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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, 1996
Commission File Number - 0-12321
ANUHCO, INC.
State of Incorporation - Delaware
IRS Employer Identification No. - 46-0278762
8245 Nieman Road, Suite 100, Lenexa, Kansas 66214
Telephone Number - (913) 859-0055
Securities Registered Pursuant to Section 12(b) of the Act
Name of Each Exchange
Title of Each Class on Which Registered
Anuhco, Inc. Common Stock, par value American Stock Exchange
$0.01 per share, 6,381,709 shares
outstanding, as of March 5, 1997
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 5, 1997, was $45,582,000 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 23, 1997, which will be filed
within 120 days after December 31, 1996.
ANUHCO, INC.
1996 FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1. Business.................................................. 3
Item 2. Properties................................................ 8
Item 3. Legal Proceedings......................................... 9
Item 4. Submission of Matters to a Vote of Security Holders....... 10
Executive Officers of Registrant.......................... 10
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.................................................. 10
Item 6. Selected Financial Data................................... 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 12
Item 8. Financial Statements and Supplementary Data............... 17
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures..................... 37
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 37
Item 11. Executive Compensation...................................... 37
Item 12. Security Ownership of Certain Beneficial Owners and Management 37
Item 13. Certain Relationships and Related Transactions.............. 38
PART IV
Item 14. Exhibits, Financial Statements, Schedules,and Reports on Form
8-K....................................................... 38
PART I
ITEM 1. BUSINESS.
Anuhco, Inc. ("Anuhco" or the "Company"), headquartered in Lenexa, 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") and financial services, through Agency Premium Resource, Inc.
and its subsidiaries ("APR") and Universal Premium Acceptance Corporation and
UPAC of California, Inc. (together "UPAC"). Crouse was acquired by Anuhco as of
September 1, 1991. APR was acquired on May 31, 1995. UPAC was acquired on
March 29, 1996. 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 operates a diversified motor freight transportation system primarily
serving the upper central and midwest portion of the United States. Crouse is a
regular-route motor common carrier of general commodities in less-than-truckload
("LTL") quantities with a twelve 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 prior to the effects of acquisition related adjustments for
the years 1996 through 1992.
1996 1995 1994 1993 1992
Revenue (000's).................................. $ 107,502 $95,152 $95,772 $76,888 $71,266
Operating Income (000's)......................... 2,915 3,970 6,017 3,419 3,093
Operating Ratio (Note 1)......................... 97.3% 95.8% 93.7% 95.6% 95.7%
Number of shipments (000's) -
Less-than-truckload (Note 2)................. 894 742 744 620 583
Truckload.................................... 32 32 33 28 28
Revenue per hundredweight -
Less-than-truckload.......................... $ 8.84 $ 9.25 $ 9.38 $ 9.19 $ 9.15
Truckload.................................... 2.31 2.30 2.19 2.06 2.04
Tonnage (000's) -
Less-than-truckload.......................... 487 402 398 321 292
Truckload.................................... 461 451 479 433 434
Intercity miles operated (000's)................. 44,523 39,424 36,720 32,139 31,110
At year end, number of -
Terminals (Note 3).......................... 55 54 53 48 44
Tractors and trucks......................... 585 527 504 483 426
Trailers.................................... 1,194 1,004 948 869 841
Employees................................... 1,113 945 965 806 769
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, 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 1996,
LTL shipments (less than 10,000 pounds) comprised 80% of revenue and truckload
shipments (10,000 pounds or greater) comprised 20% of revenue. Crouse is an
LTL regular route common carrier with LTL service in the 12 states of Illinois,
Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota,
Ohio, South Dakota, and Wisconsin. Crouse also has a truckload general
commodities and special commodities division which operates in all 48 contiguous
states. A substantial portion of Crouse's business is concentrated in the
states of Iowa, Illinois, Minnesota, Missouri and Wisconsin. Crouse with more
than 12,000 customers has a broad customer base, with no single customer
comprising a significant portion 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 network of 55 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. When required by customer's service needs, Crouse's concentrated and
efficient operations typically allow it to provide next day service (delivery on
the day after pickup) for much of the LTL freight it handles.
SEASONALITY
Crouse'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 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 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 maintains excess liability coverage for risks
over and above the self-insured retention limits. All claims pending against
Crouse are fully covered by outside insurance or, in the opinion of management,
are adequately reserved under Crouse's self-insurance program.
Because most risks are largely self-insured, Crouse's insurance costs are
primarily a function of the success of its safety programs and less subject to
increases in insurance premiums. Crouse conducts a comprehensive safety program
to meet its specific needs. Crouse's drivers have good driving records and have
won individual Iowa State Truck Driving Championships 16 times in the past 18
years.
COMPETITION
Crouse'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 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'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; US Freightways Corporation,
Rosemont, Illinois; and Viking Motor Freight, San Jose, California. For freight
moving over greater distances, Crouse must compete with national and large
inter-regional carriers.
REGULATION
Through December 31, 1995, the interstate operations of Crouse 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. These changes
did not materially affect the financial position or results of operations of the
Company.
Crouse is subject to state public utilities commissions and similar state
regulatory agencies with respect to safety and financial responsibility in its
intrastate operations. Crouse is also subject to safety regulations of the
states in which it operates, as well as regulations governing the weight and
dimensions of equipment.
EMPLOYEES
Crouse employs approximately 1,113 persons, of whom approximately 929 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's operating expenses, totaling
55.9% of transportation operating revenue for 1996. In the opinion of its
management, Crouse has a good working relationship with its employees.
Approximately 80% of Crouse 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 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 must contribute to certain
pension plans established for the benefit of employees belonging to the
Teamsters Union.
Under provisions of the NMFA, Crouse 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 employees to ratably share 50% of
Crouse'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, totaled $2.8 million for 1996.
FINANCIAL SERVICES
APR and UPAC, headquartered in Lenexa, Kansas, are engaged primarily in
the business of financing the payment of insurance premiums. The operations of
APR and UPAC were combined effective December 31, 1996. Effective in 1997 the
Company will conduct its insurance premium finance business as UPAC. UPAC
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, UPAC allows the insured to spread the
cost of the insurance policy over time.
UPAC 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 UPAC, the
insureds generally pay a down payment of 15 to 25% of the total premium and sign
a premium finance agreement for the balance. Under the terms of UPAC's standard
form of financing contract, UPAC 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 UPAC. Agency Services, Inc. ("ASI"), a wholly-owned subsidiary of APR, also
provides motor vehicle report services to insurance agents and brokers.
UPAC provides financing through insurance agents or brokers throughout the
48 continental United States. UPAC currently does business with more than 3,500
insurance agencies or brokers, the largest of which referred approximately 6% of
the total premiums financed in 1996. The following table sets forth certain
financial and operating data with respect to APR and UPAC since their
acquisitions by Anuhco on May 31, 1995 and March 29, 1996, respectively:
1996 1995
Premiums financed (000's) $ 120,355 $37,852
Number of premium finance contracts 46,968 7,214
Average amount of contracts $ 2,562 $ 5,247
REGULATION
UPAC'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 UPAC's business.
UPAC is currently licensed to do business as an insurance premium finance
company in 35 states and does business as a foreign corporation in 12 other
states that do not require separate licensing of insurance premium finance
companies. UPAC generally must renew its licenses annually. UPAC 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 UPAC 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, UPAC must, under applicable state laws, refund the surplus unearned premium,
if any, to the insureds.
Changes in the regulation of UPAC'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 UPAC may charge
its insureds, UPAC's ability to operate profitably could be adversely affected.
COMPETITION
UPAC 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
UPAC's competitors are larger and have greater financial and other resources and
are better known to insurance agents and brokers than UPAC. 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 more than $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. UPAC
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
UPAC's staff consists of 64 employees (including 5 part-time employees).
DISCONTINUED OPERATION
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"). 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, 1996, all unsecured creditors have been paid an amount
equal to 130% of their allowed claims, which was the maximum distribution
provided under the Joint Plan. Anuhco received distributions in accordance with
the Joint Plan of $36 million. In addition, AFS paid dividends of $25 million,
$6.8 million and $8.5 million to Anuhco on December 28, 1994, July 5, 1995 and
July 11, 1996, respectively.
AFS had remaining net assets of $7.6 million as of December 31, 1996. The
settlement of the remaining liabilities as of December 31, 1996 was
substantially completed in February 1997. The closure of the bankruptcy estate
is anticipated later in 1997. See Note 8 to the consolidated financial
statements - AFS Net Assets - for further discussion.
ITEM 2. PROPERTIES.
Anuhco's corporate offices are located in approximately 1,000 square feet
of a 24,000 square foot office building owned by the Company at 8245 Nieman
Road, Lenexa, Kansas 66214. UPAC utilizes about 10,000 square feet of office
space in the Company's building in Lenexa, Kansas. The remainder of the space
is leased or available for lease to third-party tenants.
Anuhco owns property through Crouse which operates a modern intercity
fleet and maintains a network of terminals to support the intercity movement of
freight. Crouse 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, 1996 Crouse owned 555 tractors and 30 trucks. During
1996 Crouse leased 205 tractors and 30 flatbed trailers from owner-operators. On
December 31, 1996, it also owned 340 temperature controlled trailers, 822 volume
vans (including 341 53-foot high-cube van trailers), and 32 flatbed trailers.
The table below sets forth the number of operating locations at year end
for the last five years:
1996 1995 1994 1993 1992
Owned terminals......... 27 26 26 10 9
Leased terminals........ 8 8 8 19 19
Agency terminals........ 20 20 19 19 16
Total............. 55 54 53 48 44
Effective January 1, 1994, Crouse exercised its purchase options under
certain operating leases to purchase eleven (11) of the "Leased Terminals",
above.
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 -
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
results of operations.
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 1996.
Included herein, pursuant to General Instruction G, is the information
regarding executive officers required by Item 401 (b), (c) and (e) of Regulation
S-K, as of March 5, 1997.
Executive Officers
Name Age Position
Timothy P. O'Neil 40 President, Chief Financial Officer, and Director
Lawrence D. Crouse 56 Vice President and Director
Mark A. Foltz 38 Treasurer and Corporate Secretary
Timothy P. O'Neil, a member of the Company's Board since August, 1995, has
been President since May, 1995, Chief Financial Officer since April, 1995. From
October, 1989 through May, 1995, Mr. O'Neil served in various positions with the
Company, including, Senior Vice President, Vice President, Treasurer and
Director of Finance. Mr. O'Neil has also served as President, Chief Executive
Officer, Chief Financial Officer and Treasurer of AFS since July, 1991.
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 Vice
Chairman of Crouse since January 1997. He served as Chairman and Chief
Executive Officer of Crouse from 1987 until December 1996.
Mark A. Foltz has been Treasurer and Corporate Secretary of Anuhco since
May 1996. He was employed with Anuhco as Director of Finance in July 1995 and
also served as Assistant Treasurer and Assistant Secretary from August 1995 to
May 1996. Mr. Foltz served in various financial positions, most recently as
Assistant Vice President - Finance, with Mark VII, Inc., a publicly-held
transportation company, headquartered in Memphis, Tennessee, from October 1987
to June 1995.
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 1996 and 1995.
1996 High Low
Fourth Quarter....................... $ 8 9/16 $ 7 5/8
Third Quarter........................ 8 11/16 7 5/8
Second Quarter....................... 9 1/2 7 1/2
First Quarter........................ 8 7/8 7 1/2
1995 High Low
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
(B) HOLDERS.
Number of
Holders of Record
Title of Class at December 31, 1996
Common Stock, par value $0.01 per share 5,686
(C) DIVIDENDS.
No cash dividends were paid during 1996 or 1995 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.
1996 1995 1994 1993 1992
(In Thousands, Except Per Share Data)
Operating Revenue........................... $ 114,883 $ 97,444 $ 95,772 $ 76,888 $ 71,266
Income from Continuing
Operations............................. $ 852 $ 2,810 $ 5,495 $ 2,673 $ 2,296
Income from Discontinued
Operations1............................ $ -- $ 3,576 $ 54,845 $ 3,750 $ 2,250
Net Income.................................. $ 852 $ 6,386 $ 60,340 $ 6,423 $ 4,546
Net Income per Share -
Continuing Operations.................. $ 0.13 $ 0.38 $ 0.73 $ 0.35 $ 0.30
Discontinued Operations1............... $ 0.00 $ 0.48 $ 7.27 $ 0.50 $ 0.30
Total.................................. $ 0.13 $ 0.86 $ 8.00 $ 0.85 $ 0.60
Total Assets................................ $ 86,812 $ 88,426 $ 85,399 $ 24,484 $ 19,388
Long-Term Debt2............................. $ - $ - $ - $ 1,860 $ 3,927
Cash Dividends per Common Share............. $ - $ - $ - $ - $ -
1 See Note 8 of the Notes to Consolidated Financial Statements.
2 Including current maturities of $297,000 for 1992.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
With the acquisition of APR on May 31, 1995 and UPAC on March 29, 1996,
Anuhco now operates in two distinct industries; transportation, through its
subsidiary, Crouse; and insurance premium finance, through its subsidiaries, APR
and UPAC.
Transportation
OPERATING REVENUE - The changes in transportation operating revenue are
summarized in the following table (in thousands):
1996 1995
vs. vs.
1995 1994
Increase (decrease) from:
Increases in LTL tonnage.................. $ 15,724 $ 673
Decreases in LTL revenue per hundredweight (3,946) (1,048)
Increase (decrease) in truckload revenues. 571 (245)
Net increase (decrease)................. $ 12,349 $ (620)
Less-than-truckload ("LTL") operating revenues rose by 15.8% in 1996 in
comparison to 1995 after a decrease of 0.5% in 1995 as compared to 1994. LTL
tonnage rose 21.1% and 0.9% in 1996 and 1995, respectively, as compared to the
preceding years. The substantial increase in LTL tonnage in 1996 was due
23
to increased freight volumes with existing and new customers resulting from
improved economic conditions and expansion of the Company's markets. The impact
on operating revenues from increased LTL tonnages in 1996 and 1995 was offset in
part by decreases in revenue yield. Revenue per hundredweight decreased by 4.3%
and 1.4% in 1996 and 1995, as compared to the preceding year, as the trucking
industry, including Crouse, was adversely impacted by industry over-capacity
which resulted in competitive market pressures on freight rates.
Truckload operating revenue rose 2.7% in 1996 as a result of a 2.1% increase
in shipments and a 0.6% increase in revenue per shipment. 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.
OPERATING EXPENSES - A comparative summary of transportation operating
expenses as a percent of transportation operating revenue follows:
Percent of
Operating Revenue
1996 1995 1994
Salaries, wages & employee benefits..... 55.9% 55.5% 53.9%
Operating supplies and expenses......... 13.2 11.4 11.0
Operating taxes and licenses............ 2.7 2.7 2.7
Insurance and claims.................... 1.9 1.9 2.2
Depreciation and amortization........... 2.7 2.5 2.2
Purchased transportation and rents...... 20.9 21.8 21.7
Total operating expenses................ 97.3% 95.8% 93.7%
Crouse's operating expenses as a percentage of operating revenue, or
operating ratio, rose from 93.7% in 1994 to 95.8% and 97.3% for 1995 and 1996,
respectively. These increases were primarily due to higher salaries, wages
and employee benefits costs resulting from contractual wage increases and an
increased number of employees to handle greater freight volumes in 1996 relative
to reduced revenue yields due to competitive market pressures. Additionally,
1996 levels of operating supplies and expenses were adversely impacted by higher
fuel costs throughout 1996 and increased operating costs resulting from severe
winter weather in early 1996. In 1996, the increase in salaries, wages and
employee benefits and operating supplies and expenses and decrease in purchased
transportation and rents as a percentage of operating revenues was the result of
an increase in LTL tonnage as a percentage of total tonnage. The 1994 operating
ratio of 93.7% represents an exceptional result caused by the unusual
circumstances occurring in 1994. In 1994, a teamsters union strike against
certain of the Company's competitors, the closing of a regional competitor and
the generally stronger economy allowed Crouse 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
In 1996, UPAC and APR financed $120.4 million in insurance premiums and
generated earned finance charges and fees of $7.4 million and an operating loss
of $653,000. The operating loss was substantially the result of certain
duplicate administrative costs incurred in connection with the integration of
the operations of UPAC and APR. In addition, as a result of the termination of
the prior receivables securitization agreements, unamortized deferred
transaction costs of $175,000 were expensed in December 1996. The Company
believes that substantially all of the duplicate integration costs were incurred
in 1996. In 1995 APR financed $37.9 million in insurance premiums. APR
generated earned finance charges and fees of $2.3 million and operating income
of $283,000 for 1995.
Other
The Company's general corporate expenses, consisting primarily of Salaries,
Wages and Employee Benefits and Operating Supplies and Expenses were $1.4
million in 1996 and 1995. In 1994 general corporate expenses were approximately
$800,000. This increase in 1995 was due primarily to certain expenses which were
incurred in connection with the acquisition of APR.
As a result of Anuhco's use of funds for the UPAC acquisition and the stock
repurchase programs, the Company's interest earnings on invested funds were
substantially lower in 1996 than in 1995. Anuhco recorded a substantial
increase in interest income for 1995 from 1994 due to higher average balances of
invested funds in 1995. In addition, in 1996, the Company recorded non-
operating expenses reserves for certain non-operating insurance and other
reserves. Anuhco's effective tax rates for 1996 and 1995 were 51% and 43%
respectively. The increase in the effective rate in 1996 was the result of the
greater significance of non-deductible intangibles amortization relative to
reduced pre-tax income. No provision for income taxes was recorded during 1994
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.
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 has developed a three-year strategic plan with the goals of
continuing the growth of its business segments, and making the financial
services segment a more equal contributor to the Company's earnings per share.
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 extending its operations throughout the
Midwest. As the Company makes the strategic investments necessary to support
this expansion, the Company intends to continue to improve the efficiency and
effectiveness of its existing base of operations.
The financial services segment will focus on increasing its market penetration
in certain states with substantial population and industrial base. The
additional volumes of premium finance contracts is expected to be handled within
the Company's existing administrative operations without incurring significant
additional fixed costs.
In addition to the expansion of its existing operations in each of its
business segments, the Company continues to consider potential acquisitions
which would complement these operations.
Forward-Looking Statements
Certain statements contained in this Annual Report on Form 10-K 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-K. 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 related 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: increasing competition from other regional and national
carriers for freight in the Company's primary operating territory; increasing
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; increasing competition from other premium
finance companies and insurance carriers for finance business in the Company's
key operating states; failure to achieve the Company's anticipated levels of
expense savings from the integration of APR's and UPAC's administrative
functions; difficulty in integrating the computer and operating systems; the
loss of experienced, trained personnel during the transition period; the loss of
customer identification with the Company as the businesses are combined; and,
the inability to obtain continued financing at a competitive cost of funds.
General Factors
Certain general factors which could affect both the Company's transportation
operation and the Company's financial services operation 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 December 31, 1996 with
no debt and approximately $19 million in cash and investments at the Anuhco
level, as well as approximately $6 million in cash and investments included in
the net assets of AFS. In July, 1996, AFS paid a dividend of $8.5 million to
Anuhco. During 1996, Anuhco used available funds for the acquisition of UPAC
for $12.0 million. The purchase of over $10 million of operating property and
equipment and the repurchase of Company common stock for $6.7 million.
Approximately 250,000 shares remain to be repurchased under the Company's
current stock repurchase program. These purchases will be made from available
cash and investments.
UPAC and APR sell undivided interests in a designated pool of accounts
receivable on an ongoing basis under a receivables securitization agreement.
The current maximum allowable receivables to be sold under this agreement is $50
million and a total of $37.2 million of such receivables had been securitized as
of December 31, 1996.
Anuhco expects available cash and cash generated from 1997 operations to be
sufficient to fund its operations and to meet other cash needs for 1997. Should
additional cash be required, Crouse has a $2.5 million secured revolving credit
agreement with Bankers Trust Company of Des Moines, Iowa, with no balance
outstanding on December 31, 1996, which is available to meet short term
operational needs and long-term requirements.
At December 31, 1996, Crouse owns or leases 35 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 closure of this discontinued operation during 1997.
A new accounting pronouncement, Statement of Financial Accounting Standards
No. 125, on "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities" was issued in June, 1996, effective on January 1,
1997. This standard provides accounting and reporting standards for transfers
and servicing of financial assets under a "financial-components approach" and is
applied on a prospective basis only for transfers occurring after December 31,
1996. The Company is evaluating the impact of the application of the new rules,
but, based on current circumstances, believes this impact will not be material
to the financial statements of the Company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of Anuhco, Inc.:
We have audited the consolidated balance sheets of Anuhco, Inc. (a Delaware
corporation) and Subsidiaries as of December 31, 1996 and 1995 and the related
consolidated statements of income, shareholders' equity and cash flows for the
years then ended. We have also audited Schedule II - Valuation and Qualifying
Accounts, as listed in Item 14(a)2 of the Form 10-K, for the years ended
December 31, 1996 and 1995. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these 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 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.
31
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Anuhco, Inc. and
Subsidiaries as of December 31, 1996 and 1995 and the consolidated results of
their operations and their cash flows for the years 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 19, 1997
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of Anuhco, Inc.:
We have audited the accompanying consolidated statements of income,
shareholders' equity and cash flows of Anuhco, Inc. (a Delaware corporation) and
Subsidiaries for the year 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 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 results of operations and cash flows of
Anuhco, Inc. and Subsidiaries for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.
Our audit was 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 audit 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
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31
1996 1995
(In Thousands)
ASSETS
Current Assets
Cash and temporary cash investments........................................ $ 9,021 $ 6,617
Short-term investments..................................................... 9,957 27,366
Freight accounts receivable, less allowance for
doubtful accounts of $419 and $409, respectively...................... 9,233 7,952
Finance accounts receivable, less allowance for
doubtful accounts of $769 and $351, respectively...................... 14,554 8,290
Current deferred income taxes.............................................. 618 177
Other current assets....................................................... 1,965 1,291
AFS net assets (Note 8).................................................... 7,570 16,840
Total current assets.................................................. 52,918 68,533
Operating Property, at Cost
Revenue equipment.......................................................... 24,373 18,944
Land....................................................................... 3,489 2,826
Structures and improvements................................................ 10,087 7,534
Other operating property................................................... 5,328 4,436
43,277 33,740
Less Accumulated Depreciation.............................................. (19,887 ) (17,517 )
Net operating property................................................ 23,390 16,223
Intangibles, net of accumulated amortization................................... 9,497 3,498
Other Assets.................................................................. 1,007 172
$ 86,812 $ 88,426
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable........................................................... $ 2,980 $ 1,041
Accrued payroll and fringes................................................ 5,533 5,203
Claims and insurance accruals.............................................. 246 224
Accrued income taxes....................................................... -- 288
Other accrued expenses..................................................... 2,289 847
Total current liabilities............................................. 11,048 7,603
Deferred Income Taxes.......................................................... 1,203 543
Contingencies and 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 7,605,570 and
7,557,070 shares, respectively........................................ 76 76
Paid-in capital............................................................ 5,529 5,357
Retained earnings.......................................................... 79,242 78,390
Treasury stock, 1,224,661 and 417,100 shares, at
cost, respectively.................................................... (10,286) (3,543)
Total shareholders' equity............................................ 74,561 80,280
$ 86,812 $ 88,426
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31
1996 1995 1994
(In Thousands, Except Per Share Amounts)
Operating Revenue
Transportation........................................... $ 107,502 $ 95,152 $ 95,772
Financial services and other............................. 7,381 2,292 --
Total operating revenue............................. 114,883 97,444 95,772
Operating Expenses
Salaries, wages and employee benefits.................... 63,165 53,854 51,732
Operating supplies and expenses.......................... 19,379 12,616 10,869
Operating taxes and licenses............................. 2,978 2,577 2,597
Insurance and claims (Note 3)............................ 2,224 1,873 2,209
Depreciation and amortization............................ 3,702 2,821 2,315
Purchased transportation and rents....................... 22,589 20,851 20,829
Total operating expenses............................ 114,037 94,592 90,551
Operating Income............................................. 846 2,852 5,221
Nonoperating Income (Expense)
Interest income.......................................... 1,141 2,087 342
Interest expense......................................... (27) (76) (114)
Gain on sale of operating property, net.................. 78 59 45
Other, net............................................... (299) 8 1
Total nonoperating income (expense)................. 893 2,078 274
Income From Continuing Operations Before
Income Taxes............................................. 1,739 4,930 5,495
Income Tax Provision (Note 6)................................ 887 2,120 --
Income From Continuing Operations............................ 852 2,810 5,495
Income From Discontinued Operations (Note 8)................ -- 3,576 54,845
Net Income ................................................ $ 852 $ 6,386 $ 60,340
Average Common Shares Outstanding............................ 6,780 7,409 7,545
Income Per Share from Continuing Operations.................. $ 0.13 $ 0.38 $ 0.73
Income Per Share from Discontinued Operations................ $ 0.00 $ 0.48 $ 7.27
Net Income Per Share......................................... $ 0.13 $ 0.86 $ 8.00
The accompanying notes to consolidated financial statements
are an integral part of these statements.
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
1996 1995 1994
(In Thousands)
Cash Flows From Operating Activities-
Net income............................................... $ 852 $ 6,386 $ 60,340
Adjustments to reconcile net income to
net cash generated in operating activities-
Gain on sale of operating property.................. (78) (59) (45)
Depreciation and amortization....................... 3,702 2,821 2,315
Amortization of deferred
transaction costs............................... 272 63 --
Provision for uncollectible accounts................ 1,012 265 150
Deferred tax provision.............................. 336 569 --
Net increase (decrease) from change in
working capital items affecting operating
activities-
Freight accounts receivable..................... (1,401) 633 (2,094)
Accrued payroll and fringes..................... 330 (572) 1,841
Other........................................... 1,860 (7) 84
Income from discontinued operations
(Note 8)............................................ -- (3,576) (54,845)
6,885 6,523 7,746
Cash Flows From Investing Activities-
Proceeds from discontinued operations.................... 8,500 6,753 33,750
Purchase of operating property, net...................... (10,150) (4,280) (6,086)
Purchase of finance subsidiaries,
net of cash acquired................................ (11,979) (11,267) --
Origination of finance accounts
receivables......................................... (120,989) (40,548) --
Sale of finance accounts receivables..................... 61,289 27,110 --
Collection of owned finance accounts
receivables......................................... 82,836 14,138 --
Collections of long-term receivable...................... -- 1,270 --
Purchase of short-term investments....................... (35,823) (71,142) (28,815)
Maturities of short-term investments..................... 53,232 70,670 1,922
26,916 (7,296) 771
Cash Flows from Financing Activities-
Repayment of debt........................................ (23,775) -- (1,860)
Payments to acquire treasury stock....................... (6,656) (3,543) --
Other ................................................ (966) (432) --
(31,397) (3,975) (1,860)
Net Increase (Decrease) in Cash and
Temporary Cash Investments............................... 2,404 (4,748) 6,657
Cash and Temporary Cash Investments at
Beginning of Period...................................... 6,617 11,365 4,708
Cash and Temporary Cash Investments at
End of Period............................................ $ 9,021 $ 6,617 $ 11,365
Cash Paid During the Period for-
Interest ............................................... $ 1,109 $ -- $ 118
Income Tax............................................... 332 1,537 547
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
Supplemental Schedule of Noncash Investing Activities:
The Company acquired all of the capital stock of UPAC for approximately
$11,979,000. In conjunction with the acquisition, liabilities were assumed as
follows (see Note 9):
1996
Fair value of assets acquired............................ $30,587
Cash paid for capital stock and acquisition expenses..... (11,979)
Intangibles.............................................. 6,617
Liabilities assumed...................................... $25,225
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 (See Note 9):
1995
Fair value of assets acquired............................ $10,582
Cash paid for capital stock, software/service
agreement and acquisition expenses................... (11,301)
Intangibles.............................................. 2,441
Liabilities assumed...................................... $ 1,722
The accompanying notes to consolidated financial statements
are an integral part of these statements.
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In Thousands)
Total
Share-
Common Paid-In Retained Treasury holders'
Stock Capital Earnings Stock Equity
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
Income from continuing
operations......................... -- -- 852 -- 852
Issuance of shares under
Incentive Stock Plan............... -- 172 -- (87) 85
Purchase of 797,341 shares
of common stock.................... -- -- -- (6,656) (6,656)
Balance at Dec. 31, 1996 $ 76 $ 5,529 $ 79,242 $ (10,286) $ 74,561
The accompanying notes to consolidated financial statements
are an integral part of these statements.
ANUHCO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
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"), Agency Premium Resource, Inc. ("APR") and its
subsidiaries, Universal Premium Acceptance Corporation and UPAC of
California, Inc. (together "UPAC") and American Freight System, Inc.
("AFS"). The operating results of APR and UPAC are included from May
31, 1995 and March 29, 1996, the date of their respective acquisitions
(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 AFS and its affiliates 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, the Company
operates as a regional less-than-truckload motor carrier primarily
serving the upper central and midwest portion of the United States. A
substantial portion of Crouse's business is provided in next day
service and is concentrated in the states of Iowa, Illinois,
Minnesota, Missouri and Wisconsin. Anuhco also operates as an
insurance premium finance company through APR and UPAC. The Company
provides short-term secured financing for commercial insurance
premiums through insurance agencies throughout the United States.
Over half of the insurance premiums financed by APR and UPAC are
placed through insurance agencies in Missouri, Florida, Massachusetts
and Kansas. Information regarding the Company's industry segments for
the years ended December 31, 1996 and 1995 (since May 31, 1995 for APR
and since March 29, 1996 for UPAC) is as follows:
Transpor- Financial Consoli-
tation Services dated
(in Thousands)
1996
Revenues................................................ $ 107,502 $ 7,381 $ 114,883
Segment Operating Income................................ $ 2,915 $ (653) $ 2,262
General Corporate Expenses.............................. (1,416)
Operating Income........................................ 846
Nonoperating Income..................................... 893
Income from Continuing Operations
before Income Taxes................................. $ 1,739
Depreciation and Amortization........................... $ 3,001 $ 701 $ 3,702
Capital Expenditures.................................... $ 9,556 $ 1,397 $ 10,953
Identifiable Assets at 12/31/96......................... $ 33,633 $ 37,022 $ 70,655
Corporate Assets........................................ 16,157
Total Assets at December 31, 1996...................... $ 86,812
1995
Revenues................................................ $ 95,152 $ 2,292 $ 97,444
Segment Operating Income ............................... $ 3,970 $ 283 $ 4,253
General Corporate Expenses.............................. (1,401)
Operating Income........................................ 2,852
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
Depreciation and Maintenance - Depreciation is computed using the
straight-line method and the following useful lives for new equipment:
Revenue Equipment -
Linehaul Tractors.................... 3 - 5 years
Linehaul Trailers.................... 3 - 7 years
Terminal Facilities..................... 19 - 39 years
Other Equipment......................... 2 - 10 years
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. Financial Services revenues are reported net of interest expenses
of $1,264,000 on secured borrowings against finance accounts receivables in
1996. Operating expenses are recognized as incurred.
Income Taxes - The Company accounts for income taxes in accordance with
the liability method. 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.
New Accounting Pronouncements - Statement of Financial Accounting Standards
No. 125, on "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities" was issued in June, 1996, effective in January 1,
1997. This standard provides accounting and reporting standards for transfers
and servicing of financial assets under a "financial-components approach" and is
applied on a prospective basis only for transfers occurring after December 31,
1996. The Company is evaluating the impact of the application of the new
rules, but, based on current circumstances, believes this impact will not be
material to the financial statements of the Company.
2. EMPLOYEE BENEFITS
Multiemployer Plans
Crouse 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 contributed
$4,596,000, $3,688,000 and $3,222,000 to the multiemployer pension plans for
1996, 1995 and 1994, respectively. Crouse contributed $5,904,000, $5,142,000,
$4,231,000 to the multiemployer health and welfare plans for 1996, 1995 and
1994, respectively.
Non-Union Pension Plan
Crouse 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 depending upon profitability of Crouse. Any discretionary
funds contributed to the Non-union Plan will be invested 100% in Anuhco Common
Stock.
Pension expense, exclusive of the multiemployer pension plans, was
$420,000, $396,000 and $609,000 for the years 1996, 1995 and 1994, respectively.
The accompanying consolidated balance sheets include a pension liability of
$240,000 and $215,000 as of December 31, 1996 and 1995, respectively.
Profit Sharing
In September, 1988, the employees of Crouse 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'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 sheets include profit
sharing accruals of $691,000 and $1,005,000 for 1996 and 1995, respectively.
The accompanying consolidated statements of income include profit sharing
expense of $2,833,000, $3,923,000 and $5,956,000 for 1996, 1995 and 1994,
respectively.
401(k) Plan
Effective January 1, 1990, Crouse 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, Anuhco and AFS are eligible to
participate in the 401(k) plan after they attain age 21 and complete one year of
qualifying employment.
UPAC Plans
Effective June 1, 1995, the Company 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
21 and complete one year of employment.
Participants in the 401(k) Savings Plan may defer up to 10% of annual
compensation. The Company matches 50% of the amount deferred by each employee.
Company contributions vest over five years. Company matching contributions in
1996 and 1995 were $27,000 and $10,000, respectively.
Under the Money Purchase Pension Plan, the Company contributes 7% of each
eligible employee's annual compensation plus 5.7% of any compensation in excess
of the Social Security wage base. Company contributions in 1996 and 1995 were
$66,000 and $30,000, respectively.
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 statements 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, 1996, management does not believe any material
adjustment will be made to the premiums paid or accrued at that date.
4. SECURITIZATION OF RECEIVABLES AND REVOLVING CREDIT AGREEMENT
Securitization of Receivables
In December, 1996, the Company, UPAC and APR Funding Corporation (wholly-
owned subsidiary of APR) entered into an extendible 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 $50,000,000. This agreement
replaced a similar securitization agreement with another financial institution
that was entered into in October, 1995 and UPAC's secured credit agreement,
dated July, 1994. The purchaser permits principal collections to be reinvested
in new financing agreements. The Company had securitized receivables of $37.2
million at December 31, 1996. 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 purchase previous securitized receivables under the
prior agreement and to pay off the secured note payable under UPAC's secured
credit agreement.
The terms of the agreement requires UPAC to maintain a minimum tangible
net worth of $5 million and contain restrictions on the payment of dividends by
UPAC 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, 1996.
The Company did not record a gain or loss on the sales as the costs of
receivables sold approximated the proceeds (See Note 1 - "New Accounting
Pronouncements" for a discussion of the impact of FAS Statement No. 125 which
will be effective on 1997). The terms of the securitization agreement require
that UPAC maintain a default reserve at specified levels which serves as
collateral. At December 31, 1996, approximately $4.9 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 $1,150,000 and
$733,000 of servicing income for 1996 and 1995, respectively.
Revolving Credit Agreement
In September, 1988, Crouse 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, 1996. This agreement was amended and superseded on September 30,
1991, and Anuhco was added as a guarantor. In September, 1996 the term was
extended to June 30, 1998. There was no outstanding balance on this revolving
line of credit at December 31, 1996 or 1995.
On the last day of each calendar month through the term of the agreement,
Crouse 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, 1996
was 8.25%. The agreement can be terminated by the bank on six months notice or
by Crouse 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 stock, loans to officers or employees and type of investments. The
Company was in compliance with all such provisions at December 31, 1996.
5. COMMON STOCK
On June 26, 1995, the Company adopted a program to repurchase up to 10% of
its outstanding shares of common stock. During the second quarter of 1996, the
Company completed this initial repurchase program and expanded the number of
shares authorized to be repurchased by an additional 10% of its then outstanding
shares. During 1996 and 1995, respectively, the Company repurchased 768,800 and
417,100 shares of common stock, which represented 15.7% of outstanding
shares before initiating the program, at a cost of $9,963,000. Additionally,
during the fourth quarter of 1996, the Company made an "Odd Lot Tender Offer" to
holders of less than 100 shares of Anuhco Common Stocks. Pursuant to this offer
the Company repurchased 28,541 shares at a cost of $237,000.
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. In 1994, options for 5,000 shares were exercised at an
exercise price of $1.96 per share. In 1995, options for 25,000 shares were
exercised at an average exercise price of $2.44 per share. At December 31,
1996, no options were outstanding or exercisable pursuant to this plan.
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 were reserved for issuance pursuant to the 1992 Plan. As of
December 31, 1996, options for 223,500 shares were available for grant 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.
In each of 1995 and 1996, the Company granted non-statutory options to
acquire 10,000 shares of common stock to an officer of APR pursuant to an
employment agreement. These options become excercisable in 1998 and 1999 and
expire in 2005 and 2006, respectively.
The Company has elected to continue to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock issued to Employees" ("APB 25") and
related Interpretations in accounting for its employee stock options. Under APB
25, because the exercise price of each of the Company's stock options equals
the market price of the underlying stock on the date of grant, no compensation
expense is recognized.
Financial Accounting Standards Board Statement No. 123 ("Statement 123")
"Accounting for Stock-Based Compensation," requires the use of option valuation
models to estimate the fair value of stock options granted and recognize that
estimated fair value as compensation expense. Pro forma information regarding
net income and earnings per share is required by Statement 123, and has been
determined as if the Company had accounted for its stock options under the fair
value method of Statement 123. The fair value of these options was estimated at
the date of grant using a Black-Scholes option pricing model with the following
weighted average assumptions for 1996 and 1995, respectively: risk-free
interest rate of 6.1%; expected life of options of 4.9 years and 4.5 years; and
a volatility factor of the expected market price of the Company's common stock
of .20. The preceding assumptions used as inputs to the option valuation model
are highly subjective in nature. Changes in the subjective input assumptions
can materially affect the fair value estimates thus, in management's opinion,
the estimated fair values presented do not necessarily represent a reliable
single measure of the fair value of its employee stock options. For purposes of
pro forma disclosures, the estimated fair value of the options is amortized to
expense over the options' vesting periods. The Company's unaudited pro forma
information follows (in thousands, except for per share amounts):
1996 1995
Pro Forma net income......................... $ 743 $2,771
Pro forma earnings per share
from continuing operations................... $ 0.11 $ 0.37
The following table is a summary of data regarding stock options granted
during the three years ended December 31, 1996:
1996 1995 1994
Weighted Weighted Weighted
Average Average Average
Options Price Options Price Options Price
Options outstanding at
beginning of year................. 198,200 $ 6.43 127,850 $ 4.79 73,000 $ 4.00
Granted................................ 106,500 7.96 75,500 9.06 63,000 5.50
Forfeited.............................. (18,000) 6.85 (1,000) 9.00 (2,500) 4.41
Exercised.............................. (23,500) 4.73 (4,150) 3.23 (5,650) 2.69
Options outstanding at end
of year........................... 263,200 7.17 198,200 6.43 127,850 4.79
Options exercisable at end
of year........................... 91,650 $ 5.62 64,500 $ 4.47 23,150 $ 3.39
Estimated weighted average
fair value per share of
options granted during
the year.......................... $ 2.00 $ 2.40 N/A
The per share exercise prices of options outstanding as of December 31, 1996, ranged from $2.41 to $9.79 per share. The weighted
average remaining contractual life of those options was 7.8 years.
6. INCOME TAXES
Deferred tax assets (liabilities) attributable to continuing operations
are comprised of the following at December 31:
1996 1995
(In Thousands)
Current Deferred Tax Assets (Liabilities):
Employee benefits..................................... $ (75) $ (217)
Claims accruals and other............................. 258 90
Reserve for doubtful accounts......................... 435 304
Net Current Deferred Tax Assets.................. $ 618 $ 177
Deferred Tax Assets (Liabilities):
Operating Property, principally
due to differences in depreciation............... $ (1,858) $ (1,272)
Amortization of intangibles........................... (132) (30)
Alternative minimum tax credits....................... 787 759
Net Deferred Tax Liabilities..................... $ (1,203) $ (543)
At December 31, 1996 the Company had approximately $2.9 million of net
operating loss carryforwards which were available for Federal income tax
purposes. At December 31, 1996 and 1995, the Company had $787,000 and
$759,000, respectively, of alternative minimum tax credit carryforwards
available which do not expire. Net Deferred Tax Assets of $974,000 and
$1,745,000 were recorded as a portion of the AFS Net Assets as of December 31,
1996 and 1995, respectively (see Note 8).
The following is a reconciliation of the Federal statutory income tax rate
to the effective income tax rate for continuing operations.
1996 1995 1994
Federal statutory income tax rate................ 35.0% 35.0% 35.0%
State income tax rate, net....................... 6.7 5.6 7.9
Amortization of non-deductible
acquisition intangibles...................... 6.3 2.2 --
Non-deductible meals and
entertainment................................ 2.8 0.9 --
Other............................................ 0.2 (0.7) --
Net operating losses............................. -- -- (42.9)
Effective income tax rate........................ 51.0% 43.0% 0.0%
The components of the income tax provision, attributable to continuing
operations, consisted of the following:
1996 1995
(in thousands)
Current Deferred Total Current Deferred Total
Federal................... $ 441 $ 267 $ 708 $ 1,241 $ 455 $ 1,696
State..................... 110 69 179 310 114 424
Total................ $ 551 $ 336 $ 887 $ 1,551 $ 569 $ 2,120
No net provision for income tax was made for the year ended December 31,
1994 due to significant tax losses and related carryforwards from the
discontinued operations during that year.
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 $13,179,000, 11,527,000 and $11,138,000 for 1996, 1995 and 1994,
respectively, are primarily based on miles traveled or on a percent of revenue
generated through the use of the equipment.
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 were allowed, distributions to those
creditors occurred. 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, 1994
all unsecured creditors had been paid an amount equal to 130% of their allowed
claims, which was the maximum distribution provided under the Joint Plan.
Anuhco received distributions in accordance with the Joint Plan of $36 million.
In addition, AFS paid dividends of $25 million, $6.8 million and $8.5 million to
Anuhco on December 28, 1994, July 5, 1995, and July 11, 1996, 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 1997.
Amount
(In Thousands)
Cash and Short-Term Investments ................. $ 6,320
Deposits, Prepayments and Other Receivables ..... 223
Deferred Income Tax Asset (primarily
Other Assets and net operating losses) .......... 974
Other Assets, at estimated net
realizable value................................ 1,172
Real Property, at estimated net realizable
value........................................... 133
Priority Wages, Taxes and Other ................. (502)
Unsecured Liabilities..... ...................... (750)
Net Assets ...................................... $ 7,570
Assets and Liabilities - Assets, including real property remaining at
December 31, 1996, are stated at estimated net realizable value.
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, 1996, unresolved
claims filed by the creditors of approximately $4 million were significantly in
excess of recorded liabilities. The remaining claims as of December 31, 1996
were resolved during January and February 1997 with no impact on AFS net assets.
With the settlement of these final claims the closure of the estate is
anticipated to occur in 1997.
9. ACQUISITION OF PREMIUM FINANCE SUBSIDIARIES
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 was entitled
to the continuation of the services of APR's president and chief executive
officer for five years. This contract was amended and extended for two
additional years with no increase in compensation. 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.
On March 29, 1996, Anuhco completed the acquisition of all of the issued
and outstanding stock of Universal Premium Acceptance Corporation and UPAC of
California, Inc. (together referred to as "UPAC"). UPAC offers short-term
collateralized financing of commercial and personal insurance premiums through
approved insurance agencies in over 30 states throughout the United States. At
March 31, 1996, UPAC had outstanding net finance receivables of approximately
$30 million. This transaction was accounted for as a purchase. Anuhco utilized
a portion of its available cash and short-term investments to consummate the
purchase at a price of approximately $12 million. The terms of the acquisition
and the purchase price resulted from negotiations between Anuhco and William H.
Kopman, the former sole shareholder of UPAC. In connection with the purchase of
UPAC, Anuhco has recorded goodwill of $6.6 million, which will be amortized on
the straight-line basis over 25 years.
In addition to the Stock Purchase Agreement by which Anuhco acquired all
of the UPAC stock, Anuhco entered into a consulting agreement with Mr. Kopman.
Under the consulting agreement, Anuhco is entitled to consult with Mr. Kopman on
industry developments as well as UPAC operations through December 31, 1998. In
addition to retaining the services of Mr. Kopman under a consulting agreement,
certain existing executive management personnel of UPAC have been retained under
multi-year employment agreements.
The following reflects the operating results of Anuhco for the three years
ended December 31, 1996, 1995, and 1994 assuming the acquisitions occurred as of
the beginning of each of the respective periods:
Pro Forma Operating Results
(Unaudited)
(In thousands, except per share data)
1996 1995 1994
Operating Revenue............................... $ 116,116 $ 102,329 $ 101,328
Income from Continuing
Operations................................. 837 2,915 5,894
Income from Discontinued
Operations................................. -- 3,576 54,845
Net Income...................................... $ 837 $ 6,491 $ 60,739
Net Income Per Share -
Continuing Operations...................... $ 0.12 $ 0.39 $ 0.78
Discontinued Operations.................... 0.00 0.48 7.27
Total...................................... $ 0.12 $ 0.87 $ 8.05
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, 1996 AND 1995
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.
The following table sets forth selected unaudited financial information
for each quarter of 1996 and 1995 (in thousands, except per share amounts).
1996
First Second Third Fourth Full Yr.
Revenue................................... $ 25,216 $28,345 $ 30,041 $ 31,281 $ 114,883
Operating Income (Loss)................... 194 426 709 (483) 846
Nonoperating Income (Expense)............. 425 209 297 (38) 893
Net Income (Loss)......................... 353 362 505 (368) 852
Net Income (Loss) per Share............... 0.05 0.05 0.08 (0.05) 0.13
1995
First Second Third Fourth Full Yr.
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
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
two years preceding their resignation 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 subsequent interim period
preceding the resignation of Arthur Andersen LLP there were 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
Item 5 of the Form 10-Q with respect to Arthur Andersen LLP. A copy of such
letter was 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
did not consult 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 23, 1997, 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 23, 1997, 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 23, 1997, 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 23, 1997,
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 Sheets at December 31, 1996 and 1995
Consolidated Statements of Income for the years ended December 31, 1996,
1995 and 1994
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
Supplemental Financial Information (Unaudited) - Summary of Quarterly
Financial Information for 1996 and 1995
(a)2. Financial Statement Schedules
Included in Item 14, Part IV of this Report -
Financial Statement Schedules for the three years ended December 31,
1996:
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.
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)- 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(b)- 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(c)- Secured Revolving Credit Agreement for a revolving credit
facility in the amount of $2,500,000 by and between Crouse
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(d)- 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(e)- 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(f)- 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(g)- Stock purchase Agreement by and between Anuhco, Inc. and
William H. Kopman, dated December 18, 1995. Filed as
Exhibit 2(a) to Registrant's Current Report on Form 8-K,
dated March 29, 1996.
10(h)- First Amendment to Stock Purchase Agreement by and between
Anuhco, Inc. and William H. Kopman, dated March 7, 1996.
Filed as Exhibit 2(b) to Registrant's Current Report on Form
8-K dated March 29, 1996.
10(i) Second Amendment to Stock Purchase Agreement by and between
Anuhco, Inc. and William H. Kopman, dated March 29, 1996.
Filed as Exhibit 2(c) to Registrant's Current Report on Form
8-K dated March 29, 1996.
10(j) Consulting Agreement by and between William H. Kopman and
Anuhco, Inc., dated March 29, 1996. Filed as Exhibit 10(a)
to Registrant's Current Report on Form 8-K, dated March 29,
1996.
10(k)* Receivables Purchase Agreement by and among APR Funding
Corporation, Universal Premium Acceptance Corporation,
Anuhco, Inc., EagleFunding Capital Corporation, The First
National Bank of Boston, dated December 31, 1996.
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, 1996.
*Filed herewith.
ANUHCO, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions
Balance at Charged Charged to Balance
Beginning to Other Deduc- at End
Description of Year Expense Accounts tions1 of Year
(In Thousands)
Allowance for doubtful freight
accounts (deducted from
freight accounts receivable)
Year Ended December 31 -
1996.................. $409 $ 120 -- $(110) $ 419
1995.................. 412 90 -- (93) 409
1994.................. 358 150 -- (96) 412
Allowance for doubtful finance
accounts (deducted from
finance accounts receivable)
Year Ended December 31 -
1996.................. $351 $ 892 $ 510(2) $(984) $ 769
1995.................. - 175 515(3) (339) 351
1 Deduction for purposes for which reserve was created.
2 Allowance established as of March 29, 1996, the date of acquisition of
Universal Premium Acceptance Corporation and UPAC of California, Inc.
3 Allowance established as of May 31, 1995, the date of acquisition of Agency
Premium Resource, Inc. and Subsidiary.
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 14, 1997 By /s/ Timothy P. O'Neil
Timothy P. O'Neil,
President and Chief Financial
Officer
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 and Chief Financial Officer
Timothy P. O'Neil (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 D. Crouse /s/ Eleanor B. Schwartz
Lawrence D. Crouse, Director Eleanor B. Schwartz, Director
/s/ Walter P. Walker
J. Richard Devlin, Director Walter P. Walker, Director
/s/ Harold C. Hill, Jr.
Harold C. Hill Jr., Director
March 14, 1997
Date of all signatures
ANUHCO, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No. Exhibit Description
3(b) Restated By-Laws of the Registrant
10(k) Receivables Purchase Agreement by and among APR Funding
Corporation, Universal Premium Acceptance Corporation, Anuhco,
Inc., EagleFunding Capital Corporation, The First National
Bank of Boston, dated December 31, 1996.
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.