Form 10-Q/A
Amendment No. 2
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 June 30, 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
7,509,670 shares outstanding
as of August 9, 1995
Form 10-Q/A
Contains 17 pages
</PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Periods Ended June 30
(In Thousands, Except Per Share Data)
<CAPTION>
Second Quarter Six Months
1995 1994 1995 1994
(Restated; (Restated;
See Note 8) See Note 8)
<S> <C> <C> <C> <C>
Operating Revenue......................... $24,569 $25,174 $49,200 $46,357
Operating Expenses........................ 24,086 23,330 47,748 43,778
Operating Income.......................... 483 1,844 1,452 2,579
Nonoperating Income (Expense)
Interest income......................... 546 63 1,158 112
Interest expense........................ ( 63) ( 39) ( 66) ( 79)
Gain on sale of property and
equipment, net........................ 22 7 42 14
Other, net.............................. -- -- 1 1
Total nonoperating income (expense)... 505 31 1,135 48
Income from Continuing Operations
before Income Taxes..................... 988 1,875 2,587 2,627
Income Tax Provision (Note 2)............. 425 -- 1,113 --
Income from Continuing Operations......... 563 1,875 1,474 2,627
Income from Discontinued Operations
(Note 6)................................ 227 1,250 595 1,250
Net Income................................ $ 790 $ 3,125 $ 2,069 $ 3,877
Average Common Shares Outstanding (Note 5) 7,555 7,543 7,554 7,543
Net Income Per Share from Continuing
Operations............................. $0.07 $0.25 $0.19 $0.35
Net Income Per Share from Discontinued
Operations............................. $0.03 $0.16 $0.08 $0.16
Net Income Per Share...................... $0.10 $0.41 $0.27 $0.51
</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>
June 30 Dec. 31
1995 1994
(In Thousands)
(Restated;
ASSETS See Note 8)
<S> <C> <C>
Current Assets
Cash and temporary cash investments........... $ 3,724 $11,365
Short term investments........................ 30,834 26,893
Freight accounts receivable, less allowance
for doubtful accounts of $447 and $389,
respectively............................... 8,963 8,675
Finance accounts receivable, less allowance
for doubtful accounts of $226.............. 8,276 --
Other current assets.......................... 1,232 983
AFS Net Assets (Note 6)....................... 14,908 21,095
Total current assets....................... 67,937 69,011
Operating Property, at Cost
Revenue equipment............................. 18,756 15,939
Land.......................................... 2,826 2,761
Structures and improvements................... 7,408 6,859
Other operating property...................... 4,592 4,097
33,582 29,656
Less accumulated depreciation.............. (16,525) (15,239)
Net operating property................... 17,057 14,417
Long-Term Obligation Receivable................. -- 1,270
Intangibles and Other Assets (Note 7)........... 3,391 74
$88,385 $84,772
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Accounts payable.............................. $ 957 $ 906
Accrued payroll and fringes................... 5,744 5,775
Claims and insurance accruals................. 304 247
Accrued and current deferred income taxes..... 965 --
Other accrued expenses........................ 909 425
Total current liabilities.................. 8,879 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 7,557,070 and
7,552,920 shares, respectively (Note 5)..... 76 76
Paid-in capital............................... 5,357 5,339
Retained earnings............................. 74,073 72,004
Total shareholders' equity................. 79,506 77,419
$88,385 $84,772
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
</PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the First Six Months Ended June 30
<CAPTION>
1995 1994
(In Thousands)
(Restated;
See Note 8)
<S> <C> <C>
Cash Flows From Operating Activities -
Net income................................... $ 2,069 $ 3,877
Adjustments to reconcile net income to net
cash provided by operating activities -
Gain on sale of assets..................... ( 42) ( 14)
Depreciation and amortization.............. 1,335 1,112
Provision for doubtful accounts receivable. 109 --
Net increase (decrease) from change in
other working capital items affecting
operating activities.................... 345 ( 289)
Income from discontinued
operations (Note 6)..................... (595) (1,250)
Net Cash Provided(Used) by operating activities 3,221 3,436
Cash Flows from Investing Activities -
Proceeds from discontinued operations
(Note 6)................................... 6,782 1,250
Purchase of finance subsidiary and related
software/service agreement................. (11,216) --
Purchase of operating property............... ( 3,772) (4,627)
Short-term investments, net.................. ( 3,941) (1,000)
(12,147) (4,377)
Cash Flows from Financing Activities -
Repayment of debt............................ -- ( 560)
Collection of long-term obligation receivable 1,270 --
Other........................................ 15 --
1,285 ( 560)
Net Increase (Decrease) In Cash and
Temporary Cash Investments................... ( 7,641) (1,501)
Cash and Temporary Cash Investments at
beginning of period.......................... 11,365 4,708
Cash and Temporary Cash Investments
at end of period............................. $ 3,724 $ 3,207
Cash Paid During the Period for:
Interest..................................... $ -- $ 79
Income Taxes................................. 97 43
</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 June 30
<CAPTION>
Second Quarter Six Months
1995 1994 1995 1994
(In Thousands)
<S> <C> <C> <C> <C>
Common Stock -
Balance at beginning and end of
period.............................. $ 76 $ 75 $ 76 $ 75
Paid-in Capital -
Balance at beginning of period........ $ 5,348 $ 5,321 $ 5,339 $ 5,319
Issuance of common shares under the
Incentive Stock Plan................ 9 1 18 3
Balance at end of period.............. $ 5,357 $ 5,322 $ 5,357 $ 5,322
Retained Earnings -
Balance at beginning of period........ $73,283 $12,416 $72,004 $11,664
Net Income............................ 790 3,125 2,069 3,877
Balance at end of period.............. $74,073 $15,541 $74,073 $15,541
</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 second quarter and first
six months 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"); a wholly owned subsidiary of Anuhco, 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 at least
through March 31, 1998, or until a replacement of the Collective
Bargaining Agreement is reached between the parties, whichever is
later. The accompanying consolidated balance sheet for the period
ended June 30, 1995 includes an accrual for profit sharing costs of
$1,021,507. The accompanying consolidated statements of income
include profit sharing costs of $1,021,507 and $2,186,690 for the
second quarter and six months of 1995, respectively.
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 June 30, 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 7,555,234 and 7,554,424 for the quarter and
year to date periods ending June 30, 1995, respectively, and
7,543,470 and 7,543,006 for the quarter and year to date periods
ending June 30, 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 full payment of all its resolved claims and
liabilities. In June 1995, AFS paid an additional dividend of $6.8
million to Anuhco. The remaining AFS net assets are estimated to
have net realizable value of $14.9 million. The primary assets
include over $14 million in cash and deposits and $4 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. Acquisition of Premium Finance Subsidiary
On May 31, 1995, 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 regarding 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 was accounted for as a purchase. Anuhco utilized
a portion of its available cash to consummate the purchase. 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.
In connection with the purchase of APR, Anuhco recorded goodwill
of $2.3 million, which will be amortized on the straight-line basis
over 15 years, and a software and service agreement of $1.0
million, which will be amortized over 5 years.
APR has an agreement with a financial institution whereby it can
sell undivided interests in a designated pool of accounts
receivable, up to a maximum of $30 million, on an ongoing basis.
Anuhco has assumed certain guarantees of the securitized
receivables, $21.5 million as of June 30, 1995. The securitized
receivables are reflected as sold and therefore not included in the
accompanying consolidated balance sheet.
The following reflects the operating results of Anuhco for the
second quarter and six months ended June 30, 1995 and 1994,
assuming the acquisition occurred as of the beginning of each of
the respective periods:
<TABLE>
Pro Forma Operating Results
(Unaudited)
(in thousands, except per share data)
<CAPTION>
Second Quarter Six Months
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Operating Revenue....... $25,247 $26,279 $50,785 $48,273
Income from Continuing
Operations............ 616 1,777 1,573 2,505
Income from Discontinued
Operations............ 227 1,250 595 1,250
Net Income.............. $ 843 $ 3,027 $ 2,168 $ 3,755
Net Income Per Share:
Continuing Operations.. $0.08 $0.24 $0.21 $0.33
Discontinued Operations 0.03 0.16 0.08 0.16
Total................. $0.11 $0.40 0.29 $0.49
</TABLE>
The pro forma results of operations are not necessarily
indicative of the actual results that would have been obtained had
the acquisition been made at the beginning of the respective
periods, or of results which may occur in the future.
8. Restatement of Previously Issued Financial Statements
The accompanying financial statements for the quarter and six
months ended June 30, 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>
For the Periods Ended June 30, 1995
Second Quarter Six Months
As As
As Originally As Originally
Restated Reported Restated Reported
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Income from Continuing Operations
before Income Taxes............. $ 988 $ 988 $ 2,587 $ 2,587
Income Tax Provision............. 425 198 1,113 518
Income from Continuing Operations 563 790 1,474 2,069
Income from Discontinued
Operations...................... 227 -- 595 --
Net Income....................... $ 790 $ 790 $ 2,069 $ 2,069
Net Income per Share from
Continuing Operations........... $0.07 $0.10 $0.19 $0.27
Net Income per Share from
Discontinued Operations......... $0.03 $ -- $0.08 $ --
Net Income per Share............. $0.10 $0.10 $0.27 $0.27
AFS Net Assets................... $14,908 $14,313
Accrued and Current Deferred
Income Taxes.................... $ 965 $ 370
</TABLE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
Second quarter and six months ended June 30, 1995 compared to the
second quarter and six months ended June 30, 1994.
With the acquisition of APR on May 31, 1995, Anuhco now operates
in two distinct industries; transportation, through its subsidiary,
Crouse Cartage; and insurance premium finance, through its
subsidiary, APR.
Transportation - A comparative summary of transportation operating
expenses as a percent of transportation operating revenue follows:
<TABLE>
<CAPTION>
Percent of Operating Revenue
Second Quarter Six Months
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Salaries, wages and
employee benefits.......... 55.6% 53.6 55.3% 53.8%
Operating supplies
and expenses............... 11.1 10.2 11.6 10.9
Operating taxes
and licenses............... 2.7 2.6 2.7 2.7
Insurance and claims........ 2.3 2.2 2.2 2.3
Depreciation................ 2.7 2.4 2.6 2.4
Purchased transportation.... 21.7 21.3 21.4 21.9
Total operating expenses.... 96.1% 92.3% 95.8% 94.0%
</TABLE>
Operating Revenue - The changes in transportation operating revenue
are summarized in the following table (in thousands):
<TABLE>
<CAPTION>
Qtr 2 1995 Six Months 1995
vs. vs.
Qtr 2 1994 Six Months 1994
<S> <C> <C>
Increase (decrease) from:
Less-than-truckload shipments $ (919) $ 1,652
Less-than-truckload revenue
per shipment............... (117) 491
Truckload revenues........... 100 369
Net increase (decrease).... $ (936) $ 2,512
</TABLE>
Less-than-truckload ("LTL") operating revenues fell by 5.2% in
the second quarter of 1995 as compared to the same period of 1994.
This decline for the current quarter is in comparison to the record
quarter achieved by Crouse Cartage in 1994 due to the teamsters
union strike against certain competitors and the closing of a
regional competitor. During the second quarter of 1994, Crouse
Cartage's freight volumes rose over 30%, compared to the same
period of 1993, with minimal rate discounting due to the shortage
of capacity within the industry. While Crouse Cartage has
maintained a substantial portion of the additional freight volumes,
LTL tonnage fell 3.4% in the second quarter of 1995. The trucking
industry, including Crouse Cartage, was adversely impacted by the
softening of the economy and competitive market pressures on
freight rates during the second quarter of 1995.
LTL operating revenues rose 5.9% in the six months ended June 30,
1995, as compared to the six months ended June 30, 1994. This was
the net result of the continuation of the post-strike impacts
during the first quarter of 1995 in comparison to the pre-strike
first quarter of 1994 and the relative decline in second quarter
1995 revenues discussed above. Total LTL tonnage was 6.7% higher
for the six months of 1995.
Truckload operating revenues rose 1.9% and 3.6%, respectively,
for the second quarter and six months of 1995, on increased numbers
of TL shipments hauled of 1.2% and 3.6%, respectively. A 0.7%
improvement in TL revenue per shipment in the second quarter of
1995 added to the volume increase in that period.
Operating Expenses - Crouse Cartage's operating expenses as a
percentage of operating revenue, or operating ratio, rose from
92.3% to 96.1%, for the second quarter, and from 94.0% to 95.8%,
for the six months of 1994 and 1995, respectively. These increases
are primarily the result of higher salaries, wages and employee
benefits costs caused by; (1) a contractual increase in wages
effective April 1, 1995, and (2) contractual increase as a
percentage of union scale for those additional employees hired to
handle the increased freight volumes during and after the April,
1994 teamsters strike. Operating supplies and expenses also
increased as a percentage of operating revenue for the second
quarter and six months of 1995 as compared to the same periods of
1994, primarily due to higher fuel costs.
Premium Finance - The operating results of APR for the month of
June 1995 are included in the second quarter and six months 1995
operating results. During the month of June 1995, APR financed
$5.2 million in insurance premiums. APR's operating results were
not material to Anuhco's consolidated operating revenue or net
income for the second quarter or six months ended June 30, 1995.
In connection with the acquisition of APR, Anuhco recorded one-
time expenses of approximately $300,000.
Other - As a result of its strong cash position, Anuhco recorded
substantial increases in interest income for the second quarter and
six months ended June 30, 1995, from the corresponding periods of
1994. Anuhco's effective tax rate for the second quarter and six
months of 1995 was 43%. No provision was recorded during those
periods of 1994 due to the company's utilization of certain tax net
operating loss attributes. During the second quarter and six
months of 1995, the Company recognized income from discontinued
operations relating to additional deferred tax benefits.
FINANCIAL CONDITION
The Company's financial condition remained strong at June 30,
1995 with no debt and over $34 million in cash and investments at
the Anuhco level, as well as over $14 million in cash and
investments included in the net assets of AFS. In June 1995, AFS
paid a dividend of $6.8 million to Anuhco. During the second
quarter of 1995 Anuhco completed the acquisition of APR and related
software and services using $11.5 million in available funds. In
addition, during the first six months of 1995, Crouse Cartage has
purchased $3.8 million of operating property and equipment, without
incurring any long term indebtedness.
In connection with the acquisition of APR, the Company became the
guarantor of an agreement under which APR sells undivided interests
in a designated pool of accounts receivable on an ongoing basis.
The maximum allowable receivables to be sold under this agreement
is $30 million and a total of $21.5 million of such receivables had
been securitized as of June 30, 1995. This agreement has been
extended by amendment to September 30, 1995. The Company has
pledged $22.8 million of short-term investments to provide
additional security to the receivable purchaser until a replacement
financing arrangement is obtained. The Company is currently
negotiating a replacement credit facility which it expects to close
under similar terms. The Company has sufficient available cash
and investments to finance APR's operations, even if an acceptable
financing arrangement is not closed prior to the termination of the
current arrangement.
On June 26, 1995, the Company adopted a program to repurchase up
to 10% of its outstanding shares of common stock. This program was
activated in July 1995 and is being funded from available cash and
investments.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings Reference is made to Item 3 of the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1994.
Item 2. Changes in Securities None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders
(a) Annual Meeting of Shareholders was held on May 23, 1995.
(b) The board of directors previously reported to the Commission
was re-elected in its entirety.
(c) The matters voted upon at the Annual Meeting were as follows:
(1) All seven nominees for director were re-elected as
follows:
<TABLE>
<CAPTION>
Shares Voted
Nominee For Withheld
<S> <C> <C>
Joe J. Brown 5,623,008 184,899
William D. Cox 5,739,757 68,150
Lawrence D. ("Larry") Crouse 5,739,035 68,872
Donald M. Gamet 5,734,938 72,969
Roy R. Laborde 5,739,758 68,149
Eleanor Brantley Schwartz 5,736,508 71,399
Walter P. Walker 5,738,036 69,871
</TABLE>
(2) The selection of Arthur Andersen, LLP, as independent
public accountants was ratified with 5,633,206 shares
voting for, 46,979 shares voting against, 37,017 shares
abstaining and 90,705 shares not voted by brokers.
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2(a) Stock Purchase Agreement dated May 23, 1995 by
and among Anuhco, Inc., Seafield Capital
Corporation and C. Ted McCarter.
10(a) Consulting and Assignment Agreement dated May 31,
1995 by and between Seafield Capital Corporation
and Anuhco, Inc.
10(b)(i) Receivables Purchase Agreement by and among
Agency Premium Resource, Inc., Seafield Capital
Corporation and Continental Bank N.A. dated July
16, 1993.
10(b)(ii) First Amendment to Receivables Purchase Agreement
by and among Agency Premium Resource, Inc.,
Seafield Capital Corporation and Continental Bank
N.A. dated September 15, 1993.
10(b)(iii) Second Amendment to Receivables Purchase
Agreement by and among Agency Premium Resource,
Inc., Seafield Capital Corporation and
Continental Bank N.A. dated August 29, 1994.
10(b)(iv) Third Amendment to Receivables Purchase Agreement
and Assumption Agreement by and among Agency
Premium Resource, Inc., Seafield Capital
Corporation, Anuhco, Inc. and Bank of America
Illinois dated May 31, 1995.
19(a) Report to Shareholders for the Second Quarter,
1995, dated August 10, 1995.
27 Financial Data Schedule
(b) Reports on Form 8-K
(1) A Current Report on Form 8-K, dated May 23, 1995, was
filed on May 23, 1995 to report the execution of
definitive agreements for the acquisition of all of the
outstanding stock of Agency Premium Resource, Inc.
and Subsidiary.
(2) A Current Report on Form 8-K, dated May 31, 1995, was
filed on June 15, 1995 to report the completion of the
acquisition of all of the outstanding stock of Agency
Premium Resource, Inc. and Subsidiary.
(3) Amendment Number 1 to Current Report on Form 8-K, dated
May 31, 1995, was filed on July 21, 1995 to report the
completion of the acquisition of all of the outstanding
stock of Agency Premium Resource, Inc. and Subsidiary.
The financial statements filed were as follows:
I. 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
Consolidated Statements of Earnings for the Three
Months Ended March 31, 1995 and 1994
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1995 and 1994
Notes to Condensed Interim Financial Statements
Annual Financial Statements -
Report for KPMG Peat Marwick LLP, dated February 9,
1995
Consolidated Balance Sheets as of December 31, 1994
and 1993
Consolidated Statements of Earnings for the years
ended December 31, 1994 and 1993
Consolidated Statements of Cash Flows for the years
ended December 31, 1994 and 1993
Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1994 and 1993
Notes to Consolidated Financial Statements
II. Condensed Pro Forma Financial Statements of Anuhco,
Inc. and Agency Premium Resource, Inc. (Unaudited)
Description of Pro Forma Financial Statements
Condensed Pro Forma Balance Sheet at March 31, 1995
Condensed Pro Forma Statement of Earnings for the
year ended December 31, 1994
Condensed Pro Forma Statement of Earnings for the
three months ended March 31, 1995
Notes to Pro Forma Financial Statements
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 12, 1996
EXHIBIT INDEX
Assigned
Exhibit
Number Description of Exhibit
2(a) Stock Purchase Agreement dated May 23, 1995 by and among
Anuhco, Inc., Seafield Capital Corporation and C. Ted
McCarter (incorporated by reference from Exhibit 2(a) to the
Current Report on Form 8-K dated May 31, 1995 filed by the
Company with the Commission).
10(a) Consulting and Assignment Agreement dated May 31, 1995 by and
between Seafield Capital Corporation and Anuhco, Inc.
(incorporated by reference from Exhibit 10(a) to the Current
Report on Form 8-K dated May 31, 1995 filed by the Company
with the Commission).
10(b)(i) Receivables Purchase Agreement by and among Agency Premium
Resource, Inc., Seafield Capital Corporation and Continental
Bank N.A. dated July 16, 1993. (incorporated by reference
from Exhibit 10(b)(i) to the Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 1995).
10(b)(ii) First Amendment to Receivables Purchase Agreement by and
among Agency Premium Resource, Inc., Seafield Capital
Corporation and Continental Bank N.A. dated September 15,
1993 (incorporated by reference from Exhibit 10(b)(ii) to the
Quarterly Report on Form 10-Q for the Quarter Ended June 30,
1995).
10(b)(iii) Second Amendment to Receivables Purchase Agreement by and
among Agency Premium Resource, Inc., Seafield Capital
Corporation and Continental Bank N.A. dated August 29, 1994
(incorporated by reference from Exhibit 10(b)(iii) to the
Quarterly Report on Form 10-Q for the Quarter Ended June 30,
1995).
10(b)(iv) Third Amendment to Receivables Purchase Agreement and
Assumption Agreement by and among Agency Premium Resource,
Inc., Seafield Capital Corporation, Anuhco, Inc. and Bank of
America Illinois dated May 31, 1995 (incorporated by
reference from Exhibit 10(b)(iv) to the Quarterly Report on
Form 10-Q for the Quarter Ended June 30, 1995).
19(a) Report to Shareholders for the Second Quarter, 1995, dated
August 10, 1995 (incorporated by reference from Exhibit 19(a)
to the Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 1995).
27 Financial Data Schedule
</PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM ANUHCO, INC. CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS
ENDED JUNE 30, 1995 AND CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 3724
<SECURITIES> 30834
<RECEIVABLES> 17912
<ALLOWANCES> 673
<INVENTORY> 0
<CURRENT-ASSETS> 67342
<PP&E> 33582
<DEPRECIATION> 16525
<TOTAL-ASSETS> 88385
<CURRENT-LIABILITIES> 8879
<BONDS> 0
<COMMON> 76
0
0
<OTHER-SE> 79430
<TOTAL-LIABILITY-AND-EQUITY> 88385
<SALES> 0
<TOTAL-REVENUES> 49200
<CGS> 0
<TOTAL-COSTS> 47748
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 66
<INCOME-PRETAX> 2587
<INCOME-TAX> 1113
<INCOME-CONTINUING> 1474
<DISCONTINUED> 595
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2069
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0.27
</TABLE>
