SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report - May 31, 1995
ANUHCO, INC.
State of Incorporation - Delaware
Commission File No. - 0-12321
IRS Employer Identification No. - 46-0278762
9393 West 110th Street, Suite 100
Overland Park, Kansas 66210
Telephone Number - (913)-451-2800
</PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 31, 1995, Anuhco, Inc ("Anuhco") completed the acquisition
of all of the issued and outstanding stock of Agency Premium
Resource, Inc. and Subsidiary ("APR"). The purchase price,
together with payments for certain services to be rendered by the
sellers after closing, was approximately $11.5 million. In
addition to the Stock Purchase Agreement by which Anuhco acquired
all of the APR stock, Anuhco entered into a consulting agreement
with Seafield Capital Corporation ("Seafield"), the former majority
shareholder of APR, and an employment agreement with C. Ted
McCarter, APR's president and chief executive officer. Under the
former, Anuhco is entitled to consult with Seafield about APR for
three years. Under the latter, APR is entitled to the continuation
of Mr. McCarter's services as president and chief executive officer
for five years. This transaction will be accounted for as a
purchase. Anuhco utilized a portion of its available cash to
consummate the purchase. Anuhco assumed certain guarantees of the
APR financing arrangements. Such guarantees would have exceeded
$20 million at December 31, 1994. The terms of the acquisition and
the purchase price resulted from negotiations between Anuhco and
the APR shareholders, Seafield and APR's Chief Executive Officer,
C. Ted McCarter.
APR offers premium financing and related services through approved
insurance agencies, primarily throughout the midwestern United
States. Its wholly owned subsidiary, Agency Services, Inc.,
provides motor vehicle report services throughout the same
geographic area.
Anuhco intends for APR to continue its operation as an autonomous
finance company. Existing management will continue, including all
officers, with C. Ted McCarter to continue as Chief Executive
Officer of APR under a five year employment agreement. This
acquisition would provide Anuhco a base from which to grow a
financial services operation. Expansion of the financial services
operation is expected to include continued growth of APR and
possibly the acquisition of units which would complement the
operation of APR. In management's opinion, the acquisition of APR
will not have a dilutive effect on consolidated earnings.
<TABLE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
<CAPTION>
INDEX TO FINANCIAL STATEMENTS
Page
<S> <C> <C>
(a) Historical Financial Statements of Agency Premium
Resource, Inc. and Subsidiary (business acquired)
Condensed Interim Financial Statements (unaudited)
Consolidated Balance Sheet as of March 31, 1995 4
Consolidated Statements of Earnings for the Three
Months Ended March 31, 1995 and 1994 5
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1995 and 1994 6
Notes to Condensed Interim Financial Statements 7
Annual Financial Statements
Report of Independent Public Accountants 8
Consolidated Balance Sheets as of December 31,
1994 and 1993 9
Consolidated Statements of Earnings for the
years ended December 31, 1994 and 1993 10
Consolidated Statements of Cash Flows for the
years ended December 31, 1994 and 1993 11
Consolidated Statements of Stockholders' Equity
for the years ended December 31, 1994 and 1993 12
Notes to Consolidated Financial Statements 13
(b) Condensed Pro Forma Financial Statements (Unaudited)
Description of Pro Forma Financial Statements 19
Condensed Pro Forma Balance Sheet at March 31, 1995 20
Condensed Pro Forma Statement of Earnings for the
year ended December 31, 1994 21
Condensed Pro Forma Statement of Earnings for the
three months ended March 31, 1995 22
Notes to Pro Forma Financial Statements 23
(c) Exhibits
2(a) Plan of Acquisition - Stock Purchase Agreement by and among
Anuhco, Inc., Seafield Capital Corporation, and C. Ted
McCarter, dated May 23, 1995. Incorporated by reference to
Exhibit 2(a) to Current Report on Form 8-K, dated May 31,
1995.
10(a) Material Contract - Consulting and Assignment Agreement by
and between Seafield Capital Corporation and Anuhco, Inc.,
dated May 31, 1995. Incorporated by reference to Exhibit
10(a) to Current Report on Form 8-K, dated May 31, 1995.
</TABLE>
</PAGE>
<TABLE>
AGENCY PREMIUM RESOURCE, INC.
Condensed Balance Sheet
(Unaudited)
(in thousands)
<CAPTION>
ASSETS
March 31, 1995
<S> <C>
Current Assets -
Cash & investments $ 990
Finance receivables 7,511
Other 63
Total Current Assets 8,564
Furniture & Equipment, net 82
Other Assets 158
Total Assets $ 8,804
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities $ 851
Other Liabilities 21
Total Liabilities 872
Shareholders' Equity 7,932
Total Liabilities &
Shareholders' Equity $ 8,804
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of this statement.
</PAGE>
<TABLE>
AGENCY PREMIUM RESOURCE, INC.
Statements of Earnings
Three Months Ended March 31, 1995 and 1994
(Unaudited)
(in thousands)
<CAPTION>
Three Months Ended March 31
1995 1994
<S> <C> <C>
Operating Revenue $ 907 $ 811
Operating Expenses:
Salaries, wages & employee benefits 242 228
Operating supplies & expenses 454 488
Depreciation & amortization 42 32
Total operating expenses 738 748
Operating Income 169 63
Nonoperating Income (Expense) - -
Income Before Income Taxes 169 63
Income Tax Provision 60 24
Net Income $ 109 $ 39
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of this statement.
</PAGE>
<TABLE>
AGENCY PREMIUM RESOURCE, INC.
Condensed Statements of Cash Flows
Three Months Ended March 31, 1995 and 1994
(Unaudited)
(in thousands)
<CAPTION>
Three Months Ended March 31
1995 1994
<S> <C> <C>
Operating Activities
Earnings from continuing operations $ 109 $ 39
Adjustments to reconcile net earnings
to net cash provided (used) by
operating activities:
Depreciation & amortization 42 32
Bad debt expense 39 74
Other, including changes in
working capital (260) 212
Net cash provided (used) by
operating activities ( 70) 357
Investing Activities
Securitization of accounts receivables 1,000 (200)
Additions to accounts receivable (462) (155)
Other ( 10) ( 5)
Net cash provided (used) by
investing activities 528 (360)
Net Increase (Decrease) in Cash
& Investments $ 458 $ ( 3)
</TABLE>
The accompanying notes to condensed financial statements
are an integral part of this statement.
</PAGE>
AGENCY PREMIUM RESOURCE, INC.
Notes to Condensed Financial Statements
(Unaudited)
(1) Condensed Financial Statements:
The condensed financial statements of Agency Premium Resource, Inc.
("APR") 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.
In the opinion of management the disclosures contained herein, when
read in conjunction with the financial statements and notes
included in APR's 1994 audited financial statements filed herewith
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 with those
financial statements.
(2) Acquisition:
APR, a premium finance company, was a majority owned subsidiary
of Seafield Capital Corporation ("Seafield"). On May 23, 1995,
Seafield and the minority shareholder and CEO of APR, C. Ted
McCarter, entered into an agreement for the sale of 100% of the
issued and outstanding shares of common stock of APR to Anuhco,
Inc.
The accompanying financial statements do not reflect the costs
associated with the sale.
</PAGE>
KPMG Peat Marwick LLP
1000 Walnut, Suite 1600
P.O. Box 13127
Kansas City, MO. 64199
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Agency Premium Resource, Inc.
and Subsidiary:
We have audited the accompanying consolidated balance sheets of
Agency Premium Resource, Inc. and subsidiary as of December 31,
1994 and 1993 and the related consolidated statements of earnings,
stockholders' equity and cash flows for the years then ended. 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 audits to obtain reasonable assurance about whether the
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 Agency Premium Resource, Inc. and subsidiary as of
December 31, 1994 and 1993 and the results of their operations and
their cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
February 9, 1995
</PAGE>
<TABLE>
AGENCY PREMIUM RESOURCE, INC.
Consolidated Balance Sheets
December 31, 1994 and 1993
<CAPTION>
Assets 1994 1993
<S> <C> <C>
Current assets:
Accounts receivable, net of allowance for
uncollectible accounts of $210,970 and
$285,814 and unearned interest of
$177,363 and $114,310 in 1994 and 1993
and sold receivables of $23,000,000 and
$19,000,000 in 1994 and 1993 (note 2) $8,088,077 $5,737,732
Short term investments 1,002,245 2,261,399
Prepaid expenses and other 55,312 41,092
Deferred income tax assets (note 5) 89,260 99,448
Total current assets 9,234,894 8,139,671
Furniture and equipment, net of accumulated
depreciation of $184,467 in 1994 and
$151,500 in 1993 59,501 59,143
Capital lease, net of accumulated amortiza-
tion of $5,592 (note 6) 22,366 - -
Deferred transaction costs, net of accumu-
lated amortization of $145,226 in 1994
and $41,156 in 1993 (note 2) 108,782 144,048
Deferred income tax asset (note 5) - - 29,400
$9,425,543 $8,372,262
Liabilities and Stockholders' Equity
Current liabilities:
Bank overdrafts $ 445,125 $ 381,489
Accounts and premiums payable 664,001 399,139
Current income taxes-payable to parent 149,740 85,251
Accrued expenses and other 318,215 213,456
Capital lease - current (note 6) 5,620 - -
Total current liabilities 1,582,701 1,079,335
Capital lease - noncurrent (note 6) 16,062 - -
Deferred income tax liability (note 5) 3,611 - -
Stockholders' equity:
Common stock, $1 stated value, 30,000
shares authorized; 1,500 shares
issued and outstanding 1,500 1,500
Paid-in capital 8,280,341 8,280,341
Accumulated deficit (458,672) (988,914)
Total stockholders' equity 7,823,169 7,292,927
$9,425,543 $8,372,262
</TABLE>
See accompanying notes to consolidated
financial statements.
</PAGE>
<TABLE>
AGENCY PREMIUM RESOURCE, INC.
Consolidated Statements of Earnings
Years ended December 31, 1994 and 1993
<CAPTION>
1994 1993
<S> <C> <C>
Revenues:
Interest income $1,252,487 $1,664,049
Service revenue 1,854,780 1,235,122
Other revenue 582,852 549,318
Total revenues 3,690,119 3,448,489
Expenses:
Salaries and benefits (note 7) 931,311 794,969
Service expense 940,143 614,762
Commissions expense 250,125 206,055
Occupancy 42,161 44,993
Depreciation and amortization 142,678 73,982
Other operating expense 429,570 495,383
Total operating expenses 2,735,988 2,230,144
Bad debt expense 119,622 220,400
Interest expense (notes 3 and 4) 9,587 430,087
Other expenses 14,174 7,238
Total expenses 2,879,371 2,887,869
Earnings before income tax expense 810,748 560,620
Income tax expense (note 5) 280,506 194,220
Net earnings $ 530,242 $ 366,400
</TABLE>
See accompanying notes to consolidated
financial statements.
</PAGE>
<TABLE>
AGENCY PREMIUM RESOURCE, INC.
Consolidated Statements of Cash Flows
Years ended December 31, 1994 and 1993
<CAPTION>
1994 1993
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 530,242 $ 366,400
Adjustments to reconcile net earnings
to net cash used in operating
activities:
Depreciation and amortization 142,678 73,982
Bad debt expense 119,622 220,400
Changes in assets and liabilities:
Income taxes 107,688 (4,993)
Prepaid expenses (14,220) (14,901)
Accounts and premiums payable 264,862 118,577
Accrued expenses and other 104,759 29,133
Net cash provided by
operating activities 1,255,631 788,598
Cash flows from investing activities:
Sale (purchase) short-term investments 1,259,154 (2,261,399)
Securitization of accounts receivable 4,000,000 19,000,000
Capitalization of transaction costs 68,804) (185,204)
Additions to accounts receivable (6,469,967) (6,840,815)
Additions to furniture and equipment (33,556) (19,729)
Proceeds from sale of furniture and
equipment 182 - -
Net cash provided (used) by
investing activities (1,312,991) 9,692,853
Cash flows from financing activities:
Repayment of note payable to bank,net - - (8,340,000)
Repayment of subordinated notes payable
to related parties, net - - (2,000,000)
Payments on capital lease obligation (6,276) - -
Increase(decrease) in bank overdrafts 63,636 (141,451)
Net cash provided (used) by
financing activities 57,360 (10,481,451)
Net increase in cash - - - -
Cash at beginning of year - - - -
Cash at end of year $ - - $ - -
Supplemental disclosure:
Cash paid for interest $ 9,587 $ 478,963
Cash paid to parent and states for
income taxes $ 172,818 $ 198,554
</TABLE>
See accompanying notes to consolidated
financial statements.
</PAGE>
<TABLE>
AGENCY PREMIUM RESOURCE, INC.
Consolidated Statements of Stockholders' Equity
Years ended December 31, 1994 and 1993
<CAPTION>
Common Paid-in Accumulated
stock capital deficit Total
<S> <C> <C> <C> <C>
Balance at
December 31, 1992 $ 1,500 $8,280,341 $(1,355,314) $6,926,527
Net earnings - - 366,400 366,400
Balance at
December 31, 1993 1,500 8,280,341 (988,914) 7,292,927
Net earnings - - 530,242 530,242
Balance at
December 31, 1994 $ 1,500 $8,280,341 $ (458,672) $7,823,169
</TABLE>
See accompanying notes to consolidated financial statements.
</PAGE>
AGENCY PREMIUM RESOURCE, INC.
Notes to Consolidated Financial Statements
December 31, 1994 and 1993
(1) Summary of Significant Accounting Policies
(a) Organization
Agency Premium Resource, Inc., (the Company) a
subsidiary of Seafield Capital Corporation (Seafield),
was formed on January 1, 1989. The Company offers
premium financing and related services through approved
insurance agencies. Agency Services, Inc., a wholly-
owned subsidiary, provides motor vehicle report
services.
(b) Basis of Presentation
The accompanying consolidated financial statements have
been prepared on the accrual basis in conformity with
generally accepted accounting principles. All
significant intercompany transactions have been
eliminated in consolidation.
(c) Furniture and Equipment
Furniture and equipment are stated at cost.
Depreciation of furniture and equipment is provided over
the estimated useful lives of assets (two to ten years)
using the straight-line method.
(d) Income Taxes
The provision for income taxes is based on income
recognized for financial statement purposes and includes
the effects of temporary differences between such income
and that recognized for tax purposes. The operating
results of the Company have been included in
consolidated federal income tax returns with Seafield.
The Company is reimbursed by or pays to Seafield the
current tax benefit or expense as if it filed a separate
return.
(e) Reclassifications
Certain prior year amounts have been reclassified to
conform with the current year presentation.
(2) Securitization of Receivables
In July, 1993, the Company entered into an extendable two-
year agreement whereby it can sell undivided interests in a
designated pool of accounts receivable on an ongoing basis.
The maximum allowable amount of receivables to be sold was
increased by amendment in August 1994 from $22,000,000 to
$30,000,000, subject to voluntary reduction by the seller to
a minimum of $12,000,000. As collections reduce accounts
receivable in the pool, the purchaser permits the Company to
apply such collections to additional purchases up to the
maximum. The Company had securitized receivables of
$23,000,000 at December 31, 1994 and $19,000,000 at December
31, 1993. The net cash proceeds are reported as an investing
activity in the accompanying consolidated statement of cash
flows. The securitized receivables are reflected as sold in
the accompanying consolidated balance sheet. The proceeds
from the initial sale of receivable interests were used to
retire bank debt and subordinated debts to the shareholders
and the Company's Chief Executive Officer.
The Company did not record a gain or loss on the sales as the
costs of receivables sold approximated the proceeds.
Receivables of $2,760,000 and $2,280,000 at December 31, 1994
and 1993, respectively, are subordinated to undivided
interests sold in the event of defaults or delinquencies with
respect to the underlying receivables. A default reserve,
which serves as collateral, is required for the greater of
12% of the accounts receivable sold, or an amount set forth
by a formula based on preceding months' default ratios.
The Company capitalized costs of approximately $69,000 in
1994 and $185,000 in 1993 related to the asset
securitization. These costs are being amortized over a two-
year period, with amortization expense of approximately
$104,000 in 1994 and $41,000 in 1993.
The Company continues to service the securitized receivables
for which it receives a servicing fee. Included in the
service revenue was $822,503 and $543,170 of servicing fees
at December 31, 1994 and 1993, respectively.
(3) Note Payable to Bank
The Company had a $9,000,000 bank line of credit through July
22, 1993 to provide funding for premiums financed. In July,
1993, the Company retired this debt with cash provided from
the securitization of receivables described in note 2.
(4) Related Party Transactions
The Chief Executive Officer owns 5% of the issued and
outstanding shares of common stock of the Company and has
option agreements to purchase an additional 14.9% of the
issued and outstanding shares from Seafield.
In October 1991, Seafield, the majority shareholder, advanced
$2,000,000 to the Company. This advance was subordinate to
the bank debt and carried an interest rate of 5.5%. In
January 1993, Seafield advanced an additional $3,000,000 to
the Company through an amendment to the original agreement.
The Company also borrowed $700,000 from its Chief Executive
Officer in the form of a thirty-day renewable note payable.
In July 1993, the Company retired these debts with cash
provided from the securitization of receivables described in
note 2.
The Company had an open line of credit with Seafield in the
amount of $5,000,000. During 1994, there were draws made on
this line of credit by the Company and all were repaid prior
to year-end. During 1993, there were no draws on this line
of credit.
Interest expense on related party transactions was $8,026 and
$167,641 for 1994 and 1993, respectively.
The Chief Executive Officer purchased approximately $192,000
in receivables from the Company in 1993 at their unpaid
balance. In June 1994, the Company received a settlement
from an insurance company and a portion of the settlement
funds were used to repurchase the $192,000 in receivables
from the Chief Executive Officer.
(5) Income Taxes
Income tax expense (benefit) consists of the following:
<TABLE>
<CAPTION>
1994 1993
Current Deferred Total Current Deferred Total
<S> <C> <C> <C> <C> <C> <C>
Federal $231,902 $47,724 $279,626 $195,755 $(3,814) $191,941
State 5,405 (4,525) 880 2,592 (313) 2,279
$237,307 $43,199 $280,506 $198,347 $(4,127) $194,220
</TABLE>
Income tax expense approximates the amounts computed by
applying the U. S. federal income tax rate of 34% to earnings
before income taxes.
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred
tax liabilities at December 31, 1994 and 1993 are presented
below:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Deferred tax assets:
Accounts receivable, due to the allow-
ance for uncollectible accounts $81,963 $116,984
Accrued expenses 6,462 28,646
Furniture and equipment, due to
differences in depreciation for
book and tax purposes - - (11,584)
Other 835 9,310
State net operating loss carryforwards 6,881 50,016
Total gross deferred tax assets 96,141 193,372
Less valuation allowance 6,881 64,524
$89,260 $128,848
Deferred tax liabilities:
Furniture and equipment, due to
differences in depreciation for
book and tax purposes $ 3,345 $ - -
Other 266 - -
$ 3,611 $ - -
</TABLE>
The valuation allowance for deferred tax assets as of January
1, 1993 was $104,081. The decrease in the total valuation
allowance for the years ended December 31, 1994 and 1993 was
$57,643 and $39,557, respectively. The decrease each year in
the valuation allowance is primarily attributed to the
utilization of state net operating loss carryforwards.
At December 31, 1994, the Company has net operating loss
carryforwards for state income tax purposes of $116,411 which
are available to offset future state taxable income, if any,
through 2005.
(6) Commitments
Total rent expense was $50,904 and $52,766 in 1994 and 1993,
respectively. The Company is obligated under certain
noncancelable rental agreements which terminate through July
1996. The minimum future payments under these agreements are
as follows:
<TABLE>
<CAPTION>
Year Amount
<S> <C>
1995 $50,234
1996 23,347
</TABLE>
In January 1994, the Company entered into a noncancelable
capital lease payable in thirty monthly installments of $580
and a final payment of $12,722. Amortization expense related
to the capitalized asset was $5,592 in 1994.
(7) Retirement Plans
The Company is a member of the Seafield Capital Corporation
401(k) Savings Plan and Trust (401(k) Plan) and the Seafield
Capital Corporation Money Purchase Pension Plan (Pension
Plan), both of which are defined contribution plans. All
full-time employees who have worked 500 hours within the
first six months of employment are eligible to participate in
the Plans.
Participants in the 401(k) Plan may contribute 2% to 10% of
annual compensation. The Company contributes for each
participant an amount equal to 50% of the participant's
contribution up to 10% of annual compensation. A participant
is immediately fully vested with respect to the participant's
contributions and the Company contributions vest over five
years. Participant contributions are invested by the
Trustees of the Plan at the direction of the participants in
one or more of six investment funds, one of which is a
Seafield Stock Fund. The matching contributions made by the
Company were $19,439 and $16,990 in 1994 and 1993,
respectively.
Under the Pension Plan, the Company contributes 7% of each
eligible participant's annual compensation up to the social
security wage base plus 12.7% for any excess up to the salary
limits of $150,000 for 1994 and $235,840 for 1993.
Participants become 100% vested after five years of service,
normal retirement at age sixty-five or in the event of
disability or death while employed by the Company.
Provisions for contributions to the Pension Plan by the
Company were $50,251 and $37,755 in 1994 and 1993,
respectively.
Implementation of Financial Accounting Standards Board
Statement No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions", did not have an impact on the
Company's financial condition or results of operations.
</PAGE>
ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
Description of Condensed Pro Forma
Financial Statements
On May 31, 1995, Anuhco, Inc. ("Anuhco") completed the acquisition
of all of the issued and outstanding stock of Agency Premium
Resource, Inc. and Subsidiary ("APR"). The purchase price,
together with payment for certain services to be rendered by the
sellers after closing, will be approximately $11.5 million. This
transaction will be accounted for as a purchase.
The entities involved in the pro forma financial statements are
Anuhco, the Registrant, and APR. Anuhco's and APR's normal fiscal
year is a calendar year ending December 31.
The pro forma balance sheet was prepared using the historical
balance sheets of Anuhco and APR as of March 31, 1995. Anuhco
previously reported its information on Form 10-Q.
The fiscal year ending December 31, 1994 and three months ending
March 31, 1995, pro forma income statements were prepared using the
historical income statements of Anuhco and APR for the year ended
December 31, 1994, and the three months ended March 31, 1995,
Anuhco's historical information having been previously reported on
Form 10-K and Form 10-Q, respectively.
</PAGE>
<TABLE>
ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
Condensed Pro Forma Balance Sheet
as of March 31, 1995
(Unaudited)
(in thousands)
<CAPTION>
Historical Pro Forma Pro Forma
Anuhco APR Combined Adjustments Combined
<S> <C> <C> <C> <C> <C>
Current Assets -
Cash & investments $39,189 $ 990 $40,179 $(11,500)(1)$28,679
Finance receivables - 7,511 7,511 - 7,511
Other receivables 9,346 - 9,346 - 9,346
AFS net assets 21,095 - 21,095 - 21,095
Other 1,188 63 1,251 - 1,251
Total Current 70,818 8,564 79,382 (11,500) 67,882
Property/Equipment 15,366 82 15,448 - 15,448
Intangibles - - - 3,568(1) 3,568
Other Assets 116 158 274 - 274
Total Assets $86,300 $8,804 $95,104 $ (7,932) $87,172
Current Liabilities $ 7,593 $ 851 $ 8,444 $ - $ 8,444
Other Liabilities - 21 21 - 21
Total Liabilities 7,593 872 8,465 - 8,465
Shareholders' Equity 78,707 7,932 86,639 (7,932)(1) 78,707
Total Liabilities
& Shareholders'
Equity $86,300 $8,804 $95,104 $ (7,932) $87,177
</TABLE>
This pro forma balance sheet should be read in conjunction
with the related Description and Notes to Condensed Pro Forma
Financial Statements and the Registrant's financial
statements contained in its Form 10-Q and Form 10-K filings
with the Commission.
</PAGE>
<TABLE>
ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
Condensed Pro Forma Statement of Income
For the year ended December 31, 1994
(Unaudited)
(in thousands, except per share amounts)
<CAPTION>
ProForma
Historical Adjust ProForma
Anuhco APR Combined ments Combined
<S> <C> <C> <C> <C> <C>
Operating Revenue $95,772 $3,690 $99,462 $ - $99,462
Operating Expenses
Salaries, wages &
employee benefits 51,732 931 52,663 - 52,663
Operating supplies
& expenses 10,869 1,781 12,650 - 12,650
Operating taxes &
licenses 2,597 - 2,597 - 2,597
Insurance & claims 2,209 - 2,209 - 2,209
Depreciation &
amortization 2,315 143 2,458 350(1) 2,808
Purchased transpor-
tation & rents 20,829 - 20,829 - 20,829
Total operating
expenses 90,551 2,855 93,406 350 93,756
Operating Income 5,221 835 6,056 (350) 5,706
Nonoperating
Income (Expense) 274 (25) 249 - 249
Income Before
Income Taxes 5,495 810 6,305 (350) 5,955
Income Tax Provision - 280 280 (80)(1) 200
Net Income $ 5,495 $ 530 $ 6,025 $(270) $ 5,755
Average Common
Shares Outstanding 7,545 7,545
Net Income Per Share $0.73 $0.76
</TABLE>
This pro forma statement of income should be read in
conjunction with the related Description and Notes to
Condensed Pro Forma Financial Statements and the Registrant's
financial statements contained in its Form 10-Q and Form 10-K
filings with the Commission.
</PAGE>
<TABLE>
ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
Condensed Pro Forma Statement of Income
For the three months ended March 31, 1995
(Unaudited)
(in thousands, except per share amounts)
<CAPTION>
ProForma
Historical Adjust ProForma
Anuhco APR Combined ments Combined
<S> <C> <C> <C> <C> <C>
Operating Revenue $24,632 $ 907 $25,539 $ - $25,539
Operating Expenses
Salaries, wages &
employee benefits 13,627 242 13,869 - 13,869
Operating supplies
& expenses 2,999 454 3,453 - 3,453
Operating taxes &
licenses 677 - 677 - 677
Insurance & claims 569 - 569 - 569
Depreciation &
amortization 598 42 640 88(1) 728
Purchased transpor-
tation & rents 5,193 - 5,193 - 5,193
Total operating
expenses 23,663 738 24,401 88 24,489
Operating Income 969 169 1,138 (88) 1,050
Nonoperating
Income (Expense) 630 - 630 - 630
Income Before
Income Taxes 1,599 169 1,768 (88) 1,680
Income Tax Provision 320 60 380 (20)(1) 360
Net Income $ 1,279 $ 109 $ 1,388 $(68) $ 1,320
Average Common
Shares Outstanding 7,554 7,554
Net Income Per Share $0.169 $0.175
</TABLE>
This pro forma statement of income should be read in
conjunction with the related Description and Notes to
Condensed Pro Forma Financial Statements and the Registrant's
financial statements contained in its Form 10-Q and Form 10-K
filings with the Commission.
</PAGE>
ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
Notes to Pro Forma Financial Statements
(dollars in thousands)
1. These Notes to Pro Forma Financial Statements are not
intended to disclose all data of significance relative to the
historical financial statements of the entities. The Notes
and the related Pro Forma Financial Statements should be read
in conjunction with the historical interim and annual
financial statements of Anuhco, Inc. ("Anuhco") filed with
the Commission on Forms 10-Q and 10-K. Anuhco knows of no
material non-reoccuring credits or charges from the
acquisition of Agency Premium Resource, Inc. ("APR") from
Seafield Capital Corporation ("Seafield") and C. Ted McCarter
that will be included in Anuhco's statement of income
subsequent to May 31, 1995 (the date of acquisition).
2. Pro Forma balance sheet adjustments.
See Description of Condensed Pro Forma Financial Statements
for a description of the historical balance sheets used to
prepare the Condensed Pro Forma Balance Sheet. The following
descriptions correspond to the numbering of the adjustments
set forth on the Condensed Pro Forma Balance Sheet.
(1) To record acquisition as follows:
<TABLE>
<CAPTION>
<S> <C>
Anuhco cash payment to APR shareholders $11,500
Shareholders' equity acquired 7,932
Intangibles acquired, including goodwill $ 3,568
</TABLE>
3. Pro Forma income statement adjustments.
See Description of Condensed Pro Forma Financial Statements
for a description of the historical income statements used to
prepare the Condensed Pro Forma Income Statements. The
following descriptions correspond to the numbering of the
adjustments and eliminations set forth on the Condensed Pro
Forma Income Statements.
<TABLE>
<CAPTION>
Dec 31 Mar 31
1994 1995
<S> <C> <C> <C>
(1) Amortization of intangibles, including
goodwill, arising in acquisition
(see note 2, above) $ 350 $ 88
(2) Income tax benefit of Pro Forma net
adjustments to income before income taxes $ (80) $(20)
</TABLE>
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
ANUHCO, INC.
By: /s/ Timothy P. O'Neil
Timothy P. O'Neil, President &
Chief Financial Officer
Date: July 21, 1995
</PAGE>
