Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[x] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended March 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number - 0-12321
ANUHCO, INC.
State of Incorporation - Delaware
IRS Employer Identification No. - 46-0278762
8245 Nieman Road, Suite 100, Lenexa, Kansas 66214
Telephone Number - (913) 859-0055
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x . No.___.
Indicate the number of shares outstanding of each of the issuer's
classes of common stock.
Anuhco, Inc.
Common Stock, $0.01 par value
6,871,070 shares outstanding
as of May 10, 1996
Form 10-Q
Contains 18 pages
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Periods Ended March 31
(In Thousands, Except Per Share Data)
First Quarter
1996 1995
Operating Revenue........................... $25,216 $24,632
Operating Expense........................... 25,022 23,663
Operating Income............................ 194 969
Nonoperating Income (Expense)
Interest income........................... 391 612
Interest expense.......................... ( 3) ( 3)
Gain on sale of property and equipment,net 36 20
Other, net................................ 1 1
Total nonoperating income (expense)..... 425 630
Income from Continuing Operations
before Income Taxes....................... 619 1,599
Income Tax Provision........................ 266 688
Income from Continuing Operations........... 353 911
Income from Discontinued Operations (Note 6) -- 368
Net Income.................................. $ 353 $ 1,279
Average Common Shares Outstanding (Note 5).. 7,136 7,554
Net Income Per Share from Continuing
Operations................................ $0.05 $0.12
Net Income Per Share from Discontinued
Operations................................ $0.00 $0.05
Net Income Per Share........................ $0.05 $0.17
The accompanying notes to consolidated financial statements
are an integral part of these statements.
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31 Dec 31
1996 1995
ASSETS (In Thousands)
Current Assets
Cash and temporary cash investments........... $ 8,335 $ 6,617
Short term investments........................ 11,934 27,366
Freight accounts receivable, less allowance
for doubtful accounts of $426 and $409,
respectively................................ 8,845 7,952
Finance accounts receivable, less allowance
for doubtful accounts of $732 and $351,
respectively................................ 38,050 8,290
Current deferred tax asset.................... 401 177
Other current assets.......................... 2,196 1,291
AFS Net Assets (Note 6)....................... 16,840 16,840
Total current assets........................ 86,601 68,533
Operating Property, at Cost
Revenue equipment............................. 20,447 18,944
Land.......................................... 3,098 2,826
Structures and improvements................... 8,844 7,534
Other operating property...................... 4,653 4,643
37,042 33,947
Less accumulated depreciation............... (18,049) (17,724)
Net operating property.................... 18,993 16,223
Intangibles and Other Assets (Note 2)........... 10,096 3,670
$115,690 $ 88,426
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Secured notes payable (Note 4)................ $ 24,275 $ --
Accounts payable.............................. 3,018 1,041
Accrued payroll and fringes................... 5,233 5,203
Claims and insurance accruals................. 255 224
Accrued and current deferred income taxes..... 458 288
Other accrued expenses........................ 1,323 847
Total current liabilities................... 34,562 7,603
Deferred income taxes........................... 593 543
Shareholders' Equity (Note 5)
Preferred stock with $0.01 par value, author-
ized 1,000,000 shares, none outstanding..... -- --
Common stock with $0.01 par value, authorized
13,000,000 shares, outstanding 7,131,420 and
7,139,970 shares, respectively.............. 76 76
Paid-in capital............................... 5,408 5,357
Retained earnings............................. 78,743 78,390
Treasury stock, 435,800 and 417,100 shares,
respectively, at cost....................... (3,692) (3,543)
Total shareholders' equity................ 80,535 80,280
$115,690 $ 88,426
The accompanying notes to consolidated financial statements
are an integral part of this statement.
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31
1996 1995
(In Thousands)
Cash Flows From Operating Activities -
Net income...................................... $ 353 $ 1,279
Adjustments to reconcile net income to net
cash provided by operating activities -
Gain on sale of assets........................ (36) (20)
Depreciation and amortization................. 767 598
Provision for uncollectible accounts.......... 104 30
Deferred tax provision........................ 220 140
Net increase (decrease) from change in other
working capital items affecting operating
activities.................................. (547) (438)
Income from discontinued operations (Note 6).... -- (368)
Net Cash Provided by operating activities......... 861 1,221
Cash Flows from Investing Activities -
Purchase of finance subsidiary (Note 2)......... (11,979) --
Purchase of operating property.................. (3,301) (1,560)
Origination of finance accounts receivables..... (15,235) --
Sale of finance accounts receivables............ 9,395 --
Collection of owned finance accounts receivables 6,359 --
Collection of long-term receivable.............. -- 1,270
Purchases of short-term investments............. -- (24,746)
Maturities of short-term investments............ 15,432 14,395
671 (10,641)
Cash Flows from Financing Activities -
Payments to acquire treasury stock.............. (149) --
Borrowings on credit agreement.................. 500 --
Other........................................... (165) --
186 --
Net Increase (Decrease) In Cash...................
and Temporary Cash Investments.................. 1,718 (9,420)
Cash and Temporary Cash Investments at
beginning of period............................. 6,617 11,365
Cash and Temporary Cash Investments at
end of period................................... $ 8,335 $ 1,945
Cash Paid During the Period for:
Interest........................................ $ -- $ --
Income Tax...................................... 12 351
The accompanying notes to consolidated financial statements
are an integral part of these statements.
ANUHCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Total
Share-
Common Paid-In Retained Treasury holders'
Stock Capital Earnings Stock Equity
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.................. -- -- 353 -- 353
Income from discontinued
operations.................. -- -- -- -- --
Issuance of shares under
Incentive Stock Plan........ -- 51 -- -- 51
Purchase of 18,700 shares of
common stock................ -- -- -- (149) (149)
Balance at March 31, 1996..... $ 76 $5,408 $78,743 $(3,692) $80,535
The accompanying notes to consolidated financial statements
are an integral part of these statements.
ANUHCO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Principles of Consolidation
The consolidated financial statements include Anuhco and all of
its subsidiary companies ("the Company"). All significant
intercompany accounts and transactions have been eliminated in
consolidation. The condensed financial statements included herein
have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC") and have not been
examined or reviewed by independent public accountants. In the
opinion of management, all adjustments necessary to present fairly
the results of operations have been made.
Pursuant to SEC rules and regulations, certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted from these statements
unless significant changes have taken place since the end of the
most recent fiscal year. Anuhco believes that the disclosures
contained herein, when read in conjunction with the financial
statements and notes included, or incorporated by reference, in
Anuhco's Form 10-K, filed with the SEC on March 11, 1996, are
adequate to make the information presented not misleading. It is
suggested, therefore, that these statements be read in conjunction
with the statements and notes included, or incorporated by
reference, in the aforementioned report on Form 10-K.
2. 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 shareholder of
APR, and an employment agreement with APR's president and chief
executive officer. Under the former, Anuhco is entitled to consult
with the former majority shareholder regarding APR for three years.
Under the latter, APR is entitled to the continuation of the
services of the president and chief executive officer for five
years. This transaction was accounted for as a purchase. Anuhco
utilized a portion of its available cash and investments to
consummate the purchase. The terms of the acquisition and the
purchase price resulted from negotiations between Anuhco and the
APR shareholders.
APR offers insurance premium financing and related services
through approved insurance agencies, primarily throughout the
midwestern United States. Its wholly owned subsidiary, Agency
Services, Inc., provides motor vehicle report services throughout
the same geographic area.
In connection with the purchase of APR, Anuhco recorded goodwill
of $2.4 million, which will be amortized on the straight-line basis
over 15 years, and a software and service agreement of $1.0
million, which will be amortized over 5 years.
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 will be 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, based on a preliminary
allocation of the purchase price, Anuhco has recorded goodwill of
$6.3 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,
existing executive management personnel of UPAC have been retained
under multiyear employment agreements. Anuhco's acquisition of
UPAC, in combination with its earlier acquisition, gives the
Company a nationwide presence in this financial services industry.
The following reflects the operating results of Anuhco for the
first quarter ended March 31, 1996 and 1995, 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)
First Quarter
1996 1995
Operating Revenue.................. $ 26,449 $ 26,715
Income from Continuing
Operations....................... 334 916
Income from Discontinued
Operations....................... -- 368
Net Income......................... $ 334 $ 1,284
Net Income Per Share:
Continuing Operations............ $0.05 $0.12
Discontinued Operations.......... 0.00 0.05
Total.......................... $0.05 $0.17
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.
3. Profit Sharing
In September 1988, the employees of Crouse Cartage Company
("Crouse Cartage"); a wholly owned subsidiary of Anuhco, approved
the establishment of a profit sharing plan ("the Plan"). The Plan
is structured to allow all employees (union and non-union) to
ratably share 50% of Crouse Cartage's income before income taxes
(excluding extraordinary items and gains or losses on the sale of
assets) in return for a 15% reduction in their wages. Plan
distributions are made on a quarterly basis. The Plan was
recertified in 1991 and 1994, and shall continue in effect through
March 31, 1998, or until a replacement of the Collective Bargaining
Agreement is reached between the parties, whichever is the later.
The accompanying consolidated balance sheet for the period ended
March 31, 1996 includes an accrual for profit sharing costs of
$465,000. The accompanying consolidated statements of income
includes profit sharing costs of $465,000 and 1,165,000 for the
first quarter of 1996 and 1995, respectively.
4. Financing Agreements
In October, 1995, the Company, APR, and APR Funding Corporation,
a wholly owned subsidiary of APR, entered into an extendable three
year securitization agreement whereby it can sell undivided
interests in a designated pool of accounts receivable on an ongoing
basis. The maximum allowable amount of receivables to be sold
under the agreement is $30,000,000. This agreement replaced a
similar agreement with another financial institution that was
entered into in July, 1993. The purchaser permits principal
collections to be reinvested in new financing agreements. APR had
securitized receivables of $17.3 million at March 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 pay off the previous
securitized receivables under the prior agreement.
APR did not record a gain or loss on the sales as the costs of
receivables sold approximated the proceeds. The terms of the
securitization agreement require that APR maintain a default
reserve at specified levels which serves as collateral. At March
31, 1996, approximately $2.1 million of owned finance receivables
served as collateral under the default reserve provision. APR
continues to service the securitized receivables for which it
receives a servicing fee.
As of March 31, 1996, UPAC had outstanding secured notes payable
of $21.3 million under a restated secured credit agreement dated as
of July 29, 1994 with three banks, secured by the UPAC receivables,
whereby, as amended on August 14, 1995 and April 3, 1996, the
aggregate maximum principal amount outstanding shall not exceed the
lesser of $30,000,000 or 85% of the qualified notes assigned to the
banks and the sum of the outstanding principal of and the accrued
interest on, the additional obligations to insurance agents with
whom UPAC does business evidenced by promissory notes. This credit
agreement is scheduled to expire on August 31, 1996. Borrowings
under the credit agreement not subject to the LIBOR (London Inter
Bank EuroDollar Market) Pricing Option, $1.3 million at March 31,
1996, are at the bank's prime rate, which was 8.25% at March 31,
1996. Borrowings under the LIBOR Pricing Option, $20 million at
March 31, 1996, are at the LIBOR rate plus 2.00% for each
applicable interest period, an average effective rate of 7.3% at
March 31, 1996. The acquisition of UPAC by Anuhco resulted in
certain technical events of default of the secured credit agreement
which were waived by the lender. UPAC's domestic banking system
provides for the daily replenishment of major bank accounts for
check clearing requirements. Accordingly, outstanding checks of
$2,473,000 at March 31, 1996 are also included in secured notes
payable.
In September 1988, Crouse Cartage entered into a multi-year
credit agreement with a commercial bank which provided for maximum
borrowings equaling the lesser of $2,500,000 or the borrowing base,
as defined in such agreement. In September, 1995 the term of this
agreement was extended to June 30, 1997. The outstanding balance
on this revolving line of credit at March 31, 1996 was $500,000.
Borrowings under the revolving credit agreement bear interest at
the bank's prime rate which was 8.25% at March 31, 1996.
5. Shareholders' Equity
Income per share is based on the average number of common shares
outstanding during each period. The average number of common
shares so computed was 7,136,017 for the quarter ended March 31,
1996 and 7,553,561 for the quarter ended March 31, 1995.
On June 26, 1995, the Company adopted a program to repurchase up
to 10% of its outstanding shares of common stock. During the first
quarter of 1996, the Company repurchased an additional 18,700
shares of common stock, bringing the total shares repurchased to
435,800 shares, or 5.8% of outstanding shares before initiating the
program, at a total cost of $3,692,000.
6. AFS Net Assets
Under the provisions of a Joint Plan of Reorganization ("the
Joint Plan"), AFS is responsible for the administration of pre-July
12, 1991 creditor claims and conversion of assets owned before that
date. As claims are allowed and cash is available, distributions
to the creditors occur. The Joint Plan also provided for
distributions to Anuhco as unsecured creditor distributions
occurred in excess of 50% of allowed claims. Anuhco also will
receive the full benefit of any remaining assets of AFS through its
ownership of AFS stock, after unsecured creditors received
distributions, including interest, equivalent to 130% of their
claims.
AFS has made the full payment of all it's resolved claims and
liabilities. The remaining AFS net assets are estimated to have
net realizable value of $16.8 million. The primary assets include
approximately $14.3 million in cash and investments. Gross
unresolved claims, primarily related to workers' compensation
indemnification issues, are approximately $4 million.
AFS is in the process of resolving these claims, however until
this process is completed the amount of liabilities cannot be
ascertained. The ultimate resolution of the amounts, validity and
priority of recorded liabilities and other claims is uncertain at
this time. Accordingly, AFS net assets reflect estimated amounts
due on such liabilities and claims.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
First quarter ended March 31, 1996 compared to the first quarter
ended March 31, 1995
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 Cartage; and
financial services, through its subsidiaries, APR and UPAC.
Transportation
Operating Revenue - The changes in transportation operating revenue
are summarized in the following table (in thousands):
Quarter 1 1996
vs
Quarter 1 1995
Increase (decrease) from:
Increase in LTL tonnage................... $ 510
Decrease in LTL revenue per hundredweight. (667)
Decrease in truckload revenues............ (187)
Net increase (decrease)................. $ (344)
Less-than-truckload ("LTL") operating revenues fell by 0.8% in
the first quarter of 1996 as compared to the same period in 1995.
In spite of severe winter weather in the first quarter of 1996
which management estimates caused a loss of three revenue days in
the quarter, Crouse achieved a 2.6% increase in LTL tons over the
first quarter of 1995. The trucking industry, including Crouse
Cartage, was adversely impacted by the continued competitive market
pressures on freight rates during the first quarter of 1996, which
reduced Crouse Cartage's LTL revenue yield by approximately 3.4%.
Truckload operating revenue fell 3.6% in the first quarter as the
net result of a 6.4% decline in the number of shipments hauled and
a 2.8% increase in revenue per shipment.
Operating Expense - A comparative summary of transportation
operating expenses as a percent of transportation operating revenue
follows:
Percent of Operating Revenue
First Quarter
1996 1995
Salaries, wages and employee benefits.. 55.8% 55.1%
Operating supplies and expenses........ 13.4 11.9
Operating taxes and licenses........... 2.9 2.8
Insurance and claims................... 2.0 2.2
Depreciation........................... 2.5 2.2
Purchased transportation............... 21.3 21.0
Total operating expenses............. 97.9% 95.2%
Crouse Cartage's operating expenses as a percentage of operating
revenue, or operating ratio, rose from 95.1% to 97.9% for the first
quarter of 1995 and 1996, respectively. This increase in operating
ratio was primarily the result of increased linehaul, fuel and
maintenance costs caused by the severe winter storms which occurred
in Crouse's operating territory and the reduction in operating
revenue which serves as the denominator in the calculation of
operating ratio.
Management expects the difficult economic operating environment
in the transportation industry and the pressure on freight rates to
continue in the short term, although these conditions may improve
later in 1996*. In addition, a 3.7% contractual increase in union
salaries and benefits went into effect on April 1, 1996. *This is
a forward-looking statement which involves risks and uncertainties
that are detailed under caption "Forward-Looking Statements".
Financial Services
In the first quarter of 1996, APR financed $14.2 million in
insurance premiums on which it generated operating revenue of
$923,000 while operating at approximately a breakeven level.
Other
Primarily as a result of its utilization of cash and short-term
investments for the acquisitions of APR and UPAC since the first
quarter of 1995, Anuhco recorded a substantial decrease in interest
income for the first quarter ended March 31, 1996, from the
corresponding period of 1995. Anuhco's effective tax rate for the
first quarter of 1996 and 1995 was 43%. During the first quarter
of 1995, the Company recognized income from discontinued operations
relating to additional deferred tax benefits.
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 is currently developing a three-year strategic plan
with the goal of growing each of its business segments to be equal
contributors 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 first step for the financial services segment is the
successful integration of the operations of APR and UPAC. The
continued growth of this operation will involve the expansion of
its licensing and qualifications to include all 50 states. The
financial services segment will also focus on increasing its market
penetration in certain states with substantial population and
industrial base.
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 Quarterly Report on Form 10-
Q which are not statements of historical fact constitute forward-
looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, including, without
limitation, the statements specifically identified as forward-
looking statements in this Form 10-Q. 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 Registrant or its
management or Board of Directors, including plans or objectives
relating to the products or services of the Registrant, (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 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 March 31,
1996 with over $20 million in cash and investments at the Anuhco
level, as well as approximately $14 million in cash and investments
included in the net assets of AFS. During the first quarter of
1996 Anuhco completed the acquisition of UPAC using approximately
$12 million in available funds. In addition, during the first
three months of 1996, the Company has purchased $3.5 million of
operating property and equipment, without incurring any long term
indebtedness.
On October 20, 1995 APR entered into a three year agreement with
a receivable purchaser to sell an undivided interest in a
designated pool of receivables. The maximum allowable receivables
to be sold under this agreement is $30 million. Proceeds from the
initial funding of this agreement were utilized to eliminate all
outstanding balances under a prior agreement. As of March 31,
1996, APR had securitized receivables with an outstanding balance
of $17.3 million. Anuhco serves as guarantor in certain limited
circumstances under this agreement.
UPAC finances its outstanding receivables under a secured credit
agreement dated July 29, 1994, as amended on August 14, 1995 and
April 3, 1996, which provides for maximum borrowings of the lesser
of $30 million or 85% of qualified receivables. This agreement is
scheduled to expire on August 31, 1996. As of March 31, 1996, UPAC
had outstanding secured notes payable under the credit agreement of
$21.3 million.
On June 26, 1995, the Company adopted a program to repurchase up
to 10% of its outstanding shares of common stock. During the first
quarter of 1996, the Company repurchased an additional 18,700
shares of common stock bringing the total shares repurchased to
435,800, or 5.8% of outstanding shares before initiating the
program, at a total cost of $3,692,000. Through May 10, 1996, the
Company has repurchased an additional 262,100 shares of common
stock. This program is being funded from available cash and
investments.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings Reference is made to Item 3 of the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1995.
Item 2. Changes in Securities None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10(a)* Amendment No. 4 to and Restatement of Secured Credit
Agreement, dated July 29, 1994, by and among Universal
Premium Acceptance Corporation, The First National
Bank of Boston, Magna Bank of Missouri and The Daiwa
Bank, Limited.
10(b)* Amendment No. 1 to Restated Secured Credit Agreement,
dated August 14, 1995, by and among Universal Premium
Acceptance Corporation, The First National Bank of
Boston, Magna Bank of Missouri and The Daiwa Bank,
Limited.
10(c)* Amendment No. 2 to Restated Secured Credit Agreement,
dated April 3, 1996, by and among Universal Premium
Acceptance Corporation, The First National Bank of
Boston, Magna Bank of Missouri and The Sumitomo Bank,
Limited.
19(a)* Report to Shareholders for the First Quarter, 1996,
dated April 19, 1996.
27 * Financial Data Schedule
* - Filed herewith.
(b) Reports on Form 8-K
(1) A Current Report on Form 8-K, dated March 29, 1996, was
filed on April 12, 1996 to report the completion of the
acquisition of all of the outstanding stock of Universal
Premium Acceptance Corporation and UPAC of California,
Inc.
(2) Amendment Number 1 to Current Report on Form 8-K, dated
March 29, 1996, was filed on May 14, 1996 to report the
completion of the acquisition of all of the outstanding
stock of Universal Premium Acceptance Corporation and
UPAC of California, Inc.
(a) Historical Combined Financial Statements of
Universal Premium Acceptance Corporation and UPAC
of California, Inc. (business acquired).
Annual Financial Statements
Report of Independent Auditor
Combined Balance Sheets as of December 31,
1995 and 1994
Combined Statements of Income and Retained
Earnings for the years ended December 31, 1995
and 1994
Combined Statements of Cash Flows for the
years ended December 31, 1995 and 1994
Notes to Combined Financial Statements
(b) Condensed Pro Forma Financial Statements
(Unaudited)
Description of Pro Forma Financial Statements
Condensed Pro Forma Balance Sheet as of December
31, 1995
Condensed Pro Forma Statements of Income for the
years ended December 31, 1995 and 1994
Notes to Pro Forma Financial Statements
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Anuhco, Inc.
Registrant
By: /s/ Timothy P. O'Neil
Timothy P. O'Neil, President &
Chief Financial Officer
Date: May 15, 1996
EXHIBIT INDEX
Assigned
Exhibit
Number Description of Exhibit
10(a) Amendment No. 4 to and Restatement of Secured
Credit Agreement, dated July 29, 1994, by and among
Universal Premium Acceptance Corporation, The First
National Bank of Boston, Magna Bank of Missouri and
The Daiwa Bank, Limited.
10(b) Amendment No. 1 to Restated Secured Credit
Agreement, dated August 14, 1995, by and among
Universal Premium Acceptance Corporation, The First
National Bank of Boston, Magna Bank of Missouri and
The Daiwa Bank, Limited.
10(c) Amendment No. 2 to Restated Credit Agreement, dated
April 3, 1996, by and among Universal Premium
Acceptance Corporation, The First National Bank of
Boston, Magna Bank of Missouri and The Sumitomo
Bank, Limited.
19(a) Report to Shareholders for the First Quarter, 1996,
dated April 19, 1996.
27 Financial Data Schedule.