Form 10-Q/A
Amendment No. 1
UNITED STATES
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, 1995
[ ] 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
7,554,420 shares outstanding
as of April 30, 1995
Form 10-Q/A
Contains 10 pages
</PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Quarter and Year-To-Date Ending March 31, 1995
(In Thousands, Except Per Share Data)
<CAPTION>
First Quarter
1995 1994
(Restated;
See Note 7)
<S> <C> <C>
Operating Revenue........................... $24,632 $21,184
Operating Expense........................... 23,663 20,442
Operating Income............................ 969 742
Nonoperating Income (Expense)
Gain on sale of property and equipment,
net..................................... 20 7
Interest income........................... 612 49
Interest expense.......................... (3) (40)
Other, net................................ 1 ( 6)
Total nonoperating income (expense)..... 630 10
Income from Continuing Operations before
Income Taxes.............................. 1,599 752
Income Tax Provision (Note 2)............... 688 --
Income from Continuing Operations........... 911 752
Income from Discontinued Operations......... 368 --
Net Income.................................. $ 1,279 $ 752
Average Common Shares Outstanding (Note 5).. 7,554 7,543
Net Income Per Share from
Continuing Operations..................... $0.12 $0.10
Net Income Per Share from
Discontinued Operations.................. $0.05 $ --
Net Income Per Share........................ $0.17 $0.10
</TABLE>
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 Dec 31
1995 1994
(In Thousands)
(Restated;
ASSETS See Note 7)
<S> <C> <C>
Current Assets
Cash.......................................... $ 1,945 $11,365
Short term investments........................ 37,244 26,893
Accounts receivable, less allowance for doubt-
ful accounts of $436 and $389 respectively. 9,017 8,675
Insurance refund receivable................... 329 329
Inventories................................... 413 365
Prepayments................................... 775 289
AFS Net Assets (Note 6)....................... 21,463 21,095
Total current assets....................... 71,186 69,011
Operating Property, at Cost
Revenue equipment............................. 16,938 15,939
Land.......................................... 2,810 2,761
Structures and improvements................... 7,215 6,859
Other operating property...................... 4,218 4,097
31,181 29,656
Less accumulated depreciation.............. (15,815) (15,239)
Net property & equipment................. 15,366 14,417
Long-Term Obligation Receivable................. -- 1,270
Other Assets.................................... 116 74
$86,668 $84,772
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Accounts payable.............................. $ 1,044 $ 906
Accrued payroll and fringes................... 5,817 5,775
Claims and insurance accruals................. 275 247
Accrued and current deferred income taxes..... 524 --
Other accrued expenses........................ 301 425
Total current liabilities.................. 7,961 7,353
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 7,554,320
shares (Note 5)............................. 76 76
Paid-in capital............................... 5,348 5,339
Retained earnings............................. 73,283 72,004
Total shareholders' equity................. 78,707 77,419
</TABLE> $86,668 $84,772
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
1995 1994
(In Thousands)
(Restated;
See Note 7)
<S> <C> <C>
Cash Flows From Operating Activities -
Net income................................... $ 1,279 $ 752
Adjustments to reconcile net income to net
cash generated in operating activities -
Gain on sale of assets..................... ( 20) ( 7)
Depreciation and amortization.............. 598 519
Net increase (decrease) from change in
other working capital items affecting
operating activities.................... (268) (833)
Income from discontinued operations........ (368) --
Total adjustments..................... ( 58) (321)
Net Cash Provided (Used) by operating activities 1,221 431
Cash Flows from Investing Activities -
Purchase of operating property............... ( 1,560) (3,138)
Short term investments, net.................. (10,351) --
(11,911) (3,138)
Cash Flows from Financing Activities -
Borrowings under Revolving Credit Agreement
(Note 4)................................... -- 800
Collection of long-term obligation receivable 1,270 --
Repayment of Debt............................ -- ( 240)
1,270 560
Net Increase (Decrease) In Cash and
Temporary Cash Investments................... (9,420) (2,147)
Cash and Temporary Cash Investments at
beginning of period.......................... 11,365 4,708
Cash and Temporary Cash Investments at
end of period................................ $ 1,945 $ 2,561
Cash Paid During the Period for:
Interest..................................... $ -- $ 41
Income Tax................................... 95 41
</TABLE>
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
1995 1994
(In Thousands)
<S> <C> <C>
Common Stock -
Balance at beginning and end of period........ $ 76 $ 75
Paid-in Capital -
Balance at beginning of period................ $ 5,339 $ 5,319
Issuance of common shares under the Incentive
Stock Plan................................. 9 2
Balance at end of period...................... $ 5,348 $ 5,321
Retained Earnings -
Balance at beginning of period................ $72,004 $11,664
Net Income.................................... 1,279 752
Balance at end of period...................... $73,283 $12,416
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
</PAGE>
ANUHCO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(RESTATED)
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 10, 1995, 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
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. At December 31, 1994 the Company had utilized
substantially all of its net operating loss and tax credit
carryforwards, but anticipated the generation of additional tax
attributes during 1995 from the continued winddown of its
subsidiary, American Freight System, Inc. ("AFS") - See Note 6.
The provision for income taxes during the first quarter represents
the estimated tax provision, net of any such additional tax
attributes to be generated by AFS.
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% 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. Plan distributions are made on a quarterly basis.
The Plan was recertified in 1991 and 1994, and shall continue in
effect through March 31, 1998, or until a replacement of the
Collective Bargaining Agreement is reached between the parties,
whichever is the later. The accompanying consolidated balance
sheet for the period ended March 31, 1995 includes an accrual for
profit sharing costs of $1,165,183. The accompanying consolidated
statements of income includes profit sharing costs of $1,165,183.
4. Revolving Credit Agreement
In September 1988, Crouse Cartage entered into a multi-year
credit agreement with a commercial bank which provided for maximum
borrowings equaling the lesser of $2,500,000 or the borrowing base,
as defined in such agreement. In July, 1994 the term of this
agreement was extended to June 30, 1996. There was no outstanding
balance on this revolving line of credit at March 31, 1995.
5. Shareholders' Equity
Income per share is based on the average number of common shares
outstanding during each period. The average number of common
shares so computed was 7,553,561 and 7,542,537 for the quarter
ending March 31, 1995 and 1994, respectively.
6. AFS Net Assets
Under the provisions of a Joint Plan of Reorganization ("the
Joint Plan"), AFS is responsible for the administration of pre-July
12, 1991 creditor claims and conversion of assets owned before that
date. As claims are allowed and cash is available, distributions
to the creditors occur. The Joint Plan also provides for
distributions to Anuhco as unsecured creditor distributions occur
in excess of 50% of allowed claims. Anuhco also receives the full
benefit of any remaining assets of AFS through its ownership of AFS
stock, if unsecured creditors receive distributions, including
interest, equivalent to 130% of their claims.
AFS has made the full payment of all its resolved claims and
liabilities. The remaining AFS net assets are estimated to have
net realizable value of $21.5 million. The primary assets include
over $23 million in cash and deposits and $8 million of
receivables. Gross unresolved claims, primarily related to
workers' compensation insurance coverage, are approximately $10
million.
AFS is in the process of resolving these claims, however until
this process is completed the amount of liabilities cannot be
ascertained. The ultimate resolution of the amounts, validity and
priority of recorded liabilities and other claims is uncertain at
this time. Accordingly, AFS net assets reflect estimated amounts
due on such liabilities and claims.
7. Restatement of Previously Issued Financial Statements
The accompanying financial statements for the quarter ended March
31, 1995 have been restated to reclassify the recognition of
certain tax benefits, related to the AFS Net Assets, from Income
from Continuing Operations to Income from Discontinued Operations,
as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1995
As
As Originally
Restated Reported
(in thousands, except
per share data)
<S> <C> <C>
Income from Continuing Operations
before Income Taxes.................. $ 1,599 $ 1,599
Income Tax Provision................... 688 320
Income from Continuing Operations...... 911 1,279
Income from Discontinued Operations.... 368 --
Net Income............................. $ 1,279 $ 1,279
Net Income per Share from Continuing
Operations........................... $0.12 $0.17
Net Income per Share from Discontinued
Operations........................... $0.05 $ --
Net Income per Share................... $0.17 $0.17
AFS Net Assets......................... $21,463 $21,095
Accrued and Current Deferred
Income Taxes......................... $ 524 $ 156
</TABLE>
In addition, certain amounts in the consolidated balance sheets
and consolidated statements of cash flows have been reclassified to
conform with the financial presentation in 1995.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
First Quarter, 1995 Compared to First Quarter, 1994
A comparative summary of consolidated operating expenses as a
percent of consolidated operating revenue for the first quarter
ended March 31, 1995 and 1994 is:
<TABLE>
<CAPTION>
Percent of Operating Revenue
First Quarter Increase
1995 1994 (Decrease)
<S> <C> <C> <C>
Salaries, wages and employee benefits.. 55.3% 54.2% 1.1%
Operating supplies and expenses........ 12.2 12.0 0.2
Operating taxes and licenses........... 2.8 3.0 (0.2)
Insurance and claims................... 2.3 2.4 (0.1)
Depreciation........................... 2.4 2.4 --
Purchased transportation............... 21.1 22.5 (1.4)
Total operating expenses............ 96.1% 96.5% (0.4)%
</TABLE>
Anuhco's first quarter 1995 consolidated operating revenue and
performance were favorably effected by January 1, 1995 rate
increases and a steady economic environment, as compared to the
first quarter 1994. Total tonnage of first quarter shipments
increased 7.92% to 215,993 tons; on an increase of 18.69% in
tonnage of shipments of less than 10,000 pounds and a decrease of
0.45% in tonnage of shipments 10,000 pounds and over. For
shipments of less than 10,000 pounds average revenue per shipment
increased 3.54% to $104.46 and average weight of shipment increased
3.57% to 1,100 pounds. For shipments of 10,000 pounds and over,
average revenue per shipment declined 0.01% to $636.43 and average
weight of shipment decreased 6.28% to 27,747 pounds.
Anuhco's effective tax rate on continuing operations was 43% for
the first quarter of 1995. No provision was recorded during the
same period of 1994 due to the Company's utilization of certain tax
net operating loss attributes. During the first quarter of 1995,
the Company recognized income from discontinued operations relating
to additional deferred tax benefits.
FINANCIAL CONDITION
The Company's financial condition was strengthened during the
first quarter of 1995. Shareholders' equity increased by
$1,288,000 primarily as a result of net income from operations. In
addition, Crouse Cartage closed on the purchase of operating
property and equipment in excess of $1.5 million without incurring
any long term indebtedness.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
20(a) - Report to Shareholders for the First Quarter, 1995,
dated April 20, 1995 (incorporated by reference
from Exhibit 20(a) to the Quarterly Report on
Form 10-Q for the Quarter Ended March 31, 1995).
27 - Financial Data Schedule.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Anuhco, Inc.
Registrant
By: /s/ Timothy P. O'Neil
Timothy P. O'Neil, President
and Chief Financial Officer
Date: January 8, 1996
</PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM ANUHCO, INC. CONSOLIDATED STATEMENT OF INCOME FOR THE QUARTER ENDED
MARCH 31, 1995 AND CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1995, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000719271
<NAME> ANUHCO, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 1945
<SECURITIES> 37244
<RECEIVABLES> 9017
<ALLOWANCES> 436
<INVENTORY> 413
<CURRENT-ASSETS> 70818
<PP&E> 31181
<DEPRECIATION> 15815
<TOTAL-ASSETS> 86668
<CURRENT-LIABILITIES> 7961
<BONDS> 0
<COMMON> 76
0
0
<OTHER-SE> 78631
<TOTAL-LIABILITY-AND-EQUITY> 86668
<SALES> 0
<TOTAL-REVENUES> 24632
<CGS> 0
<TOTAL-COSTS> 23663
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3
<INCOME-PRETAX> 1599
<INCOME-TAX> 688
<INCOME-CONTINUING> 911
<DISCONTINUED> 368
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1279
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.17
</TABLE>
