SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13
or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| For the quarterly period ended June 30, 2003 | ||
| or | ||
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| For the transition period from to | ||
| Commission | Registrant, State of Incorporation Address | |||
| File Number | and Telephone Number | I.R.S. Employer Identification No. | ||
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1-11255
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AMERCO (A Nevada Corporation) 1325 Airmotive Way, Ste. 100 Reno, Nevada 89502-3239 Telephone (775) 688-6300 |
88-0106815 | ||
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2-38498
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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, $0.01 par value, were outstanding at September 8, 2003.
TABLE OF CONTENTS
| PART I FINANCIAL INFORMATION | ||||||||
| Item 1. | Financial Statements | |||||||
| a) Condensed Consolidated Balance Sheets as of June 30, 2003 (unaudited) and March 31, 2003 | 2 | |||||||
| b) Condensed Consolidated Statements of Operations for the Quarters ended June 30, 2003 and 2002 (unaudited) | 3 | |||||||
| c) Condensed Consolidated Statements of Comprehensive Income for the Quarters ended June 30, 2003 and 2002 (unaudited) | 4 | |||||||
| d) Condensed Consolidated Statements of Cash Flows for the Quarters ended June 30, 2003 and 2002 (unaudited) | 5 | |||||||
| e) Notes to Condensed Consolidated Financial Statements | 6 | |||||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39 | ||||||
| Item 4. | Controls and Procedures | 39 | ||||||
| PART II OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | 40 | ||||||
| Item 2. | Not applicable | |||||||
| Item 3. | Defaults Upon Senior Securities | 42 | ||||||
| Item 5. | Not applicable | |||||||
| Item 6. | Exhibits and Reports on Form 8-K | 43 | ||||||
1
PART I. FINANCIAL INFORMATION
AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
| June 30, | March 31, | |||||||||
| 2003 | 2003 | |||||||||
| Assets | ||||||||||
| (Unaudited) | ||||||||||
| (In thousands) | ||||||||||
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Cash and cash equivalents
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$ | 85,460 | $ | 66,834 | ||||||
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Trade receivables, net
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262,208 | 263,737 | ||||||||
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Notes and mortgage receivables, net
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10,531 | 2,868 | ||||||||
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Inventories, net
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54,250 | 53,270 | ||||||||
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Prepaid expenses
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20,360 | 21,846 | ||||||||
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Investments, fixed maturities
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834,530 | 860,600 | ||||||||
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Investments, other
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440,769 | 389,252 | ||||||||
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Deferred policy acquisition costs, net
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103,707 | 105,100 | ||||||||
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Deferred income taxes
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10,615 | 32,242 | ||||||||
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Other assets
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88,132 | 63,600 | ||||||||
| 1,910,562 | 1,859,349 | |||||||||
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Property, plant and equipment, at cost:
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Land
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158,583 | 157,987 | ||||||||
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Building and Improvements
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751,601 | 747,853 | ||||||||
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Furniture and Equipment
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292,218 | 291,383 | ||||||||
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Rental trailers and other rental equipment
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152,573 | 149,707 | ||||||||
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Rental trucks
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1,177,683 | 1,140,294 | ||||||||
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SAC Holdings property, plant and equipment(1)
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726,668 | 757,292 | ||||||||
| 3,259,326 | 3,244,516 | |||||||||
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Less accumulated depreciation
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(1,327,515 | ) | (1,298,199 | ) | ||||||
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Total property, plant and equipment
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1,931,811 | 1,946,317 | ||||||||
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Total assets
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$ | 3,842,373 | $ | 3,805,666 | ||||||
| Liabilities and Stockholders Equity | ||||||||||||
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Liabilities:
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Accounts payable and accrued expenses
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379,773 | 387,017 | ||||||||||
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AMERCOs notes and loans payable,
non-recourse to AMERCO
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93,977 | 954,856 | ||||||||||
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SAC Holdings notes and loans payable
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589,641 | 589,019 | ||||||||||
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Policy benefits and losses, claims and loss
expenses Payable
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847,005 | 836,632 | ||||||||||
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Liabilities from investment contracts
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641,257 | 639,998 | ||||||||||
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Other policyholders funds and liabilities
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24,432 | 30,309 | ||||||||||
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Deferred income
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37,072 | 40,387 | ||||||||||
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Liabilities subject to compromise
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861,058 | | ||||||||||
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Total liabilities
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3,474,215 | 3,478,218 | ||||||||||
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Commitments and Contingent Liabilities
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Stockholders equity:
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Serial preferred stock, with or without par value
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Series A preferred stock, with no par value
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Series B preferred stock, with no par value
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Serial common stock, with or without par value
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Series A common stock of $0.25 par value
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1,441 | 1,441 | ||||||||||
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Common stock of $0.25 par value
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9,122 | 9,122 | ||||||||||
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Additional paid-in capital
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238,983 | 238,983 | ||||||||||
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Accumulated other comprehensive loss
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(39,927 | ) | (55,765 | ) | ||||||||
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Retained earnings
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592,717 | 568,222 | ||||||||||
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Cost of common shares in treasury, net
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(421,376 | ) | (421,378 | ) | ||||||||
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Unearned ESOP shares
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(12,802 | ) | (13,177 | ) | ||||||||
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Total stockholders equity
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368,158 | 327,448 | ||||||||||
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Total liabilities and stockholders equity
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$ | 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 $258.3 million at June 30, 2003 and March 31, 2003. |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Quarters Ended | |||||||||||
| June 30, | |||||||||||
| 2003 | 2002 | ||||||||||
| (Restated) | |||||||||||
| (Unaudited) | |||||||||||
| (In thousands, except per share | |||||||||||
| data) | |||||||||||
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Revenues
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Revenues Rental revenue
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$ | 435,042 | $ | 411,577 | |||||||
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Net sales
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69,209 | 68,189 | |||||||||
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Premiums
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64,456 | 84,653 | |||||||||
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Net investment and interest income
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11,409 | 14,875 | |||||||||
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Total revenues
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580,116 | 579,294 | |||||||||
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Costs and expenses
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Operating expense
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292,976 | 276,220 | |||||||||
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Commission expense
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40,194 | 42,130 | |||||||||
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Cost of sales
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32,219 | 35,527 | |||||||||
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Benefits and losses
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53,399 | 76,418 | |||||||||
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Amortization of deferred policy acquisition costs
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9,100 | 10,334 | |||||||||
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Lease expense
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38,630 | 41,356 | |||||||||
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Depreciation, net
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38,038 | 33,712 | |||||||||
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Total costs and expenses
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504,556 | 515,697 | |||||||||
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Earnings from operations
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75,560 | 63,597 | |||||||||
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Interest expense
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30,898 | 28,695 | |||||||||
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Pretax earnings
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44,662 | 34,902 | |||||||||
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Income tax expense
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(16,926 | ) | (11,123 | ) | |||||||
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Net earnings
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$ | 27,736 | $ | 23,779 | |||||||
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Less: Preferred stock dividends
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(3,241 | ) | (3,241 | ) | |||||||
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Earnings available to common shareholders
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$ | 24,495 | $ | 20,538 | |||||||
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Basic and diluted earnings per common share
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$ | 1.24 | $ | 1.00 | |||||||
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Weighted average common shares
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Outstanding: Basic and diluted
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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
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Quarters Ended | ||||||||||
| June 30, | ||||||||||
| 2003 | 2002 | |||||||||
| (Restated) | ||||||||||
| (Unaudited) | ||||||||||
| (In thousands) | ||||||||||
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Comprehensive income:
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Net earnings
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$ | 27,736 | $ | 23,779 | ||||||
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Changes in other comprehensive income:
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Foreign currency translation
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5,751 | (2,277 | ) | |||||||
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Unrealized gain/(loss) on investments
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10,087 | (322 | ) | |||||||
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Total comprehensive income
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$ | 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
| Quarters Ended June 30, | ||||||||||
| 2003 | 2002 | |||||||||
| (Restated) | ||||||||||
| (Unaudited) | ||||||||||
| (In thousands) | ||||||||||
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Net cash provided by operating activities
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$ | 42,628 | $ | 117,328 | ||||||
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Cash flows from investing activities:
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Purchases of investments:
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Property, plant and equipment
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(48,137 | ) | (61,215 | ) | ||||||
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Investments, fixed maturities
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(13,917 | ) | (60,986 | ) | ||||||
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Other asset investment
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(25,474 | ) | (362 | ) | ||||||
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Proceeds from sale of investments:
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Property, plant and equipment
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3,157 | 3 | ||||||||
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Investments, fixed maturities
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53,150 | 70,324 | ||||||||
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Preferred stock
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| 2,578 | ||||||||
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Real estate
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6,344 | 4,545 | ||||||||
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Mortgage loans
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203 | 560 | ||||||||
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Other investments
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1,114 | 7,348 | ||||||||
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Net cash used by investing activities
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(23,560 | ) | (37,205 | ) | ||||||
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Cash flows from financing activities:
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Net change in short-term borrowings
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| (100,485 | ) | |||||||
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Proceeds from notes
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| 99,991 | ||||||||
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Leveraged employee stock ownership plan:
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Purchase of shares
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| (84 | ) | |||||||
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Payments on loan
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375 | | ||||||||
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Principal payments on notes
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(1,595 | ) | (105,837 | ) | ||||||
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Treasury stock acquisitions, net
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| (572 | ) | |||||||
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Investment contract deposits
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20,334 | 36,628 | ||||||||
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Investment contract withdrawals
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(19,556 | ) | (19,211 | ) | ||||||
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Net cash used by financing activities
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(442 | ) | (89,570 | ) | ||||||
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Increase (decrease) in cash and cash equivalents
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18,626 | (9,447 | ) | |||||||
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Cash and cash equivalents at beginning of period
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66,834 | 41,446 | ||||||||
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Cash and cash equivalents at end of period
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$ | 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
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003, March 31, 2003 and June 30, 2002
| 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 companys 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 Debtorin-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 Debtors 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 Debtors 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 AMERCOs annual financial statements and notes. For a more detailed presentation of the accounts and transactions of AMERCO, refer to AMERCOs 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
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 Companys 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 Companys 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 Companys 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 $1.00 per basic and diluted share. The major components of the restatement were related to an adjustment to accrue for fully-developed actuarial estimates of the Companys insurance reserves and to recognize equity-method losses relating to the Companys investments in Private Mini Storage Realty, L.P. For a detailed discussion of the adjustments to our financial statements for the fiscal
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)
years ended March 31, 2002 and 2001, see footnote 2 to the consolidated financial statements contained in our Annual Report on Form 10-K.
| 3. | Investments |
A comparison of amortized cost to estimated market value for fixed maturities is as follows:
| Gross | Gross | |||||||||||||||
| March 31, 2003 | Amortized | Unrealized | Unrealized | Estimated | ||||||||||||
| Consolidated Held-to-Maturity | Cost | Gains | Losses | Market Value | ||||||||||||
| (In thousands) | ||||||||||||||||
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U.S. government agency mortgage-backed Securities
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$ | 510 | $ | 173 | $ | | $ | 683 | ||||||||