UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-12321
TRANSFINANCIAL HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 46-0278762
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8245 Nieman Road, Suite 100
Lenexa, Kansas 66214
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 859-0055
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes ( X ) No ( )
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at August 13, 1999
Common stock, $0.01 par value 3,252,115 Shares
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30,
(In thousands, except per share amounts)
(Unaudited)
<CAPTION>
1999 1998
<S> <C> <C>
Operating Revenues.......................................................... $ 40,261 $ 37,036
Operating Expenses.......................................................... 40,438 36,770
Operating Income (Loss)..................................................... (177) 266
Nonoperating Income (Expense)
Interest income.......................................................... 27 87
Interest expense......................................................... (290) (17)
Other.................................................................... (15) 61
Total nonoperating income (expense).................................. (278) 131
Income (Loss) Before Income Taxes........................................... (455) 397
Income Tax Provision (Benefit).............................................. (134) 221
Net Income (Loss)........................................................... $ (321) $ 176
Basic and Diluted Earnings (Loss) Per Share................................. $ (0.09) $ 0.03
Basic Average Shares Outstanding............................................ 3,612 6,055
Diluted Average Shares Outstanding.......................................... 3,613 6,118
<FN>
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
</TABLE>
<TABLE>
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30,
(In thousands, except per share amounts)
(Unaudited)
<CAPTION>
1999 1998
<S> <C> <C>
Operating Revenues.......................................................... $ 80,118 $ 74,038
Operating Expenses.......................................................... 80,291 73,472
Operating Income (Loss)..................................................... (173) 566
Nonoperating Income (Expense)
Interest income.......................................................... 48 154
Interest expense......................................................... (546) (67)
Other.................................................................... 9 95
Total nonoperating income (expense).................................. (489) 182
Income (Loss) Before Income Taxes........................................... (662) 748
Income Tax Provision (Benefit).............................................. (169) 410
Net Income (Loss)........................................................... $ (493) $ 338
Basic and Diluted Earnings (Loss) Per Share................................. $ (0.14) $ 0.06
Basic Average Shares Outstanding............................................ 3,612 6,054
Diluted Average Shares Outstanding.......................................... 3,613 6,120
<FN>
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
</TABLE>
<TABLE>
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
ASSETS (Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents................................................ $ 1,967 $ 3,256
Freight accounts receivable, less allowance
for credit losses of $478 and $387................................... 13,918 13,351
Finance accounts receivable, less allowance
for credit losses of $629 and $566................................... 17,344 12,584
Current deferred income taxes............................................ 2,649 2,548
Other current assets..................................................... 3,368 2,401
Total current assets................................................. 39,246 34,140
Operating Property, at Cost:
Revenue equipment........................................................ 32,218 31,969
Land..................................................................... 3,681 3,681
Structures and improvements.............................................. 11,224 11,130
Other operating property................................................. 11,072 10,500
58,195 57,280
Less accumulated depreciation........................................ (26,004) (24,122)
Net operating property........................................... 32,191 33,158
Intangibles, net of accumulated amortization................................ 9,464 9,777
Other Assets................................................................ 825 688
$ 81,726 $ 77,763
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Cash overdrafts.......................................................... $ 2,204 $ 1,976
Accounts payable......................................................... 4,240 3,093
Current maturities of long-term debt..................................... 900 300
Accrued payroll and fringes.............................................. 6,940 6,068
Other accrued expenses................................................... 3,620 3,685
Total current liabilities............................................ 17,904 15,122
Deferred Income Taxes....................................................... 1,741 1,867
Long-Term Debt (Note 4)..................................................... 14,100 9,700
Shareholders' Equity (Note 5)
Preferred stock with $0.01 par value, authorized 1,000,000 shares,
none outstanding..................................................... -- --
Common stock with $0.01 par value, authorized 13,000,000 shares,
issued 7,596,756 and 7,593,592 shares................................ 76 76
Paid-in capital.......................................................... 6,098 6,090
Retained earnings........................................................ 76,874 77,367
Treasury stock, 4,345,561 and 3,661,220 shares, at cost.................. (35,067) (32,459)
Total shareholders' equity........................................... 47,981 51,074
$ 81,726 $ 77,763
<FN>
The accompanying notes to condensed consolidated balance sheets are an integral part of these statements.
</TABLE>
<TABLE>
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
(In thousands) (Unaudited)
<CAPTION>
1999 1998
<S> <C> <C>
Cash Flows From Operating Activities
Net income (loss)................................................... $ (493) $ 338
Adjustments to reconcile net income (loss) to cash
provided by (used in) operating activities
Depreciation and amortization..................................... 2,526 2,689
Provision for credit losses....................................... 559 268
Deferred income tax benefit....................................... (227) (1,187)
Other............................................................. 23 (48)
Net increase (decrease) from change in other
working capital items affecting operating activities........... (41) 2,289
2,347 4,349
Cash Flows From Investing Activities
Proceeds from discontinued operations............................... -- 6,345
Purchase of finance subsidiary...................................... -- (4,178)
Purchase of operating property, net................................. (1,269) (5,213)
Origination of finance accounts receivable.......................... (101,361) (71,682)
Sale of finance accounts receivable................................. 74,622 54,722
Collection of owned finance accounts receivable..................... 21,542 16,315
Purchases of short-term investments................................. -- (2,998)
Maturities of short-term investments................................ -- 3,018
Other............................................................... (137) (303)
(6,603) (3,974)
Cash Flows From Financing Activities
Cash overdrafts..................................................... 228 2,593
Borrowings on Long-Term Note Payable................................ 5,000 --
Payments to acquire treasury stock.................................. (2,603) --
Borrowing (repayments) on line of credit agreements, net............ 346 (2,500)
Other............................................................... (4) (49)
2,967 44
Net Decrease in Cash and Cash Equivalents............................. (1,289) 419
Cash and Cash Equivalents at beginning of period...................... 3,256 4,778
Cash and Cash Equivalents at end of period............................ $ 1,967 $ 5,197
Cash Paid During the Period for
Interest............................................................ $ 546 $ 62
Income Tax.......................................................... $ 29 $ 363
<FN>
On May 29, 1998, the Company acquired all of the capital stock of Oxford Premium Finance, Inc. ("Oxford") for approximately
$4,178,000. In conjunction with the acquisition, liabilities were assume as follows:
1998
Fair value of assets acquired 22,338
Cash paid for capital stock and acquisition expenses (4,178)
Intangibles 1,876
Liabilities assumed $ 20,036
In connection with the acquisition of Oxford, $19.0 million of its finance accounts receivables were sold under the securitization
agreement. The proceeds of the sale were paid directly to Oxford's former line of credit bank to repay the balance outstanding
under the line at the date of acquisition.
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
</TABLE>
<TABLE>
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED 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 December 31, 1997.................. $ 75 $ 5,581 $ 79,394 $(12,565) $ 72,485
Net loss...................................... -- -- (2,027) -- (2,027)
Issuance of shares under incentive plans...... 1 509 -- (591) (81)
Purchase of 2,115,422 shares of common stock.. -- -- -- (19,303) (19,303)
Balance at December 31, 1998.................. 76 6,090 77,367 (32,459) 51,074
Net loss...................................... -- -- (493) -- (493)
Issuance of shares under incentive plans...... -- 8 -- (5) 3
Purchase of 638,241 shares of common stock.... -- -- -- (2,603) (2,603)
Balance at June 30, 1999 (Unaudited).......... $ 76 $ 6,098 $ 76,874 $(35,067) $ 47,981
<FN>
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
</TABLE>
TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. PRINCIPLES OF CONSOLIDATION AND SIGNIFICANT ACCOUNTING POLICIES
The condensed consolidated financial statements include TransFinancial
Holdings, Inc. ("TransFinancial") and all of its subsidiary companies (the
"Company"). All significant intercompany accounts and transactions have been
eliminated in consolidation. The condensed financial statements included herein
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") and have not been examined or reviewed by
independent public accountants. The year end condensed balance sheet data was
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. In the opinion of
management, all adjustments necessary to fairly present the results of
operations have been made.
Pursuant to SEC rules and regulations, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
from these statements unless significant changes have taken place since the end
of the most recent fiscal year. TransFinancial believes that the disclosures
contained herein, when read in conjunction with the financial statements and
notes included in TransFinancial's Annual Report on Form 10-K, filed with the
SEC on March 15, 1999, are adequate to make the information presented not
misleading. It is suggested, therefore, that these statements be read in
conjunction with the statements and notes included in the aforementioned report
on Form 10-K.
As of July 1, 1998, the Company prospectively decreased the estimated
remaining useful life of certain purchased software to reflect the Company's
plan to substantially revise and replace the software. This change decreased
amortization expense in the second quarter and six months of 1999 by $50,000 and
$100,000 and decreased net loss by approximately $30,000, or $0.01 per share,
and $60,000, or $0.02 per share, for the periods. This change will decrease
amortization expense and increase operating income by approximately $100,000 for
the remainder of 1999 from amounts which would have been recorded had the change
not been made.
2. SEGMENT REPORTING
The Company operates in three business segments: transportation, financial
services, and industrial technology. Other items are shown in the table below
for purposes of reconciling to consolidated amounts.
<TABLE>
<CAPTION>
Second Quarter Six Months
Operating Operating Operating Operating Total
($ in thousands) Revenues Income Revenues Income Assets
<S> <C> <C> <C> <C> <C> <C>
Transportation 1999 $ 38,013 $ (349) $ 75,869 $ (359) $47,575
1998 33,227 658 70,774 1,487 50,359
Financial Services 1999 2,220 490 4,189 780 27,969
1998 1,773 114 3,193 60 25,750
Industrial Technology 1999 -- (51) -- (94) 128
1998 -- (269) -- (462) 717
Total Segments 1999 40,233 90 80,058 327 75,672
1998 37,000 503 73,967 1,085 76,826
General Corporate and Other 1999 28 (267) 60 (500) 6,054
1998 36 (237) 71 (519) 14,918
Consolidated 1999 40,261 (177) 80,118 (173) 81,726
1998 37,036 266 74,038 566 91,144
</TABLE>
3. ACQUISITION OF PREMIUM FINANCE SUBSIDIARY
On May 29, 1998, TransFinancial Holdings, Inc. ("TransFinancial" or "the
Company") through Universal Premium Acceptance Corporation ("UPAC"), its
insurance premium finance subsidiary, completed the acquisition of all of the
issued and outstanding stock of Oxford Premium Finance, Inc. ("Oxford") for
approximately $4.2 million. Oxford offers short-term collateralized financing
of commercial insurance premiums through approved insurance agencies in 17
states throughout the United States. At May 29, 1998, Oxford had outstanding
net finance receivables of approximately $22.5 million. This transaction was
accounted for as a purchase. UPAC sold an additional $4.2 million of its
receivables under its receivable securitization agreement to obtain funds to
consummate the purchase. Concurrently with the closing of the acquisition, UPAC
amended its receivables securitization agreement to increase the maximum
allowable amount of receivables to be sold under the agreement and to permit the
sale of Oxford's receivables under the agreement. Effective on May 29, 1998,
Oxford sold approximately $19 million of its receivables under the
securitization agreement using the proceeds to repay the balance outstanding
under its prior financing arrangement. The terms of the acquisition and the
purchase price resulted from negotiations between UPAC and Oxford Bank & Trust
Company, the former sole shareholder of Oxford. In connection with the purchase
of Oxford TransFinancial recorded goodwill of $1.9 million which will be
amortized on the straight-line basis over 15 years.
The operating results of Oxford are included in the consolidated operating
results of TransFinancial after May 29, 1998. The following reflects the
consolidated operating results of TransFinancial for the second quarter and six
months ended June 30, 1998, assuming the acquisition occurred as of the
beginning of the period:
PRO FORMA OPERATING RESULTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Second Six
Quarter Months
1998 1998
Operating Revenues............... $37,235 $74,511
Net Income....................... $ 188 $ 371
Basic and Diluted Earnings Per Share$ 0.03 $ 0.06
The pro forma results of operations are not necessarily indicative of the
actual results that would have been obtained had the acquisitions been made at
the beginning of the respective periods, or of results which may occur in the
future.
4. FINANCING AGREEMENTS
SECURITIZATION OF RECEIVABLES
TransFinancial, UPAC and APR Funding Corporation (a wholly-owned subsidiary)
have entered into an extendible three year securitization agreement with a
financial institution whereby undivided interests in a designated pool of
accounts receivable can be sold on an ongoing basis. Effective July 14, 1999,
the securitization agreement was amended to modify the definition of eligible
receivables under the securitization agreement and to decrease the maximum
allowable amount of receivables to be sold under the agreement to $75.0 million.
The purchaser permits principal collections to be reinvested in new financing
agreements. The Company had securitized receivables of $62.6 million and $59.9
million at June 30, 1999 and 1998. 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 terms of the agreement require UPAC to maintain a minimum book net worth
of $20.0 million and contain restrictions on the payment of dividends by UPAC to
TransFinancial without prior consent of the financial institution. The terms of
the agreement also require the Company to maintain a minimum consolidated
tangible net worth of $35 million and a minimum ratio of EBITDA to interest and
securitization fees of 1.5 to 1.0. The Company was in compliance with all such
provisions at June 30, 1999. The terms of the securitization agreement also
require that UPAC maintain a default reserve at specified levels which serves as
collateral. At June 30, 1999, approximately $7.3 million of owned finance
receivables served as collateral under the default reserve provision.
SECURED LOAN AGREEMENTS
In January 1998, Crouse entered into a three-year Secured Loan Agreement with
a commercial bank which provides for a $4.5 million working capital line of
credit loan ("Working Capital Line"). The following table summarizes activity
under the Working Capital Line in the second quarter and six months ended June
30, 1999 and 1998 (in thousands, except percentages):
Second Quarter Six Months
1999 1998 1999 1998
Balance outstanding at end of period $ 346 $ -- $ 346 $ --
Average amount outstanding.......... $ 115 $ 343 $ 360 $1,160
Maximum month end balance outstanding $ 346 $1,029 $2,414 $2,752
Interest rate at end of period...... 7.75% 8.50% 7.75% 8.50%
Weighted average interest rate...... 7.50% 8.50% 7.50% 8.50%
In September 1998, the Company entered into a two-year secured loan agreement
with a commercial bank which enabled the Company to borrow $10.0 million (the
"Loan"), secured by freight accounts receivable and a second lien on revenue
equipment. In March 1999, the Loan was amended and restated to increase the
borrowing to $15.0 million. The Loan bears interest at 25 basis points below
the bank's prime rate, 7.75% at June 30, 1999. The terms of the Loan provide
for monthly payments of interest only through September 30, 1999, with monthly
principal payments thereafter of $100,000 plus interest through maturity on
September 30, 2000.
The terms of the Loan require the Company to maintain a minimum tangible net
worth of $35 million, a ratio of current assets to current liabilities of 1.25
to 1.00, a ratio of total liabilities to tangible net worth of 1.0 to 1.0, and
contain restrictions on the payment of dividends without prior consent of the
Lender. The Company was in compliance with all such provisions at June 30,
1999. The proceeds of the Loan were used to repurchase shares of the Company's
common stock.
5. STOCK REPURCHASE
In the first quarter of 1999, the Board of Directors authorized the repurchase
of 1,030,000 shares of the Company's common stock. Through June 30, 1999, a
total of 683,241 shares had been repurchased at a cost of approximately $2.6
million.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
Second quarter ended June 30, 1999 compared to the second quarter ended June 30,
1998 and six months ended June 30, 1999 compared to the six months ended June
30, 1998.
TransFinancial operates primarily in three distinct segments; transportation,
through its subsidiary, Crouse; financial services, through its subsidiary,
UPAC; and industrial technology, through its subsidiary, Presis.
TRANSPORTATION
Operating Revenue - The changes in transportation operating revenue are
summarized in the following table (in thousands):
Qtr. 2 1999 Six Months 1999
vs. vs.
Qtr. 2 1998 Six Months 1998
Increase (decrease) from:
Increase in LTL tonnage........................ 2,246 3,778
Increase in LTL revenue per hundredweight..... 480 1,350
Increase/Decrease in truckload revenues........ 60 (33)
Net increase............................... 2,786 5,095
Less-than-truckload ("LTL") operating revenues rose by 8.8% and 8.2% for the
second quarter and six months of 1999, as compared to the same periods in 1998.
Crouse achieved increases of 7.2% and 6.1% in LTL tons of the second quarter and
six months of 1999, compared to 1998. Crouse's LTL revenue yield improved 1.5%
and 2.1% for the same periods of 1999 due to general rate increases effective
November 1998 and the Company's focus on yield improvement. The severe winter
weather experienced in the Company's operating territory in the first quarter of
1999 and prolonged union contract negotiations which ultimately resulted in a
one day strike at the Company's Chicago terminal significantly affected the
Company's operations by limiting the Company's revenue growth relative to
increased operating expenses.
Truckload operating revenues were up 1.5% in the second quarter of 1998 on
1.5% more shipments. For the first six months of 1999 truckload revenues fell
0.4% on 0.6% fewer shipments. The decline in truckload operating revenues and
shipments for the six months ended June 30, 1999 was due primarily to the
temporary closing of a meat processing plant operated by one of the Company's
customers.
Operating Expenses - A comparative summary of transportation operating expenses
as a percent of transportation operating revenue follows:
<TABLE>
<CAPTION>
Percent of Operating Revenue
Second Quarter Six Months
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Salaries, wages and employee benefits.................... 58.9% 57.5% 59.4% 58.1%
Operating supplies and expenses.......................... 13.1% 12.7% 12.6% 12.2%
Operating taxes and licenses............................. 2.8% 2.8% 2.6% 2.6%
Insurance and claims..................................... 2.4% 1.8% 2.2% 1.9%
Depreciation............................................. 2.7% 2.8% 2.8% 2.8%
Purchased transportation and rents....................... 21.0% 20.5% 20.9% 20.3%
Total operating expenses............................. 100.9% 98.1% 100.5% 97.9%
</TABLE>
Crouse's operating expenses as a percentage of operating revenue, or operating
ratio, was 100.9% and 100.5% for the second quarter and six months ended June
30, 1999, which were higher than the same periods of 1998. The increases in
salaries, wages and employee benefits as a percent of operating revenue in the
periods of 1999 as compared to the same periods of 1998 were due to two factors.
First, the Company was required to make payments for retroactive pay increases
totaling approximately $180,000 in connection with the resolution of certain
local union contracts which expired March 31, 1998. Additionally, the adverse
impacts of the severe winter weather, the closing of a customer's meat
processing plant and union labor difficulties on 1999 revenues contributed to
certain inefficiencies in the utilization of productive labor relative to
revenues. Increased fuel prices in the first half of 1999 led to a rise in
operating supplies and expenses as a percentage of revenue in comparison to the
second quarter and six months of 1998. Purchased transportation and rents
expense as a percent of operating revenue increased in 1999 from the second
quarter and six months of 1998 due to the addition of certain tractors and
trailers pursuant to long-term operating leases in 1998.
FINANCIAL SERVICES
For the second quarter of 1999, UPAC reported operating income of $490,000 on
net financial services revenue of $2.2 million, as compared to operating income
of $114,000 on net financial services revenue of $1.8 million, for the
comparable period of 1998. For the first six months of 1999, UPAC reported
operating income of $780,000 on net financial services revenue of $4.2 million,
as compared to operating income of $60,000 on net financial services of $3.2
million. The increase in net financial services revenue and operating income
was the result of increased average total receivables outstanding offset in part
by a lower average yield on finance contracts. The growth in average total
receivables outstanding was due to the acquisition on May 29, 1998 of Oxford
Premium Finance, Inc., an insurance premium finance business serving the
Chicago area and the industrial Midwest, and the addition of marketing
representatives in other key markets. A decrease in consulting fees in the
second quarter and first six months of 1999 resulting from the expiration,
effective December 31, 1998, of a consulting agreement with the former owner of
UPAC also contributed to the increases in operating income. Increased resources
for uncollectible finance contracts in the second quarter and six months of
1999, as compared to the same periods of 1998, partially offset the improvement
in net financial services revenues in the period.
INDUSTRIAL TECHNOLOGY
In the second and six months quarter of 1999, Presis, incurred operating
expenses of $51,000 and 94,000, primarily in salaries, wages and employee
benefits as compared to operating expenses of $269,000 and $462,000 for the
second quarter and six months of 1998. Since the fourth quarter of 1998, Presis
has limited expenditures to essential activities related to continued research
and testing of its technology. The Company expects this operation to incur
operating losses in the remainder of 1999, at or below expenditure levels of
$100,000 per quarter as it continues to pursue the research, testing and
commercialization of its technology.*
OTHER
As a result of the Company's use of funds for the stock repurchases, interest
earnings on invested funds were substantially lower in the second quarter and
six months of 1999 than in the same period of 1998. Interest expense increased
in the periods of 1999 due to borrowings on long-term debt incurred to
repurchase stock.
TransFinancial's effective income tax provision (benefit) rates for the second
quarter and six months of 1999 were (29%) and (26)%, as compared to 56% and 55%
for the comparable periods of 1998. The effective income tax rates for 1999
were a lower percentage due to the impact of non-deductible amortization of
intangibles and meals and entertainment expenses, which reduce the tax benefit
of pre-tax losses in 1999, as compared to the impact of these items on pre-tax
income in the same periods of 1998.
OUTLOOK
The following statements are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and as such
involve risks and uncertainties which are detailed below under the caption
"Forward-Looking Statements".
The Company utilizes a three-year strategic planning process with the goal of
maximizing shareholder value through profitable growth of its business segments.
In the transportation segment the plan calls for the Company to continue to
provide and improve upon its already superior service to its customers in its
primary operating territory, while increasing the density of its operations in
the eastern portion of its service area. The Company also intends to continue
to focus on improving the efficiency and effectiveness of its operations.
The Financial services segment will focus on targeting its marketing efforts
to improve its contribution to the Company's return on equity. Additionally,
the Company intends to focus on utilizing technology to improve its operating
efficiency.
The industrial technology operation will focus on continued research, testing
and commercialization of its technology. The Company expects this operation to
incur operating losses in the remainder of 1999 at or below expenditure levels
of $100,000 per quarter.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q which are
not statements of historical fact constitute forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
including, without limitation, the statements specifically identified as
forward-looking statements in this Form 10-Q. These statements can often be
identified by the use in such statements of forward-looking terminology, such as
"believes," "expects," "may," "will," "should," "could," "intends," "plans,"
"estimates," or "anticipates," or the negative thereof, or comparable
terminology. Certain of the forward-looking statements contained herein are
marked by an asterisk ("*") or otherwise specifically identified herein. In
addition, certain statements in future filings by the Company with the
Securities and Exchange Commission, in the Company's press releases, and in oral
statements made by or with the approval of an authorized executive officer of
the Company which are not statements of historical fact constitute forward-
looking statements within the meaning of the Act. Examples of forward-looking
statements include, but are not limited to (i) projections of revenues, income
or loss, earnings or loss per share, capital expenditures, the payment or non-
payment of dividends, capital structure and other financial items, (ii)
statements of plans and objectives of the Company or its management or Board of
Directors, including plans or objectives relating to the products or services of
the Company, (iii) statements of future economic performance, and (iv)
statements of assumptions underlying the statements described in (i), (ii) and
(iii). These forward-looking statements involve risks and uncertainties which
may cause actual results to differ materially from those anticipated in such
statements. The following discussion identifies certain important factors that
could affect the Company's actual results and actions and could cause such
results or actions to differ materially from any forward-looking statements made
by or on behalf of the Company that relate to such results or actions. Other
factors, which are not identified herein, could also have such an effect.
TRANSPORTATION
Certain specific factors which may affect the Company's transportation
operation include: competition from other regional and national carriers for
freight in the Company's primary operating territory; price pressure; changes in
fuel prices; labor matters, including changes in labor costs, and other labor
contract issues; and environmental matters.
FINANCIAL SERVICES
Certain specific factors which may affect the Company's financial services
operation include: the performance of financial markets and interest rates; the
performance of the insurance industry; competition from other premium finance
companies and insurance carriers for finance business in the Company's key
operating states; adverse changes in statutory interest rates or other
regulations in states in which the Company operates; greater than expected
credit losses; the acquisition and integration of additional premium finance
operations or receivables portfolios; and the inability to obtain continued
financing at a competitive cost of funds.
INDUSTRIAL TECHNOLOGY
Presis is a start-up business formed to develop an industrial technology for
dry particle processing. This technology is subject to risks and uncertainties
in addition to those generally applicable to the Company's operations described
herein. These additional risks and uncertainties include the efficacy and
commercial viability of the technology, the ability of the venture to market the
technology, the acceptance of such technology in the marketplace, the general
tendency of large corporations to be slow to change from known technology, the
ability to protect its proprietary information in the technology and potential
future competition from third parties developing equivalent or superior
technology. As a result of these and other risks and uncertainties, the future
results of operations of the venture are difficult to predict, and such results
may be materially better or worse than expected or projected.
OTHER MATTERS
With respect to statements in this Report which relate to the current
intentions of the Company and its subsidiaries or of management of the Company
and its subsidiaries, such statements are subject to change by management at any
time without notice.
With respect to statements in "Financial Condition" regarding the adequacy of
the Company's capital resources, such statements are subject to a number of
risks and uncertainties including, without limitation: the future economic
performance of the Company (which is dependent in part upon the factors
described above); the ability of the Company and its subsidiaries to comply with
the covenants contained in the financing agreements; future acquisitions of
other businesses not currently anticipated by management of the Company; and
other material expenditures not currently anticipated by management.
GENERAL FACTORS
Certain general factors that could impact any or all of the Company's
operations include: changes in general business and economic conditions; changes
in governmental regulation; and tax changes. Expansion of these businesses into
new states or markets is substantially dependent on obtaining sufficient
business volumes from existing and new customers in these new markets at
compensatory rates.
The cautionary statements made pursuant to Section 21E of the Securities
Exchange Act of 1934, as amended, are made as of the date of this Report and are
subject to change. The cautionary statements set forth in this Report are not
intended to cover all of the factors that may affect the Company's businesses in
the future. Forward-looking information disseminated publicly by the Company
following the date of this Report may be subject to additional factors hereafter
published by the Company.
FINANCIAL CONDITION
The Company's financial condition remained strong at June 30, 1999 with
approximately $2.0 million in cash and investments. The Company's current ratio
was 2.2 to 1.0 and its ratio of total liabilities to tangible net worth was 0.9
to 1.0.
A substantial portion of the capital required for UPAC's insurance premium
finance operations has been provided through the sale of undivided interests in
a designated pool of receivables on an ongoing basis under receivables
securitization agreements. The current securitization agreement provides for
the sale of a maximum of $75.0 million of eligible receivables. As of June 30,
1999, $62.6 million of such receivables had been securitized.
Crouse has a three-year Secured Loan Agreement with a commercial bank which
provides for a $4.5 million working capital line of credit loan, ("Working
Capital Line"). As of June 30, 1999, borrowings of $346,000 were outstanding
under the Working Capital Line.
Crouse has achieved ratification of new multi-year pacts with the
International Brotherhood of Teamsters covering all of its union employees. The
new contracts, which generally became effective October 4, 1998, provide for all
of the terms of the National Master Freight Agreement with a separate addendum
for wages. Crouse will continue to maintain its past work rules, practices and
flexibility within its operating structure.
In September 1998, the Company entered into a two-year secured loan agreement
with a commercial bank to borrow $10.0 million (the "Loan"). Freight accounts
receivable and a second lien on revenue equipment are pledged as collateral for
the Loan. In March 1998, the Company amended and restated this agreement
increasing the borrowings to $15 million. The Loan bears interest at 25 basis
points below the bank's prime rate, 7.75% at June 30, 1999. The terms of the
Loan provide for monthly payments of interest only through September 30, 1999,
with monthly principal payments thereafter on $100,000 plus interest through
maturity on September 30, 2000. At June 30, 1999 current maturities of long-
term debt were $900,000, with the remaining $14,100,000 due in 2000.
In the first quarter of 1999, the Board of Directors authorized the repurchase
of 1,030,000 shares of the Company's common stock. Through June 30, 1999, a
total of 683,241 shares had been repurchased at a cost of $2.6 million.
As announced by the Company in a press release dated June 21, 1999, the
Company's Chairman, Vice-Chairman and President have presented a proposal to the
Board of Directors of the Company by which they would agree to acquire all of
the outstanding stock of the Company for $5.25 per share in cash. The Board of
Directors has appointed a Special Committee of the independent directors to
consider this proposal and other options. The Special Committee has engaged
legal counsel and a financial advisor to assist it in evaluating the proposal
and other strategic options.
YEAR 2000 ISSUES
The Year 2000 Issue is the result of computer programs being written using two
digits to represent years rather than four digits, which include the century
designation. Without corrective action, it is possible that the Company's
computer programs, or its major service providers, vendors, suppliers, partners
or customers that have date-sensitive software could recognize a date using "00"
as the year 1900 rather than the year 2000. Additionally, certain other assets
may contain embedded chips that include date functions that could be affected by
the transition to the year 2000. In some systems this could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Company has developed and is executing a Year 2000 Compliance Strategic
Plan ("Year 2000 Plan") to enable management of TransFinancial Holdings, Inc.
and each of its business operations to ensure that each of its critical business
systems are "Year 2000 Compliant". The Company considers a business system to
be Year 2000 Compliant if it is able to transition into the year 2000 without
significant disruption to the Company's internal operations or those of its key
business partners. The Year 2000 Plan encompasses the Company's information
technology assets, including computer hardware and software ("IT assets") and
non-information technology assets, goods and services, including assets
utilizing embedded chip technology and significant customer and vendor
relationships ("non-IT assets").
The Company's Year 2000 Plan includes three principal sections: (1) mainframe
computer and personal computer hardware and software utilized by the Company's
transportation operations ("Transportation IT assets"); (2) desktop computer
applications, embedded chips, significant business partners of the
transportation operations ("Transportation non-IT assets"); and (3) personal
computer hardware and software, desktop computer applications, embedded chips,
significant business partners of the financial services operations ("Financial
Services IT and non-IT assets"). The general phases common to all sections are:
(1) inventorying, assessing and assigning priorities to Year 2000 items
("Inventory Phase"); (2) taking corrective actions to modify, repair or replace
items that are determined not to be Year 2000 Compliant ("Corrective Action
Phase"); (3) testing material items ("Testing Phase"); and (4) developing and
implementing contingency plans for each organization and location ("Contingency
Planning Phase"). The Company intends to utilize primarily internal personnel
and resources to execute its Year 2000 Plan but may utilize external consultants
as needed in certain phases.
TRANSPORTATION IT ASSETS
With regard to the Transportation IT assets section, the Inventory Phase is
completed. The Company has identified its computer applications, programs and
hardware and is in the processing of assessing the Year 2000 risk associated
with each item. The Company has begun executing the Corrective Action Phase by
modifying or upgrading items that are not Year 2000 compliant. This phase is
expected to be complete by the end of the third quarter of 1999. The Testing
Phase is ongoing as corrective actions are completed. The Testing Phase is
anticipated to be complete early in the fourth quarter of 1999.* The
Contingency Planning Phase was begun in the first quarter of 1999 and will be
completed in the third quarter of 1999.*
TRANSPORTATION NON-IT ASSETS
With regard to the Transportation non-IT assets section, the Inventory Phase
is completed. The Company has identified assets that may contain embedded chip
technologies and has contacted the related vendors to gain assurance of Year
2000 status on each item. The Company has also identified its significant
business relationships and has contacted key vendors, suppliers and customers to
attempt to reasonably determine their Year 2000 status. The Company is in the
process of effecting the Corrective Action Phase, which is anticipated to be
complete by the end of the third quarter of 1999.* The Testing Phase is ongoing
as corrective actions are completed. This phase is anticipated to be complete
by the end of third quarter of 1999.* The Contingency Planning Phase was begun
in the first quarter of 1999 and will be completed in the third quarter of
1999.*
FINANCIAL SERVICES IT AND NON-IT ASSETS
With regard to the Financial Services IT and non-IT assets section, the
Inventory Phase is completed. The Company has identified its computer
applications, programs and hardware and non-IT assets and has assessed the Year
2000 risk associated with each item. The Company has also identified its
significant business relationships and has contacted key vendors, suppliers and
customers to attempt to reasonably determine their Year 2000 status. The
Company has completed the Corrective Action Phase. The Company's financial
services database, operating systems and computer applications have been
upgraded or modified to address the Year 2000. The Testing Phase was ongoing as
corrections were made and was substantially complete in the fourth quarter of
1998. Certain testing of bank and other interfaces was completed in the first
quarter of 1999. The Contingency Planning Phase was begun in the first quarter
of 1999 and will be completed in the third quarter of 1999.*
COSTS
It is currently estimated that the aggregate cost of the Company's Year 2000
efforts will be approximately $150,000 to $200,000, of which approximately
$125,000 has been spent.* These costs are being expensed as they are incurred
and are being funded out of operating cash flow. These amounts do not include
approximately $25,000 of costs to be capitalized as the Company replaces certain
non-IT assets, in part to address the Year 2000 issue, as part of the Company's
normal capital replacement and upgrades. These amounts also do not include any
internal costs associated with the development and implementation of contingency
plans.
RISKS
The failure to correct a material Year 2000 issue could result in an
interruption in, or failure of, certain normal business operations. Such
failures could materially and adversely affect the Company's results of
operations, liquidity and financial condition. Due to the general uncertainty
inherent in the Year 2000 issue, resulting in part from the uncertainty of the
Year 2000 readiness of third-party vendors, suppliers and customers, the Company
is unable to determine at this time whether the consequences of Year 2000
failures will have a material impact on the Company's results of operations,
liquidity and financial condition. The Company's Year 2000 Plan is designed to
gather information concerning Year 2000 issues facing the Company and to address
and resolve such issues to the extent reasonably possible. Even if the Company
successfully implements its Year 2000 Plan, there can be no assurance that the
Company's operations will not be affected by Year 2000 failures or that such
failures will not have a material adverse effect on the Company's results of
operations, liquidity and financial condition.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -- Reference is made to Item 3 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998.
Item 2. Changes in Securities -- None
Item 3. Defaults Upon Senior Securities -- None
Item 4. Submission of Matters to Vote of Security Holders -- None
Item 5. Other Information -- As announced by the Company in a press release
dated June 21, 1999, the Company's Chairman, Vice-Chairman and President have
presented a proposal to the Board of Directors of the Company by which they
would agree to acquire all of the outstanding stock of the Company for $5.25 per
share in cash. The Board of Directors has appointed a Special Committee of the
independent directors to consider this proposal and other options. The Special
Committee has engaged legal counsel and a financial advisor to assist it in
evaluating the proposal and other strategic options.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1* Amendment No. 7 to Receivables Purchase Agreement by and among APR
Funding Corporation, Universal Premium Acceptance Corporation, TransFinancial
Holdings, Inc., Eagle Funding Corporation and BankBoston, N.A., dated July 14,
1999.
27* Financial Data Schedule.
99.1* Press Release of TransFinancial Holdings, Inc. dated June 21, 1999.
99.2* Press Release of TransFinancial Holdings, Inc. dated July 19, 1999.
* Filed herewith.
(b) Reports on Form 8-K - None
(SIGNATURE)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TransFinancial Holdings, Inc.
Registrant
By: /s/ Timothy P. O'Neil
Timothy P. O'Neil, President &
Chief Executive Officer
By: /s/ Mark A. Foltz
Mark A. Foltz
Vice President, Finance and
Secretary
Date: August 16, 1999
EXHIBIT INDEX
Assigned
Exhibit
Number Description of Exhibit
10.1 Amendment No. 7 to Receivables Purchase Agreement by and among APR Funding
Corporation, Universal Premium Acceptance Corporation, TransFinancial Holdings,
Inc., Eagle Funding Corporation, and BankBoston, N.A., dated July 14, 1999.
27 Financial Data Schedule.
99.1 Press Release of TransFinancial Holdings, Inc. dated June 21, 1999.
99.2 Press Release of TransFinancial Holdings, Inc. dated July 19, 1999.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
TransFinancial Holdings, Inc.'s condensed consolidated statement of income for
the six months ended June 30, 1999 and condensed consolidated balance sheet as
of June 30, 1999, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000719271
<NAME> TRANSFINANCIAL HOLDINGS, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1967
<SECURITIES> 0
<RECEIVABLES> 32369
<ALLOWANCES> 1107
<INVENTORY> 0
<CURRENT-ASSETS> 39246
<PP&E> 58195
<DEPRECIATION> 26004
<TOTAL-ASSETS> 81726
<CURRENT-LIABILITIES> 17904
<BONDS> 14100
0
0
<COMMON> 76
<OTHER-SE> 47905
<TOTAL-LIABILITY-AND-EQUITY> 81726
<SALES> 0
<TOTAL-REVENUES> 80118
<CGS> 0
<TOTAL-COSTS> 80291
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 546
<INCOME-PRETAX> (662)
<INCOME-TAX> (169)
<INCOME-CONTINUING> (493)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (493)
<EPS-BASIC> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
Exhibitt 10.1 [Execution Version]
AMENDMENT NO. 7
TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT (the
"Amendment") dated as of July 12, 1999 is entered into by and among APR FUNDING
CORPORATION, a Delaware corporation ("Seller"), UNIVERSAL PREMIUM ACCEPTANCE
CORPORATION, a Missouri corporation, individually ("UPAC") and as Servicer (in
such capacity, the "Servicer"), TRANSFINANCIAL HOLDINGS, INC. (formerly known as
Anuhco, Inc.), a Delaware corporation (the "Parent"), EAGLEFUNDING CAPITAL
CORPORATION, a Delaware corporation ("Purchaser"), and BANKBOSTON, N.A.
(formerly known as The First National Bank of Boston) (as "Agent", as
"Custodian" and in its individual capacity). Capitalized terms used herein and
not otherwise defined herein shall have the meanings ascribed to such terms in
Appendix A to the "Agreement" (as defined below).
W I T N E S S E T H:
WHEREAS, the Seller, UPAC, the Servicer, the Parent, the Purchaser and
the Agent have entered into that certain Receivables Purchase Agreement dated as
of December 31, 1996 (as the same shall have been amended through the date
hereof, the "Agreement"; the terms defined therein being used herein as therein
defined unless otherwise defined herein), pursuant to which, among other things,
the Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to
purchase from the Seller, undivided percentage interests in the Seller's
Receivables; and
WHEREAS, the parties hereto have agreed to modify certain terms and
provisions of the Agreement as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS TO THE AGREEMENT. Effective as of the first
date on which each of the conditions set forth in Section 2 hereof shall have
been satisfied, the Agreement is amended as follows:
(a) Section 1.01 of the Agreement is hereby amended to delete the
amount "$85,000,000" and to substitute therefor "$75,000,000".
(b) Section 7.06(e) of the Agreement is hereby deleted in its
entirety and replaced with the following:
"Permit UPAC's consolidated Book Net Worth to be
less than $20,000,000."
(c) Section 7.07 of the Agreement is hereby amended to add the
following, immediately following paragraph (c) thereof:
"(d) Maintain a ratio of Consolidated EBITDA to
consolidated interest expense for each fiscal
quarter of at least 1.50 to 1.0 (calculated as of
the last Business Day of each fiscal quarter)."
(d) Section 7.09(a) of the Agreement is hereby amended to delete the
amount "$40,000,000" and to substitute therefor "$35,000,000".
(e) Section 7.09 of the Agreement is hereby amended to add the
following, immediately following paragraph (b) thereof:
"(c) Undertake to repurchase any of its stock."
(f) Clause (A) 3. of the definition of "Excess Concentration
Deduction" in Appendix A of the Agreement is hereby amended to delete the 4.0%
Concentration Limits for Lloyd's and to substitute therefor the following:
"the greater of (i) if Lloyd's shall have received
a debt rating from either of S&P or Moody's, the
applicable Concentration Limit, as set forth in
clause (A) 1. hereof, and (ii) 4.0%."
(g) Appendix A of the Agreement is hereby amended to add the
following definition, immediately following the definition of "Best's Rating"
and immediately preceding the definition of "Business Day":
"'Book Net Worth' means, for any period, total
assets less total liabilities, as determined in
accordance with GAAP."
(h) Appendix A of the Agreement is hereby amended to add the
following definition, immediately following the definition of "Finance Charge
Receivable" and immediately preceding the definition of "Indemnified Amounts":
"'GAAP' means generally accepted accounting
principals consistently applied."
(i) Appendix A of the Agreement is hereby amended to add the
following definition, immediately following the definition of "Commercial Paper
Notes" and immediately preceding the definition of "Contract":
"'Consolidated EBITDA' means, for any period,
consolidated net income for such period (adjusted
to exclude all extraordinary items and non-
recurring items), plus, without duplication and to
the extent deducted from revenues in determining
consolidated net income, the sum of (a) the
aggregate amount of consolidated interest expense
for such period (including, without limitation,
earned discounts, Program Fees and Liquidity Fees
payable by the Seller), (b) the aggregate amount
of income tax expense for such period and (c) all
amounts attributable to depreciation and
amortization for such period, all as determined on
a consolidated basis in accordance with GAAP.
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become
effective upon the satisfaction of the following conditions precedent:
(a) The Agent shall have received:
(i) eight fully executed copies of (A) this Amendment, (B)
Amendment No. 5 to the Liquidity Agreement, (C) the letter agreement
amending the Fee Agreement, in the form of Exhibit A attached hereto,
(D) the letter agreement amending the fee letter referred to in
Section 2.10 of the Liquidity Agreement, in the form of Exhibit B
attached hereto, and (E) the fee letter with regard to the amendment
fee to be paid to the Deal Agent on the date hereof, in the form of
Exhibit C attached hereto (the "Amendment Fee Letter"); and
(ii) such other further documents and information as the
Agent shall reasonably request.
(b) No event or condition has occurred and is continuing, or would
result from the execution, delivery or performance of this Amendment, which
would constitute a Liquidation Event or Unmatured Liquidation Event;
(c) The Purchaser shall have obtained confirmation from each of the
three rating agencies rating the Commercial Paper Notes that the amendments
herein and the amendments to the Liquidity Agreement of even date herewith
will not result in a withdrawal or reduction of the ratings of the
Commercial Paper Notes;
(d) All of the fees and expenses referred to in Section 9 below, the
Amendment Fee described in the Amendment Fee Letter, and any other fees and
expenses owing under Section 14.05 of the Agreement or any other agreement
between the parties thereto shall have been paid in full; and
(e) The conditions precedent to the effectiveness of that certain
Amendment No. 4 to the Liquidity Agreement of even date herewith shall have been
fully satisfied.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
Upon the effectiveness of this Amendment, each of the Seller, UPAC,
the Servicer and the Parent, hereby remakes and reaffirms all covenants,
representations and warranties made by it (or deemed made by it) in the
Agreement, the Backup Servicing Agreement, the Custody Agreement and the Parent
Support Agreement (except, in each case, to the extent that such covenants,
representations or warranties expressly speak as to another date).
SECTION 4. CONSENT AND REAFFIRMATION. The Parent, by its execution
hereof, hereby (i) consents to the execution, delivery and performance of the
Amendment by all of the parties hereto and (ii) reaffirms all of its obligations
and liabilities under that certain Parent Support Agreement dated as of December
31, 1996 executed by the Parent in favor of the Seller and its successors and
assigns, which obligations and liabilities shall remain in full force and
effect.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS DISTINGUISHED FROM THE
CONFLICT OF LAW PROVISIONS) OF THE STATE OF NEW YORK.
SECTION 6. SEVERABILITY. Each provision of this Amendment shall be
severable from every other provision of this Amendment for the purpose of
determining the legal enforceability of any provision hereof, and the
unenforceability of any provision hereof in one jurisdiction shall not have the
effect of rendering such provision or provisions unenforceable in any other
jurisdiction.
SECTION 7. REFERENCE TO AND EFFECT ON THE AGREEMENT. Upon the
effectiveness of this Amendment, each reference in the Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like import shall mean
and be, and references to the Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Agreement shall mean
and be, a reference to the Agreement as previously amended and as amended
hereby. Except as otherwise amended by this Amendment, the Agreement as
previously amended shall continue in full force and effect and is hereby
ratified and confirmed.
SECTION 8. COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
SECTION 9. FEES AND EXPENSES. The Seller hereby confirms its
agreement to pay on demand all reasonable costs and expenses in connection with
the preparation, execution and delivery of this Amendment and any of the other
instruments, documents and agreements to be executed and/or delivered in
connection herewith, including, without limitation, the reasonable fees and out-
of-pocket expenses of counsel to the Agent with respect thereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[Amendment No. 7 Signature Page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above written.
APR FUNDING CORPORATION,
as Seller
By
Title
UNIVERSAL PREMIUM ACCEPTANCE CORPORATION,
individually and
as initial Servicer
By
Title
TRANSFINANCIAL HOLDINGS, INC. (formerly known as
Anuhco, Inc.) as Parent
By
Title:
EAGLEFUNDING CAPITAL CORPORATION,
as Purchaser
By: BANKBOSTON, N.A.(formerly known as The
First National Bank of Boston) as its
attorney-in-fact
By
Title
BANKBOSTON, N.A.(formerly known as THE FIRST
NATIONAL BANK OF BOSTON), as Agent
By
Title
[Amendment No. 7 Signature
Page]
Acknowledged and agreed to
as of this 12th day of July, 1999 in
accordance with Section 5.03 of that
certain Liquidity Agreement dated as of
December 31, 1996, as amended, among the
Purchaser, the financial institutions from
time to time parties thereto (the "Liquidity
Providers"), BankBoston, N.A.(formerly
known as The First National Bank of Boston),
as liquidity agent (the "Liquidity
Agent") and Bankers Trust Company, as
collateral agent (the "Collateral Agent")
BANKBOSTON, N.A. (formerly known as THE
FIRST NATIONAL BANK OF BOSTON), as a
Liquidity Provider
By
Title
HARRIS TRUST AND SAVINGS BANK,
as a Liquidity Provider
By
Title
Exhibit 99.1
FOR IMMEDIATE RELEASE
TRANFINANCIAL MANAGEMENT PROPOSES BUYOUT
LENEXA, KANSAS, JUNE 21, 1999--TransFinancial Holdings, Inc. (Amex: TFH), today
announced that its Chairman, Vice-Chairman and President have presented to the
Board of Directors a proposal by which they would agree to acquire all of the
outstanding stock of the Company for $5.25 per share in cash. The proposal is
subject to several conditions, including preparation and execution of definitive
agreements, stockholder approval and financing, though a preliminary commitment
for financing has been received.
The Company also announced that its Board of Directors has appointed a Special
Committee of independent directors to consider this proposal and other options.
Such committee has retained the law firm of Morrison & Hecker L.L.P., Kansas
City, Missouri, and intends to retain investment counsel to advise it. The
Committee stated that it will analyze the proposal, and other options available
to the Company, and may not make interim announcements of its evaluations. The
Committee noted that no assurance can be given as to the timing and terms of a
transaction, or that any transaction will occur.
The Company, headquartered in Lenexa, Kansas, has 3,251,195 shares of common
stock outstanding, and owns and manages Crouse Cartage Company, a regional
transportation company, and Universal Premium Acceptance Corporation, a
nationwide insurance premium finance company.
Contact:
Kent E. Whittaker
James S. Swenson
Morrison & Hecker, L.L.P.
(816) 691-2600
Exhibit 99.2
News Release
FOR IMMEDIATE RELEASE
TRANSFINANCIAL HOLDINGS, INC.
SPECIAL COMMITTEE
RETAINS FINANCIAL ADVISOR
LENEXA, KANSAS, JULY 19, 1999--The Special Committee of the Board of Directors
of TransFinancial Holdings, Inc. (Amex: TFH), today announced that the Special
Committee has retained the firm of William Blair & Company, L.L.C., Chicago,
Illinois, as its financial advisor, to assist the Committee in evaluating the
previously announced proposal by the Company's Chairman, Vice-Chairman and
President to acquire all of the outstanding stock of the Company, and in
evaluating other strategic options.
The Company, headquartered in Lenexa, Kansas, owns and manages Crouse Cartage
Company, a regional transportation company, and Universal Premium Acceptance
Corporation, a nationwide insurance premium finance company.
Contact:
Kent E. Whittaker
James S. Swenson
Morrison & Hecker L.L.P.
(816) 691-2600
