SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________________ to __________________
Commission Registrant, State of Incorporation I.R.S. Employer
File Number Address and Telephone Number Identification No.
----------- ---------------------------- ------------------
1-11255 AMERCO 88-0106815
(A Nevada Corporation)
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502-3239
Telephone (775) 688-6300
2-38498 U-Haul International, Inc. 86-0663060
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
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 [ ].
20,514,958 shares of AMERCO Common Stock, $0.25 par value were outstanding at
September 30, 2002.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at November 11, 2002.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
a) Condensed Consolidated Balance Sheets as of September 30, 2002 (unaudited) and March 31, 2002.................5
b) Condensed Consolidated Statements of Earnings for the Six months ended September 30, 2002 and 2001
(unaudited)...................................................................................................7
c) Condensed Consolidated Statements of Comprehensive Income for the Six months ended September 30, 2002 and
2001 (unaudited)..............................................................................................8
d) Condensed Consolidated Statements of Earnings for the Quarters ended September 30, 2002 and 2001 (unaudited)..9
e) Condensed Consolidated Statements of Comprehensive Income for the Quarters ended September 30, 2002 and
2001 (unaudited).............................................................................................10
f) Condensed Consolidated Statements of Cash Flows for the Six months ended September 30, 2002 and 2001
(unaudited)..................................................................................................11
g) Notes to Condensed Consolidated Financial Statements.........................................................12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................33
Item 3. Quantitative and Qualitative Disclosures About Market Risk......................................................43
Item 4. Controls and Procedures.........................................................................................43
PART II OTHER INFORMATION
Item 1. Legal Proceedings...............................................................................................44
Item 3. Defaults Upon Senior Securities.................................................................................45
Item 4. Submission of Matters to a Vote of Security Holders.............................................................45
Item 6. Exhibits and Reports on Form 8-K................................................................................46
3
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INTENTIONALLY BLANK
4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Condensed Consolidated Balance Sheets
September 30, March 31,
Assets 2002 2002
----------- -----------
(Unaudited)
(in thousands)
Cash and cash equivalents $ 42,455 $ 47,651
Receivables 284,512 279,914
Inventories, net 69,687 76,519
Prepaid expenses 43,916 31,069
Investments, fixed maturities 894,295 994,875
Investments, other 239,287 250,458
Other assets 150,708 178,066
----------- -----------
1,724,860 1,858,552
Property, plant and equipment, at cost:
Buildings and improvements 716,346 703,841
SACH Buildings and improvements 468,804 458,077
Rental trucks 1,119,666 1,071,604
Other property, plant and equipment 624,188 626,391
SACH other property, plant and equipment 266,778 266,172
----------- -----------
3,195,782 3,126,085
Less accumulated depreciation (1,257,013) (1,211,182)
----------- -----------
Total property, plant and equipment 1,938,769 1,914,903
Total Assets $ 3,663,629 $ 3,773,455
=========== ===========
The accompanying notes are an integral part of
these consolidated financial statements.
5
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Condensed Consolidated Balance Sheets, Continued
September 30, March 31,
Liabilities and Stockholders' Equity 2002 2002
----------- -----------
(Unaudited)
(in thousands)
Liabilities:
AMERCO's notes and loans payable $ 908,509 $ 1,045,802
SAC Holdings notes and loans payable 579,403 557,761
Policy benefits and losses, claims and loss expenses payable 703,304 729,343
Liabilities from premium deposits 610,248 572,793
Other liabilities 295,032 368,650
----------- -----------
Total liabilities 3,096,496 3,274,349
Commitments and Contingent Liabilities
Stockholders' equity:
Serial preferred stock -
Series A preferred stock -- --
Series B preferred stock -- --
Serial common stock -
Series A common stock 1,441 1,441
Common stock 9,122 9,122
Additional paid-in-capital 265,881 267,712
Accumulated other comprehensive loss (53,082) (32,384)
Retained earnings 792,484 716,614
Cost of common shares in treasury, net (435,555) (449,247)
Unearned ESOP shares (13,858) (14,152)
----------- -----------
Total stockholders' equity 567,133 499,106
Total Liabilities and Stockholders' Equity $ 3,663,629 $ 3,773,455
=========== ===========
The accompanying notes are an integral part of
these consolidated financial statements.
6
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATION AND CONSOLIDATED
SUBSIDIARIES
Condensed Consolidated Statements of Earnings
Six months ended September 30,
(Unaudited)
2002 2001
------------ ------------
(in thousands, except share and per share data)
Revenues
Rental revenue $ 788,904 $ 746,907
Net sales 130,635 130,592
Premiums 163,016 202,880
Net investment and interest income 25,356 31,482
------------ ------------
Total revenues 1,107,911 1,111,861
Costs and expenses
Operating expenses 546,267 558,647
Cost of sales 65,522 71,171
Benefits and losses 140,433 180,773
Amortization of deferred policy acquisition costs 21,642 20,933
Lease expense 88,055 91,213
Depreciation, net 64,904 45,707
------------ ------------
Total costs and expenses 926,823 968,444
------------ ------------
Earnings from operations 181,088 143,417
Interest expense 54,887 52,517
------------ ------------
Pretax earnings 126,201 90,900
Income tax expense (45,108) (34,261)
------------ ------------
Net earnings $ 81,093 $ 56,639
============ ============
Less: preferred stock dividends (6,482) (6,482)
------------ ------------
Earnings available to common shareholders $ 74,611 $ 50,157
============ ============
Basic and diluted earnings per common share: $ 3.59 $ 2.37
Basic and diluted average common shares outstanding: 20,779,543 21,192,166
The accompanying notes are an integral part of
these consolidated financial statements.
7
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
Six months ended September 30,
(Unaudited)
2002 2001
-------- --------
(in thousands)
Comprehensive income:
Net earnings $ 81,093 $ 56,639
Changes in other comprehensive income:
Foreign currency translation (3,381) (4,617)
Fair market value of cash flow hedge -- (647)
Unrealized loss on investments (17,317) (4,374)
-------- --------
Total comprehensive income $ 60,395 $ 47,001
======== ========
The accompanying notes are an integral part of
these consolidated financial statements.
8
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Condensed Consolidated Statements of Earnings
Quarters ended September 30,
(Unaudited)
2002 2001
------------ ------------
(in thousands, except share and per share data)
Revenues
Rental revenue $ 413,050 $ 390,467
Net sales 62,447 61,803
Premiums 75,466 102,550
Net investment and interest income 11,591 16,387
------------ ------------
Total revenues 562,554 571,207
Costs and expenses
Operating expense 283,481 293,100
Cost of sales 32,219 34,733
Benefits and losses 64,015 89,341
Amortization of deferred policy acquisition costs 11,314 11,139
Lease expense 47,232 44,571
Depreciation, net 32,820 13,162
------------ ------------
Total costs and expenses 471,081 486,046
Earnings from operations 91,473 85,161
Interest expense 27,955 27,008
------------ ------------
Pretax earnings 63,518 58,153
Income tax expense (22,964) (22,415)
------------ ------------
Net earnings $ 40,554 $ 35,738
============ ============
Less: Preferred Stock Dividends (3,241) (3,241)
------------ ------------
Earnings available to common shareholders $ 37,313 $ 32,497
============ ============
Basic and diluted earnings per common share $ 1.79 $ 1.54
Basic and diluted average common shares 20,804,016 21,106,343
outstanding:
The accompanying notes are an integral part of
these consolidated financial statements.
9
AMERCO AND CONSOLIDATED SUBSIDIARIES
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
Quarters ended September 30,
(Unaudited)
2002 2001
-------- --------
(in thousands)
Comprehensive income:
Net earnings $ 40,554 $ 35,738
Changes in other comprehensive income:
Foreign currency translation (4,416) (6,114)
Fair market value of cash flow hedge -- (1,004)
Unrealized loss on investments (9,315) (13,163)
-------- --------
Total comprehensive income $ 26,823 $ 15,457
======== ========
The accompanying notes are an integral part of
these consolidated financial statements.
10
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Six months ended September 30,
(Unaudited)
2002 2001
--------- ---------
(in thousands)
Net cash provided by operating activities $ 108,718 $ 43,912
--------- ---------
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment (122,918) (108,224)
Fixed maturities (134,993) (92,465)
Real estate (29,391) (36)
Mortgage loans -- (561)
Proceeds from sale of investments:
Property, plant and equipment 46,030 60,945
Fixed maturities 202,255 75,973
Mortgage loans 10,450 6,889
Other investments 35,509 38,751
--------- ---------
Net cash provided (used) by investing activities 6,942 (18,728)
--------- ---------
Cash flows from financing activities:
Net change in short-term borrowings (12,500) (77,494)
Principal borrowings (payments) on notes (150,014) 26,861
Investment contract deposits 89,083 74,159
Investment contract withdrawals (51,262) (65,079)
Other financing activities 3,837 (3,166)
--------- ---------
Net cash used by financing activities (120,856) (44,719)
--------- ---------
Increase (decrease) in cash and cash equivalents (5,196) (19,535)
Cash and cash equivalents at beginning of period 47,651 52,788
--------- ---------
Cash and cash equivalents at end of period $ 42,455 $ 33,253
========= =========
Cash paid for interest $ 53,302 $ 56,149
--------- ---------
Cash paid for income taxes $ 8,000 $ --
--------- ---------
The accompanying notes are an integral part of
these consolidated financial statements.
11
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2002, March 31, 2002 and September 30, 2001
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
AMERCO, a Nevada corporation (AMERCO), is the holding company for
U-Haul International, Inc. (U-Haul), which conducts moving and storage
operations; Amerco Real Estate Company (Real Estate), which conducts real estate
operations; Republic Western Insurance Company (RepWest), which conducts
property and casualty insurance operations; and Oxford Life Insurance Company
(Oxford), which conducts life insurance operations.
SAC Holding Corporation and SAC Holding II Corporation (collectively
referred to as SAC Holdings) are Nevada corporations owned by Mark V. Shoen.
Mark V. Shoen is the beneficial owner of 16.3% of AMERCO's common stock and is
an executive officer of U-Haul.
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts
of AMERCO and its wholly-owned subsidiaries and SAC Holdings and their
subsidiaries. All material intercompany accounts and transactions have been
eliminated in consolidation. AMERCO has made significant loans to SAC Holdings
and is entitled to participate in SAC Holdings' excess cash flow (after senior
debt service). All of the equity interest of SAC Holdings is owned by Mark V.
Shoen, a significant shareholder and executive officer of AMERCO. AMERCO does
not have an equity ownership interest in SAC Holdings, except for investments
made by RepWest and Oxford in a SAC Holdings-controlled limited partnership
which holds Canadian self-storage properties. SAC Holdings are not legal
subsidiaries of AMERCO. AMERCO is not liable for the debts of SAC Holdings and
there are no default provisions in AMERCO indebtedness that cross-default to SAC
Holdings' obligations. The condensed consolidated financial statements and notes
are presented as permitted by Form 10-Q and do not contain certain information
included in AMERCO's annual financial statements and notes. For a more detailed
presentation of the accounts and transactions of AMERCO, refer to AMERCO's Form
10-K.
The condensed consolidated balance sheet as of September 30, 2002
and the related condensed consolidated statements of earnings, comprehensive
income, and cash flows for the six months and quarters ended September 30, 2002
and 2001 are unaudited. In our opinion, all adjustments necessary for a fair
presentation of such condensed consolidated financial statements have been
included. Such adjustments consisted only of normal recurring items. Interim
results are not necessarily indicative of results for a full year.
The accounts of AMERCO and SAC Holdings are consolidated due to SAC
Holdings majority owner not qualifying as an independent third party to AMERCO
and not maintaining a substantive residual equity investment, exclusive of
unrealized appreciation of real estate held by SAC Holdings subsidiaries, in SAC
Holdings during the entire period.
The operating results and financial position of RepWest and Oxford
have been consolidated on the basis of a calendar year and, accordingly, are
determined on a one quarter lag for financial reporting purposes. There were no
effects related to intervening events, which would materially affect the
consolidated financial position or results of operations for the financial
statements presented herein except for a transfer of $7.5 million in cash and
$65.5 million in
12
real estate from the non-insurance operating entities to the insurance
companies. These transferred assets and any related income or depreciation
expense derived therefrom are not included in the consolidated financial
statements of AMERCO and SAC Holdings as of September 30, 2002.
Certain reclassifications have been made to the financial statements
for the six months and the quarter ended September 30, 2001 to conform with the
current period's presentation.
13
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
2. INVESTMENTS
A comparison of amortized cost to estimated market value for fixed
maturities is as follows:
June 30, 2002 Par Value Gross Gross Estimated
Consolidated or number Amortized unrealized unrealized market
Held-to-Maturity of shares cost gains losses value
--------- --------- --------- --------- ---------
(in thousands)
U.S. treasury securities and government obligations $ -- $ 3,610 $ 164 -- $ 3,774
U.S. government agency mortgage-backed securities $ -- 11,245 265 (13) 11,497
Corporate securities $ 43,607 43,704 1,591 (42) 45,253
Mortgage-backed securities $ 35,264 34,827 699 (69) 35,457
Redeemable preferred stocks 4,541 114,674 247 (3,307) 111,614
--------- --------- --------- ---------
$ 208,060 $ 2,966 $ (3,431) $ 207,595
--------- --------- --------- ---------
June 30, 2002 Par Value Gross Gross Estimated
Consolidated or number Amortized unrealized unrealized market
Available-for-Sale of shares cost gains losses value
--------- --------- --------- --------- ---------
(in thousands)
U.S. treasury securities and government obligations $ 42,760 $ 43,280 $ 1,812 $ (319) $ 44,773
U.S. government agency mortgage-backed securities $ 31,620 31,364 725 (39) 32,050
Obligations of states and political subdivisions $ 15,925 16,065 660 (112) 16,613
Corporate securities $ 608,680 604,300 14,257 (16,239) 602,318
Mortgage-backed securities $ 31,270 31,203 1,013 (153) 32,063
Redeemable preferred stocks 1,260 31,834 281 (447) 31,668
Redeemable common stocks 633 7,900 -- (1,040) 6,860
--------- --------- --------- ---------
765,946 18,748 (18,349) 766,345
--------- --------- --------- ---------
Total $ 974,006 $ 21,714 $ (21,780) $ 973,940
========= ========= ========= =========
14
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
3. CONTINGENT LIABILITIES AND COMMITMENTS
During the six months ended September 30, 2002, a subsidiary of
AMERCO entered into two transactions whereby the subsidiary sold rental trucks
and trailers to unrelated third parties, which were subsequently leased back to
an AMERCO subsidiary. AMERCO has guaranteed approximately $3.3 million of
residual values at September 30, 2002 for these assets at the end of the lease.
Following are the lease commitments for the leases executed during the six
months and quarter ended September 30, 2002, and subsequently which have a term
of more than one year:
Year ending Lease
March 31, Commitments
----------- -------
2003 $ 708
2004 1,415
2005 1,415
2006 1,415
2007 1,415
Thereafter 4,753
----------- -------
$11,121
=======
In the normal course of business, AMERCO is a defendant in a number
of suits and claims. AMERCO is also a party to several administrative
proceedings arising from state and local provisions that regulate the removal
and/or clean-up of underground fuel storage tanks. In our opinion, none of such
suits, claims or proceedings involving AMERCO, individually, or in the
aggregate, are expected to result in a material loss.
Compliance with environmental requirements of federal, state and
local governments significantly affects Real Estate's business operations. Among
other things, these requirements regulate the discharge of materials into the
water, air and land and govern the use and disposal of hazardous substances.
Real Estate is aware of issues regarding hazardous substances on some of its
properties. Real Estate regularly makes capital and operating expenditures to
stay in compliance with environmental laws and has put in place a remedial plan
at each site where it believes such a plan is necessary. Since 1988, Real Estate
has managed a testing and removal program for underground storage tanks. Under
this program, over 3,000 tanks have been removed at a cost of approximately
$44.5 million.
A subsidiary of U-Haul, INW Company (INW), owns one property located
within two different state hazardous substance sites in the State of Washington.
The sites are referred to as the "Yakima Valley Spray Site" and the Yakima
Railroad Area." INW has been named as a"potentially responsible party" under
state law with respect to this property as it relates to both sites. As a result
of the cleanup costs of approximately $5.5 to $10.0 million required by the
State of Washington, INW filed for reorganization under federal bankruptcy laws
in May of 2001. The potential liability to INW could be in the range of $2.0
million to $5.5 million.
Based upon the information currently available, compliance with the
environmental laws and the costs of investigation and cleanup of known hazardous
waste sites are not expected to have a material adverse affect on AMERCO's
financial position of operating results.
We are currently under IRS examination for the years 1996-1997. The
IRS has proposed adjustments to our 1997 and 1996 tax returns in the amount of
$233.1 million and $99.0 million, respectively. Nearly all of the adjustments
15
relate to denials of deductions that we took for costs incurred in resolution of
prior litigation with certain members of the Shoen family and their
corporations. We believe these income tax deductions are appropriate and we are
vigorously contesting the IRS adjustments. We estimate that if we are
unsuccessful in our challenge in all respects, based on our March 31, 2002 tax
position, we could incur tax exposure totaling approximately $90.0 million plus
interest.
16
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
4. NEW ACCOUNTING STANDARDS
In July 2002, the Financial Accounting Standards Board ("FASB")
issued Statements of Financial Accounting Standards No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible Assets.
SFAS 141 supercedes Accounting Principles Board Opinion No. 16 (APB
16), Business Combinations. The most significant changes made by SFAS 141 are:
(1) requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill, and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized).
SFAS 142 supercedes APB 17, Intangible Assets. SFAS 142 primarily
addresses the accounting for goodwill and intangible assets subsequent to their
acquisition (i.e., the post-acquisition accounting). The provisions of SFAS 142
will be effective for fiscal years beginning after December 15, 2002. The most
significant changes made by SFAS 142 are: (1) goodwill and indefinite lived
intangible assets will no longer be amortized, (2) goodwill will be tested for
impairment at least annually at the reporting unit level, (3) intangible assets
deemed to have an indefinite life will be tested for impairment at least
annually, and (4) the amortization period of intangible assets with finite lives
will no longer be limited to forty years.
Implementation of SFAS Nos. 141 and 142 did not affect the
consolidated financial position or results of operations.
Statement of Financial Accounting Standards No. 143, "Accounting for
Asset Retirement Obligations", requires recognition of the fair value of
liabilities associated with the retirement of long-lived assets when a legal
obligation to incur such costs arises as a result of the acquisition,
construction, development and/or the normal operation of a long-lived asset.
Upon recognition of the liability, a corresponding asset is recorded at present
value and accreted over the life of the asset and depreciated over the remaining
life of the long-lived asset. SFAS 143 defines a legal obligation as one that a
party is required to settle as a result of an existing or enacted law, statute,
ordinance, or written or oral contract or by legal construction of a contract
under the doctrine of promissory estoppel. SFAS 143 is effective for fiscal
years beginning after June 15, 2002.
In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 requires that those
long-lived assets be measured at the lower of carrying amount or fair value less
cost to sell, whether reported in continuing operations or in discontinued
operations. Therefore, discontinued operations will no longer be measured at net
realizable value or include amounts for operating losses that have not yet
occurred. SFAS 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001 and, generally, are to be applied
prospectively. We have adopted this statement effective April 1, 2002 and it did
not affect our consolidated financial position or results of operations.
In April 2002, the FASB issued SFAS No. 145, Rescission of No. 4,
(Reporting Gains and Losses from Extinguishment of Debt), No. 44 (Accounting for
Intangible Assets of Motor Carriers), No. 64, (Extinguishments of Debt Made to
Satisfy Sinking-Fund Requirements), Amendment of FASB Statement No. 13
(Accounting for Leases) and Technical Corrections. This statement eliminates the
current requirement that gains and losses on debt extinguishement must be
classified as extraordinary items in the income statement. Instead, such gains
and losses will be classified as extraordinary items only if they are deemed to
be unusual and infrequent, in accordance with the current GAAP criteria for
extraordinary classification. In addition, SFAS 145 eliminates an inconsistency
in lease accounting by
17
requiring that modification of capital leases that result in reclassification as
operating leases be accounted for consistent with sale-leaseback accounting
rules. The statement also contains other nonsubstantive corrections to
authoritative accounting literature. The changes related to debt extinguishment
will be effective for fiscal years beginning after May 15, 2002, and the changes
related to lease accounting will be effective for transactions occurring after
May 15, 2002. Management recognizes the need to reclassify debt extinguishments
previously reported as extraordinary.
18
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
In June 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, (SFAS 146) "Accounting for Costs Associated with Exit or
Disposal Activities", which addresses accounting for restructuring and similar
costs. SFAS 146 supersedes previous accounting guidance, principally Emerging
Issues Task Force (EITF) Issue No. 94-3. SFAS 146 requires that the liability
for costs associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF No. 94-3, a liability for an exit cost was
recognized at the date of a company's commitment to an exit plan. SFAS 146 also
establishes that the liability should initially be measured and recorded at fair
value. Accordingly, SFAS 146 may affect the timing of recognizing future
restructuring costs as well as the amount recognized. The provisions of this
Statement are effective for exit or disposal activities that are initiated after
December 31, 2002. The Company intends to adopt the Statement at that time.
19
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
5. CONSOLIDATING INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA
AMERCO has four industry segments represented by moving and storage
operations (AMERCO and U-Haul), real estate (Real Estate), property and casualty
insurance (RepWest), and life insurance (Oxford). SAC Holdings consist of one
moving and storage industry segment.
Consolidating balance sheets by industry segment are as follows:
Total
U-Haul Moving
and Storage
AMERCO U-Haul Operations Real Estate
----------- ----------- ----------- -----------
SEPTEMBER 30, 2002
ASSETS
Cash and cash equivalents $ 10,422 19,477 29,899 510
Receivables 16 33,171 33,187 4,336
Inventories, net -- 65,491 65,491 4
Prepaid expenses 93 42,282 42,375 11
Investments, fixed maturities -- -- -- --
Investments, other 10,000 259,675 269,675 94,658
Other assets 1,953,504 (28,972) 1,924,532 8,975
----------- ----------- ----------- -----------
1,974,035 391,124 2,365,159 108,494
Property, plant and equipment, at cost:
Buildings and improvements -- 127,446 127,446 588,900
SACH buildings and improvements -- -- -- --
Rental trucks -- 1,119,666 1,119,666 --
Other property, plant and equipment 396 465,976 466,372 157,816
SACH other property, plant and equipment -- -- -- --
----------- ----------- ----------- -----------
396 1,713,088 1,713,484 746,716
Less accumulated depreciation (308) (957,979) (958,287) (250,679)
----------- ----------- ----------- -----------
Total property, plant and equipment 88 755,109 755,197 496,037
TOTAL ASSETS $ 1,974,123 1,146,233 3,120,356 604,531
=========== =========== =========== ===========
Property and
Casualty AMERCO
Insurance Life Insurance Eliminations Consolidated
----------- ----------- ----------- -----------
SEPTEMBER 30, 2002
ASSETS
Cash and cash equivalents 5,789 6,247 -- 42,445
Receivables 233,827 33,162 -- 304,512
Inventories, net -- -- -- 65,495
Prepaid expenses -- -- -- 42,386
Investments, fixed maturities 313,096 581,199 -- 894,295
Investments, other 88,243 210,850 (65,411) 598,015
Other assets 145,907 81,884 (2,040,970) 120,328
----------- ----------- ----------- -----------
786,862 913,342 (2,106,381) 2,067,476
Property, plant and equipment, at cost:
Buildings and improvements -- -- -- 716,346
SACH buildings and improvements -- -- -- --
Rental trucks -- -- -- 1,119,666
Other property, plant and equipment -- -- -- 624,188
SACH other property, plant and equipment -- -- -- --
----------- ----------- ----------- -----------
-- -- -- 2,460,200
Less accumulated depreciation -- -- -- (1,208,966)
----------- ----------- ----------- -----------
Total property, plant and equipment -- -- -- 1,251,234
TOTAL ASSETS 786,862 913,342 (2,106,381) 3,318,710
=========== =========== =========== ===========
SACH Moving
and Storage Total
Operations Eliminations Consolidated
----------- ----------- -----------
SEPTEMBER 30, 2002
ASSETS
Cash and cash equivalents 10 -- 42,455
Receivables (480) (19,520) 284,512
Inventories, net 4,192 -- 69,687
Prepaid expenses 1,530 -- 43,916
Investments, fixed maturities -- -- 894,295
Investments, other 17,391 (376,119) 239,287
Other assets 30,380 -- 150,708
----------- ----------- -----------
53,023 (395,639) 1,724,860
Property, plant and equipment, at cost:
Buildings and improvements -- -- 716,346
SACH buildings and improvements 723,834 (255,030) 468,804
Rental trucks -- -- 1,119,666
Other property, plant and equipment -- -- 624,188
SACH other property, plant and equipment 266,778 -- 266,778
----------- ----------- -----------
990,612 (255,030) 3,195,782
Less accumulated depreciation (46,915) (1,132) (1,257,013)
----------- ----------- -----------
Total property, plant and equipment 943,697 (256,162) 1,938,769
TOTAL ASSETS 996,720 (651,801) 3,663,629
=========== =========== ===========
20
Total
U-Haul Moving
and Storage
AMERCO U-Haul Operations Real Estate
----------- ----------- ----------- -----------
SEPTEMBER 30, 2002
LIABILITIES
AMERCO's notes and loans payable $ 933,026 14,790 947,816 193
SAC Holdings notes and loans payable -- -- -- --
Policy benefits and losses, claims and loss
expenses payable -- -- -- --
Liabilities from premium deposits -- -- -- --
Other liabilities 301,019 494,370 795,389 393,546
----------- ----------- ----------- -----------
Total liabilities 1,234,045 509,160 1,743,205 393,739
Minority Interest -- -- -- --
STOCKHOLDERS' EQUITY
Serial preferred stock -
Series A preferred stock -- -- -- --
Series B preferred stock -- -- -- --
Serial common stock -
Series A common stock 1,441 -- 1,441 --
Common stock 9,122 540 9,662 1
Additional paid-in-capital 405,794 130,465 536,259 147,481
Accumulated other comprehensive loss (53,082) (43,185) (96,267) --
Retained earnings 794,961 563,131 1,358,092 63,310
Cost of common shares in treasury (418,178) -- (418,178) --
Unearned ESOP shares 20 (13,878) (13,858) --
----------- ----------- ----------- -----------
Total stockholders' equity 740,078 637,073 1,377,151 210,792
----------- ----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,974,123 1,146,233 3,120,356 604,531
=========== =========== =========== ===========
Property and
Casualty AMERCO
Insurance Life Insurance Eliminations Consolidated
----------- ----------- ----------- -----------
SEPTEMBER 30, 2002
LIABILITIES
AMERCO's notes and loans payable -- -- (39,500) 908,509
SAC Holdings notes and loans payable -- -- -- --
Policy benefits and losses, claims and loss
expenses payable 524,889 178,415 -- 703,304
Liabilities from premium deposits -- 610,248 -- 610,248
Other liabilities 52,081 11,601 (879,691) 372,926
----------- ----------- ----------- -----------
Total liabilities 576,970 800,264 (919,191) 2,594,987
Minority Interest -- -- -- --
STOCKHOLDERS' EQUITY
Serial preferred stock -
Series A preferred stock -- -- -- --
Series B preferred stock -- -- -- --
Serial common stock -
Series A common stock -- -- -- 1,441
Common stock 3,300 2,500 (6,341) 9,122
Additional paid-in-capital 67,175 15,168 (360,289) 405,794
Accumulated other comprehensive loss 6,744 (9,483) 45,924 (53,082)
Retained earnings 132,673 104,893 (866,484) 792,484
Cost of common shares in treasury -- -- -- (418,178)
Unearned ESOP shares -- -- -- (13,858)
----------- ----------- ----------- -----------
Total stockholders' equity 209,892 113,078 (1,187,190) 723,723
----------- ----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 786,862 913,342 (2,106,381) 3,318,710
=========== =========== =========== ===========
SACH Moving
and Storage Total
Operations Eliminations Consolidated
----------- ----------- -----------
SEPTEMBER 30, 2002
LIABILITIES
AMERCO's notes and loans payable -- -- 908,509
SAC Holdings notes and loans payable 967,055 (387,652) 579,403
Policy benefits and losses, claims and loss
expenses payable -- -- 703,304
Liabilities from premium deposits -- -- 610,248
Other liabilities 44,686 (122,580) 295,032
----------- ----------- -----------
Total liabilities 1,011,741 (510,232) 3,096,496
Minority Interest 8,961 (8,961) --
STOCKHOLDERS' EQUITY
Serial preferred stock -
Series A preferred stock -- -- --
Series B preferred stock -- -- --
Serial common stock -
Series A common stock -- -- 1,441
Common stock -- -- 9,122
Additional paid-in-capital 28,282 (167,495) 265,881
Accumulated other comprehensive loss (14,751) 14,751 (53,082)
Retained earnings (46,474) 46,474 792,484
Cost of common shares in treasury -- (17,377) (435,555)
Unearned ESOP shares -- -- (13,858)
----------- ----------- -----------
Total stockholders' equity (32,943) (123,647) 567,133
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 987,759 (642,840) 3,663,629
=========== =========== ===========
21
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
5. CONSOLIDATING INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, CONTINUED
Consolidating balance sheets by industry segment are as follows:, continued
Total Property
U-Haul Moving and
and Storage Real Casualty Life
AMERCO U-Haul Operations Estate Insurance Insurance Eliminations
------ ------ ---------- ------ --------- --------- ------------
MARCH 31, 2002
ASSETS
Cash and cash equivalents $ 71 29,823 29,894 576 5,912 11,259 --
Receivables 7 17,970 17,977 5,020 230,228 26,689 --
Inventories, net -- 72,323 72,323 4 -- -- --
Prepaid expenses 112 44,461 44,573 11 -- -- --
Investments, fixed maturities -- -- -- -- 362,569 632,306 --
Investments, other 10,000 264,984 274,984 95,245 95,918 172,281 (24,855)
Other assets 2,017,383 31,993 2,049,376 4,401 125,193 76,176 (2,089,307)
----------- -------- ---------- ------- ------- ------- ---------
2,027,573 461,554 2,489,127 105,257 819,820 918,711 (2,114,162)
Property, plant and equipment,
at cost:
Buildings and improvements -- 124,059 124,059 579,782 -- -- --
SACH buildings and
improvements -- -- -- -- -- -- (1)
Rental trucks -- 1,071,604 1,071,604 -- -- -- --
Other property, plant and
equipment 395 465,215 465,610 160,781 -- -- --
SACH other property, plant
and equipment -- -- -- -- -- -- --
----------- --------- --------- ------- ------- ------- ----------
395 1,660,878 1,661,273 740,563 -- -- (1)
Less accumulated depreciation (299) (923,685) (923,984) (248,525) -- -- --
----------- --------- --------- ------- ------- ------- ----------
Total property, plant and
equipment 96 737,193 737,289 492,038 -- -- (1)
TOTAL ASSETS $ 2,027,669 1,198,747 3,226,416 597,295 819,820 918,711 (2,114,163)
=========== ========= ========= ======= ======= ======= ==========
SACH Moving
AMERCO and Storage Total
Consolidated Operations Eliminations Consolidated
------------ ---------- ------------ ------------
MARCH 31, 2002
ASSETS
Cash and cash equivalents 47,641 10 -- 47,651
Receivables 279,914 -- -- 279,914
Inventories, net 72,327 4,192 -- 76,519
Prepaid expenses 44,584 -- (13,515) 31,069
Investments, fixed maturities 994,575 -- -- 994,875
Investments, other 613,573 30,090 (393,205) 250,458
Other assets 165,839 25,694 (13,467) 178,066
---------- ------- ---------- ----------
2,218,753 59,986 (420,187) 1,858,552
Property, plant and equipment,
at cost:
Buildings and improvements 703,841 -- -- 703,841
SACH buildings and
improvements (1) 713,108 (255,030) 458,077
Rental trucks 1,071,604 -- -- 1,071,604
Other property, plant and
equipment 626,391 -- -- 626,391
SACH other property, plant
and equipment -- 266,172 -- 266,172
--------- --------- -------- ---------
2,401,835 979,280 (255,030) 3,126,085
Less accumulated depreciation (1,172,509) (37,541) (1,132) (1,211,182)
--------- --------- -------- ---------
Total property, plant and
equipment 1,229,326 941,739 (256,162) 1,914,903
TOTAL ASSETS 3,448,079 1,001,725 (676,349) 3,773,455
========= ========= ======== =========
22
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
5. CONSOLIDATING INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA,
CONTINUED
Consolidating balance sheets by industry segment are as follows:, continued
Total Property
U-Haul Moving and
and Storage Real Casualty Life
AMERCO U-Haul Operations Estate Insurance Insurance Eliminations
------ ------ ---------- ------ --------- --------- ------------
MARCH 31, 2002
LIABILITIES
AMERCO's notes and loans payable $ 1,030,805 14,793 1,045,598 204 -- -- --
SAC Holdings notes and loans
payable -- -- -- -- -- -- --
Policy benefits and losses,
claims and loss expenses payable -- -- -- -- 551,592 177,751 --
Liabilities from premium deposits -- -- -- -- -- 572,793 --
Other liabilities 310,464 608,236 918,700 398,656 54,203 39,360 (979,999)
----------- ---------- ---------- ------- ------- ------- ----------
Total liabilities 1,341,269 623,029 1,964,298 398,860 605,795 789,904 (979,999)
Minority Interest -- -- -- -- -- -- --
STOCKHOLDERS' EQUITY
Serial preferred stock -
Series A preferred stock -- -- -- -- -- -- --
Series B preferred stock -- -- -- -- -- -- --
Serial common stock -
Series A common stock 1,441 -- 1,441 -- -- -- --
Common stock 9,122 540 9,662 1 3,300 2,500 (6,341)
Additional paid-in-capital 405,794 130,465 536,259 147,347 71,508 15,174 (364,494)
Accumulated other comprehensive
loss (32,384) (39,804) (72,188) -- 4,967 4,947 29,890
Retained earnings 719,178 498,689 1,217,867 51,087 134,250 106,186 (793,219)
Cost of common shares in treasury (416,771) -- (416,771) -- -- -- --
Unearned ESOP shares 20 (14,172) (14,152) -- -- -- --
----------- ---------- ---------- ------- ------- ------- ----------
Total stockholders' equity 686,400 575,718 1,262,118 198,435 214,025 128,807 (1,134,164)
----------- ---------- ---------- ------- ------- ------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,027,669 1,198,747 3,226,416 597,295 819,820 918,711 (2,114,163)
=========== ========== ========== ======= ======= ======= ==========
SACH Moving
AMERCO and Storage Total
Consolidated Operations Eliminations Consolidated
------------ ---------- ------------ ------------
MARCH 31, 2002
LIABILITIES
AMERCO's notes and loans payable 1,045,802 -- -- 1,045,802
SAC Holdings notes and loans
payable -- 957,378 (399,617) 557,761
Policy benefits and losses,
claims and loss expenses payable 729,343 -- -- 729,343
Liabilities from premium deposits 572,793 -- -- 572,793
Other liabilities 430,920 54,953 (117,223) 368,650
---------- ---------- -------- ----------
Total liabilities 2,778,858 1,012,331 (516,841) 3,274,349
Minority Interest -- 8,913 (8,913) --
STOCKHOLDERS' EQUITY
Serial preferred stock -
Series A preferred stock -- -- -- --
Series B preferred stock -- -- -- --
Serial common stock -
Series A common stock 1,441 -- -- 1,441
Common stock 9,122 -- -- 9,122
Additional paid-in-capital 405,794 28,281 (166,363) 267,712
Accumulated other comprehensive
loss (32,384) (2,385) 2,385 (32,384)
Retained earnings 716,171 (45,415) 45,858 716,614
Cost of common shares in treasury (416,771) -- (32,476) (449,247)
Unearned ESOP shares (14,152) -- -- (14,152)
---------- ---------- -------- ----------
Total stockholders' equity 669,221 (19,519) (150,596) 499,106
---------- ---------- -------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 3,448,079 1,001,725 (676,349) 3,773,455
========== ========== ======== ==========
23
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
5. CONSOLIDATING INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA,
CONTINUED
Consolidating income statements by industry segment are as follows:, continued
Total
U-Haul Property
Moving and and
Storage Real Casualty Life
AMERCO U-Haul Operations Estate Insurance Insurance Eliminations
------ ------ ---------- ------ --------- --------- ------------
SIX MONTHS ENDED
SEPTEMBER 30, 2002
Revenues
Rental revenue $ -- 711,494 711,494 29,709 -- -- (30,345)
Net sales -- 102,673 102,673 35 -- -- --
Premiums -- -- -- -- 86,319 80,693 (3,996)
Net investment and interest
income 10,214 15,963 26,177 4,984 15,257 7,773 (11,644)
-------- ------- ------- ------- -------- ------- -------
Total revenues 10,214 830,130 840,344 34,728 101,576 88,466 (45,985)
Costs and expenses
Operating expenses 5,134 503,428 508,562 (1,884) 12,647 19,849 (36,786)
Cost of sales -- 53,065 53,065 16 -- --
Benefits and losses -- -- -- -- 79,945 60,488 --
Amortization of deferred
policy acquisition costs -- -- -- -- 11,521 10,121 --
Lease expense 463 80,037 80,500 4,732 -- -- --
Depreciation, net 8 50,843 50,851 4,263 -- -- --
-------- ------- ------- ------- -------- ------- -------
Total costs and expenses 5,605 687,373 692,978 7,127 104,113 90,458 (36,786)
-------- ------- ------- ------- -------- ------- -------
Earnings from operations 4,609 142,757 147,366 27,601 (2,537) (1,992) (9,199)
Interest expense 26,409 6,125 32,534 8,797 -- -- (9,199)
-------- ------- ------- ------- -------- ------- -------
Pretax earnings (21,800) 136,632 114,832 18,804 (2,537) (1,992) --
Income tax expense 30,960 47,964 78,924 6,581 (960) (699) (38,590)
-------- ------- ------- ------- -------- ------- -------
Net earnings (52,760) 88,668 35,908 12,223 (1,577) (1,293) 38,590
======== ======= ======= ======= ======== ======= =======
Less: preferred stock dividends 6,482 -- 6,482 -- -- -- --
-------- ------- ------- ------- -------- ------- -------
Earnings available to common
shareholders $(59,242) 88,668 29,426 12,223 (1,577) (1,293) 38,590
======== ======= ======= ======= ======== ======= =======
SACH
Moving
and
AMERCO Storage Total
Consolidated Operations Eliminations Consolidated
------------ ---------- ------------ ------------
SIX MONTHS ENDED
SEPTEMBER 30, 2002
Revenues
Rental revenue 710,858 84,391 (6,345) $ 788,904
Net sales 102,708 27,927 -- 130,635
Premiums 163,016 -- -- 163,016
Net investment and interest
income 42,547 -- (17,191) 25,356
--------- -------- ------- ----------
Total revenues 1,019,129 112,318 (23,536) 1,107,911
Costs and expenses
Operating expenses 502,388 50,224 (6,345) 546,267
Cost of sales 53,081 12,441 -- 65,522
Benefits and losses 140,433 -- -- 140,433
Amortization of deferred
policy acquisition costs 21,642 -- -- 21,642
Lease expense 85,232 -- 2,823 88,055
Depreciation, net 55,114 9,790 -- 64,904
--------- -------- ------- ----------
Total costs and expenses 857,890 72,455 (3,522) 926,823
--------- -------- ------- ----------
Earnings from operations 161,239 39,863 (20,014) 181,088
Interest expense 32,132 40,068 (17,313) 54,887
--------- -------- ------- ----------
Pretax earnings 129,107 (205) (2,701) 126,201
Income tax expense 45,256 851 (999) 45,108
--------- -------- ------- ----------
Net earnings 83,851 (1,056) (1,702) 81,093
========= ======== ======= ==========
Less: preferred stock dividends 6,482 -- -- 6,482
--------- -------- ------- ----------
Earnings available to common
shareholders 77,369 (1,056) (1,702) $ 74,611
========= ======== ======= ==========
24
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
5. CONSOLIDATING INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA,
CONTINUED
Consolidating income statements by industry segment are as follows:, continued
Total
U-Haul
Moving Property
and and
Storage Real Casualty Life
AMERCO U-Haul Operations Estate Insurance Insurance Eliminations
------ ------ ---------- ------ --------- --------- ------------
SIX MONTHS ENDED
SEPTEMBER 30, 2001
Revenues
Rental revenue $ -- 702,443 702,443 34,855 -- -- (36,317)
Net sales -- 118,243 118,243 29 -- -- --
Premiums -- -- -- -- 128,265 77,538 (2,923)
Net investment and interest --
income 60,999 12,659 73,658 4,800 15,865 13,184 (61,358)
-------- ------- ------- ------- -------- ------ --------
Total revenues 60,999 833,345 894,344 39,684 144,130 90,722 (100,598)
Costs and expenses
Operating expenses 2,870 518,135 521,005 (3,241) 28,763 19,436 (32,420)
Cost of sales -- 65,150 65,150 16 -- 58
Benefits and losses -- -- -- -- 122,638 58,135 --
Amortization of deferred
policy acquisition costs -- -- -- -- 11,641 9,292 --
Lease expense 385 83,325 83,710 6,515 -- -- 4,338
Depreciation, net (509) 47,363 46,854 (6,023) -- -- 24
-------- ------- ------- ------- -------- ------ --------
Total costs and expenses 2,746 713,973 716,719 (2,733) 163,042 86,863 (28,000)
-------- ------- ------- ------- -------- ------ --------
Earnings from operations 58,253 119,372 177,625 42,417 (18,912) 3,859 (72,598)
Interest expense 74,550 7,130 81,680 19,724 -- -- (61,008)
-------- ------- ------- ------- -------- ------ --------
Pretax earnings (16,297) 112,242 95,945 22,693 (18,912) 3,859 (11,590)
Income tax expense 32,886 40,112 72,998 7,943 (6,687) 1,232 (38,590)
-------- ------- ------- ------- -------- ------ --------
Net earnings (49,183) 72,130 22,947 14,750 (12,225) 2,627 27,000
======== ======= ======= ======= ======== ====== ========
Less: preferred stock dividends 6,482 -- 6,482 -- -- -- --
-------- ------- ------- ------- -------- ------ --------
Earnings available to common
shareholders $(55,665) 72,130 16,465 14,750 (12,225) 2,627 27,000
======== ======= ======= ======= ======== ====== ========
SACH Moving
AMERCO and Storage Total
Consolidated Operations Eliminations Consolidated
------------ ---------- ------------ ------------
SIX MONTHS ENDED
SEPTEMBER 30, 2001
Revenues
Rental revenue 700,981 53,007 (7,081) $ 746,907
Net sales 118,272 12,320 -- 130,592
Premiums 202,880 -- -- 202,880
Net investment and interest
income 46,149 -- (14,667) 31,482
--------- ------- ------- ----------
Total revenues 1,068,282 65,327 (21,748) 1,111,861
Costs and expenses
Operating expenses 533,543 29,046 (3,942) 558,647
Cost of sales 65,224 5,947 -- 71,171
Benefits and losses 180,773 -- -- 180,773
Amortization of deferred
policy acquisition costs 20,933 -- -- 20,933
Lease expense 94,563 389 (3,739) 91,213
Depreciation, net 40,855 5,013 (161) 45,707
--------- ------- ------- ----------
Total costs and expenses 935,891 40,395 (7,842) 968,444
--------- ------- ------- ----------
Earnings from operations 132,391 24,932 (13,906) 143,417
Interest expense 40,396 27,283 (15,162) 52,517
--------- ------- ------- ----------
Pretax earnings 91,995 (2,351) 1,256 90,900
Income tax expense 36,896 111 (2,746) 34,261
--------- ------- ------- ----------
Net earnings 55,099 (2,462) 4,002 56,639
========= ======= ======= ==========
Less: preferred stock dividends 6,482 -- -- 6,482
--------- ------- ------- ----------
Earnings available to common
shareholders 48,617 (2,462) 4,002 $ 50,157
========= ======= ======= ==========
25
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
5. CONSOLIDATING INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, CONTINUED
Consolidating cash flow statements by industry segment are as follows:
Total
U-Haul Property
and Moving and
Storage Real Casualty Life
AMERCO U-Haul Operations Estate Insurance Insurance Eliminations
------ ------ ---------- ------ --------- --------- ------------
SIX MONTHS ENDED
SEPTEMBER 30, 2002
Net cash flows provided by (used
in) operating activities $ 121,336 60,605 181,941 8,167 (49,897) (28,734) (2,759)
Cash flows from investing activities:
Purchases of investments:
Property, plant and
equipment -- (111,445) (111,445) (11,473) -- -- --
Fixed maturities -- -- -- -- -- (134,993) --
Real estate -- -- -- -- (7,632) (21,759) --
Mortgage loans -- -- -- -- -- (22,000) 22,000
Proceeds from sale of investments:
Property, plant and
equipment -- 42,685 42,685 3,345 -- -- --
Fixed maturities -- -- -- -- 45,073 157,182 --
Mortgage loans -- -- -- -- 561 9,889 --
Other investments -- 5,308 5,308 587 11,772 (2,417) 20,259
Net cash provided by (used in)
investing activities -- (63,452) (63,452) (7,541) 49,774 (14,098) 42,259
Cash flows from financing activities:
Net change in short-term
borrowings 5,000 -- 5,000 -- -- -- (17,500)
Principal repayments (150,000) (3) (150,003) (11) -- -- --
Investment contract deposits -- -- -- -- -- 89,083 --
Investment contract
withdrawals -- -- -- -- -- (51,262) --
Other financing activities 34,015 (7,498) 26,517 (680) -- -- (22,000)
Net cash provided by (used in)
financing activities (110,985) (7,501) (118,486) (691) -- 37,821 (39,500)
Increase (decrease) in cash and
cash equivalents 10,351 (10,348) 3 (65) (123) (5,011) --
Cash and cash equivalents at the
beginning of period 71 29,824 29,895 576 5,912 11,258 --
Cash and cash equivalents at the
end of period $ 10,422 19,476 29,898 511 5,789 6,247 --
SACH
Moving and
AMERCO Storage Total
Consolidated Operations Eliminations Consolidated
------------ ---------- ------------ ------------
SIX MONTHS ENDED
SEPTEMBER 30, 2002
Net cash flows provided by (used
in) operating activities 108,718 -- -- 108,718
Cash flows from investing activities:
Purchases of investments:
Property, plant and
equipment (122,918) -- -- (122,918)
Fixed maturities (134,993) -- -- (134,993)
Real estate (29,391) -- -- (29,391)
Mortgage loans -- -- -- --
Proceeds from sale of investments:
Property, plant and
equipment 46,030 -- -- 46,030
Fixed maturities 202,255 -- -- 202,255
Mortgage loans 10,450 -- -- 10,450
Other investments 35,509 -- -- 35,509
Net cash provided by (used in)
investing activities 6,942 -- -- 6,942
Cash flows from financing activities:
Net change in short-term
borrowings (12,500) -- -- (12,500)
Principal repayments (150,014) -- -- (150,014)
Investment contract deposits 89,083 -- -- 89,083
Investment contract
withdrawals (51,262) -- -- (51,262)
Other financing activities 3,837 -- -- 3,837
Net cash provided by (used in)
financing activities (120,856) -- -- (120,856)
Increase (decrease) in cash and
cash equivalents (5,196) -- -- (5,196)
Cash and cash equivalents at the
beginning of period 47,641 10 -- 47,651
Cash and cash equivalents at the
end of period 42,445 10 -- 42,455
26
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
5. CONSOLIDATING INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, CONTINUED
Consolidating cash flow statements by industry segment are as follows,
continued:
Total
U-Haul Property
and Moving and
Storage Real Casualty Life
AMERCO U-Haul Operations Estate Insurance Insurance Eliminations
------ ------ ---------- ------ --------- --------- ------------
SIX MONTHS ENDED
SEPTEMBER 30, 2001
Net cash flows provided by (used
in) operating activities $ 72,975 41,090 114,065 (57,569) (21,391) 2,045 6,762
Cash flows from investing activities:
Purchases of investments:
Property, plant and
equipment (2) (108,283) (108,285) 17,020 -- -- (16,959)
Fixed maturities -- -- -- -- (4,692) (87,773) --
Real estate -- -- -- -- -- (36) --
Mortgage loans -- -- -- (561) -- -- --
Proceeds from sale of investments:
Property, plant and
equipment 669 36,751 37,420 16,469 -- -- 7,056
Fixed maturities -- -- -- -- 18,000 57,973 --
Mortgage loans -- 54 54 194 4 6,637 --
Other investments 220 10,612 10,832 23,956 11,727 (7,764) --
Net cash provided by (used in)
investing activities 887 (60,866) (59,979) 57,078 25,039 (30,963) (9,903)
Cash flows from financing activities:
Net change in short-term
borrowings (77,494) -- (77,494) -- -- -- --
Principal repayments 16,224 -- 16,224 (4) -- -- 10,641
Investment contract deposits -- -- -- -- -- 74,159 --
Investment contract
withdrawals -- -- -- -- -- (65,079) --
Other financing activities (12,642) 9,476 (3,166) -- -- -- --
Net cash provided by (used in)
financing activities (73,912) 9,476 (64,436) (4) -- 9,080 (10,641)
Increase (decrease) in cash and
cash equivalents (50) (10,300) (10,350) (495) 3,648 (19,838) 7,500
Cash and cash equivalents at the
beginning of period 114 21,814 21,928 988 3,063 26,799 --
Cash and cash equivalents at the
end of period $ 64 11,514 11,578 493 6,711 6,961 7,500
SACH
Moving and
AMERCO Storage Total
Consolidated Operations Eliminations Consolidated
------------ ---------- ------------ ------------
SIX MONTHS ENDED
SEPTEMBER 30, 2001
Net cash flows provided by (used
in) operating activities 43,912 -- -- 43,912
Cash flows from investing activities:
Purchases of investments:
Property, plant and
equipment (108,224) -- -- (108,224)
Fixed maturities (92,465) -- -- (92,465)
Real estate (36) -- -- (36)
Mortgage loans (561) -- -- (561)
Proceeds from sale of investments:
Property, plant and
equipment 60,945 -- -- 60,945
Fixed maturities 75,973 -- -- 75,973
Mortgage loans 6,889 -- -- 6,889
Other investments 38,751 -- -- 38,751
Net cash provided by (used in)
investing activities (18,728) -- -- (18,728)
Cash flows from financing activities:
Net change in short-term
borrowings (77,494) -- -- (77,494)
Principal repayments 26,861 -- -- 26,861
Investment contract deposits 74,159 -- -- 74,159
Investment contract
withdrawals (65,079) -- -- (65,079)
Other financing activities (3,166) -- -- (3,166)
Net cash provided by (used in)
financing activities (44,719) -- -- (44,719)
Increase (decrease) in cash and
cash equivalents (19,535) -- -- (19,535)
Cash and cash equivalents at the
beginning of period 52,778 10 -- 52,788
Cash and cash equivalents at the
end of period 33,243 10 -- 33,253
27
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED
SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
5. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, CONTINUED
Geographic Area Data - United States Canada Consolidated United States Canada Consolidated
--------------- ------ ------------ ------------- ------ ------------
(All amounts are in U.S. $'s) Six months ended Quarter ended
--------------------------------------------- -----------------------------------------------
(in thousands)
SEPTEMBER 30, 2002
Total revenues $ 1,078,943 $ 28,968 $ 1,107,911 $ 547,544 $ 15,010 $ 562,554
Depreciation/amortization 83,426 2,670 86,096 42,087 1,340 43,427
Interest expense 52,542 2,345 54,887 26,744 1,211 27,955
Pretax earnings 119,665 6,536 126,201 59,961 3,557 63,518
Income tax (45,108) -- (45,108) (22,964) -- (22,964)
Identifiable assets 3,614,557 49,072 3,663,629 3,614,557 49,072 3,663,629
September 30, 2001
Total revenues $ 1,084,162 27,699 1,111,861 556,572 14,635 571,207
Depreciation/amortization 81,024 2,134 83,158 23,377 924 24,301
Interest expense 50,423 2,094 52,517 25,883 1,125 27,008
Pretax earnings 83,915 6,985 90,900 54,205 3,948 58,153
Income tax (34,261) -- (34,261) (22,415) -- (22,415)
Identifiable assets 3,565,292 38,378 3,603,670 3,565,292 38,378 3,603,670
6. SUBSEQUENT EVENTS
On October 15, 2002 the Company failed to make a $100 million principal
payment and a $3.6 million interest payment due to the Series 1997-C Bond
Backed, Asset Trust. On that date, the Company also failed to pay $26.5 million
in the aggregate to Citibank and Bank of America in connection with the Series
1997-C bonds. This expense will be recognized in the third fiscal quarter.
As a result of the foregoing, the Company is in default with respect to
its other credit arrangements which contain cross-default provisions, including
its 3-Year Credit Agreement dated June 28, 2002 (the "Credit Agreement"). In
addition to the cross-default under the Credit Agreement, the Company is also in
default under that agreement as a result of its failure to obtain incremental
net cash proceeds and/or availability from additional financings in the
aggregate amount of at least $150.0 million prior to October 15, 2002. The total
amount of obligations currently in default (either directly or as a result of a
cross-default) is approximately $1,175.4 million.
On November 11, 2002, AMERCO announced that it will not be making the
dividend payment to the holders of its Series A 8 1/2% preferred stock due
December 1, 2002.
7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the quarter and six months ended September 30, 2002 and 2001, the
Company purchased $396,000 and $1.22 million, respectively of printing from Form
Builders, Inc. Mark V. Shoen, his daughter and Edward J. Shoen's sons are major
stockholders of Form Builders, Inc.
28
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. We
may make additional written or oral forward-looking statements from time to time
in filings with the Securities and Exchange Commission or otherwise. We believe
such forward-looking statements are within the meaning of the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
statements may include, but are not limited to, projections of revenues, income
or loss, estimates of capital expenditures, our plans and intentions regarding
the recapitalization of our balance sheet and the payment of dividends
arrearages, plans for future operations, products or services, financing needs
and plans, our perceptions of our legal positions and anticipated outcomes of
pending litigation against us, and liquidity as well as assumptions relating to
the foregoing. The words "believe", "expect", "anticipate", "estimate",
"project" and similar expressions identify forward-looking statements, which
speak only as of the date the statement was made. Forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot be predicted
or quantified. Future events and actual results could differ materially from
those set forth in, contemplated by or underlying the forward-looking
statements. Some of the important factors that could cause our actual results,
performance or financial condition to differ materially from our expectations
are: fluctuations in our costs to maintain and update our fleet and facilities;
our inability to refinance our debt; our ability to successfully recapitalize
our balance sheet and cure existing defaults of our debt agreements, our ability
to continue as a going concern, changes in government regulations, particularly
environmental regulations; our credit ratings; the availability of credit;
changes in demand for our products; changes in the general domestic economy; the
degree and nature of our competition; the resolution of pending litigation
against the company; changes in accounting standards; and other factors
described in this Quarterly Report on Form 10-Q or the other documents we file
with the Securities and Exchange Commission. The above factors, the following
disclosures, as well as other statements in this report and in the Notes to
Consolidated Financial Statements, could contribute to or cause such
differences, or could cause AMERCO's stock and note prices to fluctuate
dramatically.
GENERAL
Information on industry segments is incorporated by reference from --
Notes 1, 3 and 8 of "Notes to Condensed Consolidated Financial Statements". The
notes discuss the principles of consolidation, summarized consolidated financial
information and industry segment and geographical area data, respectively. In
consolidation, all intersegment premiums are eliminated and the benefits, losses
and expenses are retained by the insurance companies.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's discussion and analysis of financial condition and results of
operations are based upon the consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of our financial statements requires the use of
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, estimates are reevaluated, including those
related to areas that require a significant level of judgment or are otherwise
subject to an inherent degree of uncertainty. These areas include allowances for
doubtful accounts, revenue earning vehicles and buildings, self-insured
liabilities, income taxes and commitments and contingencies. Our estimates are
based on historical experience, observance of trends in particular areas,
information and/or valuations available from outside sources and on various
other assumptions that we believe to be reasonable under the circumstances and
which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual amounts
may differ from these estimates under different assumptions and conditions.
29
Accounting policies are considered critical when they are significant and
involve difficult, subjective or complex judgments or estimates. We considered
the following to be critical accounting policies:
Principles of consolidation -- The consolidated financial statements
include the accounts of AMERCO and its wholly-owned subsidiaries and SAC
Holdings and the wholly-owned subsidiaries. All material intercompany accounts
and transactions have been eliminated in consolidation. AMERCO does not have an
equity ownership interest in SAC Holdings or any of SAC Holdings' subsidiaries,
except for investments made by Repwest and Oxford in a SAC Holdings-controlled
limited partnership which holds Canadian self-storage properties. SAC Holdings
are not legal subsidiaries of AMERCO. AMERCO is not liable for the debts of SAC
Holding and there are no default provisions in AMERCO indebtedness that
cross-default to SAC Holding's obligations.
Revenue earning vehicles and buildings -- Depreciation is recognized in
amounts expected to result in the recovery of estimated residual values upon
disposal (i.e. no gains or losses). In determining the depreciation rate, we
review historical disposal experience and holding periods, and trends in the
market. Due to longer holding periods on trucks and the resulting increased
possibility of changes in the economic environment and market conditions, these
estimates are subject to a greater degree of risk.
Long-lived assets and intangible assets -- We review carrying value
whenever events or circumstances indicate the carrying values may not be
recoverable through projected undiscounted future cash flows. The events could
include significant underperformance relative to expected, historical or
projected future operating results, significant changes in the manner of using
the assets, overall business strategy, significant negative industry or economic
trends and non-compliance with significant debt agreements.
Investments -- In determining if and when a decline in market value below
amortized cost is other than temporary, we review quoted market prices, dealer
quotes or a discounted cash flow analysis. Permanent declines in value are
recognized in the current period operating results to the extent of the decline.
Insurance Revenue and Expense Recognition -- Premiums are recognized as
revenue as earned over the terms of the respective policies. Benefits and
expenses are matched with recognized premiums to result in recognition over the
life of the contracts. This match is accomplished by recording a provision for
future policy benefits and unpaid claims and claim adjustment expenses and by
amortizing deferred policy acquisition costs. Charges related to services to be
performed are deferred until earned. The amounts received in excess of premiums
and fees are included in other policyholder funds in the consolidated balance
sheets.
Unearned premiums represent the portion of premiums written which relates
to the unexpired term of policies. Liabilities for health and disability and
other policy claims and benefits payable represent estimates of payments to be
made on insurance claims for reported losses and estimates of losses incurred
but not yet reported. These estimates are based on past claims experience and
current claim trends as well as social and economic conditions such as changes
in legal theories and inflation. Due to the nature of underlying risks and the
high degree of uncertainty associated with the determination of the liability
for future policy benefits and claims, the amounts to be ultimately paid to
settle liabilities cannot be precisely determined and may vary significantly
from the estimated liability.
Acquisition costs related to insurance contracts have been deferred to
accomplish matching against future premium revenue. The costs are charged to
current earnings to the extent it is determined that future premiums are not
adequate to cover amounts deferred.
30
RESULTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2002 VERSUS SIX MONTHS ENDED SEPTEMBER 30, 2001
U-HAUL MOVING AND STORAGE OPERATIONS
Revenues consist of rental revenues and net sales. Total rental revenue
are $711.5 million and $702.4 million for the six months ended September 30,
2002 and 2001, respectively.
Net sales revenues were $102.6 million and $118.2 million for the six
months ended September 30, 2002 and 2001, respectively. The decrease reflects
the sale of stores to SAC Holdings.
Cost of sales are $53.1 million and $65.1 million for the six months ended
September 30, 2002 and 2001, respectively. The decrease is due to the sale of
stores to SAC Holdings.
Operating expenses before intercompany eliminations were $508.6 million
and $521.0 million for the six months ended September 30, 2002 and 2001,
respectively. Operating expenses declined due to the sale of stores to SAC
Holdings.
Lease expense was $80.5 million and $83.7 million for the six months ended
September 30, 2002 and 2001, respectively. This decrease reflects a decline in
the number of leased rental trucks.
Net depreciation expense was $50.8 million and $46.9 million for the six
months ended September 30, 2002 and 2001, respectively.
Operating profit before intercompany eliminations was $147.3 million and
$177.6 million for the six months ended September 30, 2002 and 2001,
respectively. The increase is due to improved operations.
SAC MOVING AND STORAGE OPERATIONS
Revenues consist of rental revenues and net sales. Total rental revenue is
$84.4 million and $53.0 million for the six months ended September 30, 2002 and
2001, respectively. Storage revenues increased $19.7 million due to increased
facility capacity through the acquisition of new locations from U-Haul and
increased storage rates. Sales increased $15 million due to the addition of
stores.
Net sales revenues were $27.9 million and $12.3 million for the six months
ended September 30, 2002 and 2001, respectively. This reflects the acquisition
of additional stores.
Cost of sales are $12.4 million and $5.9 million for the six months ended
September 30, 2002 and 2001, respectively.
Operating expenses before intercompany eliminations were $50.2 million and
$29.0 million for the six months ended September 30, 2002 and 2001,
respectively. The increase is due to more stores in operation.
Net depreciation expense was $9.8 million and $5.0 million for the six
months ended September 30, 2002 and 2001, respectively. The increase is due to
the addition of stores.
Operating profits were $39.9 million and $24.9 million for the six months
ended September 30, 2002 and 2001, respectively.
31
AMERCO'S REAL ESTATE OPERATIONS
Rental revenue before intercompany eliminations was $29.7 million and
$34.9 million for the six months ended September 30, 2002 and 2001,
respectively. Intercompany revenue was $28.3 and $33.6 million for the six
months ended September 30, 2002 and 2001, respectively.
Net investment and interest income was $5.0 million and $4.8 million for
the six months ended September 30, 2002 and 2001, respectively.
Lease expense was $4.7 million and $6.5 for the six months ended September
30, 2002 and 2001, respectively.
Net depreciation expense was $4.3 million and $(6.0) million for the six
month ended September 30, 2002 and 2001, respectively.
Gains on asset sales during fiscal year 2001 resulted in the negative
depreciation expense.
Operating profit before intercompany eliminations was $27.6 million and
$42.4 million for the six months ended September 30, 2002 and 2001,
respectively.
PROPERTY AND CASUALTY
RepWest's premiums were $86.3 million and $128.3 million for the six
months ended June 30, 2002 and 2001, respectively. General agency premiums were
$34.2 million and $62.8 million for the six months ended June 30, 2002 and 2001,
respectively. The decrease from 2001 to 2002 was the result of the elimination
of RepWest's direct Non-Standard Auto and Homeowners business, as well as
additional quota share reinsurance on transportation business. Assumed treaty
reinsurance premium was $20.4 million and $31.7 million for the six months ended
June 30,2002 and 2001, respectively. Rental industry premiums were $18.7 million
and $17.8 million for the six months ended June 30, 2002 and 2001, respectively.
Net investment income was $15.3 million and $15.9 million for the six
months ended June 30, 2002 and 2001, respectively. The decrease is attributable
to lower annual average invested assets.
Benefits and losses incurred were $79.9 million and $122.6 million for the
six months ended June 30, 2002 and 2001, respectively. This decrease is
attributable to lowered premium writings resulting in less exposure primarily in
the non-standard auto and home lines.
The amortization of deferred acquisition costs (DAC) was $11.5 million and
$11.6 million for the six months ended June 30, 2002 and 2001, respectively.
Operating expenses were $12.6 million and $28.8 million for the six months
ended June 30, 2002 and 2001, respectively. The decrease is a result of
decreased commissions on decreased premium writings as well as decreased general
and administrative expenses.
Operating loss before intercompany eliminations was $2.5 million and $18.9
million for the six months ended June 30, 2002 and 2001, respectively. The
decrease is the result of decreased expenses and the cancellation of multiple
unprofitable lines of business.
LIFE INSURANCE
Net premiums were $80.7 million and $77.5 million for the six months ended
June 30, 2002 and 2001, respectively. Oxford increased Medicare supplement
premiums by $5.1 million through direct writings and rate management activity.
Whole life sales increased $0.6 million from the same period in
32
2001. Credit insurance premiums decreased $1.7 million for the six months from
the previous year. Other business segments had premium decreases totaling $0.8
million. Oxford experienced a ratings decline that will result in a reduction in
annuity sales going forward.
Net investment income before intercompany eliminations decreased $5.4
million to $7.8 million due to realized losses on fixed maturities and write
downs of fixed maturities whose decline in value is deemed to be other than a
temporary decline in value.
Benefits incurred were $60.5 million and $58.1 million for the six months
ended June 30, 2002 and 2001, respectively. Medicare supplement incurred
benefits increased $3.1 million from a larger population. Credit life and
disability benefits increased $0.3 million due to increased frequency. Other
health segments had benefits decreases totaling $1.0 million.
Amortization of deferred acquisition costs (DAC) and the value of business
acquired (VOBA) was $10.1 million and $9.3 million for the six months ended June
30, 2002 and 2001, respectively. The increase is from the Medicare supplement
and annuity segments.
Operating expenses were $19.8 million and $19.4 million for the six months
ended June 30, 2002 and 2001, respectively. General and administrative expenses
net of fees collected increased $0.4 million.
Operating profit/(loss) before intercompany eliminations was $(2.0)
million and $3.9 million for the six months ended June 30, 2002 and 2001,
respectively.
QUARTER ENDED SEPTEMBER 30, 2002 VERSUS QUARTER ENDED SEPTEMBER 30, 2001
U-HAUL MOVING AND STORAGE OPERATIONS
Revenues consist of rental revenues and net sales. Total rental revenue
was $370.5 million and $365.8 million for the quarters ended September 30, 2002
and 2001, respectively. Storage revenues decreased $3.3 million due to sale of
stores to SAC Holdings. Improved pricing contributed to the increase.
Net sales revenues were $49.1 million and $55.8 million for the quarters
ended September 30, 2002 and 2001, respectively. The decline in sales is the
result of fewer stores operating during fiscal year 2002.
Cost of sales was $25.9 million and $31.3 million for the quarters ended
September 30, 2002 and 2001, respectively. The decrease is the result of a
reduction in the number of stores in operation.
Operating expenses before intercompany eliminations were $262.7 million
and $266.6 million for the quarters ended September 30, 2002 and 2001,
respectively.
Lease expense was $41.4 million and $40.7 million for the quarters ended
September 30, 2002 and 2001, respectively.
Net depreciation expense was $25.5 million and $20.3 million for the
quarters ended September 30, 2002 and 2001, respectively.
Operating profit before intercompany eliminations was $69.1 million and
$67.9 million for the quarters ended September 30, 2002 and 2001, respectively.
33
SAC MOVING AND STORAGE OPERATIONS
Revenues consist of rental revenues and net sales. Total rental revenue
was $33.6 million and $22.7 million for the quarters ended September 30, 2002
and 2001, respectively. Storage revenues increased $11.0 million due to
increased facility capacity through the acquisition of locations and increased
storage rates.
Net sales revenues were $13.4 million and $5.9 million for the quarters
ended September 30, 2002 and 2001, respectively. The increase is due to the
increase in the number of stores in operation.
Cost of sales was $6.4 million and $3.3 million for the quarters ended
September 30, 2002 and 2001, respectively. The increase is attributable to the
increased sales volume.
Net depreciation expense was $5.2 million and $2.1 million for the
quarters ended September 30, 2002 and 2001, respectively. Depreciation expense
has increased as a result of the addition of storage properties.
Operating profit/(loss) was $144,000 and ($1.6 million) for the quarters
ended September 30, 2002 and 2001, respectively.
AMERCO'S REAL ESTATE OPERATIONS
Rental revenue before intercompany eliminations was $16.6 million and
$19.9 million for the quarters ended September 30, 2002 and 2001, respectively.
Intercompany revenue was $13.7 and $16.4 million for the quarters ended
September 30, 2002 and 2001, respectively.
Net investment and interest income was $2.2 million and $2.9 million for
the quarters ended September 30, 2002 and 2001, respectively. This decrease
correlates to a reduction in Real Estate's average note and mortgage receivables
balance outstanding.
Lease expense was $2.7 million and $3.0 million for the quarters ended
September 30, 2002 and 2001, respectively.
Net depreciation expense was $2.1 million and $2.8 million for the
quarters ended September 30, 2002 and 2001, respectively. The decrease from 2001
to 2002 reflected a loss on the disposition of assets for 2001 of $0.6 million.
Operating profit before intercompany eliminations was $9.4 million and
$30.6 million for the quarters ended September 30, 2002 and 2001, respectively.
PROPERTY AND CASUALTY
RepWest's premiums were $39.7 million and $66.1 million for the quarters
ended June 30, 2002 and 2001, respectively. General agency premiums were $14.0
million and $33.2 million for the quarters ended June 30, 2002 and 2001,
respectively. The decrease from 2001 to 2002 was the result of the cancellation
of RepWest's direct Non-Standard Auto and Homeowners business, as well as
additional quota share reinsurance on transportation business. Assumed treaty
reinsurance premium was $11.1 millions and $15.9 million for the quarters ended
June 30, 2002 and 2001, respectively. Rental industry premiums were $9.5 million
and $9.3 million for the quarters ended June 30, 2002 and 2001, respectively.
Net investment income was $7.7 million and $7.4 million for the quarters
ended June 30, 2002 and 2001, respectively.
34
Benefits and losses incurred were $34.3 million and $62.4 million for the
quarters ended June 30, 2002 and 2001, respectively. This decrease is
attributable to lowered premium writings resulting in less exposure primarily in
the non-standard auto and home lines.
The amortization of deferred acquisition costs (DAC) was $6.2 million and
$6.6 million for the quarters ended June 30, 2002 and 2001, respectively.
Operating expenses were $6.6 million and $17.9 million for the quarters
ended June 30, 2002 and 2001, respectively. The decrease is a result of
decreased commissions on decreased premium writings as well as decreased general
and administrative expenses.
Operating profit / (loss) before intercompany elimination was $0.3 million
and $(13.3) million for the quarters ended June 30, 2002 and 2001, respectively.
The increase is the result of decreased benefits and losses resulting from the
cancellation of unprofitable lines of business, and decreases in general and
administrative expense.
LIFE INSURANCE
Net premiums were $41.0 million and $37.9 million for the quarters ended
June 30, 2002 and 2001, respectively. Oxford increased Medicare supplement
premiums by $4.0 million through direct writings and rate management activity.
Credit insurance premiums decreased $0.4 million for the quarter from the
previous year. Other business segments had premium decreases totaling $0.5
million. Oxford experienced a ratings decline that will result in a reduction in
annuity sales going forward.
Net investment income before intercompany eliminations decreased to $2.4
million from $7.0 million primarily due to the write-downs of bonds in the
investment portfolio whose decline in value is deemed to be other than a
temporary decline in value.
Benefits incurred were $29.7 million and $27.0 million for the quarters
ended June 30, 2002 and 2001, respectively. Medicare supplement incurred
benefits increased $2.9 million from a larger population. Credit life and
disability benefits increased $0.7 million due to increased frequency. Other
business segments had benefits decreases totaling $0.9 million.
Amortization of deferred acquisition costs (DAC) and the value of business
acquired (VOBA) was $5.1 million and $4.5 million for the quarters ended June
30, 2002 and 2001, respectively. The increase is from the Medicare supplement
and annuity segments.
Operating expenses were $11.5 million and $12.2 million for the quarters
ended June 30, 2002 and 2001, respectively. Commissions have decreased $0.5
million from 2001 primarily due to the decreases in credit and major medical
lines. General and administrative expenses net of fees collected decreased $0.2
million.
Operating profit/(loss) before intercompany eliminations was $(2.9)
million and $1.2 million for the quarters ended June 30, 2002 and 2001,
respectively. The decrease from 2001 is due to the write-downs of bonds whose
decline in value is deemed other than temporary.
CONSOLIDATED GROUP
INTEREST EXPENSE
Interest expense was $54.9 million and $52.5 million for the six months
ended September 30, 2002 and 2001, respectively. The increase can be attributed
to a higher debt level outstanding for SAC Holdings due to the acquisition of
additional storage properties.
35
Interest expense of SAC Holdings on third party debt was $21.0 million and
$16.3 million for the six months ended September 30, 2002 and 2001,
respectively. AMERCO's interest expense on third party debt was $32.1 and $40.9
million for the six months ended September 30, 2002 and 2001, respectively.
EARNINGS
As a result of the foregoing, pretax earnings were $126.2 million and
$90.9 million for the six months ended September 30, 2002 and 2001,
respectively. After providing for income taxes, net earnings were $81.1 million
and $56.6 million for the six months ended September 30, 2002 and 2001,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
U-HAUL MOVING AND STORAGE OPERATIONS
Cash provided by operating activities was $60.6 million and $41.0 million
for the quarters ended September 30, 2002 and 2001, respectively. The increase
resulted primarily from more profitable operations.
SAC MOVING AND STORAGE OPERATIONS
SAC Holdings' operations are funded by various mortgage loans and
unsecured notes, with interest rates ranging from 7.5% to 13.0%. SAC does not
utilize revolving lines of credit to finance its operations or acquisitions.
Certain of SAC's agreements contain restrictive covenants including coverage
ratios and restrictions on incurring additional subsidiary indebtedness. At
September 30, 2002, SAC Holdings was in compliance with all of these covenants.
PROPERTY AND CASUALTY
Cash used by operating activities was $49.9 million and $21.4 million for
the six months ended June 30, 2002 and 2001, respectively. This change resulted
from decreased unearned premiums, a decrease in the change in premiums
receivable from period to period, along with an increase in due from affiliates.
RepWest's cash and cash equivalents and short-term investment portfolio
was $6.8 million and $8.9 million at June 30, 2002 and 2001, respectively.
RepWest maintains a diversified securities investment portfolio, primarily
in bonds, at varying maturity levels with 86.0% of the fixed-income securities
consisting of investment grade securities. The maturity distribution is designed
to provide sufficient liquidity to meet future cash needs. Current liquidity
remains stable with current invested assets equal to 70.6% of total liabilities.
LIFE INSURANCE
Oxford's primary sources of cash are premiums, receipts from
interest-sensitive products and investment income. The primary uses of cash are
operating costs and benefit payments to policyholders. Matching the investment
portfolio to the cash flow demands of the types of insurance being written is an
important consideration. Benefit and claim statistics are continually monitored
to provide projections of future cash requirements.
Cash provided/(used) by operating activities was $(28.7) million and 2.0
million for the six months ended June 30, 2002 and 2001, respectively. The
decrease in cash flows from operating activities in 2002 relates to $9.5 million
of federal income taxes paid, $8.1 million increase in receivables for
securities pending settlement, $7.1 million of reinsurance receivables paid, and
paid loss experience. Cash
36
flows provided by financing activities were $37.8 million and $9.1 million for
the six months ended June 30, 2002 and 2001, respectively. Cash flows from
deferred annuity sales increase investment contract deposits, which are a
component of financing activities. The increase from 2001 is due to increased
annuity deposits and reduced annuity withdrawals
In addition to cash flows from operating and financing activities, a
substantial amount of liquid funds is available through Oxford's short-term
portfolio. At June 30, 2002 and 2001, short-term investments were $58.6 million
and $53.9 million, respectively. Management believes that the overall sources of
liquidity will continue to meet foreseeable cash needs.
See the discussion of the Kocher case contained in Part II, Item I "Legal
Proceedings."
CONSOLIDATED GROUP
On October 15, 2002 the Company failed to make a $100 million principal
payment and a $3.6 million interest payment due to the Series 1997-C Bond Backed
Asset Trust ("BBAT") holders. On that date, the Company also failed to pay a
$26.5 million obligation, in the aggregate to Citibank and Bank of America in
connection with the BBAT's. This expense will be recognized in the third
quarter.
As a result of the foregoing, the Company is in default with respect to
its other credit arrangements that contain cross-default provisions, including
its 3-Year Credit Agreement dated June 28, 2002 (the "Revolver") in the amount
of $205.0 million. In addition to the cross-default under the Revolver, the
Company is also in default under that agreement as a result of the Company's
failure to obtain incremental net cash proceeds and/or availability from
additional financings in the aggregate amount of at least $150 million prior to
October 15, 2002. The obligations of the Company currently in default (either
directly or as a result of a cross-default) are approximately $1,175.4 million.
In addition, the Company may be required to pay interest at default interest
rates, which would increase interest expense going forward.
The Company has retained the financial restructuring firm Crossroads, LLC
to assist with the negotiation of standstill agreements with holders of directly
defaulted obligations and waivers from our lenders holding cross-default
obligations. This will allow us to pursue financing alternatives and asset sales
that will enable us to repay the above-referred amounts that are in direct
default, meet fiscal 2004 maturities and restructure our balance sheet.
Although we are optimistic that we will successfully restructure our
balance sheet and repay our obligations, there can be no assurance that we will
be able to complete the asset sales, obtain financing on acceptable terms or
secure the standstills and waivers necessary to do so.
Cash provided by operating activities was $108.7 million and $43.9 million
for the six months ended September 30, 2002 and 2001, respectively. The increase
resulted primarily from a decrease in notes and mortgage receivable partially
offset by decreases in the accounts payable and intercompany payable balances
along with increased earnings.
At September 30, 2002, total outstanding notes and mortgages payable for
AMERCO and wholly owned subsidiaries was $908.5 million compared to $1,045.8
million at March 31, 2002. At September 30, 2002, total outstanding notes and
mortgages payable for SAC Holdings and consolidated subsidiaries was $967.0
million compared to $957.8 million at March 31, 2002. SAC Holdings' securitized
loan agreements have no guarantees, or triggers that could create a guarantee,
from AMERCO. There are no cross default provisions on indebtedness between
AMERCO and SAC Holdings.
AMERCO does not have any ownership interest in SAC Holdings or its
subsidiaries, except for investments made by RepWest and Oxford in a SAC
Holdings - controlled limited partnership which holds Canadian self-storage
properties. The presentation of the consolidated statements has no bearing on
37
the credit agreements or the operations of either AMERCO or SAC Holdings. The
accounts of AMERCO and SAC Holdings are presented as consolidated due to a
revised interpretation of EITF 90-15 by the Company's former independent public
accountants during the year ended March 31, 2002, which concluded that SAC
Holdings' majority owner did not qualify as an independent third party to
AMERCO.
From time to time, Real Estate sells storage properties to SAC Holdings.
These sales have in the past provided significant cash flows to the Company. The
ability of the Company to engage in similar transactions in the future is
dependent to a large degree on the ability of SAC Holdings to obtain third party
financing for its acquisition of properties from Real Estate and, in general,
its willingness to engage in such transactions.
Due to the defaults that exist with respect to certain obligations of the
Company we suspended the dividend payment to the holders of our Series A 8 1/2%
preferred stock that is due December 1, 2002.
CREDIT AGREEMENTS
Our operations are funded by various credit and financing arrangements,
including unsecured long-term borrowings, unsecured medium-term notes, revolving
lines of credit with banks and operating leases. The operating leases are
primarily used to finance the Company's fleet of trucks and trailers. As of
September 30, 2002, we had $908.5 million in total notes and loans payable
outstanding.
On June 28, 2002, AMERCO entered into an agreement replacing an existing
five year $400.0 million revolving credit agreement with a three-year $205.0
million revolving credit facility.
Certain of our credit agreements contain restrictive financial and other
covenants, including, among others, covenants with respect to incurring
additional indebtedness, making third party guarantees, entering into contingent
obligations, maintaining certain financial ratios, placing certain additional
liens on our properties and assets, and restricting the issuance of certain
types of preferred stock. Although AMERCO was in compliance with these covenants
at September 30, 2002, we were in default as of October 15, 2002 as a result of
our failure to make the principal payment due to the BBAT holders and a covenant
contained in the Credit Agreement that required the completion of a $150 million
financing. For additional discussion regarding these defaults, see Part II, Item
III "Defaults Upon Senior Securities."
Reference is made to Note 5 of Notes to Consolidated Financial Statements
in AMERCO's Annual Report on Form 10-K/A for the fiscal year ended March 31,
2002 for additional information about our credit agreements.
DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Payments due by Period (as of September 30, 2002)
------------------------------------------------------------------------------------
Prior to 10-01-03 10-01-05 October 1, 2007
Financial Obligations Total 09-30-03 09-30-05 09-30-07 and thereafter
----------- ----------- ----------- ----------- ---------------
AMERCO's notes and loans Payable $ 908,509 $ 276,981 $ 224,864 $ 237,072 $ 169,592
AMERCO's truck and trailer Lease
obligations 491,503 91,597 221,177 138,903 39,826
SAC Holdings' financed lease obligations
117,000 46,800 70,200 -- --
SAC Holdings' notes and loans payable 850,137 7,174 14,273 14,971 813,719
Elimination of SAC Holdings' Obligations
to AMERCO (387,652) -- -- -- (387,652)
----------- ----------- ----------- ----------- -----------
Total Contractual Obligations $ 1,979,497 $ 422,552 $ 530,514 $ 390,946 $ 635,485
=========== =========== =========== =========== ===========
38
The above disclosure is as of September 30, 2002. As discussed above and in Part
II, Item III "Defaults Upon Senior Securities", on October 15, 2002 we defaulted
on our BBATs and related obligations. This default triggered cross-default
provisions in most of AMERCO's other debt agreements. As a result, approximately
$1,175.4 million of AMERCO's contractual obligations and commercial commitments
listed below are classified as current.
Bank of Montreal synthetic lease $ 149.0
Citibank synthetic lease 101.7
3yr Credit Agreement 205.0
Royal Bank of Canada lease 3.0
Amerco Real Estate Notes 100.0
'03 Notes 175.0
'05 Notes 200.0
Medium Term Notes 109.5
BBAT 100.0
Bank of America Obligation (BBAT) 11.3
Citicorp Obligation (BBAT) 15.3
Bank of America Swap 2.1
JP Morgan Swap 3.5
---------
$ 1,175.4
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to Part II, Item 7A, Quantitative and Qualitative
Disclosure About Market Risk, in AMERCO's Annual Report on Form 10-K/A for the
fiscal year ended March 31, 2002.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Controls and Procedures
We maintain disclosure controls procedures, which are designed to ensure
that material information related to AMERCO and its subsidiaries and SAC
Holdings and their subsidiaries, is disclosed in our public filings on a regular
basis. In response to recent legislation and proposed regulations, we reviewed
our internal control structure and our disclosure controls and procedures. We
believe our pre-existing disclosure controls and procedures are adequate to
enable us to comply with our disclosure obligations.
Within 90 days prior to filing this report, members of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based upon that evaluation,
management concluded that the Company's disclosure controls and procedures are
effective in causing material information to be recorded, processed, summarized
and reported by management of the Company on a timely basis and to ensure that
the quality and timeliness of the Company's public disclosures complies with its
SEC disclosure obligations.
39
Changes in Controls and Procedures
There were significant changes in the Company's internal controls and
other factors that could significantly affect these internal controls after the
date of our most recent evaluation. They include, but are not limited to, the
following:
a. We limited access to the general ledger (posting ability) to
specifically identified individuals;
b. We require documentation for all journal postings;
c. We have hired a system administrator to document and map all accounting
imports and exports to the various subledgers maintained throughout the
organization.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 20, 2000, Charles Kocher ("Kocher") filed suit in Wetzel County,
West Virginia, Civil Action No. 00-C-51-K, entitled Charles Kocher v. Oxford
Life Insurance Co. ("Oxford") seeking compensatory and punitive damages for
breach of contract, bad faith and unfair claims settlement practices arising
from an alleged failure of Oxford to properly and timely pay a claim under a
disability and dismemberment policy aquired in conjunction with the purchase of
a $7,800 used pick-up truck. On March 22, 2002, the jury returned a verdict of
$5 million in compensatory damages and $34 million in punitive damages. On
November 5, 2002, the trial court entered an Order ("Order") affirming the $39
million jury verdit and denying Oxford's Motion for New Trial Or, in The
Alternative, Remittitur. Oxford is in the process of perfecting its appeal to
the West Virginia Supreme Court. Management does not believe that the Order is
sustainable and expects the Order to be overturned by the West Virginia Supreme
Court, in part because the jury award has no reasonable nexus to the actual harm
suffered by Kocher.
On September 24, 2002, Paul F.Shoen filed a derivative action in the
Second Judicial District Court of the State of Nevada, Washoe County, captioned
Paul F. Shoen vs. SAC Holding Corporation et al, CV02-05602, seeking damages and
equitable relief on behalf of AMERCO from SAC Holdings and certain current and
former members of the AMERCO Board of Directors, including Edward J. Shoen, Mark
V. Shoen and James P. Shoen as defendants. AMERCO is named a nominal defendant
for purposes of the derivative action. The complaint alleges breach of fiduciary
duty, self-dealing, usurpation of corporate opportunities, wrongful interference
with prospective economic advantage and unjust enrichment and seeks the
unwinding of sales of self-storage properties by subsidiaries of AMERCO to SAC
Holdings over the last several years. The complaint seeks a declaration that
such transfers are void as well as unspecified damages. On October 28, 2002,
AMERCO, the Shoen directors, the non-Shoen directors and SAC Holdings filed
Motions to Dismiss the complaint. On November 12, 2002 the plaintiff responded
to the Motions to Dismiss. The reply in support of the Motion to Dismiss is due
on November 25, 2002. Oral argument has not yet been set for these motions. In
addition, on October 28, 2002, Ron Belec filed a derivative action in the Second
Judicial District Court of the State of Nevada, Washoe County, captioned Ron
Belec vs. William E. Carty, et al, CV 02-06331. This derivative suit is
substantially similar to the Paul F. Shoen derivative action. The defendants'
responsive pleading is due on December 13, 2002. AMERCO believes that the
allegations contained in both complaints are baseless and without merit and
AMERCO will aggressively and vigorously respond to these claims. However, as
with any litigation, no assurances can be given as to the outcome.
We are currently under IRS examination for the years 1996-1997. The IRS
has proposed adjustments to our 1997 and 1996 tax returns in the amount of
$233.1 million and $99.0 million, respectively. Nearly all of the adjustments
relate to denials of deductions that we took for costs incurred
40
in resolution of prior litigation with certain members of the Shoen family and
their corporations. We believe these income tax deductions are appropriate and
we are vigorously contesting the IRS adjustments. We estimate that if we are
unsuccessful in our challenge in all respects, based on our March 31, 2002 tax
position, we could incur tax exposure totaling approximately $90.0 million plus
interest.
PART II. OTHER INFORMATION, continued
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(a) On October 15, 2002, the Company failed to make a $100 million
principal payment and a $3.6 million interest payment due to the Series 1997-C
Bond Backed Asset Trust. On that date, the Company also failed to pay $26.5
million in the aggregate to Citibank and Bank of America in connection with the
early extinguishment of the Series 1997-C bonds. As a result of the foregoing,
the Company is in default with respect to its other credit arrangements which
contain cross-default provisions, including its 3-Year Credit Agreement dated
June 28, 2002 (the "Credit Agreement"). In addition to the cross-default under
the Credit Agreement, the Company is also in default under that agreement as a
result of its failure to obtain incremental net cash proceeds and/or
availability from additional financings in an aggregate amount of at least
$150.0 million prior to October 15, 2002. The total amount of indebtedness
currently in default (either directly or as a result of a cross-default) is
approximately $1,175.4 million.
(b) On November 5, 2002, the Company announced that it has suspended the
December 1, 2002 dividend payment to holders of its Series A 8.5% Preferred
Stock. The dividend amount is $3.5 million.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2002 Annual Meeting of Stockholders was held on August 30,2002.
At the 2002 Annual meeting of Stockholders William E. Carty and Charles J.
Bayer were elected to serve until the 2006 Annual Meeting of Stockholders. M.
Frank Lyons was elected to serve until the 2004 Annual Meeting of Stockholders.
John P. Brogan and James J. Grogan continue as directors with terms that expire
at the 2003 Annual Meeting of Stockholders; Edward J. Shoen continues as a
director with a term that expires at the 2004 Annual Meeting of Stockholders;
and John M. Dodds and James P. Shoen continue as directors with terms that
expire at the 2005 Annual Meeting of Stockholders.
The following table sets forth the votes cast for, against or withheld, as
well as the number of abstentions and broker non-votes with respect to each
matter voted on at the 2002 Annual Meeting of Stockholders.
MATTERS
SUBMITTED VOTES CAST VOTES CAST VOTES CAST BROKER
TO A VOTE FOR AGAINST WITHHELD ABSTENTIONS NON-VOTES
--------- --- ------- -------- ----------- ---------
Election of directors --
William E. Carty 18,870,928 42,489 792,384 3,262 --
Charles J. Bayer 18,870,291 41,358 791,412 6,003 --
M. Frank Lyons 18,862,109 42,114 788,438 16,402 --
41
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------------------------------------------------------------------
3.1 Restated Articles of Incorporation (1)
3.2 Restated By-Laws of AMERCO as of August 27, 1997(2)
Certificate of Edward J. Shoen, President of AMERCO pursuant
10.10A Addendum to Promissory Note between SAC Holding Corporation
and a subsidiary of AMERCO
10.11A Amendment and Addendum to Promissory Note between Four SAC
Self-Storage Corporation and Nationwide Commercial Co.
10.35 Management Agreement between Eighteen Self-Storage
Corporation and U-Haul
10.36 Management Agreement between Nineteen SAC Self-Storage
Limited Partnership and U-Haul
10.37 Management Agreement between Twenty SAC Self-Storage
Corporation and U-Haul
10.38 Management Agreement between Twenty-One SAC Self-Storage
Corporation and U-Haul
10.39 Management Agreement between Twenty-Two SAC Self-Storage
Corporation and U-Haul
10.40 Management Agreement between Twenty-Three SAC Self-Storage
Corporation and U-Haul
10.41 Management Agreement between Twenty-Four SAC Self Storage
Limited Partnership and U-Haul
10.42 Management Agreement between Twenty-Five SAC Self-Storage
Limited Partnership and U-Haul
10.43 Management Agreement between Twenty-Six SAC Self-Storage
Limited Partnership and U-Haul
10.44 Management Agreement between Twenty-Seven SAC Self-Storage
Limited Partnership and U-Haul
10.45 3-Year Credit Agreement with certain lenders named therein
---------------------------
(1) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2002, file no. 1-11255.
(2) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1997, file no. 1-11255.
42
10.46 Promissory Note between Four SAC Self-Storage Corporation
and U-Haul International, Inc.
10.46A Amendment and Addendum to Promissory Note between Four SAC
Self-Storage Corporation and U-Haul International, Inc.
10.47 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
10.48 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
10.48A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and Nationwide Commercial Co.
10.49 Promissory Note between Five SAC Self-Storage Corporation
and Nationwide Commercial Co.
10.50 Promissory Note between Five SAC Self-Storage Corporation
and Nationwide Commercial Co.
10.50A Amendment and Addendum to Promissory Note between Five SAC
Self- Storage Corporation and Nationwide Commercial Co.
10.51 Promissory Note between Five SAC Self-Storage Corporation
and U-Haul International, Inc.
10.52 Promissory Note between SAC Holding Corporation and Oxford
Life Insurance Company
10.53 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Company
10.53A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and Nationwide Commercial Co.
10.54 Promissory Note between SAC Holding Corporation and U-Haul
International, Inc.
10.54A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and U-Haul International, Inc.
10.55 Promissory Note between SAC Holding Corporation and U-Haul
International, Inc.
10.55A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and U-Haul International, Inc.
10.56 Promissory Note between SAC Holding Corporation and U-Haul
International, Inc.
10.56A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and U-Haul International, Inc.
10.57 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
43
10.57A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and Nationwide Commercial Co.
10.58 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
10.58A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and Nationwide Commercial Co.
10.59 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
10.60 Junior Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
10.61 Promissory Note between SAC Holding Corporation and U-Haul
International, Inc.
10.62 Promissory Note between SAC Holding Corporation and U-Haul
International, Inc.
10.63 Promissory Note between SAC Financial Corporation and U-Haul
International, Inc.
99.1 Certificate of Edward J. Shoen, President of AMERCO pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certificate of Gary B. Horton, Treasurer of AMERCO pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
99.3 Certificate of Edward J. Shoen, President of U-Haul
International, Inc. pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.4 Certificate of Gary B. Horton, Assistant Treasurer of
U-HAUL, International, Inc. pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
On September 27, 2002 and September 30, 2002, the Company filed reports on
Form 8-K relating to the proposed offering of its Senior Notes due 2009. On
October 16, 2002 and October 18, 2002, the Company filed reports on Form 8-K to
disclose the Company's retention of a financial advisor to assist it in
restructuring certain of its debt.
------------------------
(1) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2002, file no. 1-11255.
(2) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1997, file no. 1-11255.
44
SIGNATURES
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.
AMERCO
---------------------------------------
(Registrant)
Dated: February 14, 2003 By: /S/ GARY B. HORTON
---------------------------------------
Gary B. Horton, Treasurer
(Principal Financial Officer)
45
Certification of CFO Pursuant to
Securities Exchange Acts Rules 13a-14 and 15d-14
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION OF THE TREASURER OF AMERCO
I, Gary B. Horton, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AMERCO;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: February 14, 2003 /s/ Gary B. Horton
---------------------------------------
Gary B. Horton
Treasurer of AMERCO
46
SIGNATURES
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.
U-Haul International, Inc.
---------------------------------------
(Registrant)
Dated: February 14, 2003 By: /S/ GARY B. HORTON
---------------------------------------
Gary B. Horton, Assistant Treasurer
(Principal Financial Officer)
47
Certification of CFO Pursuant to
Securities Exchange Acts Rules 13a-14 and 15d-14
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION OF THE ASSISTANT TREASURER OF U-HAUL INTERNATIONAL, INC.
I, Gary B. Horton, certify that:
1. I have reviewed this quarterly report on Form 10-Q of U-Haul International,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: February 14, 2003 /s/ Gary B. Horton
---------------------------------------
Gary B. Horton
Assistant Treasurer of U-Haul
International, Inc.
48
SIGNATURES
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.
AMERCO
---------------------------------------
(Registrant)
Dated: February 14, 2003 By: /s/ Edward J. Shoen
---------------------------------------
Edward J. Shoen
Chairman of the Board and President
49
Certification of CEO Pursuant to
Securities Exchange Acts Rules 13a-14 and 15d-14
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATIONS
CERTIFICATION OF THE PRESIDENT OF AMERCO
I, Edward J. Shoen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AMERCO;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: February 14, 2003 /s/ Edward J. Shoen
---------------------------------------
Edward J. Shoen
President of AMERCO
50
SIGNATURES
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.
U-Haul International, Inc.
---------------------------------------
(Registrant)
Dated: February 14, 2003 /s/ Edward J. Shoen
---------------------------------------
Edward J. Shoen
Chairman of the Board and President
51
Certification of CEO Pursuant to
Securities Exchange Acts Rules 13a-14 and 15d-14
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION OF THE PRESIDENT OF U-HAUL INTERNATIONAL, INC.
I, Edward J. Shoen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of U-Haul International,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: February 14, 2003 /s/ Edward J. Shoen
---------------------------------------
Edward J. Shoen
President of U-Haul International, Inc.
52
INDEX OF EXHIBITS
Exhibit No. Description
----------------------------------------------------------------------
3.1 Restated Articles of Incorporation (1)
3.2 Restated By-Laws of AMERCO as of August 27, 1997 (2)
10.10A Addendum to Promissory Note between SAC Holding Corporation
and a subsidiary of AMERCO
10.11A Amendment and Addendum to Promissory Note between Four SAC
Self-Storage Corporation and Nationwide Commercial Co.
10.35 Management Agreement between Eighteen Self-Storage
Corporation and U-Haul
10.36 Management Agreement between Nineteen SAC Self-Storage
Limited Partnership and U-Haul
10.37 Management Agreement between Twenty SAC Self-Storage
Corporation and U-Haul
10.38 Management Agreement between Twenty-One SAC Self-Storage
Corporation and U-Haul
10.39 Management Agreement between Twenty-Two SAC Self-Storage
Corporation and U-Haul
10.40 Management Agreement between Twenty-Three SAC Self-Storage
Corporation and U-Haul
10.41 Management Agreement between Twenty-Four SAC Self Storage
Limited Partnership and U-Haul
10.42 Management Agreement between Twenty-Five SAC Self-Storage
Limited Partnership and U-Haul
10.43 Management Agreement between Twenty-Six SAC Self-Storage
Limited Partnership and U-Haul
10.44 Management Agreement between Twenty-Seven SAC Self-Storage
Limited Partnership and U-Haul
10.45 3-Year Credit Agreement with certain lenders named therein
10.46 Promissory Note between Four SAC Self-Storage Corporation
and U-Haul International, Inc.
10.46A Amendment and Addendum to Promissory Note between Four SAC
Self-Storage Corporation and U-Haul International, Inc.
10.47 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
53
10.48 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
10.48A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and Nationwide Commercial Co.
10.49 Promissory Note between Five SAC Self-Storage Corporation
and Nationwide Commercial Co.
10.50 Promissory Note between Five SAC Self-Storage Corporation
and Nationwide Commercial Co.
10.50A Amendment and Addendum to Promissory Note between Five SAC
Self-Storage Corporation and Nationwide Commercial Co.
10.51 Promissory Note between Five SAC Self-Storage Corporation
and U-Haul International, Inc.
10.52 Promissory Note between SAC Holding Corporation and Oxford
Life Insurance Company
10.53 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Company
10.53A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and Nationwide Commercial Co.
10.54 Promissory Note between SAC Holding Corporation and U-Haul
International, Inc.
10.54A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and U-Haul International, Inc.
10.55 Promissory Note between SAC Holding Corporation and U-Haul
International, Inc.
10.55A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and U-Haul International, Inc.
10.56 Promissory Note between SAC Holding Corporation and U-Haul
International, Inc.
10.56A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and U-Haul International, Inc.
10.57 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
10.57A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and Nationwide Commercial Co.
10.58 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
10.58A Amendment and Addendum to Promissory Note between SAC
Holding Corporation and Nationwide Commercial Co.
54
10.59 Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
10.60 Junior Promissory Note between SAC Holding Corporation and
Nationwide Commercial Co.
10.61 Promissory Note between SAC Holding Corporation and U-Haul
International, Inc.
10.62 Promissory Note between SAC Holding Corporation and U-Haul
International, Inc.
10.63 Promissory Note between SAC Financial Corporation and U-Haul
International, Inc.
99.1 Certificate of Edward J. Shoen, President of AMERCO pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certificate of Gary B. Horton, Treasurer of AMERCO pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
99.3 Certificate of Edward J. Shoen, President of U-Haul
International, Inc. pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.4 Certificate of Gary B. Horton, Assistant Treasurer of U-Haul
International, Inc. pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
----------------------
(1) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2002, file no. 1-11255.
(2) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1997, file no. 1-11255.
55