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 September 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
7,139,970 shares outstanding
as of November 8, 1995
Form 10-Q/A
Contains 16 pages
</PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Periods Ended September 30
(In Thousands, Except Per Share Data)
<CAPTION>
Third Quarter Nine Months
1995 1994 1995 1994
(Restated; (Restated;
See Note 8) See Note 8)
<S> <C> <C> <C> <C>
Operating Revenue......................... $24,651 $24,913 $73,851 $71,271
Operating Expenses........................ 23,967 23,472 71,716 67,251
Operating Income.......................... 684 1,441 2,135 4,020
Nonoperating Income (Expense)
Interest income......................... 497 76 1,655 188
Interest expense........................ ( 6) ( 23) ( 72) (102)
Gain on sale of property and
equipment, net........................ 9 29 52 43
Other, net.............................. -- -- -- 1
Total nonoperating income (expense)... 500 82 1,635 130
Income from Continuing Operations
before Income Taxes..................... 1,184 1,523 3,770 4,150
Income Tax Provision (Note 2)............. 509 -- 1,621 --
Income from Continuing Operations......... 675 1,523 2,149 4,150
Income from Discontinued Operations
(Note 6)................................ 272 -- 867 1,250
Net Income................................ $ 947 $ 1,523 $ 3,016 $ 5,400
Average Common Shares Outstanding (Note 5) 7,392 7,544 7,500 7,543
Net Income Per Share from Continuing
Operations............................. $0.09 $0.20 $0.29 $0.55
Net Income Per Share from Discontinued
Operations............................. $0.04 $0.00 $0.11 $0.16
Net Income Per Share...................... $0.13 $0.20 $0.40 $0.71
</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>
Sept 30 Dec. 31
1995 1994
(In Thousands)
(Restated;
ASSETS See Note 8)
<S> <C> <C>
Current Assets
Cash and temporary cash investments........... $ 5,224 $11,365
Short term investments........................ 28,027 26,893
Freight accounts receivable, less allowance
for doubtful accounts of $486 and $389,
respectively............................... 9,263 8,675
Finance accounts receivable, less allowance
for doubtful accounts of $84............... 8,499 --
Other current assets.......................... 796 983
AFS Net Assets (Note 6)....................... 15,208 21,095
Total current assets....................... 67,017 69,011
Operating Property, at Cost
Revenue equipment............................. 18,868 15,939
Land.......................................... 2,826 2,761
Structures and improvements................... 7,468 6,859
Other operating property...................... 4,609 4,097
33,771 29,656
Less accumulated depreciation.............. (17,154) (15,239)
Net operating property................... 16,617 14,417
Long-Term Obligation Receivable................. -- 1,270
Intangibles and Other Assets (Note 7)........... 3,316 74
$86,950 $84,772
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Accounts payable.............................. $ 1,507 $ 906
Accrued payroll and fringes................... 5,455 5,775
Claims and insurance accruals................. 541 247
Accrued and current deferred income taxes..... 1,454 --
Other accrued expenses........................ 1,083 425
Total current liabilities.................. 10,040 7,353
Shareholders' Equity (Note 5)
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 7,139,970 and
7,552,920 shares, respectively.............. 76 76
Paid-in capital............................... 5,357 5,339
Retained earnings............................. 75,020 72,004
Treasury stock, 417,100 shares, at cost....... ( 3,543) --
Total shareholders' equity................. 76,910 77,419
$86,950 $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 Nine Months Ended September 30
<CAPTION>
1995 1994
(In Thousands)
(Restated;
See Note 8)
<S> <C> <C>
Cash Flows From Operating Activities -
Net income................................... $ 3,016 $ 5,400
Adjustments to reconcile net income to net
cash provided by operating activities -
Gain on sale of assets..................... ( 50) ( 43)
Depreciation and amortization.............. 2,107 1,727
Provision for doubtful accounts receivable. 250 --
Net increase (decrease) from change in
other working capital items affecting
operating activities.................... 1,278 ( 366)
Income from discontinued
operations (Note 6)..................... ( 867) (1,250)
Net Cash Provided(Used) by operating activities 5,734 5,468
Cash Flows from Investing Activities -
Proceeds from discontinued operations
(Note 6)................................... 6,754 1,250
Purchase of finance subsidiary and related
software/service agreement................. (11,216) --
Purchase of operating property............... ( 4,008) (5,334)
Short-term investments, net.................. ( 1,134) (4,350)
( 9,604) (8,434)
Cash Flows from Financing Activities -
Payments to acquire treasury stock........... ( 3,543) --
Repayment of debt............................ -- (1,390)
Collection of long-term obligation receivable 1,270 --
Other........................................ 2 --
( 2,271) (1,390)
Net Increase (Decrease) In Cash and
Temporary Cash Investments................... ( 6,141) (4,356)
Cash and Temporary Cash Investments at
beginning of period.......................... 11,365 4,708
Cash and Temporary Cash Investments
at end of period............................. $ 5,224 $ 352
Cash Paid During the Period for:
Interest..................................... $ -- $ 107
Income Taxes................................. 1,153 47
</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 September 30
<CAPTION>
Third Quarter Nine 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........ $ 5,357 $ 5,322 $ 5,339 $ 5,319
Issuance of common shares under the
Incentive Stock Plan................ -- 7 18 10
Balance at end of period.............. $ 5,357 $ 5,329 $ 5,357 $ 5,329
Retained Earnings -
Balance at beginning of period........ $74,073 $15,541 $72,004 $11,664
Net Income............................ 947 1,523 3,016 5,400
Balance at end of period.............. $75,020 $17,064 $75,020 $17,064
Treasury Stock -
Balance at beginning of period........ $ -- $ -- $ -- $ --
Purchase of 417,100 shares of
Common Stock........................ (3,543) -- (3,543) --
Balance at end of period.............. $(3,543) $ -- $(3,543) $ --
</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 third quarter and first
nine 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 September 30, 1995 includes an accrual for profit sharing
costs of $731,559. The accompanying consolidated statements of
income include profit sharing costs of $731,559 and $2,918,250 for
the third quarter and nine 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 September, 1995 the term of this
agreement was extended to June 30, 1997. There was no outstanding
balance on this revolving line of credit at September 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 7,392,253 and 7,499,773 for the quarter and
year to date periods ending September 30, 1995, respectively, and
7,543,631 and 7,543,217 for the quarter and year to date periods
ending September 30, 1994, respectively.
On June 26, 1995, the Company adopted a program to repurchase up
to 10% of its outstanding shares of common stock. During the third
quarter of 1995, the Company repurchased 417,100 shares of common
stock, which represented 5.5% of outstanding shares before
initiating the program, at a cost of $3,543,000.
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 $15.2 million. The primary assets
include approximately $14 million in cash and deposits and $3
million of receivables. Gross unresolved claims, primarily related
to workers' compensation insurance coverage, are approximately $9
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, $19 million as of September 30, 1995. The securitized
receivables are reflected as sold and therefore not included in the
accompanying consolidated balance sheet.
On October 20, 1995, APR entered into a new three year agreement
with a new receivable purchaser to sell an undivided interest in a
designated pool of receivables. The maximum allowable receivables
to be sold under this new agreement is $30 million. Proceeds from
the initial funding of this agreement were utilized to eliminate
all outstanding balances under the prior agreement. Anuhco serves
as guarantor in certain limited circumstances under this agreement.
The following reflects the operating results of Anuhco for the
third quarter and nine months ended September 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>
Third Quarter Nine Months
1995 1994 1995 1994
(as re-
ported)
<S> <C> <C> <C> <C>
Operating Revenue....... $24,651 $25,750 $75,436 $74,024
Income from Continuing
Operations............ 675 1,710 2,248 4,215
Income from Discontinued
Operations............ 272 -- 867 1,250
Net Income.............. $ 947 $ 1,710 $ 3,115 $ 5,465
Net Income Per Share:
Continuing Operations.. $0.09 $0.23 $0.30 $0.56
Discontinued Operations 0.04 0.00 0.11 0.16
Total................. $0.13 $0.23 $0.41 $0.72
</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 nine
months ended September 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>
Periods Ended September 30, 1995
Third Quarter Nine 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............. $ 1,184 $ 1,184 $ 3,770 $ 3,770
Income Tax Provision............. 509 237 1,621 754
Income from Continuing Operations 675 947 2,149 3,016
Income from Discontinued
Operations...................... 272 -- 867 --
Net Income....................... $ 947 $ 947 $ 3,016 $ 3,016
Net Income per Share from
Continuing Operations........... $0.09 $0.13 $0.29 $0.40
Net Income per Share from
Discontinued Operations......... $0.04 $ -- $0.11 $ --
Net Income per Share............. $0.13 $0.13 $0.40 $0.40
AFS Net Assets................... $15,208 $14,341
Accrued and Current Deferred
Income Taxes.................... $ 1,454 $ 587
</TABLE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
Third quarter and nine months ended September 30, 1995 compared to
the third quarter and nine months ended September 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
Third Quarter Nine Months
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Salaries, wages and
employee benefits.......... 55.8% 53.9% 55.5% 53.8%
Operating supplies
and expenses............... 11.2 11.0 11.4 11.0
Operating taxes
and licenses............... 2.5 2.5 2.7 2.7
Insurance and claims........ 2.3 2.1 2.2 2.2
Depreciation................ 2.9 2.5 2.7 2.4
Purchased transportation.... 22.5 21.6 21.8 21.8
Total operating expenses.... 97.2% 93.6% 96.3% 93.9%
</TABLE>
Operating Revenue - The changes in transportation operating revenue
are summarized in the following table (in thousands):
<TABLE>
<CAPTION>
Qtr 3 1995 Nine Months 1995
vs. vs.
Qtr 3 1994 Nine Months 1994
<S> <C> <C>
Increase (decrease) from:
Less-than-truckload shipments $ (820) $ 786
Less-than-truckload revenue
per shipment............... (333) 205
Truckload revenues........... (124) 244
Net increase (decrease).... $(1,277) $1,235
</TABLE>
Less-than-truckload ("LTL") operating revenues fell by 5.9% in
the third quarter of 1995 as compared to the same period of 1994.
This decline for the current quarter is in comparison to the strong
quarter achieved by Crouse Cartage in the same period of 1994
following 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 3.7% in the third 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 third quarter of 1995.
LTL operating revenues rose 1.8% in the nine months ended
September 30, 1995, as compared to the nine months ended September
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 and third quarter 1995 revenues discussed above. Total LTL
tonnage was 3.0% higher for the nine months of 1995.
Truckload operating revenue fell 2.3% in the third quarter as the
net result of a 7.6% decline in the number of shipments hauled and
a 5.7% increase in revenue per shipment. Truckload revenues were
up 1.6% for the first nine months of 1995 primarily due to an
increase in revenue per shipment. The increases in revenue per
shipment were the result of growth in the average miles per
shipment, net of declines in revenue per mile.
Operating Expenses - Crouse Cartage's operating expenses as a
percentage of operating revenue, or operating ratio, rose from
93.6% to 97.2%, for the third quarter, and from 93.9% to 96.3%, for
the nine 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. Purchased transportation also increased as
a percentage of operating revenue for the third quarter of 1995 as
compared to the same period of 1994, primarily due to a contractual
increase in costs of approximately 5% effective July 1, 1995.
Premium Finance - The operating results of APR since June 1, 1995
are included in the third quarter and nine months 1995 operating
results. Since June 1, 1995, APR financed $21 million in insurance
premiums. APR generated operating revenue of $1 million and $1.3
million and operating income of $156,000 and $205,000 for the third
quarter and nine months ended September 30, 1995, respectively.
In connection with the acquisition of APR, Anuhco recorded one-
time expenses of approximately $300,000 in the second quarter of
1995.
Other - As a result of its strong cash position, Anuhco recorded
substantial increases in interest income for the third quarter and
nine months ended September 30, 1995, from the corresponding
periods of 1994. Anuhco's effective tax rate for the third
quarter and nine 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 third
quarter and nine 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 September
30, 1995 with no debt and over $33 million in cash and investments
at the Anuhco level, as well as approximately $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 nine months of 1995, Crouse Cartage has
purchased $4.1 million of operating property and equipment, without
incurring any long term indebtedness. Crouse Cartage has a
commitment to purchase new tractors at a cost of approximately $1
million. These units will be delivered in the first quarter of
1996 and will be purchased using available funds.
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 $19 million of such receivables had
been securitized as of September 30, 1995. This agreement was
extended by amendments to November 30, 1995. The Company had
pledged $23.1 million of short-term investments to provide
additional security to the receivable purchaser until a replacement
financing arrangement was obtained. On October 20, 1995 APR
entered into a new three year agreement with a new receivable
purchaser to sell an undivided interest in a designated pool of
receivables. The maximum allowable receivables to be sold under
this new agreement is $30 million. Proceeds from the initial
funding of this agreement were utilized to eliminate all
outstanding balances under the prior agreement. Anuhco serves as
guarantor in certain limited circumstances under this agreement.
On June 26, 1995, the Company adopted a program to repurchase up
to 10% of its outstanding shares of common stock. During the third
quarter of 1995, the Company repurchased 417,100 shares of common
stock, which represented 5.5% of outstanding shares before
initiating the program, at a cost of $3,543,000. This program 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 None
Item 5. Other Information
Changes in Registrant's Certifying Accountant - Effective
November 2, 1995, Arthur Andersen LLP resigned as independent
public accountants for the Company. Arthur Andersen LLP's report
on the financial statements of the Company for the past two years
did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope,
or accounting principles.
During the two most recent fiscal years and any subsequent
interim period there are and have been no disagreements or
reportable events on any matters of accounting principles or
practices, financial statement disclosures or auditing scopes or
procedures. None of the reportable events listed in Item
304(a)(1)(v) of Regulation S-K occurred with respect to the
Company and Arthur Andersen LLP.
Pursuant to Item 304(a)(3) of Regulation S-K, the Company has
provided Arthur Andersen LLP with a copy of this Form 10-Q and
has requested Arthur Andersen LLP to furnish the Company with a
response addressed to the Securities and Exchange Commission as
to whether Arthur Andersen LLP concurs with the statements made
in this Item 5 with respect to Arthur Andersen LLP. A copy of
such letter is attached as Exhibit 16.
On November 3, 1995, the Company selected Coopers & Lybrand
L.L.P. as independent public accountants for the 1995 fiscal
year. During the two years ended December 31, 1994 and 1993, and
the interim period of 1995, the Company has not consulted Coopers
& Lybrand L.L.P. regarding the application of accounting
principles or the type of opinion that might be rendered on the
Company's financial statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3(b) Restated Bylaws of Anuhco, Inc., as adopted
August 29, 1995.
10(a) Receivables Purchase Agreement by and among
Agency Premium Resource, Inc., APR Funding
Corporation, Anuhco, Inc., Clipper Receivables
Corporation, State Street Boston Capital
Corporation and Norwest Bank Minnesota, N.A.,
dated October 20, 1995.
16 Letter re: Change in Certifying Accountant.
19(a) Report to Shareholders for the Third Quarter,
1995, dated November 7, 1995.
27 Financial Data Schedule
(b) Reports on Form 8-K None
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
EXHIBIT INDEX
Assigned
Exhibit
Number Description of Exhibit
3(b) Restated Bylaws of Anuhco, Inc., as adopted August
29, 1995 (incorporated by reference from Exhibit
3(b) to Amendment No. 1 to the Quarterly Report on
Form 10-Q for the Quarter Ended September 30, 1995).
10(a) Receivables Purchase Agreement by and among Agency
Premium Resource, Inc., APR Funding Corporation,
Anuhco, Inc., Clipper Receivables Corporation, State
Street Boston Capital Corporation and Norwest Bank
Minnesota, N.A., dated October 20, 1995
(incorporated by reference from Exhibit 10(a) to the
Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 1995).
16 Letter re: Change in Certifying Accountant
(incorporated by reference from Exhibit 16 to the
Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 1995).
19(a) Report to Shareholders for the Third Quarter, 1995,
dated November 7, 1995 (incorporated by reference
from Exhibit 19(a) to the Quarterly Report on Form
10-Q for the Quarter Ended September 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 NINE MONTHS
ENDED SEPTEMBER 30, 1995 AND CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER
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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 5224
<SECURITIES> 28027
<RECEIVABLES> 18332
<ALLOWANCES> 570
<INVENTORY> 0
<CURRENT-ASSETS> 66150
<PP&E> 33771
<DEPRECIATION> 17154
<TOTAL-ASSETS> 86950
<CURRENT-LIABILITIES> 10040
<BONDS> 0
<COMMON> 76
0
0
<OTHER-SE> 76834
<TOTAL-LIABILITY-AND-EQUITY> 86950
<SALES> 0
<TOTAL-REVENUES> 73851
<CGS> 0
<TOTAL-COSTS> 71716
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 72
<INCOME-PRETAX> 3770
<INCOME-TAX> 1621
<INCOME-CONTINUING> 2149
<DISCONTINUED> 867
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3016
<EPS-PRIMARY> 0.40
<EPS-DILUTED> 0.40
</TABLE>
