accounting for Income Taxes ("SFAS
109"). SFAS 109 requires the recognition of deferred tax assets, net of
applicable reserve, related to net operating loss ("NOL") carryforwards and
certain temporary differences. Although the Company has NOL carryforwards
and temporary differences in excess of $35 million, no asset recognition is
provided in these consolidated financial statements, as the realization of
such an asset within the next several years is not reasonably assured based
on the information currently available to the Company. Such an asset may be
recognized in future periods based upon the facts and circumstances at that
time.
3. Profit Sharing
In September 1988, the employees of Crouse Cartage Company ("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 percent of income before income taxes (excluding
extraordinary items and gains or losses on the sale of assets) in return for
a 15 percent reduction in their wages. Plan distributions are made on a
quarterly basis. The Plan was recertified in 1991, and shall continue in
effect at least until a replacement of the Collective Bargaining Agreement is
<PAGE>
reached between Crouse Cartage and its union employees who are members of the
Teamsters Union ("Union"). Crouse Cartage executed an interim agreement with
the Union on April 4, 1994. A final agreement is expected to be negotiated
during the second quarter 1994. Based upon the Union's national standard
agreement currently pending a vote of the Union membership, Crouse Cartage
believes the final agreement will not have a material effect on its financial
position or results of operations. 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 for the period ended March 31, 1994 includes an
accrual for profit sharing costs of $887,921. The accompanying consolidated
statements of income includes profit sharing costs of $887,921.
4. 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 sum of 80 percent of the net depreciated value of
Crouse Cartage's revenue equipment. In May, 1993 the term of this agreement
was extended to July 31, 1995. At March 31, 1994, the outstanding balance on
this revolving line of credit was $800,000.
5. Shareholders' Equity
In accordance with a resolution to amend the Company's Certificate of
Incorporation, duly prepared and adopted at the Company's 1993 Annual
Shareholders' Meeting, the capital stock of the Company was changed from
stock without par value to $0.01 par value per share. 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.
Income per share is based on the average number of common shares
outstanding during each period. The average number of common shares so
computed was 7,542,537 and 7,542,270 for the quarter ending March 31, 1994
and 1993, respectively.
6. Discontinued Operations
Under the provisions of a Joint Plan of Reorganization ("the Joint Plan"),
American Freight System, Inc. ("AFS") is responsible for the continued
resolution of pre-July 11, 1991 creditor claims and conversion of assets
owned before that date. As claims are allowed and sufficient cash is
available, distributions to the creditors and Anuhco will occur.
<PAGE>
To date AFS has achieved more favorable results than were assumed in the
March 21, 1991 disclosure statement relating to the Joint Plan. Such results
are due to favorable (i) settlements of certain claims, (ii) court decisions
and (iii) asset realizations. A revised projection is that total
distributions to Anuhco (including the $7.25 million previously distributed
during 1992, 1993 and 1994) may exceed $10 million, excluding any proceeds
which may result from a judgment against Westinghouse Credit Corporation
("WCC"). 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.
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 Missouri Court of Appeals, Western
District, where the matter continues to pend. A surety bond in support of
such judgment, accrued interest (9% simple interest) and other costs has been
posted by WCC in the amount of $77.9 million.
7. Subsequent Event
On April 29, 1994 AFS made an interim distribution under the Joint Plan at
the rate of 5% of each allowed unsecured claim. Anuhco's participation in
this distribution was $1.25 million, or $0.166 per share. This distribution
will be recorded as Income from Discontinued Operations in the second quarter
ending June 30, 1994.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
<TABLE>
RESULTS OF OPERATIONS
First Quarter, 1994 Compared to First Quarter, 1993
A comparative summary of consolidated operating expenses as a percent of
consolidated operating revenue for the first quarter ended March 31, 1994 and
1993 is:
<CAPTION>
Percent of Operating Revenue
First Quarter Increase
1994 1993 (Decrease)
<S> <C> <C> <C> <C>
Salaries, wages and employee benefits.. 54.2% 54.6% ( .4)%
Operating supplies and expenses........ 12.0 12.6 ( .6)
Operating taxes and licenses........... 3.0 3.1 ( .1)
Insurance and claims................... 2.4 2.3 .1
Depreciation........................... 2.4 2.8 ( .4)
Purchased transportation............... 22.5 22.8 ( .3)
Total operating expenses............ 96.5% 98.2% (1.7)%
</TABLE>
Anuhco's first quarter 1994 consolidated operating revenue and performance
were favorably effected by January 1, 1994 rate increases, improved economic
conditions and improved weather conditions throughout its operating
territory, as compared to the first quarter 1993. Total tonnage of first
quarter shipments increased 11.33% to 200,150 tons; on an increase of 16.77%
in tonnage of shipments of less than 10,000 pounds and an increase of 7.44%
in tonnage of shipments 10,000 pounds and over. For shipments of less than
10,000 pounds average revenue per shipment increased 3.65% to $100.89 and
average weight of shipment increased 1.85% to 1,062 pounds. For shipments of
10,000 pounds and over, average revenue per shipment declined 0.14% to
$640.67 and average weight of shipment decreased 4.99% to 29,606 pounds.
<PAGE>
FINANCIAL CONDITION
The Company's financial condition was strengthened during the first quarter
of 1994. Shareholders' equity increased by $754,000 primarily as a result of
net income from continuing operations. Crouse Cartage borrowed $800,000
under its revolving credit agreement which was utilized in the purchase of
approximately $3.1 million of operating property during the first quarter.
In addition, loan payments from working capital reduced the Company's long-
term debt net of current maturities, by $240,000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
20(a) - Report to Shareholders for the First Quarter, 1994,
dated April 20, 1994, included herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Anuhco, Inc.
Registrant
By: /s/ John P. Bigger
John P. Bigger, President,
Chief Executive Officer, and
Chief Financial Officer
Date: May 11, 1994
<PAGE>
Exhibit 20
Page 1 of 2
ANUHCO, INC.
REPORT TO SHAREHOLDERS
FIRST QUARTER 1994
First quarter 1994 consolidated net income from continuing operations
was $752,000 or $0.100 per share on revenue of $21.2 million, as compared
with first quarter 1993 consolidated net income from continuing operations of
$335,000 or $0.044 per share on revenue of $18.0 million. This increase
reflects a continued improvement in the economy throughout Crouse's operating
territory. Net income showed improvement not only as a result of the
economy, but also reduced interest expense, due to debt reductions. Neither
the first quarter 1994 nor the first quarter 1993 included any income from
discontinued operations. A distribution to Anuhco from discontinued
operations is currently under evaluation by American Freight System but the
timing and amount, if any, has not yet been determined.
Crouse Cartage Company, Anuhco's general commodities motor carrier, had
operating income of $850,000 on revenues of $21.2 million for the first
quarter 1994; as compared to operating income of $452,000 on revenues of
$18.0 million for the first quarter 1993. Crouse Cartage's performance in
1994 was favorably affected by rate increases, better weather and an
improving economy. Crouse Cartage's negotiations with the International
Brotherhood of Teamsters have not been completed. At this time we are not
aware of any reason that the negotiations will not be amicably concluded. As
a result of these ongoing negotiations, we are unable to determine what
economic effect, if any, the new contract would have on the Company. To
date, actions taken against other motor carriers have not had an adverse
effect on Crouse Cartage.
The Missouri Court of Appeals has not issued an opinion on the appeal of
the $70 million judgment which Anuhco and American Freight System hold
against Westinghouse Electric Corporation.
/s/ John P. Bigger, President & CEO /s/ Roy R. Laborde, Chairman
April 20, 1994
<PAGE>
Exhibit 20
Page 2 of 2
<TABLE>
<CAPTION>
UNAUDITED SUMMARY FINANCIAL STATEMENTS
(in thousands, except per share data)
CONSOLIDATED STATEMENTS OF INCOME
First Quarter Ending March 31
1994 1993
<S> <C> <C>
Operating Revenue............................ $21,184 $18,005
Operating Expense............................ 20,442 17,683
Operating Income............................. 742 322
Non-operating Income......................... 10 13
Net Income................................... $ 752 $ 335
Net Income Per Share of Continuing Operations $0.100 $0.044
Average Common Shares Outstanding............ 7,543 7,542
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
03/31/94 12/31/93
ASSETS
<S> <C> <C>
Current Assets............................... $11,683 $12,642
Operating Property (net)..................... 13,209 10,540
Non-Carrier Property and Other Assets........ 1,266 1,302
$26,158 $24,484
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities.......................... $ 6,126 $ 5,566
Long-Term Debt............................... 2,220 1,860
Shareholders' Equity......................... 17,812 17,058
$26,158 $24,484
</TABLE>
9393 W 110th Street Suite 100 Overland Park Kansas 66210
