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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

     
(Mark One)
   
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
 
    For the quarterly period ended June 30, 2003
 
or
 
 
o
  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 Address
File Number and Telephone Number I.R.S. Employer Identification No.



1-11255
  AMERCO
(A Nevada Corporation)
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502-3239
Telephone (775) 688-6300
  88-0106815
2-38498
  U-Haul International, Inc.
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
  86-0663060

      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 þ          No o.

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes o          No þ.

      20,514,958 shares of AMERCO Common Stock, $0.25 par value were outstanding at June 30, 2003.

      5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at September 8, 2003.




 

TABLE OF CONTENTS

                 
PART I FINANCIAL INFORMATION
  Item  1.     Financial Statements        
        a) Condensed Consolidated Balance Sheets as of June 30, 2003 (unaudited) and March 31, 2003     2  
        b) Condensed Consolidated Statements of Operations for the Quarters ended June 30, 2003 and 2002 (unaudited)     3  
        c) Condensed Consolidated Statements of Comprehensive Income for the Quarters ended June 30, 2003 and 2002 (unaudited)     4  
        d) Condensed Consolidated Statements of Cash Flows for the Quarters ended June 30, 2003 and 2002 (unaudited)     5  
        e) Notes to Condensed Consolidated Financial Statements     6  
  Item  2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations     24  
  Item  3.     Quantitative and Qualitative Disclosures About Market Risk     39  
  Item  4.     Controls and Procedures     39  
PART II OTHER INFORMATION
  Item  1.     Legal Proceedings     40  
  Item  2.     Not applicable        
  Item  3.     Defaults Upon Senior Securities     42  
  Item  5.     Not applicable        
  Item  6.     Exhibits and Reports on Form 8-K     43  

1


 

PART I.     FINANCIAL INFORMATION

 
ITEM 1.     Financial Statements

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
                     
June 30, March 31,
2003 2003
Assets

(Unaudited)
(In thousands)
Cash and cash equivalents
  $ 85,460     $ 66,834  
Trade receivables, net
    262,208       263,737  
Notes and mortgage receivables, net
    10,531       2,868  
Inventories, net
    54,250       53,270  
Prepaid expenses
    20,360       21,846  
Investments, fixed maturities
    834,530       860,600  
Investments, other
    440,769       389,252  
Deferred policy acquisition costs, net
    103,707       105,100  
Deferred income taxes
    10,615       32,242  
Other assets
    88,132       63,600  
     
     
 
      1,910,562       1,859,349  
Property, plant and equipment, at cost:
               
 
Land
    158,583       157,987  
 
Building and Improvements
    751,601       747,853  
 
Furniture and Equipment
    292,218       291,383  
 
Rental trailers and other rental equipment
    152,573       149,707  
 
Rental trucks
    1,177,683       1,140,294  
 
SAC Holdings property, plant and equipment(1)
    726,668       757,292  
     
     
 
      3,259,326       3,244,516  
 
Less accumulated depreciation
    (1,327,515 )     (1,298,199 )
     
     
 
   
Total property, plant and equipment
    1,931,811       1,946,317  
     
     
 
   
Total assets
  $ 3,842,373     $ 3,805,666  
     
     
 
                         
Liabilities and Stockholders’ Equity
Liabilities:
               
 
Accounts payable and accrued expenses
    379,773       387,017  
 
AMERCO’s notes and loans payable, non-recourse to AMERCO
    93,977       954,856  
 
SAC Holdings’ notes and loans payable
    589,641       589,019  
 
Policy benefits and losses, claims and loss expenses Payable
    847,005       836,632  
 
Liabilities from investment contracts
    641,257       639,998  
 
Other policyholders’ funds and liabilities
    24,432       30,309  
 
Deferred income
    37,072       40,387  
 
Liabilities subject to compromise
    861,058        
     
     
 
       
Total liabilities
    3,474,215       3,478,218  
 
Commitments and Contingent Liabilities
           
 
Stockholders’ equity:
               
   
Serial preferred stock, with or without par value
               
     
Series A preferred stock, with no par value
               
     
Series B preferred stock, with no par value
           
   
Serial common stock, with or without par value
               
     
Series A common stock of $0.25 par value
    1,441       1,441  
   
Common stock of $0.25 par value
    9,122       9,122  
   
Additional paid-in capital
    238,983       238,983  
   
Accumulated other comprehensive loss
    (39,927 )     (55,765 )
   
Retained earnings
    592,717       568,222  
   
Cost of common shares in treasury, net
    (421,376 )     (421,378 )
   
Unearned ESOP shares
    (12,802 )     (13,177 )
     
     
 
       
Total stockholders’ equity
    368,158       327,448  
     
     
 
       
Total liabilities and stockholders’ equity
  $ 3,842,373     $ 3,805,666  
     
     
 


(1)  Property, plant and equipment totaled $984.9 million and $1,015.6 million before eliminations; intercompany eliminations were $258.3 million at June 30, 2003 and March 31, 2003.

     The accompanying notes are an integral part of these condensed consolidated financial statements.

2


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                       
Quarters Ended
June 30,

2003 2002


(Restated)
(Unaudited)
(In thousands, except per share
data)
Revenues
               
 
Revenues Rental revenue
  $ 435,042     $ 411,577  
 
Net sales
    69,209       68,189  
 
Premiums
    64,456       84,653  
 
Net investment and interest income
    11,409       14,875  
     
     
 
   
Total revenues
    580,116       579,294  
Costs and expenses
               
 
Operating expense
    292,976       276,220  
 
Commission expense
    40,194       42,130  
 
Cost of sales
    32,219       35,527  
 
Benefits and losses
    53,399       76,418  
 
Amortization of deferred policy acquisition costs
    9,100       10,334  
 
Lease expense
    38,630       41,356  
     
Depreciation, net
    38,038       33,712  
     
     
 
Total costs and expenses
    504,556       515,697  
     
     
 
Earnings from operations
    75,560       63,597  
 
Interest expense
    30,898       28,695  
     
     
 
Pretax earnings
    44,662       34,902  
Income tax expense
    (16,926 )     (11,123 )
     
     
 
   
Net earnings
  $ 27,736     $ 23,779  
Less: Preferred stock dividends
    (3,241 )     (3,241 )
     
     
 
Earnings available to common shareholders
  $ 24,495     $ 20,538  
     
     
 
Basic and diluted earnings per common share
  $ 1.24     $ 1.00  
     
     
 
Weighted average common shares
               
 
Outstanding: Basic and diluted
    19,825,852       20,592,858  
     
     
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                     
Quarters Ended
June 30,

2003 2002


(Restated)
(Unaudited)
(In thousands)
Comprehensive income:
               
 
Net earnings
  $ 27,736     $ 23,779  
   
Changes in other comprehensive income:
               
   
Foreign currency translation
    5,751       (2,277 )
   
Unrealized gain/(loss) on investments
    10,087       (322 )
     
     
 
   
Total comprehensive income
  $ 43,574     $ 21,180  
     
     
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     
Quarters Ended June 30,

2003 2002


(Restated)
(Unaudited)
(In thousands)
Net cash provided by operating activities
  $ 42,628     $ 117,328  
Cash flows from investing activities:
               
 
Purchases of investments:
               
   
Property, plant and equipment
    (48,137 )     (61,215 )
   
Investments, fixed maturities
    (13,917 )     (60,986 )
   
Other asset investment
    (25,474 )     (362 )
 
Proceeds from sale of investments:
               
   
Property, plant and equipment
    3,157       3  
   
Investments, fixed maturities
    53,150       70,324  
   
Preferred stock
          2,578  
   
Real estate
    6,344       4,545  
   
Mortgage loans
    203       560  
   
Other investments
    1,114       7,348  
     
     
 
Net cash used by investing activities
    (23,560 )     (37,205 )
     
     
 
Cash flows from financing activities:
               
 
Net change in short-term borrowings
          (100,485 )
 
Proceeds from notes
          99,991  
 
Leveraged employee stock ownership plan:
               
   
Purchase of shares
          (84 )
   
Payments on loan
    375        
 
Principal payments on notes
    (1,595 )     (105,837 )
 
Treasury stock acquisitions, net
          (572 )
 
Investment contract deposits
    20,334       36,628  
 
Investment contract withdrawals
    (19,556 )     (19,211 )
     
     
 
Net cash used by financing activities
    (442 )     (89,570 )
     
     
 
Increase (decrease) in cash and cash equivalents
    18,626       (9,447 )
Cash and cash equivalents at beginning of period
    66,834       41,446  
     
     
 
Cash and cash equivalents at end of period
  $ 85,460     $ 31,999  
     
     
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2003, March 31, 2003 and June 30, 2002

(Unaudited)
 
1. Proceedings Under Chapter 11 of the Bankruptcy Code

      On June 20, 2003, AMERCO (the “Debtor”) filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the District of Nevada. On August 13, 2003, the company’s wholly owned subsidiary Amerco Real Estate Company (“AREC”) filed a petition for relief under Chapter 11 of the federal bankruptcy laws of the United States Bankruptcy Court for the District of Nevada. Under Chapter 11, certain claims against the Debtor in existence prior to the filing of the petition for relief under the federal bankruptcy laws are stayed while the Debtor continues business operations as Debtor–in-possession. These claims are reflected in the June 30, 2003, balance sheet as “liabilities subject to compromise.” Additional claims (liabilities subject to compromise) may arise subsequent to the filing date resulting from rejection of executory contracts, including leases, and from the determination by the court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. Claims secured against the Debtor’s assets (“secured claims”) also are stayed, although the holders of such claims have the right to move the court for relief from the stay. Secured claims are secured primarily by liens of the Debtor’s property, plant and equipment.

 
2. Organization and Principles of Consolidation
 
Organization

      AMERCO, a Nevada corporation (“AMERCO”), is the holding company for U-Haul International, Inc. (“U-Haul”), Amerco Real Estate Company (“Real Estate”), Republic Western Insurance Company (“RepWest”) and Oxford Life Insurance Company (“Oxford”). Throughout this Form 10-Q, unless the context otherwise requires, the term “Company” refers to AMERCO and all of its legal subsidiaries. The Company has four industry segments represented by Moving and Storage Operations (U-Haul), Real Estate, Property and Casualty Insurance (RepWest) and Life Insurance (Oxford).

      SAC Holding Corporation and SAC Holding Corporation II, Nevada corporations (collectively, “SAC Holdings”), are the holding companies for several individual corporations that own self-storage properties managed by AMERCO subsidiaries in the ordinary course of business. Mark V. Shoen, a significant shareholder and executive officer of AMERCO, owns all of the equity interest of SAC Holdings.

 
Principles of Consolidation

      The condensed consolidated financial statements presented here 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. SAC Holdings has been classified as a special purpose entity that meets the criteria for consolidation and therefore the accounts of SAC Holdings are included in the consolidated financial statements. AMERCO has concluded that SAC Holdings qualifies as a Variable Interest Entity, as defined by FIN 46, and will continue to be included in the consolidation. 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 June 30, 2003 and the related condensed consolidated statements of operations, comprehensive income, and cash flows for the quarters ended June 30, 2003 and 2002 are unaudited. In our opinion, all adjustments necessary for a fair presentation of such condensed

6


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited)

consolidated financial statements have been included. Such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results for a full year.

      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, with the exception of various Agreements of Exchange entered into between SAC Holdings and RepWest and SAC Holdings and Oxford. The exchanges were effective June 30, 2003, were non-monetary and were recorded on the basis of the book values of the assets exchanged. Under the terms of these Agreements of Exchange, RepWest and Oxford exchanged their respective interests in Private Mini Storage Realty, L.P., a Texas based self-storage operator, for real estate owned by SAC Holdings. For the purposes of consolidating the operations of RepWest and Oxford and to facilitate proper eliminations among the various entities as of and for the quarter ended June 30, 2003, the transaction was accounted for as if it were effective March 31, 2003 with respect to RepWest and Oxford.

      Revenues, expenses (including professional fees), realized gains and losses, and provisions for losses directly associated with the reorganization and restructuring of the business are reported as part of operating expenses in the Condensed Consolidated Statements of Operations. The Condensed Consolidated Balance Sheets distinguish pre-petition liabilities subject to compromise from both those pre-petition liabilities that are not subject to compromise and from post-petition liabilities. Liabilities subject to compromise are reported at the amounts expected to be allowed, even if they may be settled for lesser amounts.

 
Going Concern Basis

      On June 20, 2003 (the “Petition Date”), AMERCO filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court, District of Nevada (the “Bankruptcy Court”) (Case No. 0352103). AMERCO will continue to manage its properties and operate its businesses as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In general, as debtor-in-possession, AMERCO is authorized under Chapter 11 to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Specific information pertaining to the bankruptcy filing may be obtained from the website www.amerco.com. The Bankruptcy filing and the events of default on substantially all of the Company’s debt raises substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect future effects on the recoverability and classification of assets or the amount and classification of liabilities that might result from these uncertainties.

 
Restatements and Reclassifications

      In connection with the recently completed audit of the Company’s financial statement for the year ended March 31, 2003, it was determined that there was a need for the Company to record adjustments that resulted in the restatement of the Company’s financial statements, including financial statements for the quarter ended June 30, 2002. The condensed consolidated statement of operations, comprehensive income and cash flows for the quarter ended June 30, 2002 contained in this report have been restated. Net income for the three months ended June 30, 2002 as originally reported was $40.5 million, or $1.81 per basic and diluted share. Net income for this period as restated is $23.8 million or $1.00 per basic and diluted share. The major components of the restatement were related to an adjustment to accrue for fully-developed actuarial estimates of the Company’s insurance reserves and to recognize equity-method losses relating to the Company’s investments in Private Mini Storage Realty, L.P. For a detailed discussion of the adjustments to our financial statements for the fiscal

7


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited)

years ended March 31, 2002 and 2001, see footnote 2 to the consolidated financial statements contained in our Annual Report on Form 10-K.

 
3. Investments

      A comparison of amortized cost to estimated market value for fixed maturities is as follows:

                                 
Gross Gross
March 31, 2003 Amortized Unrealized Unrealized Estimated
Consolidated Held-to-Maturity Cost Gains Losses Market Value





(In thousands)
U.S. government agency mortgage-backed Securities
  $ 510     $ 173     $     $ 683