UNITED STATES 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 December 31, 2001
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 [ ].
21,399,237 shares of AMERCO Common Stock, $0.25 par value were outstanding at
March 25, 2002.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at March 25, 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) Report of independent accountants......................................... 4
b) Condensed Consolidated Balance Sheets as of December 31, 2001 (unaudited)
and March 31, 2001 (unaudited)............................................ 5
c) Condensed Consolidated Statements of Earnings for the Nine months
ended December 31, 2001 and 2000 (unaudited).............................. 7
d) Condensed Consolidated Statements of Comprehensive Income for the
Nine months ended December 31, 2001 and 2000 (unaudited).................. 8
e) Condensed Consolidated Statements of Earnings for the Quarters ended
December 31, 2001 and 2000 (unaudited).................................... 9
f) Condensed Consolidated Statements of Comprehensive Income for the
Quarters ended December 31, 2001 and 2000 (unaudited)..................... 10
g) Condensed Consolidated Statements of Cash Flows for the Nine months
ended December 31, 2001 and 2000 (unaudited).............................. 11
h) Notes to Condensed Consolidated Financial Statements -
December 31, 2001 (unaudited), March 31, 2001 (unaudited) and
December 31, 2000 (unaudited)............................................. 12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................................... 31
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................... 41
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................. 42
Item 6. Exhibits and Reports on Form 8-K.............................................. 43
2
INTRODUCTORY NOTE
This amendment to Form 10-Q is being filed to restate the interim
financial statements previously filed for the quarter ended December 31, 2001,
as well as for the year ended March 31, 2001 presented herein, to reflect the
consolidation of SAC Holding Corporation and its consolidated subsidiaries (SAC
Holdings or SAC) with AMERCO and its consolidated subsidiaries (AMERCO or the
Company) due to a revised interpretation of EITF 90-15 by the Company's
independent public accountants. The Company concurs with this revised
interpretation. AMERCO has no ownership interest in SAC, nor does it guarantee
the debt of SAC. Further, the holders of such SAC notes have no recourse to the
assets of AMERCO. The condensed consolidated financial statements presented
herein include the accounts of AMERCO and SAC Holdings. All material
intercompany accounts and transactions have been eliminated in consolidation.
3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Stockholders of AMERCO:
We have reviewed the accompanying condensed consolidated balance sheet of
AMERCO and its subsidiaries and SAC Holding Corporation and its subsidiaries as
of December 31, 2001, and the related condensed consolidated statements of
earnings and of comprehensive income for each of the three-month and nine-month
periods ended December 31, 2001 and 2000 and the condensed consolidated
statement of cash flows for the nine-month periods ended December 31, 2001 and
2000. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated interim financial
statements for them to be in conformity with accounting principles generally
accepted in the United States of America.
We previously audited in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
AMERCO at March 31, 2001, and the related consolidated statements of earnings,
of comprehensive income, and of cash flows for the year then ended (not
presented herein), and in our report dated June 29, 2001 we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of March 31, 2001, as it relates to AMERCO, is fairly stated in all
material respects in relation to the consolidated balance sheet from which it
has been derived. However, we did not audit the consolidated financial
statements of SAC at March 31, 2001, whose results are consolidated with
AMERCO's as of a result of transactions between AMERCO and SAC in which SAC was
deemed not to be independent, which statements reflect total assets of
$520,108,566 as of March 31, 2001, and total revenues of $104,819,103 for the
year then ended. Those statements were audited by other auditors whose report
thereon has been furnished to us.
The accompanying financial statements of AMERCO have been restated at
December 31, 2001 and for the three-month and nine-month periods ended December
31, 2001, to consolidate the financial statements of SAC, which is owned by a
related party.
PricewaterhouseCoopers LLP
Phoenix, Arizona
March 27, 2002
4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Balance Sheets
December 31, March 31,
Assets 2001 2001
---------- ----------
(Unaudited)
(in thousands)
Cash and cash equivalents $ 35,726 52,788
Inventories, net 81,266 85,330
Prepaid expenses 18,324 14,416
Investments, fixed maturities 986,698 952,482
Investments, other 536,386 454,542
Other assets 220,666 192,473
Minority interest assets 17,311 17,907
---------- ----------
Property, plant and equipment, at cost:
Buildings and improvements 1,108,397 1,068,956
Rental trucks 1,069,769 1,037,653
Other property, plant, and equipment 831,420 834,463
---------- ----------
3,009,586 2,941,072
Less accumulated depreciation 1,240,057 1,187,103
---------- ----------
Total property, plant and equipment 1,769,529 1,753,969
---------- ----------
Total Assets $3,665,906 3,523,907
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
5
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Balance Sheets, Continued
Liabilities and December 31, March 31,
Stockholders' Equity 2001 2001
----------- ----------
(Unaudited)
(in thousands)
Liabilities:
AMERCO's notes and loans payable $ 1,132,612 1,156,848
SAC Holdings' notes and loans payable,
non-recourse to AMERCO 306,606 257,109
Policy benefits and losses, claims and
loss expenses payable 705,745 668,830
Liabilities from premium deposits 548,948 522,207
Deferred income 15,424 24,546
Deferred income taxes 139,541 96,598
Other liabilities 245,879 262,439
----------- ----------
Total liabilities 3,094,755 2,988,577
Contingent liabilities and commitments
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 233,325 236,002
Accumulated other comprehensive income (30,681) (40,709)
Retained earnings 791,930 755,174
Cost of common shares in treasury, net (419,834) (410,527)
Unearned ESOP shares (14,152) (15,173)
----------- ----------
Total stockholders' equity 571,151 535,330
Total Liabilities and Stockholders' Equity $ 3,665,906 3,523,907
=========== ==========
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
Nine months ended December 31,
(Unaudited)
2001 2000
------------ ------------
(in thousands, except
share and per share data)
Revenues
Rental revenue $ 1,052,222 1,009,726
Net sales 175,411 166,592
Premiums 308,261 210,102
Net investment and interest income 46,449 50,559
------------ ------------
Total revenues 1,582,343 1,436,979
Costs and expenses
Operating expenses 821,569 775,297
Cost of sales 97,503 94,785
Benefits and losses 276,260 170,678
Amortization of deferred policy
acquisition costs 32,346 25,112
Lease expense 133,694 132,865
Depreciation, net 72,359 73,347
------------ ------------
Total costs and expenses 1,433,731 1,272,084
Earnings from operations 148,612 164,895
Interest expense 76,268 81,437
------------ ------------
Pretax earnings 72,344 83,458
Income tax expense (28,277) (34,312)
------------ ------------
Earnings before minority interest and
extraordinary loss on early
extinguishment of debt 44,067 49,146
Minority interest 2,410 10,528
------------ ------------
Earnings before extraordinary loss on
early extinguishment of debt 46,477 59,674
Extraordinary loss on early extinguishment
of debt, net of tax of $1,160 -- (2,121)
------------ ------------
Net earnings $ 46,477 57,553
============ ============
Basic and diluted earnings per common share:
Earnings before extraordinary
loss on early extinguishment of debt 1.74 2.32
Extraordinary loss on early extinguishment
of debt, net -- (0.10)
------------ ------------
Net earnings $ 1.74 2.22
============ ============
Basic and diluted average common shares
outstanding: 21,092,225 21,539,821
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
7
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
Nine months ended December 31,
(Unaudited)
2001 2000
-------- --------
(in thousands)
Comprehensive income:
Net earnings $ 46,477 57,553
Changes in other comprehensive income:
Foreign currency translation (3,647) (4,683)
Fair market value of cash flow hedge 153 (861)
Unrealized gain on investments 13,522 3,033
-------- --------
Total comprehensive income $ 56,505 55,042
======== ========
The accompanying notes are an integral part of these Consolidated financial
statements.
8
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Earnings
Quarters ended December 31,
(Unaudited)
2001 2000
------------ ------------
(in thousands, except
share and per share data)
Revenues
Rental revenue $ 302,123 292,412
Net sales 44,818 44,717
Premiums 105,381 88,607
Net investment and interest income 15,088 18,884
------------ ------------
Total revenues 467,410 444,620
Costs and expenses
Operating expenses 269,688 270,148
Cost of sales 26,390 24,397
Benefits and losses 95,487 74,863
Amortization of deferred policy
acquisition costs 11,413 8,554
Lease expense 43,080 46,052
Depreciation, net 29,494 26,792
------------ ------------
Total costs and expenses 475,552 450,806
Loss from operations (8,142) (6,186)
Interest expense 23,727 28,222
------------ ------------
Pretax loss (31,869) (34,408)
Income tax benefit 9,480 9,669
------------ ------------
Loss before minority interest and
extraordinary loss on early
extinguishment of debt (22,389) (24,739)
Minority interest 2,177 5,568
------------ ------------
Loss before extraordinary loss on
early extinguishment of debt (20,212) (19,171)
Extraordinary loss on early extinguishment
of debt, net of tax of $1,160 -- (2,121)
------------ ------------
Net loss $ (20,212) (21,292)
============ ============
Basic and diluted loss per common share:
Loss before extraordinary
loss on early extinguishment of debt $ (1.12) (1.05)
Extraordinary loss on early extinguishment
of debt, net -- (0.10)
------------ ------------
Net loss $ (1.12) (1.15)
============ ============
Basic and diluted average common shares
outstanding: 20,892,342 21,406,688
============ ============
The accompanying notes are an integral part of these Consolidated financial
statements.
9
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
Quarters ended December 31,
(Unaudited)
2001 2000
-------- --------
(in thousands)
Comprehensive income:
Net loss $(20,212) (21,292)
Changes in other comprehensive income:
Foreign currency translation (527) (1,098)
Fair market value of cash flow hedge 443 (679)
Unrealized gain on investments 9,107 7,074
-------- --------
Total comprehensive loss $(11,189) (15,995)
======== ========
The accompanying notes are an integral part of these Consolidated financial
statements.
10
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Nine months ended December 31,
(Unaudited)
2001 2000
--------- ---------
(in thousands)
Net cash provided
by operating activities $ 118,434 100,575
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment (143,142) (374,458)
Fixed maturities (140,695) (84,808)
Real estate (65,436) --
Mortgage loans (561) (21,654)
Proceeds from sale of investments:
Property, plant and equipment 56,641 141,789
Fixed maturities 117,356 89,583
Mortgage loans 10,039 19,187
Changes in other investments (18,359) (120,313)
--------- ---------
Net cash used by
investing activities (184,157) (350,674)
--------- ---------
Cash flows from financing activities:
Net change in short-term borrowings 81,743 169,281
Principal payments on notes (45,086) 66,272
Investment contract deposits 107,855 62,947
Investment contract withdrawals (83,224) (55,763)
Proceeds from minority interest -- --
Changes in other financing activities (12,627) (16,026)
--------- ---------
Net cash provided by
financing activities 48,661 226,711
Decrease in cash and cash equivalents (17,062) (23,388)
Cash and cash equivalents at
beginning of period 52,788 48,445
--------- ---------
Cash and cash equivalents at
end of period $ 35,726 25,057
========= =========
The accompanying notes are an integral part of these Consolidated financial
statements.
11
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
December 31, 2001, March 31, 2001 and December 31, 2000
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
AMERCO, a Nevada corporation (AMERCO), is the parent 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.
As of December 31, 2001, SAC Holding Corporation (SAC Holdings), a Nevada
corporation, is owned by Mark V. Shoen. Mark V. Shoen is the beneficial owner of
15.6% of AMERCO's common stock and is an executive officer of AMERCO.
This amendment is being filed and the accounts of AMERCO and SAC Holdings
are presented as consolidated due to a revised interpretation of EITF 90-15 by
AMERCO's independent public accountants. AMERCO agrees with this interpretation.
The accompanying condensed consolidated financial statements as of and for the
periods ending March 31, 2001 and December 31, 2001 have been restated to
reflect such consolidation. The following table presents the impact of such
consolidation on the dates presented:
December 31, 2001 March 31, 2001
----------------- --------------
As reported(1)As restated As reported(1)As restated
(Unaudited) (Unaudited)
(in thousands) (in thousands)
Assets 3,491,346 3,665,906 3,384,064 3,523,907
Liabilities 2,828,579 3,094,755 2,768,698 2,988,577
Stockholders' equity 662,767 571,151 615,366 535,330
The consolidation of AMERCO with SAC Holdings had no impact on the
consolidated net earnings. The reduction in stockholders' equity is due to the
elimination of gains previously recorded in connection with sales of properties
from AMERCO to SAC Holdings. Such gains had been previously recognized as a
component of stockholders' equity. See Note 11.
(1) As reported in the Company's December 31, 2001 form 10-Q filed on
February 19, 2002 and March 31, 2001 form 10-K, filed on July 2, 2001,
respectively, prior to the consolidation of SAC Holdings described above.
During fiscal year 2002, based on in-depth market analysis, U-Haul
increased the estimated salvage value of certain rental trucks. The effect of
the changes increased net earnings by $2,284,000 ($0.11 per share) for the
nine months ended December 31, 2001. The adjustment reflects management's best
estimate, based on information available, of the estimated salvage value of
these rental trucks.
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, nor
does it guarantee any of the debt of SAC Holdings. The condensed consolidated
financial statements and notes are presented as permitted by Form 10-Q/A and do
not contain certain information included in AMERCO's annual financial statements
and notes. For a more detailed breakout of the accounts of AMERCO, refer to
AMERCO's Form 10-K.
The condensed consolidated balance sheet as of December 31, 2001 and the
related condensed consolidated statements of earnings and the condensed
consolidated statements of comprehensive income for the three and nine months
ended December 31, 2001 and 2000 and the condensed consolidated cash flows for
the nine months ended December 31, 2001 and 2000 are unaudited. In the opinion
of management, 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.
12
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 three and nine months ended December 31, 2000 to conform with the current
year's presentation.
13
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION 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:
September 30, 2001 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 $ 4,100 $ 3,626 252 -- 3,878
U.S. government
agency mortgage-
backed securities $ 10,048 10,005 432 -- 10,437
Corporate
securities $ 44,522 42,758 1,791 (164) 44,385
Mortgage-backed
securities $ 30,334 29,831 1,379 (35) 31,175
Redeemable preferred
stocks 114,784 114,674 373 (2,988) 112,059
--------- ----- ------- -------
200,894 4,227 (3,187) 201,934
--------- ----- ------- -------
September 30, 2001 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 $ 42,260 $ 42,737 2,610 -- 45,347
U.S. government
agency mortgage-
backed securities $ 27,531 27,324 1,209 (2) 28,531
Obligations of
states and
political
subdivisions $ 15,910 16,039 698 (26) 16,711
Corporate
securities $ 630,723 622,584 19,629 (17,162) 625,051
Mortgage-backed
securities $ 31,300 31,238 1,205 (364) 32,079
Redeemable preferred
stocks 1,228 31,022 304 (565) 30,761
Redeemable common
stocks 657 8,625 -- (1,301) 7,324
--------- ------ ------- -------
779,569 25,655 (19,420) 785,804
--------- ------ ------- -------
Total $ 980,463 29,882 (22,607) 987,738
========= ====== ======= =======
14
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES
A summarized condensed consolidated balance sheet for RepWest is presented
below:
September 30,
-------------
2001 2000
-------- --------
(in thousands)
Investments, fixed maturities $391,507 413,149
Investments, other 84,379 27,823
Receivables 223,740 147,143
Due from affiliate 53,042 28,905
Other assets 54,277 48,528
-------- --------
Total assets $806,945 665,548
======== ========
Policy liabilities and accruals $406,072 309,887
Unearned premiums 105,120 81,679
Other policyholders' funds and liabilities 57,713 61,908
-------- --------
Total liabilities 568,905 453,474
Stockholder's equity 238,040 212,074
-------- --------
Total liabilities and
stockholder's equity $806,945 665,548
======== ========
A summarized condensed consolidated income statement for RepWest is
presented below:
Quarter ended Nine months ended
September 30, September 30,
------------- -------------
2001 2000 2001 2000
-------- -------- -------- --------
(in thousands)
Premiums $ 64,717 63,386 192,982 135,718
Net investment income 8,102 7,966 23,967 23,718
-------- -------- -------- --------
Total revenue 72,819 71,352 216,949 159,436
Benefits and losses 65,618 56,331 188,256 116,432
Amortization of deferred
policy acquisition costs 6,207 3,770 17,837 10,130
Operating expenses 13,782 18,055 42,556 37,783
-------- -------- -------- --------
Total expenses 85,607 78,156 248,649 164,345
Loss from operations (12,788) (6,804) (31,700) (4,909)
Income tax benefit 4,522 2,379 11,209 1,789
-------- -------- -------- --------
Net loss $ (8,266) (4,425) (20,491) (3,120)
======== ======== ======== ========
15
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES,
continued
A summarized condensed consolidated balance sheet for Oxford is presented
below:
September 30,
-------------
2001 2000
-------- --------
(in thousands)
Investments, fixed maturities $595,191 470,772
Investments, other 198,668 167,208
Receivables 31,123 19,564
Other assets 89,865 84,626
-------- --------
Total assets $914,847 742,170
======== ========
Policy liabilities and accruals $191,104 152,358
Premium deposits 548,948 469,393
Other policyholders' funds and liabilities 50,739 30,501
-------- --------
Total liabilities 790,791 652,252
Stockholder's equity 124,056 89,918
-------- --------
Total liabilities and
stockholder's equity $914,847 742,170
======== ========
A summarized condensed consolidated income statement for Oxford is
presented below:
Quarter ended Nine months ended
September 30, September 30,
------------- -------------
2001 2000 2001 2000
-------- -------- -------- --------
(in thousands)
Premiums $ 42,198 26,750 119,736 78,274
Net investment income 5,791 5,807 18,975 18,170
-------- -------- -------- --------
Total revenue 47,989 32,557 138,711 96,444
Benefits and losses 29,869 18,532 88,004 54,246
Amortization of deferred
policy acquisition costs 5,217 4,784 14,509 14,982
Operating expenses 10,771 6,626 30,207 19,857
-------- -------- -------- --------
Total expenses 45,857 29,942 132,720 89,085
Income from operations 2,132 2,615 5,991 7,359
Income tax expense (555) (753) (1,787) (1,878)
-------- -------- -------- --------
Net income $ 1,577 1,862 4,204 5,481
======== ======== ======== ========
16
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
4. CONTINGENT LIABILITIES AND COMMITMENTS
During the nine months ended December 31, 2001, a subsidiary of U-Haul
entered into five transactions whereby the subsidiary sold rental trucks to an
unrelated third party, which were subsequently leased back. AMERCO has
guaranteed $13,571,000 of residual values at December 31, 2001 for these assets
at the end of the respective lease terms. Following are the lease commitments
for the leases executed during the nine months ended December 31, 2001, and
subsequently which have a term of more than one year (in thousands):
Net activity
Year ended Lease subsequent to
March 31, Commitments period end Total
--------------------------------------------------------
2002 $ 657 - 657
2003 2,625 - 2,625
2004 2,625 - 2,625
2005 2,300 - 2,300
2006 2,192 - 2,192
Thereafter 7,305 - 7,305
--------------------------------------
$ 17,704 - 17,704
======================================
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. It is the opinion of management that
none of such suits, claims or proceedings involving AMERCO, individually, or in
the aggregate, are expected to result in a material loss.
5. SUPPLEMENTAL CASH FLOWS INFORMATION OF AMERCO
The (increase) decrease in cash flow for receivables, inventories and
accounts payable and accrued liabilities net of other operating and investing
activities follows:
Nine months ended
December 31,
2001 2000
-------- --------
(in thousands)
Receivables $(14,911) 9,686
======== ========
Inventories $ 4,064 3,221
======== ========
Accounts payable and accrued expenses $(20,730) (30,618)
======== ========
17
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
6. EARNINGS PER SHARE OF AMERCO
The following table reflects the calculation of the earnings per share:
Weighted Average
Common Shares
Income Outstanding Per Share
(Numerator) (Denominator) Amount
----------- ------------- ------
(in thousands, except
share and per share data)
Quarter ended December 31, 2001:
Net loss $(20,212)
Less: preferred stock dividends 3,241
--------
Basic and diluted loss
per common share (23,453) 20,892,342 $ (1.12)
======== =========== ========
Quarter ended December 31, 2000:
Loss before extraordinary loss
on early extinguishment of debt $(19,171)
Less: preferred stock dividends 3,241
--------
Loss before extraordinary loss
on early extinguishment of debt
available to common stockholders (22,412) 21,406,688 $ (1.05)
Extraordinary loss on early
extinguishment of debt, net (2,121) (0.10)
--------- --------
Basic and diluted loss
per common share (24,533) 21,406,688 $ (1.15)
======== =========== ========
Nine months ended December 31, 2001:
Net earnings $ 46,477
Less: preferred stock dividends 9,722
--------
Basic and diluted earnings
per common share 36,755 21,092,225 $ 1.74
======== =========== ========
Nine months ended December 31, 2000:
Earnings before extraordinary
loss on early extinguishment of debt $ 59,674
Less: preferred stock dividends 9,722
--------
Earnings before extraordinary loss
on early extinguishment of debt
available to common stockholders 49,952 21,539,821 $ 2.32
Extraordinary loss on early
extinguishment of debt, net (2,121) (0.10)
-------- --------
Basic and diluted earnings
per common share 47,831 21,539,821 $ 2.22
======== =========== ========
18
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
7. RELATED PARTY TRANSACTIONS
During September 2001 the Company consummated a transfer of cash in the
amount of $7.5 million and real estate properties in the amount of $65.5 million
from Real Estate and other subsidiaries to Oxford and RepWest. The transferred
assets were recorded by RepWest and Oxford at their original book value and no
gain or loss was recorded.
Sales of properties from AMERCO to SAC Holdings have been eliminated in
consolidation, as presented in note 11.
19
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
8. NEW ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 (SFAS 141), "Business
Combinations", and No. 142 (SFAS 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, 2001. 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.
SFAS No. 141 and 142 are not expected to affect the consolidated
financial position or results of operations.
SFAS 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. The Statement
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.
Management has not yet determined the effects of adopting this Statement on the
financial position or results of operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which addresses issues relating to
the implementation of FASB Statement No. 121 (FAS 121), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
and develops a single accounting model, based on the framework established in
FAS 121, for long-lived assets to be disposed of by sale, whether previously
held and used or newly acquired. The Company is in the process of determining
the extent to which this statement will impact its results of operations or
financial position.
20
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
9. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA
Information concerning operations by industry segment follows:
Moving and Property/ Adjustments AMERCO
Storage Real Casualty Life and and
Operations Estate Insurance Insurance Eliminations SAC Holdings
---------- ------ --------- --------- ------------ ------------
(in thousands)
Quarter ended
December 31, 2001
Revenues:
Outside $ 340,516 7,619 71,692 47,583 -- 467,410
Intersegment -- 11,947 1,127 406 (13,480) --
----------- -------- -------- -------- -------- ----------
Total revenues $ 340,516 19,566 72,819 47,989 (13,480) 467,410
Depreciation/
amortization $ 28,975 2,985 6,322 5,241 -- 43,523
Interest expense $ 23,727 8,229 -- -- (8,229) 23,727
Pretax earnings
(loss) $ (29,640) 8,427 (12,788) 2,132 -- (31,869)
Income tax
benefit
(expense) $ 8,462 (2,949) 4,522 (555) -- 9,480
Identifiable
assets $ 1,667,602 714,819 806,945 914,847 (438,307) 3,665,906
Quarter ended
December 31, 2000
Revenues:
Outside $ 339,215 3,025 70,191 32,189 -- 444,620
Intersegment -- 17,754 1,161 368 (19,283) --
----------- -------- -------- -------- -------- ----------
Total revenues $ 339,215 20,779 71,352 32,557 (19,283) 444,620
Depreciation/
amortization $ 31,260 2,760 3,453 4,824 -- 42,297
Interest expense $ 28,222 10,626 -- -- (10,626) 28,222
Pretax
earnings
(loss) $ (32,574) 2,355 (6,804) 2,615 -- (34,408)
Income tax
benefit
(expense) $ 8,867 (824) 2,379 (753) -- 9,669
Extraordinary
loss on early
extinguishment
of debt, net $ (2,121) -- -- -- -- (2,121)
Identifiable
assets $ 1,609,308 761,149 665,548 731,627 (338,700) 3,428,932
21
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
9. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Moving Property/ Adjustments AMERCO
and Storage Real Casualty Life and and
Operations Estate Insurance Insurance Eliminations SAC Holdings
---------- ------ --------- --------- ------------ ------------
(in thousands)
Nine months ended
December 31, 2001
Revenues:
Outside $ 1,220,154 10,986 213,677 137,526 -- 1,582,343
Intersegment -- 48,264 3,272 1,185 (52,721) --
----------- -------- -------- -------- -------- ----------
Total
revenues $ 1,220,154 59,250 216,949 138,711 (52,721) 1,582,343
Depreciation/
amortization $ 85,529 8,535 18,584 14,652 -- 127,300
Interest
expense $ 76,268 27,953 -- -- (27,953) 76,268
Pretax
earnings
(loss) $ 66,933 31,120 (31,700) 5,991 -- 72,344
Income tax
benefit
(expense) $ (26,807) (10,892) 11,209 (1,787) -- (28,277)
Identifiable
assets $ 1,667,602 714,819 806,945 914,847 (438,307) 3,665,906
Nine months ended
December 31, 2000
Revenues:
Outside $ 1,175,646 9,343 156,609 95,381 -- 1,436,979
Intersegment -- 52,599 2,827 1,063 (56,489) --
----------- -------- -------- -------- -------- ----------
Total
revenues $ 1,175,646 61,942 159,436 96,444 (56,489) 1,436,979
Depreciation/
amortization $ 83,016 8,144 10,208 15,449 -- 116,817
Interest
expense $ 81,437 32,870 -- -- (32,870) 81,437
Pretax
earnings
(loss) $ 70,553 10,455 (4,909) 7,359 -- 83,458
Income tax
benefit
(expense) $ (30,564) (3,659) 1,789 (1,878) -- (34,312)
Extraordinary
loss on early
extinguishment
of debt, net $ (2,121) -- -- -- -- (2,121)
Identifiable
assets $ 1,609,308 761,149 665,548 731,627 (338,700) 3,428,932
22
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
9. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Geographic Area Data - AMERCO AMERCO
(All amounts are in United and United and
U.S. $'s) States Canada SAC Holdings States Canada SAC Holdings
--------- ------ ------ ------------ ------ ------ ------------
Quarter ended Nine months ended
------------------------------------- ------------------------------------
(in thousands)
December 31, 2001
Total revenues $ 459,482 7,928 467,410 1,550,833 31,510 1,582,343
Depreciation/
amortization $ 42,581 942 43,523 124,609 2,691 127,300
Interest expense $ 23,807 (80) 23,727 76,309 (41) 76,268
Pretax earnings
(loss) $ (31,233) (636) (31,869) 67,162 5,182 72,344
Income tax
benefit (expense) $ 9,480 -- 9,480 (28,277) -- (28,277)
Identifiable assets $ 3,606,959 58,947 3,665,906 3,606,959 58,947 3,665,906
December 31, 2000
Total revenues $ 437,064 7,556 444,620 1,406,142 30,837 1,436,979
Depreciation/
amortization $ 41,189 1,108 42,297 113,539 3,278 116,817
Interest expense $ 28,216 6 28,222 81,424 13 81,437
Pretax earnings
(loss) $ (33,420) (988) (34,408) 79,231 4,227 83,458
Income tax
benefit (expense) $ 9,669 -- 9,669 (34,306) (6) (34,312)
Extraordinary
loss, net $ (2,121) -- (2,121) (2,121) -- (2,121)
Identifiable assets $ 3,378,349 50,583 3,428,932 3,378,349 50,583 3,428,932
10. SUBSEQUENT EVENTS OF AMERCO
In January 2002, Real Estate completed the sale of thirty-seven storage
properties to Twenty SAC Self-Storage Corporation, Twenty-One SAC Self-Storage
Corporation, Twenty-Two SAC Self-Storage Corporation and Twenty-Three SAC
Self-Storage Corporation, subsidiaries of SAC Holdings, for $93,679,000. Real
Estate received cash and notes from the sale. Such gain will be eliminated in
consolidation.
On February 6, 2002, AMERCO declared a cash dividend of $3,241,000
($0.53125 per preferred share) to preferred stockholders of record as of
February 18, 2002.
23
NOTE 11 - CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
AMERCO AND CONSOLIDATED SAC HOLDING CORPORATION AND
SUBSIDIARIES CONSOLIDATED SUBSIDIARIES
(AMERCO) (SAC HOLDINGS)
-------------------------- ---------------------------
DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31,
2001 2001 2001 2001
---------- ---------- ---------- ----------
(IN THOUSANDS) (IN THOUSANDS)
ASSETS
Cash and cash equivalents $ 35,716 $ 52,778 $ 10 $ 10
Inventories, net 79,941 84,005 1,325 1,325
Prepaid expenses 18,324 14,416 -- --
Investments, fixed maturities 986,698 952,482 -- --
Investments, other 545,919 464,958 3,910 3,910
Other assets 485,785 452,781 13,496 8,991
Minority interest assets -- -- -- --
---------- ---------- ---------- ----------
Property, plant and equipment, at cost:
Buildings and improvements 826,126 832,372 417,849 355,531
Rental trucks 1,069,769 1,037,653 -- --
Other property, plant and equipment 661,294 660,802 170,126 173,661
---------- ---------- ---------- ----------
2,557,189 2,530,827 587,975 529,192
---------- ---------- ---------- ----------
Less accumulated depreciation 1,218,226 1,168,183 29,431 23,320
---------- ---------- ---------- ----------
Total property, plant and equipment 1,338,963 1,362,644 558,544 505,872
---------- ---------- ---------- ----------
Total assets $3,491,346 $3,384,064 $ 577,285 $ 520,108
========== ========== ========== ==========
ADJUSTMENTS AND
ELIMINATIONS
----------------------------
DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31,
2001 2001 2001 2001
------------ ------------ ---------- ----------
(IN THOUSANDS) (IN THOUSANDS)
ASSETS
Cash and cash equivalents $ -- $ -- $ 35,726 $ 52,788
Inventories, net -- -- 81,266 85,330
Prepaid expenses -- -- 18,324 14,416
Investments, fixed maturities -- -- 986,698 952,482
Investments, other (13,443)a) (14,326)a) 536,386 454,542
Other assets (278,615)b) (269,299)b) 220,666 192,473
Minority interest assets 17,311 c) 17,907 c) 17,311 17,907
------------ ------------ ---------- ----------
Property, plant and equipment, at cost:
Buildings and improvements (135,578)d) (118,947)d) 1,108,397 1,068,956
Rental trucks -- -- 1,069,769 1,037,653
Other property, plant and equipment -- -- 831,420 834,463
------------ ------------ ---------- ----------
(135,578) (118,947) 3,009,586 2,941,072
------------ ------------ ---------- ----------
Less accumulated depreciation (7,600)d) (4,400)d) 1,240,057 1,187,103
------------ ------------ ---------- ----------
Total property, plant and equipment (127,978) (114,547) 1,769,529 1,753,969
------------ ------------ ---------- ----------
Total assets $ (402,725) $ (380,265) $3,665,906 $3,523,907
============ ============ ========== ==========
See accompanying notes.
-24-
NOTE 11 - CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED), CONTINUED
AMERCO AND CONSOLIDATED SAC HOLDING CORPORATION AND
SUBSIDIARIES CONSOLIDATED SUBSIDIARIES
(AMERCO) (SAC HOLDINGS)
--------------------------- ----------------------------
DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31,
2001 2001 2001 2001
----------- ----------- ----------- -----------
(IN THOUSANDS) (IN THOUSANDS)
LIABILITIES AND STOCKHOLDERS' EQUITY
AMERCO's notes and loans payable $ 1,132,612 $ 1,156,848 $ -- $ --
SAC Holdings' notes and loans payable,
non-recourse to AMERCO -- -- 561,602 504,157
Policy benefits and losses, claims and
loss expenses payable 705,745 668,830 -- --
Liabilities from premium deposits 548,948 522,207 -- --
Deferred income 15,424 24,546 -- --
Deferred income taxes 187,413 139,419 -- --
Other liabilities 238,437 256,848 31,061 27,842
----------- ----------- ----------- -----------
Total liabilities 2,828,579 2,768,698 592,663 531,999
Minority interest -- -- 9,533 10,416
Contingent liabilities and commitments
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 321,031 312,128 5,912 3,312
Accumulated other comprehensive income (30,681) (40,709) (3,031) (1,398)
Retained earnings 791,930 755,174 (27,792) (24,221)
Cost of common shares in treasury, net (415,924) (406,617) -- --
Unearned ESOP shares (14,152) (15,173) -- --
----------- ----------- ----------- -----------
Total stockholders' equity 662,767 615,366 (24,911) (22,307)
----------- ----------- ----------- -----------
Total liabilities and stock
stockholders' equity $ 3,491,346 $ 3,384,064 $ 577,285 $ 520,108
=========== =========== =========== ===========
ADJUSTMENTS AND
ELIMINATIONS
-----------------------------
DECEMBER 31, MARCH 31, DECEMBER 31, MARCH 31,
2001 2001 2001 2001
------------ ------------ ----------- -----------
(IN THOUSANDS) (IN THOUSANDS)
LIABILITIES AND STOCKHOLDERS' EQUITY
AMERCO's notes and loans payable $ -- $ -- $ 1,132,612 $ 1,156,848
SAC Holdings' notes and loans payable,
non-recourse to AMERCO (254,996)b) (247,048)b) 306,606 257,109
Policy benefits and losses, claims and
loss expenses payable -- -- 705,745 668,830
Liabilities from premium deposits -- -- 548,948 522,207
Deferred income -- -- 15,424 24,546
Deferred income taxes (47,872)d) (42,821)d) 139,541 96,598
Other liabilities (23,619)b) (22,251)b) 245,879 262,439
------------ ------------ ----------- -----------
Total liabilities (326,487) (312,120) 3,094,755 2,988,577
Minority interest (9,533)c) (10,416)c) -- --
Contingent liabilities and commitments
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 (93,618)d) (79,438)d) 233,325 236,002
Accumulated other comprehensive income 3,031 a) 1,398 a) (30,681) (40,709)
Retained earnings 27,792 a,d) 24,221 a,d) 791,930 755,174
Cost of common shares in treasury, net (3,910)a) (3,910)a) (419,834) (410,527)
Unearned ESOP shares -- -- (14,152) (15,173)
------------ ------------ ----------- -----------
Total stockholders' equity (66,705) (57,729) 571,151 535,330
------------ ------------ ----------- -----------
Total liabilities and stock
stockholders' equity $ (402,725) $ (380,265) $ 3,665,906 $ 3,523,907
============ ============ =========== ===========
See accompanying notes.
-25-
NOTE 11 - CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
NINE MONTHS ENDED DECEMBER 31 (UNAUDITED)
AMERCO AND CONSOLIDATED SAC HOLDING CORPORATION AND
SUBSIDIARIES CONSOLIDATED SUBSIDIARIES
(AMERCO) (SAC HOLDINGS)
---------------------------- ----------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(IN THOUSANDS) (IN THOUSANDS)
Revenues:
Rental revenue $ 980,095 $ 951,058 $ 77,816 $ 63,191
Net sales 158,556 155,078 16,855 11,514
Premiums 308,261 210,102 -- --
Net investment and interest income 68,101 72,082 -- --
----------- ----------- ----------- -----------
Total revenues 1,515,013 1,388,320 94,671 74,705
----------- ----------- ----------- -----------
Costs and expenses:
Operating expenses 783,219 745,039 44,039 34,781
Cost of sales 89,116 87,600 8,387 7,185
Benefits and losses 276,260 170,678 -- --
Amortization of deferred policy
acquisition costs 32,346 25,112 -- --
Lease expense 133,130 132,395 564 470
Depreciation, net 68,754 69,552 6,705 5,295
----------- ----------- ----------- -----------
Total costs and expenses 1,382,825 1,230,376 59,695 47,731
----------- ----------- ----------- -----------
Earnings from operations 132,188 157,944 34,976 26,974
----------- ----------- ----------- -----------
Interest expense 58,842 65,287 39,078 37,673
----------- ----------- ----------- -----------
Pretax earnings (loss) 73,346 92,657 (4,102) (10,699)
----------- ----------- ----------- -----------
Income tax expense (26,869) (32,983) (308) (804)
Earnings (loss) from operations before
minority interest and extraordinary
loss on early extinguishment of debt 46,477 59,674 (4,410) (11,503)
Minority interest -- -- -- --
----------- ----------- ----------- -----------
Earnings (loss) before extraordinary loss
on early extinguishment of debt 46,477 59,674 (4,410) (11,503)
----------- ----------- ----------- -----------
ADJUSTMENTS AND
ELIMINATIONS
----------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(IN THOUSANDS) (IN THOUSANDS, EXCEPT
SHARE AND PER SHARE DATA)
Revenues:
Rental revenue $ (5,689)e) $ (4,523)e) $ 1,052,222 $ 1,009,726
Net sales -- -- 175,411 166,592
Premiums -- -- 308,261 210,102
Net investment and interest income (21,652)f) (21,523)f) 46,449 50,559
--------- --------- ----------- -----------
Total revenues (27,341) (26,046) 1,582,343 1,436,979
--------- --------- ----------- -----------
Costs and expenses:
Operating expenses (5,689)e) (4,523)e) 821,569 775,297
Cost of sales -- -- 97,503 94,785
Benefits and losses -- -- 276,260 170,678
Amortization of deferred policy
acquisition costs -- -- 32,346 25,112
Lease expense -- -- 133,694 132,865
Depreciation, net (3,100)d) (1,500)d) 72,359 73,347
--------- --------- ----------- -----------
Total costs and expenses (8,789) (6,023) 1,433,731 1,272,084
--------- --------- ----------- -----------
Earnings from operations (18,552) (20,023) 148,612 164,895
--------- --------- ----------- -----------
Interest expense (21,652)f) (21,523)f) 76,268 81,437
--------- --------- ----------- -----------
Pretax earnings (loss) 3,100 1,500 72,344 83,458
--------- --------- ----------- -----------
Income tax expense (1,100) (525) (28,277) (34,312)
Earnings (loss) from operations before
minority interest and extraordinary
loss on early extinguishment of debt 2,000 975 44,067 49,146
Minority interest 2,410 10,528 2,410 10,528
--------- --------- ----------- -----------
Earnings (loss) before extraordinary loss
on early extinguishment of debt 4,410 11,503 46,477 59,674
--------- --------- ----------- -----------
See accompanying notes.
-26-
NOTE 11 - CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS,CONTINUED
NINE MONTHS ENDED DECEMBER 31 (UNAUDITED)
AMERCO AND CONSOLIDATED SAC HOLDING CORPORATION AND
SUBSIDIARIES CONSOLIDATED SUBSIDIARIES
(AMERCO) (SAC HOLDINGS)
---------------------------- ----------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(IN THOUSANDS) (IN THOUSANDS)
Extraordinary loss on early extinguishment
of debt, net of tax of $1,160 -- (2,121) -- --
----------- ----------- ----------- -----------
Net earnings $ 46,477 $ 57,553 $ (4,410) $ (11,503)
=========== =========== =========== ===========
Basic and diluted earnings per common share:
Earnings before extraordinary loss on
early extinguishment of debt
Extraordinary loss on early
extinguishment of debt, net
Net earnings
Basic and diluted average common
shares outstanding
ADJUSTMENTS AND
ELIMINATIONS
----------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
(IN THOUSANDS) (IN THOUSANDS, EXCEPT
SHARE AND PER SHARE DATA)
Extraordinary loss on early extinguishment
of debt, net of tax of $1,160 -- -- -- (2,121)
----------- ----------- ----------- -----------
Net earnings $ 4,410 $ 11,503 $ 46,477 $ 57,553
=========== =========== =========== ===========
Basic and diluted earnings per common share:
Earnings before extraordinary loss on
early extinguishment of debt 1.74 2.32
Extraordinary loss on early
extinguishment of debt, net -- (0.10)
----------- -----------
Net earnings $ 1.74 $ 2.22
=========== ===========
Basic and diluted average common
shares outstanding 21,092,225 21,539,821
=========== ===========
See accompanying notes.
-27-
NOTE 11 - CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
QUARTERS ENDED DECEMBER 31 (UNAUDITED)
AMERCO AND CONSOLIDATED SAC HOLDING CORPORATION AND
SUBSIDIARIES CONSOLIDATED SUBSIDIARIES
(AMERCO) (SAC HOLDINGS)
------------------------ ------------------------
2001 2000 2001 2000
--------- --------- --------- ---------
(IN THOUSANDS) (IN THOUSANDS)
Revenues:
Rental revenue $ 279,114 $ 270,775 $ 24,810 $ 23,292
Net sales 40,284 41,117 4,534 3,600
Premiums 105,381 88,607 -- --
Net investment and interest income 21,142 25,478 -- --
--------- --------- --------- ---------
Total revenues 445,921 425,977 29,344 26,892
--------- --------- --------- ---------
Costs and expenses:
Operating expenses 256,496 258,200 14,993 13,603
Cost of sales 23,950 21,626 2,440 2,771
Benefits and losses 95,487 74,863 -- --
Amortization of deferred policy
acquisition costs 11,413 8,554 -- --
Lease expense 42,905 45,859 175 193
Depreciation, net 27,923 25,067 2,571 2,225
--------- --------- --------- ---------
Total costs and expenses 458,174 434,169 20,179 18,792
--------- --------- --------- ---------
Earnings (loss) from operations (12,253) (8,192) 9,165 8,100
--------- --------- --------- ---------
Interest expense 17,986 21,235 11,795 13,581
--------- --------- --------- ---------
Pretax loss (30,239) (29,427) (2,630) (5,481)
--------- --------- --------- ---------
Income tax benefit (expense) 10,027 10,256 (197) (412)
Earnings (loss) from operations before
minority interest and extraordinary
loss on early extinguishment of debt (20,212) (19,171) (2,827) (5,893)
Minority interest -- -- -- --
--------- --------- --------- ---------
Net loss before extraordinary loss
on early extinguishment of debt (20,212) (19,171) (2,827) (5,893)
--------- --------- --------- ---------
ADJUSTMENTS AND
ELIMINATIONS
------------------------ --------- ---------
2001 2000 2001 2000
--------- --------- --------- ---------
(IN THOUSANDS) (IN THOUSANDS, EXCEPT
SHARE AND PER SHARE DATA)
Revenues:
Rental revenue $ (1,801)e) $ (1,655)e) $ 302,123 $ 292,412
Net sales -- -- 44,818 44,717
Premiums -- -- 105,381 88,607
Net investment and interest income (6,054)f) (6,594)f) 15,088 18,884
--------- --------- ---------- ---------
Total revenues (7,855) (8,249) 467,410 444,620
--------- --------- ---------- ---------
Costs and expenses:
Operating expenses (1,801)e) (1,655)e) 269,688 270,148
Cost of sales -- -- 26,390 24,397
Benefits and losses -- -- 95,487 74,863
Amortization of deferred policy
acquisition costs -- -- 11,413 8,554
Lease expense -- -- 43,080 46,052
Depreciation, net (1,000)d) (500)d) 29,494 26,792
--------- --------- ----------- ---------
Total costs and expenses (2,801) (2,155) 475,552 450,806
--------- --------- ----------- ---------
Earnings (loss) from operations (5,054) (6,094) (8,142) (6,186)
--------- --------- ----------- ---------
Interest expense (6,054)f) (6,594)f) 23,727 28,222
--------- --------- ----------- ---------
Pretax loss 1,000 500 (31,869) (34,408)
--------- --------- ----------- ---------
Income tax benefit (expense) (350) (175) 9,480 9,669
Earnings (loss) from operations before
minority interest and extraordinary
loss on early extinguishment of debt 650 325 (22,389) (24,739)
Minority interest 2,177 5,568 2,177 5,568
--------- --------- ----------- ---------
Net loss before extraordinary loss
on early extinguishment of debt 2,827 5,893 (20,212) (19,171)
--------- --------- ----------- ---------
See accompanying notes.
-28-
NOTE 11 - CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS, CONTINUED
QUARTERS ENDED DECEMBER 31 (UNAUDITED)
AMERCO AND CONSOLIDATED SAC HOLDING CORPORATION AND
SUBSIDIARIES CONSOLIDATED SUBSIDIARIES
(AMERCO) (SAC HOLDINGS)
------------------------ ------------------------
2001 2000 2001 2000
--------- --------- --------- ---------
(IN THOUSANDS) (IN THOUSANDS)
Extraordinary loss on early extinguishment
of debt, net of tax of $1,160 -- (2,121) -- --
--------- --------- --------- ---------
Net loss $ (20,212) $ (21,292) $ (2,827) $ (5,893)
========= ========= ========= =========
Basic and diluted earnings per common share:
Earnings before extraordinary loss on
early extinguishment of debt
Extraordinary loss on early
extinguishment of debt, net
Net loss
Basic and diluted average common
shares outstanding
ADJUSTMENTS AND
ELIMINATIONS
------------------------ --------- ---------
2001 2000 2001 2000
--------- --------- --------- ---------
(IN THOUSANDS) (IN THOUSANDS, EXCEPT
SHARE AND PER SHARE DATA)
Extraordinary loss on early extinguishment
of debt, net of tax of $1,160 -- -- -- (2,121)
--------- --------- --------- ---------
Net loss $ 2,827 $ 5,893 $ (20,212) $ (21,292)
========= ========= ========== ===========
Basic and diluted earnings per common share:
Earnings before extraordinary loss on
early extinguishment of debt (1.12) (1.05)
Extraordinary loss on early
extinguishment of debt, net -- (0.10)
----------- ----------
Net loss $ (1.12) $ (1.15)
=========== ===========
Basic and diluted average common
shares outstanding 20,892,342 21,406,688
=========== ===========
See accompanying notes.
-29-
AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
CONSOLIDATED SUBSIDIARIES
Note 11 - Notes to Consolidating Information
December 31, 2001 and 2000
a) To eliminate the investment of AMERCO stock held by SAC Holdings.
b) To eliminate notes payable and other liabilities payable to AMERCO from
SAC Holdings.
c) To eliminate minority interest investment held by RepWest and Oxford.
d) To eliminate the gain on sale of assets and related deferred taxes from
AMERCO to SAC Holdings
e) To eliminate management fees received by AMERCO from SAC Holdings.
f) To eliminate interest income received by AMERCO from SAC Holdings.
30
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Quarterly report on Form 10-Q/A contains forward-looking
statements. Additional written or oral forward-looking statements may be made by
AMERCO or the consolidated group from time to time in filings with the
Securities and Exchange Commission or otherwise. Management believes such
forward-looking statements are within the meaning of the safe-harbor provisions.
Such statements may include, but are not limited to, projections of revenues,
income or loss, estimates of capital expenditures, the anticipated results of
legal proceedings against the Company, plans for future operations, products or
services and financing needs or plans, 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; changes in
government regulations, particularly environmental regulations; our credit
ratings; changes in demand for our products; changes in the general domestic
economy; degree and nature of our competition; and other factors described in
this Quarterly Report on Form 10-Q/A or the other documents we file with the
Securities and Exchange Commission. As a result of these factors AMERCO's stock
price may fluctuate dramatically.
GENERAL
Information on industry segments is incorporated by reference from
"Item 1. Financial Statements - Notes 1, 3 and 9 of Notes to Condensed
Consolidated Financial Statements". The notes discuss the principles of
combination and 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.
For a discussion of new accounting standards please refer to Note 8 of
the Consolidated Financial Statements.
31
RESULTS OF OPERATIONS
NINE MONTHS ENDED DECEMBER 31, 2001 VERSUS NINE MONTHS ENDED DECEMBER 31, 2000
MOVING AND STORAGE OPERATIONS
Adjustments
and
AMERCO SAC Holdings Eliminations Total
-----------------------------------------------------------------
(in thousands)
Nine months ended
December 31, 2001
Revenues:
Outside $ 1,152,824 94,671 (27,341) 1,220,154
Intersegment -- -- -- --
----------- ------- -------- ---------
Total revenues $ 1,152,824 94,671 (27,341) 1,220,154
Depreciation/amortization $ 78,824 6,705 (3,100) 82,429
Interest expense $ 58,842 39,078 (21,652) 76,268
Pretax earnings (loss) $ 67,935 (4,102) 3,100 66,933
Income tax expense $ (25,399) (308) (1,100) (26,807)
Identifiable assets $ 1,493,042 577,285 (402,725) 1,667,602
Adjustments
and
AMERCO SAC Holdings Eliminations Total
-----------------------------------------------------------------
(in thousands)
Nine months ended
December 31, 2000
Revenues:
Outside $ 1,126,987 74,705 (26,046) 1,175,646
Intersegment -- -- -- --
----------- ------- -------- ---------
Total revenues $ 1,126,987 74,705 (26,046) 1,175,646
Depreciation/amortization $ 77,721 5,295 (1,500) 81,516
Interest expense $ 65,287 37,673 (21,523) 81,437
Pretax earnings (loss) $ 79,752 (10,699) 1,500 70,553
Income tax expense $ (29,235) (804) (525) (30,564)
Extraordinary loss on early
extinguishment of debt $ (2,121) -- -- (2,121)
Identifiable assets $ 1,451,906 522,839 (365,437) 1,609,308
AMERCO
Revenues consist of rental revenues and net sales. Total rental revenue
was $976.1 million and $949.6 million for the nine months ended December 31,
2001 and 2000, respectively. Net revenues from the rental of moving equipment
increased by $18.9 million. The increase was primarily attributable to higher
truck and trailer rental revenues and storage revenues, caused by increases in
prices and improvements in fleet utilization and storage occupancy.
Net sales revenues were $158.5 million and $155.0 million for the nine
months ended December 31, 2001 and 2000, respectively. Revenue growth resulted
from an increase in the sale of moving support items and an increase in the sale
of propane.
Cost of sales was $89.1 million and $87.6 million for the nine months
ended December 31, 2001 and 2000, respectively.
Operating expenses before intercompany eliminations were $768.0 million
and $743.8 million for the nine months ended December 31, 2001 and 2000,
respectively. Increased expenditure levels for personnel and rental equipment
maintenance, due to an increase in truck rental transactions, were primarily
responsible.
Net depreciation expense was $73.1 million and $59.8 million for the
nine months ended December 31, 2001 and 2000, respectively. The increase
reflects depreciation on the rental truck fleet.
Operating profit before tax and intercompany elimination was $94.2
million and $102.5 million for the nine months ended December 31, 2001 and 2000,
respectively.
32
SAC HOLDINGS
Rental revenues of $77.8 million and $63.2 million were recognized
during the nine months ended December 31, 2001 and 2000, respectively. Increased
facility capacity through the acquisition of new locations and increased storage
rates accounted for the increase. The occupancy of existing storage locations
has remained stable.
Net sales revenue was $16.9 million and $11.5 million for the nine
months ended December 31, 2001 and 2000, respectively. The growth is related to
the acquisition of new locations.
Operating expense were $44.0 million and $34.8 million for the nine
months ended December 31, 2001 and 2000, respectively. Personnel costs,
liability insurance, property taxes and utility expenses all increased
proportionately in relation to the increased revenues from the acquisition of
new locations.
Net depreciation expense was $6.7 million and $5.3 million for the nine
months ended December 31, 2001 and 2000, respectively. The increase is
attributed to the acquisition of new locations.
Operating profit before interest and tax were $35.0 million and $27.0
million for the nine months ended December 31, 2001 and 2000, respectively.
AMERCO'S REAL ESTATE OPERATIONS
Rental revenue before intercompany eliminations was $52.3 million and
$54.1 million for the nine months ended December 31, 2001 and 2000,
respectively. Intercompany revenue was $48.3 million and $52.6 million for the
nine months ended December 31, 2001 and 2000, respectively.
Net investment and interest income was $6.9 million and $7.8 million
for the nine months ended December 31, 2001 and 2000, respectively.
Net depreciation expense (income) was $(4.3) million and $9.7 million
for the nine months ended December 31, 2001 and 2000, respectively. The decrease
is due to an increase in the gain from the sale of property plant and equipment.
Operating profit before tax and intercompany elimination was $31.1
million and $10.5 million for the nine months ended December 31, 2001 and 2000,
respectively. The increase mainly reflects a gain of $12.5 million on sales of
property plant and equipment and a decrease in net lease cost.
PROPERTY AND CASUALTY
RepWest's premiums were $193.0 million and $135.7 million for the nine
months ended September 30, 2001 and 2000, respectively. General agency premiums
were $86.5 million and $37.5 million for the nine months ended September 30,
2001 and 2000, respectively. The change from 2000 to 2001 was the result of two
agency programs, Non-Standard Auto and Transportation, which are responsible for
$35.7 million of the increase. In addition, commercial agency business increased
by $11.7 million for the same period. Assumed treaty reinsurance premium was
$52.0 million and $50.5 million for the nine months ended September 30, 2001 and
2000, respectively. Of this increase, $8.1 million is associated with two
Non-Standard Auto treaties, offset by a $5.1 million decrease in Crop Hail
Premiums along with an additional $1.4 million decrease resulting from the
non-renewal of numerous treaties in 2001. Direct Multiple Peril premiums were
$26.0 million and $19.5 million for the nine months ended September 30, 2001 and
2000, respectively. The change from 2000 is a result of rate increases across
the entire book of business. Rental industry revenue was $28.5 million and $28.2
million for the nine months ended September 30, 2001 and 2000, respectively.
Net investment income was $24.0 million and $23.7 million for the nine
months ended September 30, 2001 and 2000, respectively.
Benefits and losses were $188.3 million and $116.4 million for the nine
months ended September 30, 2001 and 2000, respectively. This increase is due to
the Non-Standard Auto, Transportation and commercial agency programs, as well as
to the assumed treaty reinsurance and Direct Multiple Peril business.
The amortization of deferred acquisition costs (DAC) was $17.8 million
and $10.1 million for the nine months ended September 30, 2001 and 2000,
respectively. The increase is mainly due to the premium growth and resultant
deferral of acquisition expenses in 2000 for the assumed treaty and general
agency programs.
33
Operating expenses were $42.6 million and $37.8 million for the nine
months ended September 30, 2001 and 2000, respectively. The increase is a result
of commissions on new agency business premium and premium taxes resulting from
increased premium writings.
Operating loss before tax and intercompany elimination was $31.7
million and $4.9 million for the nine months ended September 30, 2001 and 2000,
respectively. The decrease is mainly attributable to a significant increase in
incurred losses associated with Direct Multiple Peril, assumed treaty business
and increased operating expense, offset by an increase in earned premiums.
LIFE INSURANCE
Net premiums were $119.7 million and $78.3 million for the nine months
ended September 30, 2001 and 2000, respectively. Medicare Supplement premiums
increased by $41.3 million; driven by new business, rate increases, and the
acquisition of Christian Fidelity Life Insurance Company (CFLIC).
Net investment income before intercompany eliminations was $19.0
million and $18.2 million for the nine months ended September 30, 2001 and 2000,
respectively. The increase was primarily due to realized gains, offset by
decreasing market interest rates.
Benefits incurred were $88.0 million and $54.2 million for the nine
months ended September 30, 2001 and 2000, respectively. This increase is
primarily due to a greater volume of Medicare supplement business in force from
the acquisition of CFLIC and new business, which accounts for $27.2 million and
$6.2 million, respectively.
Amortization of DAC and the value of business acquired (VOBA) was $14.5
million and $15.0 million for the nine months ended September 30, 2001 and 2000,
respectively. The decrease is primarily due to a smaller volume of credit
insurance written.
Operating expenses were $30.2 million and $19.9 million for the nine
months ended September 30, 2001 and 2000, respectively. Commissions and premium
taxes have increased $7.0 million and personnel and other operating expenses,
net of fees collected, increased by $2.8 million primarily due to the increase
in Medicare supplement business, of which the acquisition of CFLIC accounts for
the majority of the increase.
Operating profit before tax and intercompany eliminations was $6.0
million and $7.4 million for the nine months ended September 30, 2001 and 2000,
respectively. The decrease is primarily due to smaller spreads from the deferred
annuity business and higher loss ratios for the credit insurance business;
offset by loss ratio improvements in Medicare supplement.
INTEREST EXPENSE
AMERCO
Interest expense was $58.8 million and $65.3 million for the nine
months ended December 31, 2001 and 2000, respectively. The decrease can be
attributed to lower cost of funds on borrowed money.
SAC HOLDINGS
Interest expense was $39.1 million and $37.7 million for the nine
months ended December 31, 2001 and 2000, respectively. The increase is due to
higher amounts of debt outstanding due to the acquisition of new locations.
CONSOLIDATED GROUP
As a result of the foregoing, pretax earnings totaled $72.3 million and
$83.5 million for the nine months ended December 31, 2001 and 2000,
respectively. After providing for income taxes, net earnings were $44.1 million
and $49.1 million for the nine months ended December 31, 2001 and 2000,
respectively. Following adjustments for an extraordinary loss from the early
extinguishment of debt of $2.1 million for the nine months ended December 31,
2000 and elimination of SAC Holdings, net earnings were $46.5 and $57.6 for the
nine months ended December 31, 2001 and 2000, respectively. The net earnings of
SAC Holdings are completely eliminated because AMERCO does not have an equity
interest in SAC Holdings. The presentation of consolidated statements is due to
a revised interpretation of ETIF 90-15 by the AMERCO's independent public
accountants. AMERCO agrees with this interpretation.
34
QUARTER ENDED DECEMBER 31, 2001 VERSUS QUARTER ENDED DECEMBER 31, 2000
MOVING AND STORAGE OPERATIONS
Adjustments
and
AMERCO SAC Holdings Eliminations Total
-----------------------------------------------------------------
(in thousands)
Quarter ended
December 31, 2001
Revenues:
Outside $ 319,027 29,344 (7,855) 340,516
Intersegment -- -- -- --
----------- ------- -------- ---------
Total revenues $ 319,027 29,344 (7,855) 340,516
Depreciation/amortization $ 26,404 2,571 (1,000) 27,975
Interest expense $ 17,986 11,795 (6,054) 23,727
Pretax loss $ (28,010) (2,630) 1,000 (29,640)
Income tax benefit (expense) $ 9,009 (197) (350) 8,462
Identifiable assets $ 1,493,042 577,285 (402,725) 1,667,602
Adjustments
and
AMERCO SAC Holdings Eliminations Total
-----------------------------------------------------------------
(in thousands)
Quarter ended
December 31, 2000
Revenues:
Outside $ 320,572 26,892 (8,249) 339,215
Intersegment -- -- -- --
----------- ------- -------- ---------
Total revenues $ 320,572 26,892 (8,249) 339,215
Depreciation/amortization $ 29,035 2,225 (500) 30,760
Interest expense $ 21,235 13,581 (6,594) 28,222
Pretax loss $ (27,593) (5,481) 500 (32,574)
Income tax benefit (expense) $ 9,454 (412) (175) 8,867
Extraordinary loss on early
extinguishment of debt $ (2,121) -- -- (2,121)
Identifiable assets $ 1,451,906 522,839 (365,437) 1,609,308
AMERCO
Revenues consist of rental revenues and net sales. Total rental revenue
was $273.7 million and $270.5 million for the quarters ended December 31, 2001
and 2000, respectively. Net revenues from the rental of moving related equipment
increased by $2.8 million. This increase is primarily attributable to higher
truck and trailer rental revenues and storage revenues, caused by increases in
prices and improvements in fleet utilization and storage occupancy.
Net sales revenues were $40.3 million and $41.0 million for the
quarters ended December 31, 2001 and 2000, respectively.
Cost of sales was $23.9 million and $21.6 million for the quarters
ended December 31, 2001 and 2000, respectively.
Operating expenses before intercompany elimination were $247.0 million
and $252.0 million for the quarters ended December 31, 2001 and 2000,
respectively. The decrease reflects lower rental equipment and building
maintenance expenditures.
Net depreciation expense was $26.2 million and $20.7 million for the
quarters ended December 31, 2001 and 2000, respectively. The increase reflects
an increase in depreciation recognized on the rental truck fleet.
Operating loss before tax and intercompany elimination was $18.0
million and $19.1 million for the quarters ended December 31, 2001 and 2000,
respectively. The increase reflects increases in revenues over increases in
operating expenses.
SAC HOLDINGS
Rental revenues of $24.8 million and $23.3 million were recognized
during the quarters ended December 31, 2001 and 2000, respectively. Increased
facility capacity through the acquisition of new locations and increased storage
rates accounted for the increase. The occupancy of existing storage locations
has remained stable.
35
Net sales revenue was $4.5 million and $3.6 million for the quarters
ended December 31, 2001 and 2000, respectively. The growth is related to the
acquisition of new locations.
Operating expense were $15.0 million and $13.6 million for the quarters
ended December 31, 2001 and 2000, respectively. Personnel costs, liability
insurance, property taxes and utility all increased proportionately in relation
to the increased revenues from acquisition of new locations.
Net depreciation expense was $2.6 million and $2.2 million for the
quarter ended December 31, 2001 and 2000, respectively. The increase is
attributed to acquisition of new locations.
Operating profit before interest and tax were $9.2 million and $8.1
million for the quarters ended December 31, 2001 and 2000, respectively.
AMERCO'S REAL ESTATE OPERATIONS
Rental revenue before intercompany eliminations was $17.4 million and
$18.0 million for the quarters ended December 31, 2001 and 2000, respectively.
Intercompany revenue was $12.0 million and $17.8 million for the quarters ended
December 31, 2001 and 2000, respectively.
Net investment and interest income was $2.1 million and $2.7 million
for the quarters ended December 31, 2001 and 2000, respectively.
Net depreciation expense was $1.7 million and $4.4 million for the
quarters ended December 31, 2001 and 2000, respectively. The decrease reflects
the gain realized from the sale of property plant and equipment.
Operating profit before tax and intercompany elimination was $8.4
million and $2.4 million for the quarters ended December 31, 2001 and 2000,
respectively. The increase reflects increases in the sale of property plant and
equipment and a decrease in net lease cost.
PROPERTY AND CASUALTY
RepWest's premiums were $64.7 million and $63.4 million for the
quarters ended September 30, 2001 and 2000, respectively. General agency
premiums were $23.7 million and $17.3 million for the quarters ended September
30, 2001 and 2000, respectively. The change from 2000 to 2001 was the result of
Non-Standard Auto, Transportation and commercial agency programs, which are
responsible for $6.0 million of the increase. Assumed treaty reinsurance premium
were $20.3 million and $27.5 million for the quarters ended September 30, 2001
and 2000, respectively. This decrease is mainly attributable to a $4.4 million
decrease in Crop Hail premiums from 2000 to 2001. Direct Multiple Peril Premiums
were $10.0 million and $7.4 million for the quarters ended September 30, 2001
and 2000, respectively. This increase is a result of rate increases that took
effect in the third quarter of 2001.
Net investment income was $8.1 million and $8.0 million for the
quarters ended September 30, 2001 and 2000, respectively.
Benefits and losses incurred were $65.6 million and $56.3 million for
the quarters ended September 30, 2001 and 2000, respectively. The increase is a
result of Non-Standard Auto and Transportation general agency and Direct
Multiple Peril programs, offset by a decrease in Crop Hail business.
The amortization of DAC was $6.2 million and $3.8 million for the
quarters ended September 30, 2001 and 2000, respectively. The increase is due to
the increase in premium writings.
Operating expenses were $13.8 million and $18.0 million for the
quarters ended September 30, 2001 and 2000, respectively. The change is due to
decreased commission expense resulting from a commission cap that was reached on
Non-Standard Auto business, the non-renewal of numerous assumed reinsurance
treaties and a decrease in DAC, offset by an increase in general and
administrative expenses resulting from taxes associated with increased premium
writings.
36
Operating loss before tax and intercompany elimination was $12.8
million and $6.8 million for the quarters ended September 30, 2001 and 2000,
respectively. The decrease is mainly attributable to an increase in incurred
losses associated with Direct Multiple Peril business, along with a decrease in
the capitalization of DAC, offset by an increase in earned premiums and a
decrease in operating expenses.
LIFE INSURANCE
Net premiums were $42.2 million and $26.8 million for the quarters
ended September 30, 2001 and 2000, respectively. Medicare Supplement premiums
increased by $15.0 million from new business, rate increases and the acquisition
of CFLIC.
Net investment income before intercompany eliminations was $5.8 million
for the quarters ended September 30, 2001 and 2000.
Benefits were $29.9 million and $18.5 million for the quarters ended
September 30, 2001 and 2000, respectively. $11.7 million of the increase is due
to a greater volume of Medicare supplement business in force, of which the
acquisition of CFLIC accounts for the majority.
Amortization of DAC and VOBA was $5.2 million and $4.8 million for the
quarters ended September 30, 2001 and 2000, respectively. The increase is due
primarily to annuity DAC amortization.
Operating expenses were $10.8 million and $6.6 million for the quarters
ended September 30, 2001 and 2000, respectively. Commissions and premium taxes
have increased by $2.4 million primarily due to the increase in Medicare
supplement premiums. Personnel and other operating expenses, net of fees
collected, increased by $1.2 million primarily from the acquisition of CFLIC.
Operating profit before tax and intercompany eliminations was $2.1
million and $2.6 million for the quarters ended September 30, 2001 and 2000,
respectively. The decrease is primarily due to smaller spreads on the deferred
annuity business and higher loss ratios on the credit disability business offset
by improved loss ratios for the Medicare supplement business.
INTEREST EXPENSE
AMERCO
Interest expense was $18.0 million and $21.2 million for the quarters
ended December 31, 2001 and 2000, respectively. The decrease can be attributed
to lower cost of funds on borrowed money.
SAC HOLDINGS
Interest expense was $11.8 million and $13.6 million for the quarters
ended December 31, 2001 and 2000, respectively. The decrease is due to lower
cost of funds on borrowed money.
CONSOLIDATED GROUP
As a result of the foregoing, pretax loss was $31.9 million and $34.4
million for the quarters ended December 31, 2001 and 2000, respectively. After
providing for income taxes, net loss was $22.4 million and $24.7 million for the
quarters ended December 31, 2001 and 2000, respectively. Following adjustments
for an extraordinary loss from the early extinguishment of debt of $2.1 million
for the quarter ended December 31, 2000 and the elimination of SAC Holdings, the
net loss was $20.2 million and $21.3 million for the quarters ended December 31,
2001 and 2000, respectively.
37
LIQUIDITY AND CAPITAL RESOURCES
AMERCO'S MOVING AND STORAGE OPERATIONS
To meet the needs of its customers, U-Haul maintains a large inventory
of rental items. In the nine months ended December 31, 2001 and 2000, capital
expenditures were $144.1 million and $280.3 million, respectively (See note 7
for additional discussion). These expenditures primarily reflect the renewal of
the rental truck fleet. The capital required to fund these acquisitions was
obtained through internally generated funds from operations and through lease
financings.
Cash provided by operating activities was $82.3 million and $27.5
million for the nine months ended December 31, 2001 and 2000, respectively. The
increase resulted primarily from a decrease in accounts receivable and an
increase in accrued liabilities.
At December 31, 2001, total outstanding notes and loans payable was
$1,132.6 million as compared to $1,156.8 million at March 31, 2001.
AMERCO'S REAL ESTATE OPERATIONS
Cash provided (used) by operating activities was $(36.4) million and
$77.6 million for the nine months ended December 31, 2001 and 2000,
respectively. The decrease resulted from a decrease in accrued liabilities.
PROPERTY AND CASUALTY
Cash provided (used) by operating activities was $(32.0) million and
$20.3 million for nine months ended September 30, 2001 and 2000, respectively.
This change resulted from increased accounts receivable, other assets, unearned
premium reserve and decreased net income from December 2000 to September 2001,
offset by an increase in loss and loss adjusting expense reserves and
reinsurance payables from December 2000 to September 2001.
RepWest's cash and cash equivalents and short-term investment portfolio
were $6.3 million and $12.0 million at September 30, 2001 and 2000,
respectively. The decrease is a result of an increase in claim payments.
RepWest maintains a diversified securities investment portfolio,
primarily in bonds, at varying maturity levels with 87.0% 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 strong with current invested assets equal to 83.7% of total
liabilities.
The liability for reported and unreported losses is based upon company
historical and industry averages. Unpaid loss adjustment expenses are based on
historical ratios of loss adjustment expenses paid to losses paid. Unpaid loss
and loss expenses are not discounted.
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 $4.8 million and
$(0.3) million for the nine months ended September 30, 2001 and 2000,
respectively. The increase in cash flows from operating activities relates to
increased premium writings and the timing of a settlement offset by higher claim
payments. Cash provided by financing activities was $32.1 million and $7.2
million for the nine months ended September 30, 2001 and 2000, respectively.
Cash flows from deferred annuity sales increase investment contract deposits,
which are a component of financing activities. The increase in investment
contract deposits over 2000 is due to growth in new deposits offset by
withdrawals and terminations of existing deposits.
In addition to cash flows from operating and financing activities, a
substantial amount of liquid funds is available through Oxford's short-term
portfolio. Short-term investments were $74.0 million and $59.7 million for the
nine months ended September 30, 2001 and 2000, respectively. Management believes
that the overall sources of liquidity will continue to meet foreseeable cash
needs.
SAC HOLDINGS
Cash used by operating activities was $12.7 million and $0.3 million
for the nine months ended December 31, 2001 and 2000, respectively.
At December 31, 2001, total outstanding notes and mortgages payable
were $561.6 million compared to $504.2 million at March 31, 2001.
38
The SAC Holdings intends to meet its current debt obligations through
cash flows, generated from its operating activities.
CONSOLIDATED GROUP
At December 31, 2001, total outstanding notes and mortgages payable for
AMERCO and consolidated subsidiaries was $1,132.6 million compared to $1,156.8
million at March 31, 2001. At December 31, 2001, total outstanding notes and
mortgages payable for SAC Holdings and consolidated subsidiaries was $561.6
million compared to $504.2 million at March 31, 2001. SAC Holdings loan
agreements have no guarantees, or triggers that could create a guarantee, from
AMERCO. SAC Holdings' creditors have no recourse to AMERCO. AMERCO is not liable
for the debts of SAC Holdings. Further, there are no cross default provisions on
indebtedness between AMERCO and SAC Holdings.
AMERCO has no (and has never had any) ownership interest in SAC
Holdings or its subsidiaries. The presentation of the consolidated statements
has no bearing or consideration to the credit agreements or the operations of
each. The accounts of AMERCO and SAC Holdings are presented as consolidated due
to a revised interpretation of EITF 90-15 by the Company's independent public
accountants.
During each of the fiscal years ended March 31, 2002, 2003 and 2004,
AMERCO estimates gross capital expenditures will average approximately $200
million primarily reflecting rental fleet rotation. This level of capital
expenditures, consolidated with a potential range of $150 - $300 million in
annual long-term debt maturities during this same period, are expected to create
annual average funding needs of approximately $350 - $500 million. The Company
plans to meet these needs through the cash flows, asset sales and various
current and future sources of credit (See Credit Agreements discussion below).
AMERCO has historically enjoyed a substantial and predictable level of cashflow
(EBITDAR) from its non-insurance subsidiaries. These cashflows are dependent on
revenues and expenses that can be impacted by economic trends. In the past, the
Company has not been as affected by these economic trends as other businesses.
Cashflow (defined as EBITDAR) is anticipated to range approximately from $400
million to $425 million annually. The sale of assets is less predictable and
substantially lower than the cashflows. The sale of assets is dependant upon
economic conditions, the amount and nature of sale and leaseback transactions
and AMERCO's fleet rotation program. In many cases, a decline in asset sales is
accompanied by a decrease in capital expenditures.
The Company intends to meet these needs through cash flows, existing
lines of credit, additional borrowings and sale of assets. We may be unable to
secure such additional borrowings on satisfactory terms or in a timely manner.
Depending on the results of our operations, and general and economic competitive
conditions, many of which we cannot control, we may take certain actions,
including delaying or reducing capital expenditures.
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 the properties from Real Estate and
in general, its willingness to engage in such transactions.
CREDIT AGREEMENTS
AMERCO's 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 December 31, 2001, AMERCO had $1,132.6 million in total notes and loans
payable outstanding and total unutilized lines of credit of approximately $95.0
million. The Company is in the process of refinancing its' $400 million
revolving credit facility. The Company is also in the process of completing a
private unsecured debt placement. In addition to the economic pressures, there
has been a reduction in the number of leasing companies and banks, which has had
a negative impact on the financial markets. This has led to less availability
and higher prices. Management of AMERCO believes there are enough leasing
companies and banks to meet Company's financing needs.
Certain of AMERCO's 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 and placing certain additional
liens on its properties, assets and restricting the issuance of certain types of
preferred stock. At December 31, 2001, AMERCO was in compliance with these
covenants. AMERCO's various credit and financing arrangements are affected by
its credit ratings such that were AMERCO to experience a credit downgrade, the
interest rates that it is charged might be increased, which would result in an
increase in the Company's interest expense and its ability to obtain additional
financing.
39
SAC Holdings' operations are funded by various mortgage loans and
unsecured notes, with interest rates ranging from 8.0% to 13.0%. SAC does not
utilize revolving lines of credit or leasing facilities to finance its
operations or acquisitions. Certain of SAC's agreements contain restrictive
covenants including coverage ratios and incurring additional subsidiary
indebtedness. At December 31, 2001 SAC Holdings was in compliance with all of
these covenants.
Reference is made to Note 5 of Notes to Consolidated Financial
Statements in AMERCO's Annual Report on Form 10-K for the fiscal year ended
March 31, 2001 for additional information about AMERCO's credit agreements.
CRITICAL ACCOUNTING POLICIES
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost and are depreciated
on the straight-line and accelerated methods over the estimated useful lives of
the assets. Building and non-rental equipment have estimated lives ranging from
three to fifty-five years, while rental equipment have estimated lives ranging
from one to twenty years. Maintenance is charged to operating expenses as
incurred, while renewals and betterments are capitalized. Major overhaul costs
are amortized over the estimated period benefited. Gains and losses on
dispositions are netted against depreciation expense when realized. Interest
costs incurred as part of the initial construction of assets are capitalized.
During fiscal year 2002, based on in-depth market analysis, U-Haul increased the
estimated salvage value of certain rental trucks. The effect of the changes
increased net earnings by $2,284,000 ($0.11 per share) for the nine months
ended December 31, 2001. The adjustment reflects management's best estimate,
based on information available, of the estimated salvage value of these rental
trucks.
AMERCO reviews property, plant and equipment for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be fully recoverable through expected undiscounted future operating cash
flows.
The carrying value of AMERCO's real estate that is no longer necessary for use
in its current operations, and available for sale/lease, at March 31, 2001 and
2000, was approximately $27,691,000 and $27,732,000, respectively. Such
properties available for sale are carried at cost, less accumulated
depreciation, which is less than fair market value.
POLICY BENEFITS AND LOSSES, CLAIMS AND LOSS EXPENSES PAYABLE
Liabilities for policy benefits payable on traditional life and certain
annuity policies are established in amounts adequate to meet estimated future
obligations on policies in force. These liabilities are computed using mortality
and withdrawal assumptions which are based upon recognized actuarial tables and
contain margins for adverse deviation.
The liability for annuity contracts, which are accounted for as
investment contract deposits, consists of contract account balances that accrue
to the benefit of the policyholders, excluding surrender charges. Carrying value
of investment contract deposits were $522,207,000 and $461,673,000 at December
31, 2000 and 1999, respectively.
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 consider current claim trends
as well as social and economic conditions.
RepWest's liability for reported and unreported losses is based on
RepWest's historical and industry averages. The liability for unpaid loss
adjustment expenses is based on historical ratios of loss adjustment expenses
paid to losses paid. Amounts recoverable from reinsurers on unpaid losses are
estimated in a manner consistent with the claim liability associated with the
reinsured policy. Adjustments to the liability for unpaid losses and loss
expenses as well as amounts recoverable from reinsurers on unpaid losses are
charged or credited to expense in periods in which they are made.
LEASE EXPENSE
AMERCO uses certain equipment and occupies certain facilities under
operating lease commitments. The majority of the equipment leases are "sale and
leaseback transactions". Certain leases contain renewal and fair market value
purchase options. The leases contain various restrictions similar to the
Company's notes payable and loan agreements. The treatment of these leases is
governed by various accounting pronouncements that include FAS 13, FAS 66 and
FAS 98. Any changes in the treatment of operating leases could have a material
impact on the financial statements AMERCO. At March 31, 2001 the total lease
commitments were approximately $691.7 million.
40
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 for the
fiscal year ended March 31, 2001.
41
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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 cleanup
of underground fuel storage tanks. It is the opinion of management that none of
the suits, claims or proceedings involving AMERCO, individually or in the
aggregate, are expected to result in a material loss.
42
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)
10.1 Management Agreement between Eighteen SAC Self Storage
Corporation and subsidiaries of AMERCO(1)
10.2 Management Agreement between Twenty SAC Self Storage
Corporation and subsidiaries of AMERCO(1)
10.3 Management Agreement between Twenty-One SAC Self Storage
Corporation and subsidiaries of AMERCO(1)
10.4 Management Agreement between Twenty-Two SAC Self Storage
Corporation and subsidiaries of AMERCO(1)
10.5 Management Agreement between Twenty-Three SAC Self Storage
Corporation and subsidiaries of AMERCO(1)
10.6 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.7 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.8 Promissory note between SAC Holding Corporation and Oxford
Life Insurance Company.
10.9 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.10 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.11 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.12 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.13 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.14 Management Agreement between Securespace Limited Partnership
and a subsidiary of AMERCO.
10.15 Purchase and sale agreement between Eighteen SAC Self-Storage
Corporation subsidiaries of AMERCO
10.16 Purchase and sale agreement between Twenty SAC Self-Storage
Corporation, Twenty-One SAC Self-Storage Corporation,
Twenty-Two SAC Self-Storage Corporation, Twenty-Three SAC
Self-Storage Corporation and subsidiaries of AMERCO
(b) Reports on Form 8-K.
No report on Form 8-K was filed during the quarter ended December 31,
2001.
(1) Filed with the original Form 10-Q filing for the quarter ended December
31, 2001, 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.
43
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: March 27, 2002 By: /S/ GARY B. HORTON
------------------------------------
Gary B. Horton, Treasurer
(Principal Financial Officer)
44
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Restated Articles of Incorporation (1)
3.2 Restated By-Laws of AMERCO as of August 27, 1997 (2)
10.1 Management Agreement between Eighteen SAC Self Storage
Corporation and subsidiaries of AMERCO(1)
10.2 Management Agreement between Twenty SAC Self Storage
Corporation and subsidiaries of AMERCO(1)
10.3 Management Agreement between Twenty-One SAC Self Storage
Corporation and subsidiaries of AMERCO(1)
10.4 Management Agreement between Twenty-Two SAC Self Storage
Corporation and subsidiaries of AMERCO(1)
10.5 Management Agreement between Twenty-Three SAC Self Storage
Corporation and subsidiaries of AMERCO(1)
10.6 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.7 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.8 Promissory note between SAC Holding Corporation and Oxford
Life Insurance Company.
10.9 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.10 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.11 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.12 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.13 Promissory note between SAC Holding Corporation and a
subsidiary of AMERCO.
10.14 Management Agreement between Securespace Limited Partnership
and a subsidiary of AMERCO.
10.15 Purchase and sale agreement between Eighteen SAC Self-Storage
Corporation subsidiaries of AMERCO
10.16 Purchase and sale agreement between Twenty SAC Self-Storage
Corporation, Twenty-One SAC Self-Storage Corporation,
Twenty-Two SAC Self-Storage Corporation, Twenty-Three SAC
Self-Storage Corporation and subsidiaries of AMERCO
- ------------
(1) Filed with the original Form 10-Q filing for the quarter ended December 31,
2001, 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.