FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Year Ended December 31, 1995
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
Securities Registered Pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange
Anuhco, Inc. Common Stock, on Which Registered
par value $0.01 per share, 7,140,170 shares
outstanding, as of March 1, 1996 American Stock Exchange
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
The aggregate market value of the Common Stock held by non-affiliates of
Anuhco, Inc. as of March 1, 1996, was $51,544,000 based on the last trade on
the American Stock Exchange on that date.
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Part III, Items 10, 11, 12 and 13 is
incorporated herein by reference from Anuhco, Inc.'s definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on May 22, 1996,
which will be filed within 120 days after December 31, 1995.
</PAGE>
<TABLE>
ANUHCO, INC.
1995 FORM 10-K
TABLE OF CONTENTS
<CAPTION>
Page
PART I
<S> <C> <C>
Item 1. Business............................................ 3
Item 2. Properties.......................................... 9
Item 3. Legal Proceedings................................... 10
Item 4. Submission of Matters to a Vote of Security Holders.
Executive Officers of Registrant.................... 11
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters............................ 12
Item 6. Selected Financial Data............................. 13
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation............. 13
Item 8. Financial Statements and Supplementary Data......... 18
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............ 39
PART III
Item 10. Directors and Executive Officers of the Registrant.. 40
Item 11. Executive Compensation.............................. 40
Item 12. Security Ownership of Certain Beneficial
Owners and Management.......................... 40
Item 13. Certain Relationships and Related Transactions...... 40
PART IV
Item 14. Exhibits, Financial Statements, Schedules,
and Reports on Form 8-K........................ 40
</TABLE>
</PAGE>
PART I
Item 1. Business.
Anuhco, Inc. ("Anuhco" or the "Company"), headquartered in Overland
Park, Kansas, is a Delaware holding company which was formed in April, 1976.
Anuhco operates in two industry segments; transportation, through its
subsidiary Crouse Cartage Company ("Crouse Cartage") and financial services,
through Agency Premium Resource, Inc. and its subsidiaries ("APR"). Crouse
Cartage was acquired by Anuhco as of September 1, 1991. APR was acquired on
May 31, 1995. Anuhco also owns American Freight System, Inc. ("AFS"), a
discontinued operation. Financial information about the Company's operating
industry segments is presented in Note 1 to the consolidated financial
statements.
TRANSPORTATION - CROUSE CARTAGE COMPANY
Crouse Cartage operates a diversified motor freight transportation
system primarily serving the upper central and midwest portion of the United
States. Crouse Cartage is a regular-route motor common carrier of general
commodities in less-than-truckload ("LTL") quantities with a ten state
service area, and also offers irregular-route motor common carrier service
for truckload quantities of general and perishable commodities throughout the
48 contiguous United States.
The following table sets forth certain financial and operating data with
respect to Crouse Cartage prior to the effects of acquisition related
adjustments for the years 1995 through 1991.
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Revenue (000's)................ $95,152 $95,772 $76,888 $71,266 $63,449
Operating Income (000's)....... 3,970 6,017 3,419 3,093 2,582
Operating Ratio (Note 1)....... 95.8% 93.7% 95.6% 95.7% 95.9%
Number of shipments (000's) -
Less-than-truckload (Note 2). 742 744 620 583 515
Truckload.................... 32 33 28 28 28
Revenue per hundredweight -
Less-than-truckload.......... $ 9.25 $ 9.38 $ 9.19 $ 9.15 $ 9.26
Truckload.................... 2.30 2.19 2.06 2.04 2.00
Tonnage (000's) -
Less-than-truckload.......... 402 398 321 292 246
Truckload.................... 451 479 433 434 447
Intercity miles operated (000's) 39,424 36,720 32,139 31,110 28,289
At year end, number of -
Terminals (Note 3)........... 54 53 48 44 42
Tractors and trucks.......... 527 504 483 426 363
Trailers..................... 1,004 948 869 841 776
Employees.................... 945 965 806 769 740
</TABLE>
Notes:
(1) Operating ratio is the percent of operating expenses to operating
revenue.
(2) Less-than-truckload refers to shipments weighing less than 10,000
pounds.
(3) Includes company-owned, company leased, agent and other operating
locations.
Crouse Cartage, an Iowa Corporation headquartered in Carroll, Iowa, is
engaged in the transportation of general commodities which include all types
of freight other than personal household goods, commodities of exceptionally
high value, explosives and commodities in bulk or requiring special
equipment. During 1995, LTL shipments (less than 10,000 pounds) comprised
78% of revenue and truckload shipments (10,000 pounds or greater) comprised
22% of revenue. Crouse Cartage is an LTL regular route common carrier with
LTL service in the 10 states of Illinois, Indiana, Iowa, Minnesota, Missouri,
Nebraska, South Dakota, North Dakota, Wisconsin and Kansas. Crouse Cartage
also has a truckload general commodities and special commodities division
which operates in all 48 contiguous states. More than 90% of Crouse
Cartage's business originates or terminates within 400 miles of its
headquarters. Crouse Cartage with over 12,000 customers has a broad customer
base, with no one customer comprising 5% of its total revenue.
LTL shipments must be handled rapidly and carefully in several
coordinated stages. Shipments are first picked up from customers by local
drivers operating from the Crouse Cartage network of 54 service locations,
each of which services a particular territory. The freight is then
transported to a terminal, loaded into intercity trailers, carried by
linehaul drivers to the terminal which services the delivery area,
transferred to trucks or trailers and then delivered to the consignee by
local drivers. Much of Crouse Cartage's LTL freight is handled and/or
transferred through one of three centrally located "break bulk" terminals
between the origin and destination service areas. Competition for LTL
freight is primarily based upon service and freight rates. LTL operations
require substantial equipment capabilities and an extensive network of
terminal facilities. Accordingly, LTL operations, compared to truckload
shipments and operations, command higher rates per weight shipped and have
tended historically to be less vulnerable to competition from other forms of
transportation such as railroads. Crouse Cartage's concentrated and
efficient operations typically allow it to provide next day service (delivery
on the day after pickup) on over 90% of the LTL freight it handles.
Seasonality
Crouse Cartage's quarterly operating results, as well as those of the
motor carrier industry in general, fluctuate with the seasonal changes in
tonnage levels and with changes in weather-related operating conditions.
Tonnage levels are generally highest from September through November. A
smaller peak also generally occurs in April through June. Inclement weather
conditions during the winter months adversely affect the number of freight
shipments and increase operating costs. Historically, Crouse Cartage has
achieved its best operating results in the second and third quarters when
adverse weather conditions do not affect its operations and seasonal peaks
occur in the freight shipped via public transportation.
Insurance and Safety
Crouse Cartage is largely self-insured with respect to public liability,
property damage, workers' compensation, cargo loss or damage, fire, general
liability and other risks. In addition, Crouse Cartage maintains excess
liability coverage for risks over and above the self-insured retention
limits. All claims pending against Crouse Cartage are fully covered by
outside insurance or, in the opinion of management, are adequately reserved
under Crouse Cartage's self-insurance program.
Because most risks are largely self-insured, Crouse Cartage's insurance
costs are primarily a function of the success of its safety programs and less
subject to increases in insurance premiums. Crouse Cartage conducts a
comprehensive safety program to meet its specific needs. Crouse Cartage's
drivers have good driving records and have won individual Iowa State Truck
Driving Championships 15 times in the past 17 years. Crouse Cartage's auto
liability and workers' compensation claims (approximately 1.9% of revenue in
1995) consistently are below industry average in number of claims and amounts
paid for such claims.
Competition
Crouse Cartage's operations are subject to intense competition with
other motor common carriers and, to a lesser degree, with contract and
private carriage. Intense competition for freight has resulted in a
proliferation of discount programs among competing carriers. Crouse Cartage
competes in such price discounting on an account by account basis, taking
into consideration the cost of services relative to the net revenue to be
obtained, the competing carriers and the need for freight in specific traffic
lanes. Crouse Cartage's main competition over its shorter routes is with
American Freightways, Harrison, Arkansas; ANR Advance Transportation Co.,
Milwaukee, Wisconsin; Con-Way Express, Ann Arbor, Michigan; H&W Motor
Express, Dubuque, Iowa; Hyman Freightways, St. Paul, Minnesota; Midland
Transportation, Marshalltown, Iowa; TNT Freightways Corporation, Rosemont,
Illinois; and Viking Motor Freight, San Jose, California. For freight moving
over greater distances, Crouse Cartage must compete with national and large
inter-regional carriers.
Regulation
Through December 31, 1995, the interstate operations of Crouse Cartage
were subject to regulation by the Interstate Commerce Commission ("ICC") and
the Department of Transportation ("DOT"). Effective January 1, 1996, The ICC
Termination Act of 1995 closed the ICC and transferred its remaining
responsibilities to the DOT and a newly created panel within the DOT, the
Surface Transportation Board ("STB"). Motor carriers are required to
register with the DOT. Registration is granted by the DOT upon showing
safety, fitness, financial responsibility and willingness to abide by DOT
regulations. Under the ICC Termination Act, antitrust protections are
continued for certain collective activities by motor carriers, including
through rates and joint rates; household goods rates; classifications;
mileage guides; rules; divisions and rate bureau activities. All
collectively-set rates, classifications, guides, etc. must be published and
made available for public inspection upon request. Collective discussions by
motor carriers regarding rates may only involve general rate increases
relating to average costs for the industry as a whole. Such discussions may
not relate to individual single-line rates or specific markets. Carriers
relying on these collective activities must participate in the governing
publication and issue a power of attorney to the publishing agent.
Agreements establishing collective activities by motor carriers must be
submitted to the STB for approval under a public interest test. The Company
does not expect these changes to materially affect its financial position or
results of operations.
Crouse Cartage is subject to state public utilities commissions and
similar state regulatory agencies with respect to safety and financial
responsibility in its intrastate operations. Crouse Cartage is also subject
to safety regulations of the states in which it operates, as well as
regulations governing the weight and dimensions of equipment. During 1994,
the United States Congress passed legislation which generally eliminated the
requirements for obtaining or maintaining "intrastate" operating authority
effective January 1, 1995. This deregulation did not materially affect the
financial position or results of operations of the Company.
Employees
Crouse Cartage employs approximately 945 persons, of whom approximately
775 are drivers, mechanics, dockworkers or terminal office clerks. The
remainder are engaged in managerial, sales and administrative functions.
Labor costs represent the largest single component of Crouse Cartage's
operating expenses, totaling 55.5% of consolidated revenue for 1995. In the
opinion of its management, Crouse Cartage has a good working relationship
with its employees.
Approximately 82% of Crouse Cartage employees, including primarily
drivers, dockworkers and mechanics, are represented by the International
Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America
("Teamsters Union") or other local unions. Crouse Cartage and the Teamsters
Union are parties to the National Master Freight Agreement ("NMFA") which
expires on March 31, 1998. As an employer signatory to the agreement, Crouse
Cartage must contribute to certain pension plans established for the benefit
of employees belonging to the Teamsters Union.
Under provisions of the NMFA, Crouse Cartage has maintained a profit
sharing program for all employees since 1988 ("Profit Sharing"). In 1994 the
Profit Sharing was extended for at least another four years after 87% of the
union employees and 91% of its non-union employees voted for such extension.
Profit Sharing is structured to allow all Crouse Cartage employees to ratably
share 50% of Crouse Cartage's income before income taxes (excluding
extraordinary items and gains and losses on the sale of assets) in return for
a 15% reduction in wages. Profit Sharing distributions, made quarterly,
totalled $3.9 million for 1995.
FINANCIAL SERVICES - AGENCY PREMIUM RESOURCE, INC.
APR and its subsidiaries, headquartered in Overland Park, Kansas, are
engaged primarily in the business of financing the payment of insurance
premiums. APR offers financing of insurance premiums primarily to commercial
purchasers of property, casualty and liability insurance who wish to pay
their insurance premiums on an installment basis. Whereas many insurance
carriers require advance payment of a full year's premium, APR allows the
insured to spread the cost of the insurance policy over time.
APR finances insurance premiums without assuming the risk of claims loss
borne by insurance carriers. When insureds buy an insurance policy from an
independent insurance agent or broker who offers financing through APR, the
insureds generally pay a down payment of approximately 15 to 25% of the total
premium and sign a premium finance agreement for the balance. Under the
terms of APR's standard form of financing contract, APR is given the power to
cancel the insurance policies if there is a default in the payment on the
finance contracts and to collect the unearned portion of the premiums from
the insurance carrier. The down payments are set at a level designed, in the
event of cancellation of a policy, such that the return premiums from the
insurance carriers are expected to be sufficient to cover the loan balances
plus interest and other charges due to APR. APR, through its subsidiary,
Agency Services, Inc. ("ASI") also provides motor vehicle report services to
insurance agents and brokers.
APR provides financing through insurance agents or brokers in over 20
states. Over half of the premiums financed by APR are through agents or
brokers in the States of Missouri and Kansas. APR currently does business
with over 1,600 insurance agencies or brokers, one of which referred over 10%
of the total premiums financed in 1995. The following table sets forth
certain financial and operating data with respect to APR since its
acquisition by Anuhco on May 31, 1995:
<TABLE>
<CAPTION>
1995
<S> <C>
Premiums financed (000's)............. $ 37,852
Number of premium finance contracts... 7,214
Average amount of contracts........... $ 5,247
</TABLE>
Regulation
APR's operations are regulated by state statutes, and regulations
promulgated thereunder, which provide for the licensing, administration and
supervision of premium finance companies. Such statutes and regulations
impose significant restrictions on the operation of APR's business.
APR is currently licensed to do business as an insurance premium finance
company in 13 states and is qualified to do business as a foreign corporation
in nine other states that do not require separate licensing of insurance
premium finance companies. APR generally must renew its licenses annually.
APR is also subject to periodic examinations and investigations by state
regulators. The licensing agency for insurance premium finance companies is
generally the banking department or the insurance department of the
applicable state.
State statutes and regulations impose minimum capital requirements,
govern the form and content of financing agreements and limit the interest
and service charges APR may impose. State statutes also prescribe notice
periods prior to the cancellation of policies for non-payment, limit
delinquency and collection charges and govern the procedure for cancellation
of policies and collection of unearned premiums. After deducting all
interest, service and late charges due it, APR must, under applicable state
laws, refund the surplus unearned premium, if any, to the insureds.
Changes in the regulation of APR's activities, such as increased rate
regulation, could have an adverse effect on its operations. The statutes do
not provide for automatic adjustments in the rates a premium finance company
may charge. Consequently, during periods of high prevailing interest rates
on institutional indebtedness and fixed statutory ceilings on rates APR may
charge its insureds, APR's ability to operate profitably could be adversely
affected.
Competition
APR encounters intense competition from numerous other firms, including
companies affiliated with insurance carriers, independent insurance brokers
who offer premium finance services, banks and other lending institutions.
Some of APR's competitors are larger and have greater financial and other
resources and are better known to insurance agents and brokers than APR. In
addition, there are few, if any, barriers to entry in the event other firms,
particularly insurance carriers and their affiliates, seek to compete in this
market.
The market for premium finance companies is two-tiered. The first tier
is that of national companies that are owned by insurance companies, banks,
and commercial finance companies. In this group are five companies that on
a combined basis finance over $9 billion per annum of premium finance
agreements. The second tier is comprised of numerous smaller local
companies, which finance approximately $2 billion per annum of premium
finance agreements, and is highly fragmented.
Competition to provide premium financing to insureds is based primarily
on interest rate or cost of financing as well as level of service to agents
and insureds and flexibility of terms for down payment and number of
payments. APR believes that its commitment to account service distinguishes
it from its first tier competitors and that its cost of funds allows it to
compete favorably with second tier competitors.
Personnel
APR's staff consists of 28 employees (including 5 part-time employees).
DISCONTINUED OPERATION - AMERICAN FREIGHT SYSTEM, INC.
American Freight System, Inc. ("AFS") is treated as a discontinued
operation of Anuhco. The primary obligation of AFS is to administer the
provisions of a Joint Plan of Reorganization ("Joint Plan"). After discharge
from bankruptcy in 1991, AFS is under the control of a reconstituted AFS
Board of Directors, which currently consists of two individuals who formerly
served on creditors' committees, and two additional persons selected by
Anuhco. AFS is to resolve creditor claims against the estates and make
distributions to holders of allowed claims. The Joint Plan also provided for
certain distributions from AFS to Anuhco as unsecured creditor distributions
occurred in excess of 50% of allowed claims. Anuhco also receives the full
benefit of any remaining assets through its ownership of the capital stock of
AFS after unsecured creditors received distributions equivalent to 130% of
their allowed claims.
As of December 31, 1995, all unsecured creditors have been paid an
amount equal to 130% of their allowed claims, which is the maximum
distribution provided under the Joint Plan. Anuhco has received
distributions in accordance with the Joint Plan of $36 million. In addition,
AFS paid dividends of $25 million and $6.8 million to Anuhco on December 28,
1994 and July 5, 1995, respectively.
AFS had remaining net assets of $16.8 million as of December 31, 1995.
The liquidation of the remaining assets and settlement of the remaining
liabilities is anticipated to be substantially completed during 1996. See
Note 8 to the consolidated financial statements - AFS Net Assets - for
further discussion.
Item 2. Properties.
Anuhco's corporate offices are located in leased office space at 9393
West 110th Street, Suite 100, Overland Park, Kansas, 66210. APR also
utilizes leased office space in Overland Park, Kansas.
Anuhco owns property through Crouse Cartage which operates a modern
intercity fleet and maintains a network of terminals to support the intercity
movement of freight. Crouse Cartage owns most of its fleet but leases some
equipment from owner-operators to supplement the owned equipment and to
provide flexibility in meeting seasonal and cyclical business fluctuations.
As of December 31, 1995 Crouse Cartage owned 493 tractors and 34 trucks.
During 1995 Crouse Cartage leased 145 tractors and 30 flatbed trailers from
owner-operators. On December 31, 1995, it also owned 306 temperature
controlled trailers, 674 volume vans (including 255 53-foot high-cube van
trailers), and 24 flatbed trailers.
The table below sets forth the number of operating locations at year end
for the last five years:
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Owned terminals....... 26 26 10 9 9
Leased terminals...... 8 8 19 19 20
Agency terminals...... 20 19 19 16 13
Total............ 54 53 48 44 42
</TABLE>
Effective January 1, 1994, Crouse Cartage exercised its purchase options
under certain operating leases to purchase eleven (11) of the "Leased
Terminals", above.
The depreciated net book value of Crouse Cartage's property and
equipment at December 31, 1995 was:
<TABLE>
<CAPTION>
Amount
(In Thousands)
Description
<S> <C>
Land......................... $ 2,826
Structures and improvements.. 6,517
Revenue equipment............ 6,054
Other operating property..... 752
Construction in progress..... -
Total................... $16,149
</TABLE>
Item 3. Legal Proceedings.
On February 5, 1991, AFS (including certain subsidiaries subsequently
merged with AFS) and its parent filed a Joint Plan of Reorganization ("Joint
Plan") and a related Disclosure Statement with the United States Bankruptcy
Court, District of Kansas, Topeka Division ("Bankruptcy Court"). After
approval by each class of creditors entitled to vote and the equity security
holders, on June 10, 1991, following a confirmation hearing, the Bankruptcy
Court confirmed the Joint Plan with an Effective Date of July 11, 1991. The
Joint Plan provided for the reorganization of the Company with $3.8 million
in cash, no debt and the expressed intent of acquiring one or more operating
companies; and the administration of the Joint Plan by AFS. (See Item 1,
Discontinued Operation - American Freight System, Inc. for further
discussion.)
On January 12, 1994 a complaint was filed in the District Court of
Johnson County, Kansas, against Anuhco, AFS and certain employees of those
companies by a former employee of AFS. Such complaint alleges breach of
contract, promissory estoppel, tortious interference, and misrepresentation
and fraud, as it relates to an alleged incentive compensation arrangement
between the former employee and AFS. The suit claims, from Anuhco and
others, actual damages in excess of $2 million and punitive damages of $5
million. Management believes such claims will not likely have a material
adverse effect on Anuhco's financial position or business.
Anuhco's subsidiaries are parties to routine litigation, other than
litigation being conducted pursuant to the Joint Plan, primarily involving
claims for personal injury and property damage incurred in the
transportation of freight and the collection of receivables. Anuhco and its
subsidiaries maintain insurance programs and accrue for expected losses in
amounts designed to cover liability resulting from personal injury and
property damage claims. In the opinion of management, the outcome of such
claims and litigation will not materially affect the Company's financial
position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the security holders during the
fourth quarter of 1995.
Included herein, pursuant to General Instruction G, is the information
regarding executive officers required by Item 401 (b) and (e) of Regulation
S-K, as of March 1, 1996.
<TABLE>
<CAPTION>
Executive Officers
Name Age Position
<S> <C> <C>
Timothy P. O'Neil 39 President, Chief Financial Officer,
Treasurer and Director
Lawrence D. Crouse 55 Vice President and Director
Barbara J. Wackly 54 Corporate Secretary
</TABLE>
Timothy P. O'Neil, a member of the Company's Board since August, 1995,
has been President since May, 1995, Chief Financial Officer and Treasurer
since April, 1995. From April, 1995 to May, 1995 Mr. O'Neil also served as
Senior Vice President of the Company. From August, 1993 until April, 1995,
he served as Director of Finance of Anuhco. From October, 1989 until July,
1991, Mr. O'Neil served as Vice President and Chief Financial Officer of
Anuhco. Mr. O'Neil has also served as President, Chief Executive Officer,
Chief Financial Officer and Treasurer of AFS since July, 1991. From
February, 1991 to July, 1991 he served as Vice President of AFS.
Lawrence D. ("Larry") Crouse has been a member of the Company's Board
and Vice President of the Company since September 5, 1991. He has served as
Chairman and Chief Executive Officer of CC Investment Corporation (former
parent of Crouse Cartage and now an inactive subsidiary of Anuhco) since 1987
and has been Chief Executive Officer of Crouse Cartage since 1987. He has
been owner and President of K. P. Enterprises, a personal investment and
holding company since 1966. One of the principal assets of K. P. Enterprises
was a truckload common carrier doing business as Corrugated Carriers, which
ceased operations in March, 1995.
Barbara J. Wackly has been Corporate Secretary of Anuhco since November,
1988. From 1988 to 1992 she served as Vice President of ACI Services, Inc.,
a wholly-owned subsidiary of the Company. From 1983 to 1988 she was the
Executive Assistant to the Chairman of the Board of the Company.
PART II
Item 5. Market for Registrant's Common Equity and
Related Shareholder Matters.
(a) Market Information.
Anuhco's Common Stock is traded on the American Stock Exchange under the
symbol ANU. The following table shows the sales price information for each
quarterly period of 1994 and 1995.
<TABLE>
<CAPTION>
1995 High Low
<S> <C> <C>
Fourth Quarter....................... $ 8 3/4 $ 7
Third Quarter........................ 8 15/16 7 3/8
Second Quarter....................... 9 3/8 7 5/8
First Quarter........................ 10 1/2 8 1/2
</TABLE>
<TABLE>
<CAPTION>
1994 High Low
<S> <C> <C>
Fourth Quarter....................... $11 7/8 $ 8 1/4
Third Quarter........................ 10 1/8 6
Second Quarter....................... 6 7/8 5 1/8
First Quarter........................ 5 7/8 4 3/4
</TABLE>
(b) Holders.
<TABLE>
<CAPTION>
Number of
Holders of Record
Title of Class at December 31, 1995
<S> <C>
Common Stock, par value $0.01 per share 6,817
</TABLE>
(c) Dividends.
No cash dividends were paid during 1995 or 1994 on Anuhco's Common
Stock. Anuhco currently intends to retain earnings to finance expansion and
does not anticipate paying cash dividends on its Common Stock in the near
future. Anuhco's future policy with respect to the payment of cash dividends
will depend on several factors including, among others, any acquisitions,
earnings, capital requirements and financial and operating conditions.
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
(In Thousands, Except Per Share Data)
<S> <C> <C> <C> <C> <C>
Operating Revenue.......... $97,444 $95,772 $76,888 $71,266 $21,853
Income from Continuing
Operations............... $ 2,810 $ 5,495 $ 2,673 $ 2,296 $ 682
Income from Discontinued
Operations (1)........... $ 3,576 $54,845 $ 3,750 $ 2,250 $41,323
Net Income................. $ 6,386 $60,340 $ 6,423 $ 4,546 $42,005
Net Income per Share -
Continuing Operations.... $ 0.38 $ 0.73 $ 0.35 $ 0.30 $ 0.09
Discontinued Operations(1) $ 0.48 $ 7.27 $ 0.50 $ 0.30 $ 5.57
Total.................. $ 0.86 $ 8.00 $ 0.85 $ 0.60 $ 5.66
Total Assets............... $88,426 $85,399 $24,484 $19,388 $18,205
Long-Term Debt (2)......... $ - $ - $ 1,860 $ 3,927 $ 6,912
Cash Dividends per
Common Share............. $ - $ - $ - $ - $ -
</TABLE>
(1) See Note 8 of the Notes to Consolidated Financial Statements.
(2) Including current maturities of $297,000 for 1992 and
$315,000 for 1991.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
RESULTS OF OPERATIONS
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
Operating Revenue - The changes in transportation operating revenue are
summarized in the following table (in thousands):
<TABLE>
<CAPTION>
1995 1994
vs. vs.
1994 1993
<S> <C> <C>
Increase (decrease) from:
Increases in LTL freight tonnage........ $ 673 $14,243
Change in LTL revenue per hundredweight. (1,048) 1,493
Change in truckload revenues............ (245) 3,149
Net increase (decrease)............... $ (620) $18,885
</TABLE>
Less-than-truckload ("LTL") operating revenues fell by 0.5% in 1995 as
compared to 1994. This decline for the current year is in comparison to the
strong year achieved by Crouse Cartage in 1994 following the Teamsters Union
strike against certain competitors and the closing of a regional competitor.
During 1994, Crouse Cartage's freight volumes, as measured by tonnage and
number of shipments, rose over 20%, compared to 1993, with minimal rate
discounting due to the shortage of capacity within the industry. LTL revenue
per hundredweight rose 2.0% in 1994 over 1993. Crouse Cartage has maintained
a substantial portion of the additional freight volumes in 1995; LTL tonnage
rose 0.9% in 1995 over 1994, although the number of LTL shipments declined
0.2%. The trucking industry, including Crouse Cartage, was adversely
impacted in 1995 by the softening of the economy which resulted in industry
over-capacity and competitive market pressures on freight rates. LTL revenue
per hundredweight decreased 1.4% in 1995 from 1994. The economic operating
environment in the transportation industry may improve later in 1996,
however, we expect the economy and the pressure on freight rates in the first
half of 1996 to continue.
Truckload operating revenue fell 1.2% in 1995 from 1994 as the net result
of a 4.2% decline in the number of shipments hauled and a 3.0% increase in
revenue per shipment. Truckload revenues were up 17.6% for 1994 over 1993
primarily due to a 16.5% increase in the number of truckload shipments.
Operating Expenses - A comparative summary of transportation operating
expenses as a percent of transportation operating revenue follows:
<TABLE>
<CAPTION>
Percent of
Operating Revenue
1995 1994 1993
<S> <C> <C> <C>
Operating Expenses -
Salaries, wages & employee benefits.. 55.5% 53.9% 54.2%
Operating supplies and expenses...... 11.4 11.0 11.6
Operating taxes and licenses......... 2.7 2.7 2.8
Insurance and claims................. 1.9 2.2 2.0
Depreciation and amortization........ 2.5 2.2 2.4
Purchased transportation and rents... 21.8 21.7 22.6
Total operating expenses............. 95.8% 93.7% 95.6%
</TABLE>
Crouse Cartage's operating expenses as a percentage of operating revenue,
or operating ratio, rose from 93.7% to 95.8% for 1994 and 1995, respectively.
This increase was 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 increases 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 and reduced revenue yield due to
competitive market pressures. Purchased transportation also increased as a
percentage of operating revenue for 1995 as compared to 1994, primarily due
to a contractual increase in costs of approximately 5% effective July 1,
1995. Crouse's operating ratio in 1994 fell to 93.7% from 95.6% in 1993 as
increased utilization of both personnel and equipment enabled Crouse to
handle substantially higher freight volumes at higher revenue yields without
proportionately higher operating expenses. The 1994 operating ratio of 93.7%
represents an exceptional result caused by the unusual circumstances
occurring in 1994. The teamsters union strike, the closing of a regional
competitor and the generally stronger economy allowed Crouse Cartage to
handle higher freight volumes at better revenue yields without
proportionately increasing its fixed costs. The 1995 operating ratio is more
in line with the Company's historical operating performance.
Financial Services
The operating results of APR since June 1, 1995 are included in 1995
operating results. Since June 1, 1995 APR financed $37.9 million in
insurance premiums. APR generated operating revenue of $2.3 million and
operating income of $283,000 for 1995.
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 1995 from 1994. Anuhco's effective tax rate
for 1995 was 43%. No provision for income taxes was recorded during 1994 and
1993 due to the Company's utilization of certain tax net operating loss
attributes. The impact of inflation for the last three fiscal years on
revenue and income from continuing operations has been minimal.
FINANCIAL CONDITION
The Company's financial condition remained strong at December 31, 1995
with no debt and approximately $34 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 $11.3 million
in available funds. Crouse Cartage purchased $4.4 million of operating
property and equipment during 1995 without incurring any long term
indebtedness. Crouse Cartage has a commitment to purchase new tractors at a
cost of approximately $1.0 million in the first quarter of 1996.
Additionally, subsequent to December 31, 1995, Crouse Cartage has acquired or
committed to acquire terminals at a cost of approximately $1.0 million.
These purchases will be made from available cash and investments.
APR sells undivided interests in a designated pool of accounts receivable
on an ongoing basis under a receivables securitization agreement. 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
December 31, 1995.
On June 26, 1995, the Company adopted a program to repurchase up to 10% of
its outstanding shares of common stock. During 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.
In December, 1995, Anuhco entered into definitive agreements to acquire
for cash one hundred percent of the outstanding stock of Universal Premium
Acceptance Corporation and UPAC of California (together referred to as
"UPAC"). UPAC is an insurance premium finance company headquartered in St.
Louis, Missouri. The acquisition of UPAC is subject to the satisfaction of
certain conditions and is expected to be consummated by the end of March,
1996. The purchase price of approximately $12 million will be funded from
available cash and investments.
Anuhco expects available cash and cash generated from 1996 operations to
be sufficient to fund its operations and to meet other cash needs for 1996.
Should additional cash be required, Crouse Cartage has a $2.5 million secured
revolving credit agreement with Bankers Trust Company of Des Moines, Iowa,
with no balance outstanding on December 31, 1995, which is available to meet
short term operational needs and long-term requirements.
At December 31, 1995, Crouse Cartage owns or leases 34 parcels of real
property which are utilized in their operations. Because many of these
facilities maintain underground or other fuel storage tanks, some ongoing
contingent environmental liability exists; however, management is not aware
of any material contamination.
AFS is accounted for as a discontinued operation in these financial
statements. The net assets, including administrative costs, are recorded on
the financial statements of Anuhco as a current asset, as management expects
to complete the liquidation of the net assets during 1996.
A new accounting pronouncement, Statement of Financial Accounting
Standards No. 123, on accounting for stock-based compensation was issued in
October, 1995, effective in 1996. This standard establishes a fair value
based method of accounting for stock-based compensation plans but permits
companies to continue to apply existing accounting standards as long as
proforma disclosures of net income and earnings per share are presented as if
the fair value accounting method were adopted. The Company does not expect
to adopt the fair value based method of accounting and does not believe the
impact of adopting the new method would be material to its results of
operations or financial position.
</PAGE>
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of Anuhco, Inc.:
We have audited the consolidated balance sheet of Anuhco, Inc. (a Delaware
corporation) and Subsidiaries as of December 31, 1995 and the related
consolidated statements of income, shareholders' equity and cash flows for
the year ended December 31, 1995. We have also audited Schedule II -
Valuation and Qualifying Accounts, as listed in Item 14(a)2 of the Form 10-K,
for the year ended December 31, 1995. These consolidated financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated 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
audit provides 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 Anuhco,
Inc. and Subsidiaries as of December 31, 1995 and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles. In addition, in our opinion, the
financial statement schedule referred to above, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
/s/ Coopers & Lybrand, L.L.P.
COOPERS & LYBRAND, L.L.P.
Kansas City, Missouri
February 23, 1996
</PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of Anuhco, Inc.:
We have audited the accompanying consolidated balance sheet of Anuhco, Inc.
(a Delaware corporation) and Subsidiaries as of December 31, 1994 and the
related consolidated statements of income, shareholders' equity and cash
flows for each of the two years in the period ended December 31, 1994. These
consolidated financial statements and the schedule referred to below are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements and schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated 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 Anuhco,
Inc. and Subsidiaries as of December 31, 1994 and the results of their
operations and their cash flows for each of the two years in the period ended
December 31, 1994, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule II is presented for the
purpose of complying with the Securities and Exchange Commission rules and is
not a required part of the basic financial statements. This schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states, in all material
respects, the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Kansas City, Missouri
February 16, 1995
</PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
In Thousands, Except Share Amounts
<CAPTION>
Dec 31 Dec 31
1995 1994
ASSETS
<S> <C> <C>
Current Assets
Cash and temporary cash investments............. $ 6,617 $11,365
Short term investments.......................... 27,366 26,893
Freight accounts receivable, less allowance for
doubtful accounts of $409 & $412, respectively. 7,952 8,675
Finance accounts receivable, less allowance for
doubtful accounts of $351...................... 8,290 --
Current deferred tax asset...................... 177 627
Other current assets............................ 1,291 983
AFS net assets (Note 8)......................... 16,840 21,095
Total current assets........................ 68,533 69,638
Operating Property, at Cost
Revenue equipment............................... 18,944 15,939
Land............................................ 2,826 2,761
Structures and improvements..................... 7,534 6,859
Other operating property........................ 4,643 4,097
33,947 29,656
Less Accumulated Depreciation................. (17,724) (15,239)
Net operating property.................... 16,223 14,417
Intangibles and Other Assets........................ 3,670 1,344
$88,426 $85,399
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Accounts payable................................ $ 1,041 $ 906
Accrued payroll and fringes..................... 5,203 5,775
Claims and insurance accruals................... 224 247
Accrued income taxes............................ 288 --
Other accrued expenses.......................... 847 425
Total current liabilities................... 7,603 7,353
Deferred Income Taxes............................... 543 627
Commitments (Note 7)................................ -- --
Shareholders' Equity (Notes 1 and 5)
Preferred stock $0.01 par value, authorized
1,000,000 shares, none outstanding............ -- --
Common stock $0.01 par value, authorized
13,000,000 shares, issued 7,557,070 and
7,552,920 shares, respectively................ 76 76
Paid-in capital................................. 5,357 5,339
Retained earnings............................... 78,390 72,004
Treasury stock, 417,100 and 0 shares,
respectively, at cost......................... (3,543) --
Total shareholders' equity.................. 80,280 77,419
</TABLE> $88,426 $85,399
The accompanying notes to consolidated financial statements
are an integral part of this balance sheet.
</PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
In Thousands, Except Per Share Amounts
<CAPTION>
Year Ended December 31
1995 1994 1993
<S> <C> <C> <C>
Operating Revenue
Transportation ............................... $95,152 $95,772 $76,888
Financial services............................ 2,292 -- --
Total operating revenue..................... 97,444 95,772 76,888
Operating Expenses
Salaries, wages and employee benefits......... 53,854 51,732 41,816
Operating supplies and expenses............... 12,616 10,869 9,316
Operating taxes and licenses.................. 2,577 2,597 2,153
Insurance and claims (Note 3)................. 1,873 2,209 1,579
Depreciation and amortization................. 2,821 2,315 2,022
Purchased transportation and rents............ 20,851 20,829 17,507
Total operating expenses.................... 94,592 90,551 74,393
Operating Income................................ 2,852 5,221 2,495
Nonoperating Income (Expense)
Interest income............................... 2,087 342 151
Interest expense.............................. (76) (114) (193)
Gain on sale of property and equipment, net... 59 45 118
Other, net.................................... 8 1 102
Total nonoperating income (expense)......... 2,078 274 178
Income From Continuing Operations Before
Income Taxes.................................. 4,930 5,495 2,673
Income Tax Provision (Note 6)................... 2,120 -- --
Income From Continuing Operations............... 2,810 5,495 2,673
Income From Discontinued Operations (Note 8).... 3,576 54,845 3,750
Net Income...................................... $ 6,386 $60,340 $ 6,423
Average Common Shares Outstanding............... 7,409 7,545 7,542
Income Per Share from Continuing Operations..... $0.38 $0.73 $0.35
Income Per Share from Discontinued Operations... $0.48 $7.27 $0.50
Net Income Per Share............................ $0.86 $8.00 $0.85
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
</PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
Year Ended December 31
1995 1994 1993
(In Thousands)
<S> <C> <C> <C>
Cash Flows From Operating Activities-
Net income.................................. $ 6,386 $60,340 $ 6,423
Adjustments to reconcile net income to
net cash generated in operating activities-
Gain on sale of assets................... (59) (45) (118)
Depreciation and amortization............ 2,821 2,315 2,022
Provision for uncollectible accounts..... 265 150 172
Deferred tax provision................... 569 -- --
Net increase (decrease) from change in
working capital items affecting operating
activities-
Freight accounts receivable........... 633 (2,094) (1,050)
Accrued payroll and fringes........... (572) 1,841 617
Other................................. (7) 84 (146)
Income from discontinued operations
(Note 8)................................ (3,576) (54,845) (3,750)
6,460 7,746 4,170
Cash Flows From Investing Activities-
Proceeds from discontinued operations
(Note 8)................................. 6,753 33,750 3,750
Purchase of operating property, net......... (4,280) (6,086) (2,375)
Purchase of finance subsidiary and related
software/service agreement, net of cash
acquired.................................. (11,267) -- --
Origination of finance accounts receivables. (40,548) -- --
Sale of finance accounts receivables........ 27,110 -- --
Collection of owned finance accounts
receivables............................... 14,138 -- --
Collections of long-term receivable......... 1,270 -- --
Purchase of short-term investments.......... (71,142) (28,815) --
Maturities of short-term investments........ 70,670 1,922 --
(7,296) 771 1,375
Cash Flows from Financing Activities-
Repayment of debt........................... -- (1,860) (2,067)
Payments to acquire treasury stock.......... (3,543) -- --
Other....................................... (369) -- --
(3,912) (1,860) (2,067)
Net Increase (Decrease) in Cash and
Temporary Cash Investments.................. (4,748) 6,657 3,478
Cash and Temporary Cash Investments at
Beginning of Period......................... 11,365 4,708 1,230
Cash and Temporary Cash Investments at
End of Period............................... $ 6,617 $11,365 $ 4,708
Cash Paid During the Period for-
Interest.................................... $ -- $ 118 $ 200
Income Tax.................................. 1,537 547 40
</TABLE>
Supplemental Schedule of Noncash Investing Activities:
The Company acquired all of the capital stock of APR and a software and
service agreement for approximately $11,301,000. In conjunction with the
acquisition, liabilities were assumed as follows:
<TABLE>
<CAPTION>
1995
<S> <C>
Fair value of assets acquired................ $ 10,582
Cash paid for capital stock, software/service
agreement and acquisition expenses......... (11,301)
Goodwill..................................... 2,441
Liabilities assumed.......................... $ 1,722
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
</PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(In Thousands)
<CAPTION>
Total
Share-
Common Paid-In Retained Treasury holders'
Stock Capital Earnings Stock Equity
<S> <C> <C> <C> <C> <C>
Balance at Dec. 31, 1992 $ 5,394 $ -- $ 5,228 $ -- $10,622
Income from continuing
operations............. -- -- 2,673 -- 2,673
Income from discontinued
operations............. -- -- 3,750 -- 3,750
Effect of change in par
value (Note 5)......... (5,319) 5,319 -- -- -
Other................... -- -- 13 -- 13
Balance at Dec. 31, 1993 75 5,319 11,664 -- 17,058
Income from continuing
operations............. -- -- 5,495 -- 5,495
Income from discontinued
operations............. -- -- 54,845 -- 54,845
Issuance of shares under
Incentive Stock Plan... 1 20 -- -- 21
Balance at Dec. 31, 1994 76 5,339 72,004 -- 77,419
Income from continuing
operations............. -- -- 2,810 -- 2,810
Income from discontinued
operations............. -- -- 3,576 -- 3,576
Issuance of shares under
Incentive Stock Plan... -- 18 -- -- 18
Purchase of 417,100 shares
of common stock........ -- -- -- (3,543) (3,543)
Balance at Dec. 31, 1995 $ 76 $ 5,357 $78,390 $(3,543) $80,280
</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
December 31, 1995 and 1994
1. Summary of Significant Accounting Policies
Principles of Consolidation - The consolidated financial
statements include Anuhco, Inc. and its subsidiary companies ("the
Company"), all of which are wholly-owned. Anuhco's holdings
include Crouse Cartage Company ("Crouse Cartage"), Agency Premium
Resource, Inc. ("APR") and its subsidiaries, and American Freight
System, Inc. ("AFS"). The operating results of APR are included
from May 31, 1995, the date of acquisition (See Note 9). On June
10, 1991, the Joint Plan of Reorganization ("Joint Plan") was
confirmed by the Bankruptcy Court resulting in the formal discharge
of American Carriers, Inc., AFS and other subsidiaries from Chapter
11 Bankruptcy proceedings. AFS, whose responsibility it is to
administer the Joint Plan, has been accounted for as a discontinued
operation since 1991 with only net assets reflected in the Anuhco
consolidated financial statements (see Note 8). All significant
intercompany accounts and transactions have been eliminated in
consolidation.
Segment Information - Anuhco operates in two industry
segments, transportation and financial services. Through Crouse
Cartage, the Company operates as a regional less-than-truckload
motor carrier primarily serving the upper central and midwest
portion of the United States. More than 90% of Crouse Cartage's
business is provided in next day service which originates or
terminates within 400 miles of its headquarters in Carroll, Iowa.
Anuhco also operates as an insurance premium finance company
through APR. APR provides short-term secured financing for
commercial insurance premiums through insurance agencies in over 20
states primarily in the midwest and upper central portion of the
United States. Over half of the insurance premiums financed by APR
are placed through insurance agencies in Missouri and Kansas.
Information regarding the Company's industry segments for the year
ended December 31, 1995 (since May 31, 1995 for APR) is as follows:
<TABLE>
<CAPTION>
Transpor- Financial Consoli-
tation Services dated
(in thousands)
<S> <C> <C> <C>
Revenues......................... $95,152 $ 2,292 $97,444
Segment Operating Income......... $ 3,970 $ 283 $ 4,253
General Corporate Expenses....... (1,401)
Nonoperating Income.............. 2,078
Income from Continuing Operations
before Income Taxes............ $ 4,930
Depreciation and Amortization.... $ 2,587 $ 234 $ 2,821
Capital Expenditures............. $ 4,432 $ 21 $ 4,453
Identifiable Assets at 12/31/95.. $26,809 $13,607 $40,416
Corporate Assets................. 48,010
Total Assets at December 31, 1995 $88,426
</TABLE>
Depreciation and Maintenance - Depreciation is computed using
the straight-line method and the following useful lives for new
equipment:
<TABLE>
<CAPTION>
<S> <C>
Revenue Equipment -
Linehaul Tractors............. 3 - 5 years
Linehaul Trailers............. 3 - 7 years
Terminal Facilities............. 19 - 31.5 years
Other Equipment................. 2 - 10 years
</TABLE>
Upon sale or retirement of operating property, the cost and
accumulated depreciation are removed from the accounts and any gain
or loss is reflected in non-operating income. The Company expenses
costs related to repairs and overhauls of equipment as incurred.
Cost of Tires - The cost of tires, including those purchased
with new equipment, is expensed when the tires are placed in
service.
Recognition of Revenues - Transportation operating revenues,
and related direct expenses, are recognized when freight is
delivered. Other operating expenses are recognized as incurred.
Financial Services revenues, consisting of interest earned on
premium finance receivables, service fee revenue and other fees are
recognized as income when earned. Operating expenses are
recognized as incurred.
Income Taxes - The Company accounts for income taxes in
accordance with the liability method as specified in the Financial
Accounting Standards Board's Statement No. 109, Accounting for
Income Taxes. Deferred income taxes are determined based upon the
difference between the book and the tax basis of the Company's
assets and liabilities. Deferred taxes are provided at the enacted
tax rates expected to be in effect when these differences reverse.
Cash Equivalents - The Company considers all highly liquid
investments purchased with an original maturity of three months or
less to be cash equivalents.
Short Term Investments - The Company's short term investments
generally are held in U. S. Treasury securities or commercial paper
of the highest rating. These investments are classified as held to
maturity securities and are recorded at amortized cost which
approximates market value.
Disclosures about Fair Value of Financial Instruments - The
following methods and assumptions were used to estimate the fair
value of each class of financial instruments:
a. Temporary Cash Investments and Short-term Investments. The
carrying amount approximates fair value because of the short
maturity of these instruments.
b. Finance Accounts Receivable Under Premium Finance Agreements -
The carrying amount approximates fair value because of the short
maturity of these instruments.
Pervasiveness of Estimates - The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results
could differ from those estimates.
Reclassifications - Certain amounts in the accompanying
consolidated balance sheets and consolidated statements of cash
flows in prior periods have been reclassified to conform with the
current period's presentations.
2. Employee Benefits
Multiemployer Plans
Crouse Cartage participates in multiemployer pension plans
which provide defined benefits to substantially all of the drivers,
dockworkers, mechanics and terminal office clerks who are members
of a union. Crouse Cartage contributed $3,688,000, $3,222,000 and
$2,780,000 to the multiemployer pension plans for 1995, 1994 and
1993, respectively. Crouse Cartage contributed $5,142,000,
$4,231,000 and $3,601,000 to the multiemployer health and welfare
plans for 1995, 1994 and 1993, respectively.
Non-Union Pension Plan
Crouse Cartage has a defined contribution profit sharing (as
defined by the Internal Revenue Code) plan ("the Non-union Plan")
providing for a mandatory Company contribution of 5% of annual
earned compensation of the non-union employees. Additional
discretionary contributions can be made by the Board of Directors
of Crouse Cartage depending upon profitability of Crouse Cartage.
Any discretionary funds contributed to the Non-union Plan will be
invested 100% in Anuhco Common Stock.
Crouse Cartage had a defined benefit pension plan covering
employees not covered under collective bargaining agreements.
Crouse Cartage terminated this plan effective December 31, 1992, at
which time all benefit accruals ceased. Benefits under the plan
were based on years of service and the employees' compensation
during the last three years of employment. All participants who
had met this plan's requirements, who had been entered into this
plan and who were actively employed by Crouse Cartage as of the
termination date, are 100% vested in their accrued plan benefits.
Crouse Cartage has purchased an annuity contract to satisfy the
individual accrued plan benefits as of the termination date.
Crouse Cartage distributed excess plan assets to plan participants
as additional annuities or through rolling them into the Non-union
Plan as elected by individual participants. Final settlement of
the terminated plan occurred in 1994 with the plan assets being
sufficient to settle all termination obligations and expenses,
including the participants' accrued plan benefits.
Pension expense, exclusive of the multi-employer pension
plans, was $396,000, $609,000 and $80,000 for the years 1995, 1994
and 1993, respectively. The accompanying consolidated balance
sheet includes a pension liability of $215,000 and $420,000 as of
December 31, 1995 and 1994, respectively.
Profit Sharing
In September, 1988, the employees of 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. The Plan
calls for profit sharing distributions to be 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
Collective Bargaining Agreement is reached between the parties,
whichever is later. The accompanying consolidated balance sheet
includes profit sharing accruals of $1,005,000 and $1,384,000 for
1995 and 1994, respectively. The accompanying consolidated
statement of income includes profit sharing expense of $3,923,000,
$5,956,000 and $3,308,000 for 1995, 1994 and 1993, respectively.
401(k) Plan
Effective January 1, 1990, Crouse Cartage established a salary
deferral program under Section 401(k) of the Internal Revenue Code
("the Code"). To date, participant contributions to the 401(k)
plan have not been matched with Company contributions. All
employees of Crouse Cartage, Anuhco and AFS are eligible to
participate in the 401(k) plan after they attain age 21 and
complete one year of qualifying employment.
APR Plans
Effective June 1, 1995, APR established a 401(k) Savings Plan
and a Money Purchase Pension Plan, both of which are defined
contribution plans. Employees of APR are eligible to participate
in the plans after they attain age 20 and one-half and complete six
months of employment.
Participants in the APR 401(k) plan may defer up to 10% of
annual compensation. APR matches 50% of the amount deferred by
each employee. APR contributions vest over five years. APR
matching contributions in 1995 were $10,000.
Under the APR Money Purchase Pension Plan APR contributes 7%
of each eligible employee's annual compensation plus 5.7% of any
compensation in excess of the Social Security wage base. APR
contributions in 1995 were $30,000.
3. Insurance Coverage
Claims and insurance accruals reflect accrued insurance
premiums and the estimated cost of incurred claims for cargo loss
and damage, bodily injury and property damage and workers'
compensation not covered by insurance. Workers' compensation
expense is included in "Salaries, wages and employee benefits" in
the accompanying consolidated statement of income.
The Company's public liability and property damage, cargo and
workers' compensation premiums are subject to retrospective
adjustments based on actual incurred losses. The actual
adjustments normally are not known for at least one year; however,
based upon a review of the preliminary compilation of losses
incurred through December 31, 1995, management does not believe any
material adjustment will be made to the premiums paid or accrued at
that date.
In connection with its public liability and property damage,
cargo and workers' compensation insurance coverage, the Company had
an irrevocable letter of credit ("LOC"), which as of December 31,
1995 was $750,000. The LOC was cancelled on February 15, 1996 and
is no longer required by the Company's insurance provider.
4. Securitization of Receivables and Revolving Credit Agreement
Securitization of Receivables
In October, 1995, the Company and APR Funding Corporation
(wholly owned subsidiary of APR) entered into an extendable three
year securitization 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
under the agreement is $30,000,000. This agreement replaced a
similar agreement with another financial institution that was
entered into in July, 1993. The purchaser permits principal
collections to be reinvested in new financing agreements. The
Company had securitized receivables of $18.9 million at December
31, 1995. The cash flows from the sale of receivables are reported
as investing activities in the accompanying consolidated statement
of cash flows. The securitized receivables are reflected as sold
in the accompanying balance sheet. The proceeds from the initial
securitization of the receivables were used to pay off the previous
securitized receivables under the prior agreement.
The terms of the agreement requires APR to maintain a minimum
tangible net worth of $8 million and contains restrictions on the
payment of dividends by APR to Anuhco without prior consent of the
financial institution. The terms of the agreement also requires
the Company to maintain a minimum tangible net worth of $50
million. The Company was in compliance with all such provisions at
December 31, 1995.
The Company did not record a gain or loss on the sales as the
costs of receivables sold approximated the proceeds. The terms of
the securitization agreement require that APR maintain a default
reserve at specified levels which serves as collateral. At
December 31, 1995, approximately $2.9 million of owned finance
receivables served as collateral under the default reserve
provision.
The Company continues to service the securitized receivables
for which it receives a servicing fee. Included in finance revenue
was $733,000 of servicing income for 1995.
Revolving Credit Agreement
In September, 1988, Crouse Cartage entered into a five-year
credit agreement with a commercial bank which provided for maximum
borrowings equaling the lesser of $2,500,000 or the borrowing base,
as defined in such agreement. Based on the value of its revenue
equipment, such borrowing base exceeds $2,500,000 at December 31,
1995. This agreement was amended and superseded on September 30,
1991, and Anuhco was added as a guarantor. In September, 1995 the
term was extended to June 30, 1997. There was no outstanding
balance on this revolving line of credit at December 31, 1995 or
1994.
On the last day of each calendar month through the term of the
agreement, Crouse Cartage is required to pay to the bank equal
payments of principal, each in an amount equal to one forty-eighth
(1/48) of the highest unpaid principal balance of the previous 12-
month period. The agreement provides for interest on borrowings at
the bank's prime rate. The effective rate at December 31, 1995 was
8.5%. The agreement can be terminated by the bank on six months
notice or by Crouse Cartage on 30 days notice after full payment of
any debt to the bank. The terms of the agreement require the
maintenance of a minimum shareholder's equity and contain
restrictions on declaration and payment of dividends, acquisition
of Crouse Cartage stock, loans to officers or employees and type of
investments. The Company was in compliance with all such
provisions at December 31, 1995.
5. Common Stock
In accordance with a resolution to amend Anuhco's Certificate
of Incorporation, duly prepared and adopted at the Company's 1993
annual meeting of its shareholders, the capital stock of Anuhco was
changed from stock without par value to $0.01 par value per share
effective June 1, 1993. Such change has no impact on total
shareholders' equity but did require a reclassification of a
portion of capital stock to paid-in capital.
On June 26, 1995, the Company adopted a program to repurchase
up to 10% of its outstanding shares of common stock. During 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.
An Incentive Stock Option Plan was adopted in 1983 which
provides that options for shares of Anuhco Common Stock may be
granted to officers and key employees at fair market value of the
stock at the time such options are granted. This plan terminated
under its provisions in May, 1993 and no further options may be
granted. During 1993 options for 5,000 shares were cancelled. In
1994, options for 5,000 shares were exercised at an exercise price
of $1.96 per share. At December 31, 1995 options for 25,000 shares
were outstanding and exercisable at an average exercise price of
$2.44 per share. These options are exercisable over a period
through 1997.
An Incentive Stock Plan was adopted in 1992 ("1992 Plan")
which provides that options for shares of Anuhco Common Stock shall
be granted to directors, and may be granted to officers and key
employees at fair market value of the stock at the time such
options are granted. Initially, 500,000 shares of Anuhco common
stock was reserved for issuance pursuant to the 1992 Plan. These
options generally become exercisable ratably over two to five years
and remain exercisable for ten years from the date of grant.
The following table is a summary of data regarding stock
options granted under the 1992 Plan:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
For the year:
Shares reserved for grant...... -- -- --
Options granted................ 65,500 63,000 56,000
Options cancelled.............. 1,000 2,500 --
Options exercised.............. 4,150 5,650 --
Average per share exercise.....
price of options exercised.... $3.23 $2.69 --
As of year end:
Options outstanding............ 188,200 127,850 73,000
Options exercisable............ 64,500 48,150 14,500
Shares available for grant..... 302,000 366,500 427,000
</TABLE>
The per share exercise prices of options outstanding as of
December 31, 1995, ranged from $2.41 to $9.79 per share. The
average per share exercise price of options exercisable at December
31, 1995 was $4.47.
In December, 1995 a non-statutory stock option to purchase
10,000 shares of Anuhco common stock was granted to the president
and chief executive officer of APR at an exercise price of $8.59
per share. This option was outstanding at December 31, 1995 and
becomes exercisable in May, 1998.
6. Income Taxes
Deferred tax assets (liabilities) attributable to continuing
operations are comprised of the following at December 31:
<TABLE>
<CAPTION>
1995 1994
(In Thousands)
<S> <C> <C>
Current Deferred Tax Assets (Liabilities):
Employee benefits................... $ (217) $ 344
Claims accruals and other........... 90 106
Reserve for doubtful accounts....... 304 177
Net Current Deferred Tax Assets... $ 177 $ 627
Deferred Tax Assets (Liabilities):
Property and equipment, principally
due to differences in depreciation.. $(1,302) $(1,118)
Alternative minimum tax credits..... 759 491
Net Deferred Tax Liabilities....... $ (543) $ (627)
</TABLE>
At December 31, 1993 the Company had approximately $31 million
of net operating loss carryforwards and $2 million of tax credit
carryforwards which were available for Federal income tax purposes.
The Company utilized all net operating loss and significant credit
carryforwards during 1994. At December 31, 1994 and 1995, the
Company had $491,000 and $759,000, respectively, of alternative
minimum tax credit carryforwards available which do not expire.
Net Deferred Tax Assets of $916,000 and $3.250 million were
recorded as a portion of the AFS Net Assets in 1995 and 1994,
respectively (see Note 8).
The following is a reconciliation of the statutory Federal
income tax rate to the effective income tax rate for continuing
operations.
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Federal statutory income tax rate... 35.0% 35.0% 35.0%
State income tax rate, net.......... 5.6 7.9 7.9
Amortization of non-deductible
acquisition intangibles............ 2.2 -- --
Other............................... .2 -- --
Net operating losses................ -- (42.9) (42.9)
Effective income tax rate........... 43.0% 0.0% 0.0%
</TABLE>
The components of the income tax provision, attributable to
continuing operations, consisted of the following:
<TABLE>
<CAPTION>
1995
Current Deferred Total
(in thousands)
<S> <C> <C> <C>
Federal............. $ 1,241 $ 455 $ 1,696
State............... 310 114 424
Total............. $ 1,551 $ 569 $ 2,120
</TABLE>
No net provision for income tax has been made for the years ended
December 31, 1994 or 1993 due to significant tax losses and related
carryforwards from the discontinued operations during those years.
7. Contingencies and Commitments
The Company is party to certain other claims and litigation
arising in the ordinary course of business. In the opinion of
management, the outcome of such claims and litigation will not
materially affect the Company's financial position.
Payments are made to tractor owner-operators under various
short-term lease agreements for the use of revenue equipment.
These lease payments, which totaled $11,527,000, $11,138,000 and
$9,555,000 for 1995, 1994 and 1993, respectively, are primarily
based on miles traveled or on a percent of revenue generated
through the use of the equipment.
In December, 1995, Anuhco entered into definitive agreements
to acquire, for approximately $12 million cash, one hundred percent
of the outstanding stock of Universal Premium Acceptance
Corporation and UPAC of California (together referred to as
"UPAC"). UPAC is an insurance premium finance company
headquartered in St. Louis, Missouri. The acquisition of UPAC is
subject to the satisfaction of certain conditions and is expected
to be consummated by the end of March, 1996.
Future commitments for the purchase of operating property
totaled approximately $1.0 million at December 31, 1995.
8. AFS Net Assets
Under the provisions of 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
distributions to those creditors occur. The Joint Plan also
provided for distributions to Anuhco as unsecured creditor
distributions occurred in excess of 50% of allowed claims. Such
distributions were recognized as "Income from Discontinued
Operations". After unsecured creditors received distributions,
including interest, equivalent to 130% of their allowed claims,
Anuhco receives the full benefit of any remaining assets through
its ownership of AFS stock. As of December 31, 1995, all unsecured
creditors have been paid an amount equal to 130% of their allowed
claims, which is the maximum distribution provided under the Joint
Plan. Anuhco has received distributions in accordance with the
Joint Plan of $36 million. In addition, AFS paid dividends of $25
million and $6.8 million to Anuhco on December 28, 1994 and July 5,
1995, respectively.
On November 3, 1994 Anuhco, through its subsidiary AFS,
collected a judgment against Westinghouse Electric Corporation
("WEC") for failure to provide financing pursuant to a loan
commitment issued by WEC on June 3, 1988. As a result, on November
16, 1994, AFS declared a distribution under the Joint Plan to
unsecured creditors and Anuhco. Such distribution resulted in the
full payment of all AFS's resolved claims and liabilities. These
events resulted in the recognition of Income from Discontinued
Operations of $54.8 million in 1994. No net provision for income
tax was recorded in 1994 due to the reversal of valuation
allowances previously provided as a result of the significant tax
losses and related carryforwards which existed from previous years.
In 1995, the Company recognized Income from Discontinued Operations
of $3.6 million (net of income tax provision of $1.9 million)
resulting primarily from a more favorable resolution of a
significant claim against the estate, than had originally been
estimated.
The remaining AFS net assets are depicted in the following
table. The conversion of these assets and settlement of these
liabilities is anticipated to be substantially completed during
1996.
<TABLE>
<CAPTION>
Amount
(In Thousands)
<S> <C>
Cash and Short-Term Investments............. $14,404
Deposits, Prepayments and Other............. 2,678
Currently Refundable Income Taxes........... 829
Deferred Income Tax Asset (primarily
reserves and claims accruals)............. 916
Contingent Asset, at estimated net
realizable value.......................... 800
Real Property, at estimated net realizable
value..................................... 225
Priority Wages, Taxes and Other............. (2,562)
Unsecured Liabilities....................... ( 450)
Net Assets.................................. $16,840
</TABLE>
Assets and Liabilities - Assets, including real property
remaining at December 31, 1995, are stated at estimated net
realizable value. Remaining assets and liabilities have been more
fully identified and described in the Disclosure Statement to the
Joint Plan.
AFS has provided notice to all known creditors and the
deadline for filing claims to be resolved under the Joint Plan has
expired. Creditors are barred from submitting claims after the
deadline. At December 31, 1995, unresolved claims filed by the
creditors of approximately $11 million were significantly in excess
of recorded liabilities. Subsequent to December 31, 1995, the
gross amount of unresolved claims was reduced to approximately $4
million. AFS is in the process of investigating the remaining
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, liabilities are
reflected at estimated amounts due or are based on claims filed.
9. 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 $11.3 million. In addition to the Stock Purchase
Agreement by which Anuhco acquired all of the APR stock, Anuhco
entered into a consulting agreement with the former majority
shareholder of APR, and an employment agreement with APR's
president and chief executive officer. Under the former, Anuhco is
entitled to consult with the former majority shareholder regarding
APR for three years. Under the latter, APR is entitled to the
continuation of the services of APR's 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.
In connection with the purchase of APR, Anuhco recorded
goodwill of $2.4 million, which is being amortized on the straight-
line basis over 15 years, and a software and service agreement of
$1.0 million, which is being amortized over 5 years.
The following reflects the operating results of Anuhco for the
three years ended December 31, 1995, 1994, and 1993 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>
1995 1994 1993
<S> <C> <C> <C>
Operating Revenue............ $99,029 $99,461 $80,331
Income from Continuing
Operations................. 2,906 5,689 2,617
Income from Discontinued
Operations................. 3,576 54,845 3,750
Net Income................... $ 6,482 $60,534 $ 6,367
Net Income Per Share -
Continuing Operations...... $0.39 $0.75 $0.35
Discontinued Operations.... 0.48 7.27 0.49
Total.................... $0.87 $8.02 $0.84
</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.
ANUHCO, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION
December 31, 1995 and 1994
Summary of Quarterly Financial Information (Unaudited):
Anuhco's quarterly operating results, as well as those of the
motor carrier industry in general, fluctuate with the seasonal
changes in tonnage levels and with changes in weather related
operating conditions. Inclement weather conditions during the
winter months adversely affect freight shipments and increase
operating costs. Historically, Anuhco has achieved its best
operating results in the second and third quarters when adverse
weather conditions have a lesser effect on operating efficiency.
Discontinued operations reflects the continuing winddown of
the AFS and related estates. Included in Income from Discontinued
Operations for the fourth quarter of 1995 was the adjustment of
management's estimate of the net realizable value of AFS Net Assets
of $2.7 million resulting primarily from the favorable resolution
of a significant claim against the estate. Included in Income from
Discontinued Operations for the fourth quarter of 1994 was the
collection in November, 1994 of a judgment against Westinghouse
Electric Corporation (see Note 8 to the consolidated financial
statements).
The following table sets forth selected unaudited financial
information for each quarter of 1995 and 1994 (in thousands, except
per share amounts).
<TABLE>
<CAPTION>
1995
First Second Third Fourth Full Yr
<S> <C> <C> <C> <C> <C>
Revenue...................... $24,632 $24,569 $24,651 $23,592 $97,444
Operating Income............. 969 483 684 716 2,852
Nonoperating Income (Expense) 630 505 500 443 2,078
Income from Continuing
Operations................. 911 563 675 661 2,810
Income from Discontinued
Operations................. 368 227 272 2,709 3,576
Net Income................... 1,279 790 947 3,370 6,386
Income per Share from
Continuing Operations...... 0.12 0.07 0.09 0.09 0.38
Income per Share from
Discontinued Operations.... 0.05 0.03 0.04 0.38 0.48
Net Income per Share......... 0.17 0.10 0.13 0.47 0.86
</TABLE>
<TABLE>
<CAPTION>
1994
First Second Third Fourth Full Yr
<S> <C> <C> <C> <C> <C>
Revenue...................... $21,184 $25,174 $24,913 $24,501 $95,772
Operating Income............. 742 1,844 1,441 1,194 5,221
Nonoperating Income (Expense) 10 31 82 151 274
Income from Continuing
Operations................. 752 1,875 1,523 1,345 5,495
Income from Discontinued
Operations................. -- 1,250 -- 53,595 54,845
Net Income................... 752 3,125 1,523 54,940 60,340
Income per Share from
Continuing Operations...... 0.10 0.25 0.20 0.18 0.73
Income per Share from
Discontinued Operations.... -- 0.16 -- 7.10 7.27
Net Income per Share......... 0.10 0.41 0.20 7.28 8.00
</TABLE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
As previously reported in the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995, 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 the Company's Quarterly Report on Form 10-
Q for the quarter ended September 30, 1995 and 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 of the Form 10-Q with respect to Arthur
Andersen LLP. A copy of such letter is filed as Exhibit 16 to the Form 10-Q.
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.
PART III
Item 10. Directors and Executive Officers of the Registrant
Pursuant to General Instruction G(3), the information required by this
Item 10 is hereby incorporated by reference from the Anuhco, Inc. Proxy
Statement for Annual Meeting of Shareholders to be held on May 22, 1996,
which the Registrant will file pursuant to Regulation 14-A. (See Item 4,
included elsewhere herein, for a listing of Executive Officers of the
Registrant).
Item 11. Executive Compensation
Pursuant to General Instruction G(3), the information required by this
Item 11 is hereby incorporated by reference from the Anuhco, Inc. Proxy
Statement for Annual Meeting of Shareholders to be held on May 22, 1996,
which the Registrant will file pursuant to Regulation 14-A.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Pursuant to General Instruction G(3), the information required by this
Item 12 is hereby incorporated by reference from the Anuhco, Inc. Proxy
Statement for Annual Meeting of Shareholders to be held on May 22, 1996,
which the Registrant will file pursuant to Regulation 14-A.
Item 13. Certain Relationships and Related Transactions
Pursuant to General Instruction G(3), the information required by this Item
13 is hereby incorporated by reference from the Anuhco, Inc. Proxy Statement
for Annual Meeting of Shareholders to be held on May 22, 1996, which the
Registrant will file pursuant to Regulation 14-A.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. Financial Statements
Included in Item 8, Part II of this Report -
Consolidated Balance Sheet at December 31, 1995 and 1994
Consolidated Statement of Income for the years ended
December 31, 1995, 1994 and 1993
Consolidated Statement of Cash Flows for the years
ended December 31, 1995, 1994 and 1993
Consolidated Statement of Shareholders' Equity for the
years ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
Supplemental Financial Information (Unaudited) -
Summary of Quarterly Financial Information for 1995 and
1994
(a)2. Financial Statement Schedules
Included in Item 14, Part IV of this Report -
Financial Statement Schedules for the three years ended
December 31, 1995:
Schedule II - Valuation and Qualifying Accounts
Other financial statement schedules are omitted either because of
the absence of the conditions under which they are required or
because the required information is contained in the consolidated
financial statements or notes thereto.
(a)3. Exhibits
2(a) - Fifth Amended Joint Plan of Reorganization of the Registrant
and others and Registrant's Disclosure Statement Relating to
the Fifth Amended Joint Plan of Reorganization. Filed as
Exhibit 28(a) and 28(b) to the Registrant's Form 8-K dated
March 21, 1991.
2(b) - United States Bankruptcy Court order confirming the Fifth
Amended Joint Plan of Reorganization of the Registrant and
others. Filed as Exhibit 28(c) to Registrant's Form 8-K
dated June 11, 1991.
3(a) - 1993 Restated Certificate of Incorporation of the Registrant.
Filed as Exhibit 3 to Registrant's Form 10-Q dated August 4,
1993.
3(b) - Restated By-Laws of the Registrant. Filed as Exhibit 3(b) to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 by Amendment No. 1 dated December
12, 1995.
4 - Specimen Certificate of the Common Stock, no par value, of
the Registrant. Filed as Exhibit 4 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 by
Amendment No. 1 dated July 30, 1992.
10(a) - Registrant's 1983 Incentive Stock Option Plan. Filed as
Exhibit 10(a) to Registrant's Registration Statement No. 2-
83536, effective May 22, 1986.
10(b) - Form of Indemnification Agreement with Directors and
Executive Officers. Filed as Exhibit 10(k) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1986.
10(c) - Trust and Security Agreement by and between American Freight
System, Inc. (Grantor) and The Merchants Bank (Trustee),
dated July 11, 1991. Filed as Exhibit 10(c) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1991 by Amendment No. 1 dated July 30, 1992.
10(d) - Secured Revolving Credit Agreement for a revolving credit
facility in the amount of $2,500,000 by and between Crouse
Cartage Company and Bankers Trust Company of Des Moines,
Iowa. Filed as Exhibit 10(i) to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991 by
Amendment No. 1 dated July 30, 1992.
10(e) - Registrant's 1992 Incentive Stock Plan. Filed as Exhibit
10(j) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992.
10(f) - Stock Purchase Agreement dated May 23, 1995 by and among
Anuhco, Inc., Seafield Capital Corporation and C. Ted
McCarter. Filed as Exhibit 2(a) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995.
10(g) - Consulting and Assignment Agreement dated May 31, 1995 by and
between Seafield Capital Corporation and Anuhco, Inc. Filed
as Exhibit 10(a) to Registrant's Quarterly Report on Form 10-
Q for the quarter ended June 30, 1995.
10(h) - 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. Filed as Exhibit 10(a) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995.
16 - Letter re: Change in Certifying Accountant. Filed as Exhibit
16 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995.
22* - List of all subsidiaries of Anuhco, Inc., the state of
incorporation of each such subsidiary, and the names under
which such subsidiaries do business.
24(a)* - Consent of Independent Accountant (Coopers & Lybrand,
L.L.P.).
24(b)* - Consent of Independent Accountant (Arthur Andersen, LLP).
27* - Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 31,
1995.
* Filed herewith.
</PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
Schedule II - Valuation and Qualifying Accounts
<CAPTION>
Balance Additions
at Charged Charged to Balance
Beginning to Other Deduc- at End
Description of Year Expense Accounts tions(1) of Year
(In Thousands)
<S> <C> <C> <C> <C> <C>
Allowance for doubtful freight
accounts (deducted from
freight accounts receivable)
Year Ended December 31 -
1995........ $412 $ 90 $ - $( 93) $409
1994........ 358 150 - ( 96) 412
1993........ 314 172 - (128) 358
Allowance for doubtful finance
accounts (deducted from
finance accounts receivable)
Year Ended December 31 -
1995......... $ - $175 $515(2) $(339) $351
</TABLE>
(1) Deduction for purposes for which reserve was created.
(2) Allowance established as of May 31, 1995, the date of acqui-
sition of Agency Premium Resource, Inc. and Subsidiary.
</PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 11, 1996 By /s/ Timothy P. O'Neil
Timothy P. O'Neil,
President, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Timothy P. O'Neil President, Chief Financial Officer
Timothy P. O'Neil and Treasurer (Principal Executive
and Accounting Officer)
/s/ John P. Bigger /s/ Roy R. Laborde
John P. Bigger, Vice Chairman Roy R. Laborde, Chairman of the
of the Board of Directors Board of Directors
/s/ William D. Cox /s/ Timothy P. O'Neil
William D. Cox, Director Timothy P. O'Neil, Director
/s/ Larry Crouse /s/ Eleanor B. Schwartz
Lawrence D. Crouse, Director Eleanor B. Schwartz, Director
/s/ Donald M. Gamet /s/ Walter P. Walker
Donald M. Gamet, Director Walter P. Walker, Director
/s/ Harold C. Hill, Jr.
Harold C. Hill Jr., Director
March 11, 1996
Date of all signatures
</PAGE>
<TABLE>
ANUHCO, INC. AND SUBSIDIARIES
Exhibit Index
<CAPTION>
Exhibit
No. Exhibit Description
<S> <C>
22 List of all subsidiaries of Anuhco, Inc., the state
of incorporation of each subsidiary, and the names
under which such subsidiaries do business.
24(a) Consent of Independent Accountant (Coopers & Lybrand, L.L.P.).
24(b) Consent of Independent Accountant (Arthur Andersen LLP).
27 Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM ANUHCO, INC. CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED
DECEMBER 31, 1995, AND CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1995,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000719271
<NAME> ANUHCO, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 6617
<SECURITIES> 27366
<RECEIVABLES> 17002
<ALLOWANCES> 760
<INVENTORY> 0
<CURRENT-ASSETS> 68533
<PP&E> 33947
<DEPRECIATION> 17724
<TOTAL-ASSETS> 88426
<CURRENT-LIABILITIES> 7603
<BONDS> 0
0
0
<COMMON> 76
<OTHER-SE> 80204
<TOTAL-LIABILITY-AND-EQUITY> 88426
<SALES> 0
<TOTAL-REVENUES> 97444
<CGS> 0
<TOTAL-COSTS> 94592
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 76
<INCOME-PRETAX> 4930
<INCOME-TAX> 2120
<INCOME-CONTINUING> 2810
<DISCONTINUED> 3576
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6386
<EPS-PRIMARY> .86
<EPS-DILUTED> .86
</TABLE>
Exhibit 22
<TABLE>
<CAPTION>
State of
Subsidiaries of Anuhco, Inc. Incorporation
<S> <C>
Crouse Cartage Company Iowa
CC Investment Corporation Iowa
American Freight System, Inc.
(d/b/a AFS, Inc.) Delaware
Agency Premium Resource, Inc. Kansas
Subsidiaries of Agency Premium Resource, Inc.
Agency Services, Inc. Kansas
APR Funding Corporation Delaware
(All companies do business under same name unless otherwise
indicated).
</TABLE>
</PAGE>
Exhibit 24(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into the Company's
previously filed Registration Statements on Form S-8 for the
Anuhco, Inc. 1992 Incentive Stock Plan, File No. 33-51494, the
American Carriers, Inc. 1983 Incentive Stock Option Plan, File No.
2-86915, and the Stock Option Agreement by and between Anuhco, Inc.
and C. Ted McCarter, effective May 31, 1995, File No. 33-62553, of
our report dated February 23, 1996 on our audit of the consolidated
financial statements and financial statement schedule of Anuhco,
Inc. as of December 31, 1995 and for the year then ended, which
report is incorporated by reference in this Annual Report on Form
10-K.
/s/ Coopers & Lybrand, L.L.P.
COOPERS & LYBRAND, L.L.P.
Kansas City, Missouri
March 11, 1996
</PAGE>
Exhibit 24(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent accountants, we hereby consent to the incorporation
of our report included in this Form 10-K into the Company's
previously filed Registration Statements on Form S-8 for the
Anuhco, Inc. 1992 Incentive Stock Plan, File No. 33-51494, the
American Carriers, Inc. 1983 Incentive Stock Option Plan, File No.
2-86915, and the Stock Option Agreement by and between Anuhco, Inc.
and C. Ted McCarter, effective May 31, 1995, File No. 33-62553.
/s/ Arthur Andersen, LLP
ARTHUR ANDERSEN, LLP
Kansas City, Missouri
March 11, 1996
</PAGE>
