UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 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
No
.
20,566,308 shares of AMERCO Common Stock, $0.25 par value were outstanding at August 16, 2002.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at August 12, 2002. U-Haul International, Inc. meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.
1
TABLE OF CONTENTS
| PART I. | FINANCIAL INFORMATION |
|||||||
| Item 1. | Financial Statements |
|||||||
a) Condensed Consolidated Balance Sheets as of June 30, 2002 (unaudited)
and March 31, 2002 |
3 | |||||||
b) Condensed Consolidated Statements of Earnings for the Quarters ended
June 30, 2002 and 2001 (unaudited) |
5 | |||||||
c) Condensed Consolidated Statements of Comprehensive Income for the
Quarters ended June 30, 2002 and 2001 (unaudited) |
6 | |||||||
d) Condensed Consolidated Statements of Cash Flows for the Quarters
ended June 30, 2002 and 2001 (unaudited) |
7 | |||||||
e) Notes to Condensed Consolidated Financial Statements -
June 30, 2002 (unaudited), March 31, 2002 and
June 30, 2001 (unaudited) |
8 | |||||||
| Item 2. | Managements Discussion and Analysis of Financial Condition |
|||||||
and Results of Operations |
16 | |||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
22 | ||||||
| PART II. | OTHER INFORMATION |
|||||||
| Item 1. | Legal Proceedings |
23 | ||||||
| Item 6. | Exhibits and Reports on Form 8-K |
24 | ||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Balance Sheets
| June 30, | March 31, | ||||||||
| Assets | 2002 | 2002 | |||||||
| (Unaudited) | |||||||||
| (in thousands) | |||||||||
Cash and cash equivalents |
$ | 38,204 | 47,651 | ||||||
Inventories, net |
66,075 | 76,519 | |||||||
Prepaid expenses |
35,988 | 31,069 | |||||||
Investments, fixed maturities |
968,430 | 994,875 | |||||||
Investments, other |
255,438 | 250,458 | |||||||
Other assets |
456,899 | 457,980 | |||||||
| 1,821,034 | 1,858,552 | ||||||||
Property, plant and equipment, at cost: |
|||||||||
Buildings and improvements |
1,173,582 | 1,161,918 | |||||||
Rental trucks |
1,111,053 | 1,071,604 | |||||||
Other property, plant, and equipment |
892,701 | 892,563 | |||||||
| 3,177,336 | 3,126,085 | ||||||||
Less accumulated depreciation |
(1,235,435 | ) | (1,211,182 | ) | |||||
Total property, plant and equipment |
1,941,901 | 1,914,903 | |||||||
Total Assets |
$ | 3,762,935 | 3,773,455 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
AMERCO AND CONSOLIDATED SUBSIDIARIES
AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Balance Sheets, Continued
| Liabilities and | June 30, | March 31, | |||||||||
| Stockholders Equity | 2002 | 2002 | |||||||||
| (Unaudited) | |||||||||||
| (in thousands) | |||||||||||
Liabilities: |
|||||||||||
AMERCOs notes and loans payable |
$ | 898,517 | 1,045,802 | ||||||||
SAC Holdings notes and loans payable |
588,648 | 557,761 | |||||||||
Policy benefits and losses, claims and
loss expenses payable |
735,834 | 729,343 | |||||||||
Liabilities from premium deposits |
590,523 | 572,793 | |||||||||
Other liabilities |
420,673 | 368,650 | |||||||||
Total liabilities |
3,234,195 | 3,274,349 | |||||||||
Contingent liabilities and commitments |
|||||||||||
Stockholders equity: |
|||||||||||
Serial
preferred stock - |
| | |||||||||
Series A preferred stock |
|||||||||||
Series B preferred stock |
| | |||||||||
Serial common stock - |
1,441 | 1,441 | |||||||||
Series A common stock |
|||||||||||
Common stock |
9,122 | 9,122 | |||||||||
Additional paid-in capital |
263,045 | 267,712 | |||||||||
Accumulated other comprehensive income |
(34,687 | ) | (32,384 | ) | |||||||
Retained earnings |
755,037 | 716,614 | |||||||||
Cost of common shares in treasury, net |
(450,982 | ) | (449,247 | ) | |||||||
Unearned ESOP shares |
(14,236 | ) | (14,152 | ) | |||||||
Total stockholders equity |
528,740 | 499,106 | |||||||||
Total Liabilities and Stockholders Equity |
$ | 3,762,935 | 3,773,455 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Earnings
Quarters ended June 30,
(Unaudited)
| 2002 | 2001 | |||||||||
| (in thousands, except | ||||||||||
| share and per share data) | ||||||||||
Revenues
|
||||||||||
Rental revenue |
375,854 | 356,440 | ||||||||
Net sales |
68,188 | 68,789 | ||||||||
Premiums |
87,550 | 100,330 | ||||||||
Net investment and interest income |
13,765 | 7,844 | ||||||||
Total revenues |
545,357 | 533,403 | ||||||||
Costs and expenses
|
||||||||||
Operating expenses |
262,786 | 262,879 | ||||||||
Cost of sales |
33,303 | 36,438 | ||||||||
Benefits and losses |
76,418 | 91,432 | ||||||||
Amortization of deferred policy
acquisition costs |
10,328 | 9,794 | ||||||||
Lease expense |
40,823 | 46,641 | ||||||||
Depreciation, net |
32,084 | 32,545 | ||||||||
Total costs and expenses |
455,742 | 479,729 | ||||||||
Earnings from operations |
89,615 | 53,674 | ||||||||
Interest expense |
26,932 | 20,662 | ||||||||
Pretax earnings |
62,683 | 33,012 | ||||||||
Income tax expense |
(22,144 | ) | (12,111 | ) | ||||||
Net earnings |
$ | 40,539 | 20,901 | |||||||
Less:
preferred stock dividends |
(3,241 | ) | (3,241 | ) | ||||||
Basic
and diluted earnings available to common share holders: |
37,298 | 17,660 | ||||||||
Basic and diluted earnings per common share: |
$ | 1.81 | 0.83 | |||||||
Basic and diluted average common shares
outstanding: |
20,592,858 | 21,280,361 | ||||||||
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 Statements of Comprehensive Income
Quarters ended June 30,
(Unaudited)
| 2002 | 2001 | ||||||||||
| (in thousands) | |||||||||||
Comprehensive income: |
|||||||||||
Net earnings |
$ | 40,539 | 20,901 | ||||||||
Changes in other comprehensive income: |
|||||||||||
Foreign currency translation |
1,035 | 1,497 | |||||||||
Fair market value of cash flow hedge |
357 | ||||||||||
Unrealized gain (loss)on investments |
(3,338 | ) | 8,789 | ||||||||
Total comprehensive income |
$ | 38,236 | 31,544 | ||||||||
The accompanying notes are an integral part of these Consolidated financial statements.
6
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Quarters ended June 30,
(Unaudited)
| 2002 | 2001 | |||||||||
| (in thousands) | ||||||||||
Net cash provided
by operating activities |
$ | 100,347 | 54,107 | |||||||
Cash flows from investing activities: |
||||||||||
Purchases of investments: |
||||||||||
Property, plant and equipment |
(70,755 | ) | (106,484 | ) | ||||||
Fixed maturities |
(60,986 | ) | (18,652 | ) | ||||||
Real estate
Mortgage loans |
(561 | ) | (561 | ) | ||||||
Proceeds from sale of investments: |
||||||||||
Property, plant and equipment |
16,688 | 13,887 | ||||||||
Fixed maturities |
70,324 | 31,696 | ||||||||
Mortgage loans |
| 3,817 | ||||||||
Changes in other investments |
6,405 | 4,806 | ||||||||
Net cash used by
investing activities |
(38,885 | ) | (71,491 | ) | ||||||
Cash flows from financing activities: |
||||||||||
Net change in short-term borrowings |
17,015 | (13,578 | ) | |||||||
Principal payments on notes |
(129,539 | ) | 23,731 | |||||||
Investment contract deposits |
36,628 | 37,477 | ||||||||
Investment contract withdrawals |
(19,211 | ) | (35,713 | ) | ||||||
Proceeds from minority interest
Changes in other financing activities |
24,188 | (3,244 | ) | |||||||
Net cash provided (used) by
financing activities |
(70,919 | ) | 8,673 | |||||||
Decrease in cash and
cash equivalents |
(9,457 | ) | (8,711 | ) | ||||||
Cash and cash equivalents at
beginning of period |
47,661 | 52,788 | ||||||||
Cash and cash equivalents at
end of period |
$ | 38,204 | 44,077 | |||||||
The accompanying notes are an integral part of these Consolidated financial
statements.
7
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2002, March 31, 2002 and June 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 Holdings Corporation (SAC Holdings), a Nevada corporation, is owned by Mark V. Shoen. Mark V. Shoen is the beneficial owner of 15.6% of AMERCOs common stock and is an executive officer of U-Haul.
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements presented here include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holdings and its consolidated subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. AMERCO has not, and has never had any, ownership interest in SAC Holdings or any of SAC Holdings subsidiaries. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in AMERCOs annual financial statements and notes. For a more detailed breakout of the accounts of AMERCO, refer to AMERCOs Form 10-K.
The condensed consolidated balance sheet as of June 30, 2002 and the related condensed consolidated statements of earnings, comprehensive income, and cash flows for the quarters ended June 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 SACs majority owner not qualifying as an independent third party to AMERCO and not maintaining a substantive residual equity capital investment, exclusive of unrealized appreciation of real estate held by SAC Holdings subsidiaries, in the SAC Holdings during the entire holding 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.
Certain reclassifications have been made to the financial statements for the quarter ended June 30, 2001 to conform with the current years presentation.
8
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 market for fixed maturities is as follows:
| March 31, 2002 | Gross | Gross | Estimated | ||||||||||||||
| Consolidated | Amortized | unrealized | unrealized | market | |||||||||||||
| Held-to-Maturity | cost | gains | losses | value | |||||||||||||
| (in thousands) | |||||||||||||||||
U.S. treasury
securities
and government
obligations |
$ | 3,223 | 170 | | 3,393 | ||||||||||||
U.S. government
agency mortgage-
backed securities |
7,375 | 254 | (1 | ) | 7,628 | ||||||||||||
Corporate
securities |
38,416 | 587 | (749 | ) | 38,254 | ||||||||||||
Mortgage-backed
securities |
22,097 | 634 | (32 | ) | 22,699 | ||||||||||||
Redeemable preferred
stocks |
106,323 | 323 | (2,728 | ) | 103,918 | ||||||||||||
| 177,434 | 1,968 | (3,510 | ) | 175,892 | |||||||||||||
| March 31, 2002 | Gross | Gross | Estimated | |||||||||||||||
| Consolidated | Amortized | unrealized | unrealized | market | ||||||||||||||
| Available-for-Sale | cost | gains | losses | value | ||||||||||||||
| (in thousands) | ||||||||||||||||||
U.S. treasury
securities
and government
obligations |
$ | 40,100 | 1,702 | (363 | ) | 41,439 | ||||||||||||
U.S. government
agency mortgage-
backed securities |
19,655 | 616 | (14 | ) | 20,257 | |||||||||||||
Obligations of
states and
political
subdivisions |
6,595 | 233 | (7 | ) | 6,821 | |||||||||||||
Corporate
securities |
668,592 | 19,106 | (23,576 | ) | 664,122 | |||||||||||||
Mortgage-backed
securities |
&nbs | |||||||||||||||||