SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from __________________ to __________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ].
20,514,958 shares of AMERCO Common Stock, $0.25 par value were outstanding at September 30, 2002.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at November 11, 2002.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERCO AND CONSOLIDATED SUBSIDIARIES AND
Condensed Consolidated Balance Sheets
The accompanying notes are an integral part of these consolidated financial statements.
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Condensed Consolidated Balance Sheets, Continued
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Condensed Consolidated Statements of Earnings
Six months ended September 30,
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Condensed Consolidated Statements of Comprehensive Income
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Quarters ended September 30,
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AMERCO AND CONSOLIDATED SUBSIDIARIES
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Condensed Consolidated Statements of Cash Flows
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AMERCO AND CONSOLIDATED SUBSIDIARIES ANDSAC HOLDING CORPORATIONS AND CONSOLIDATEDSUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2002, March 31, 2002 and September 30, 2001(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
AMERCO, a Nevada corporation (AMERCO), is the holding company for U-Haul International, Inc. (U-Haul), which conducts moving and storage operations; Amerco Real Estate Company (Real Estate), which conducts real estate operations; Republic Western Insurance Company (RepWest), which conducts property and casualty insurance operations; and Oxford Life Insurance Company (Oxford), which conducts life insurance operations.
SAC Holding Corporation and SAC Holding II Corporation (SAC Holdings) are Nevada corporations owned by Mark V. Shoen. Mark V. Shoen is the beneficial owner of 16.3% of AMERCO’s common stock and is an executive officer of U-Haul.
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holdings and their subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. AMERCO has made significant loans to SAC Holdings and is entitled to participate in SAC Holdings’ excess cash flow (after senior debt service). All of the equity interest of SAC Holdings is owned by Mark V. Shoen, a significant shareholder and executive officer of AMERCO. AMERCO does not have an equity ownership interest in SAC Holdings, except for investments made by RepWest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties. SAC Holdings are not legal subsidiaries of AMERCO. AMERCO is not liable for the debts of SAC Holdings and there are no default provisions in AMERCO indebtedness that cross-default to SAC Holdings’ obligations. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in AMERCO’s annual financial statements and notes. For a more detailed presentation of the accounts and transactions of AMERCO, refer to AMERCO’s Form 10-K.
The condensed consolidated balance sheet as of September 30, 2002 and the related condensed consolidated statements of earnings, comprehensive income, and cash flows for the six months and quarters ended September 30, 2002 and 2001 are unaudited. In our opinion, all adjustments necessary for a fair presentation of such condensed consolidated financial statements have been included. Such adjustments consisted only of normal recurring items. Interim results are not necessarily indicative of results for a full year.
The accounts of AMERCO and SAC Holdings are consolidated due to SAC Holdings majority owner not qualifying as an independent third party to AMERCO and not maintaining a substantive residual equity investment, exclusive of unrealized appreciation of real estate held by SAC Holdings subsidiaries, in SAC Holdings during the entire period.
The operating results and financial position of RepWest and Oxford have been consolidated on the basis of a calendar year and, accordingly, are determined on a one quarter lag for financial reporting purposes. There were no effects related to intervening events, which would materially affect the consolidated financial position or results of operations for the financial statements presented herein except for a transfer of $7.5 million in cash and $65.5 million in real estate from the non-insurance operating entities to the insurance companies. These transferred assets and any related income or depreciation expense derived therefrom are not included in the consolidated financial statements of AMERCO and SAC Holdings as of September 30, 2002.
Certain reclassifications have been made to the financial statements for the six months and the quarter ended September 30, 2001 to conform with the current period’s presentation.
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Notes to Condensed Consolidated Financial Statements, Continued(Unaudited)
2. INVESTMENTS
A comparison of amortized cost to estimated market value for fixed maturities is as follows:
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3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES
A summarized condensed consolidated balance sheet for RepWest is presented below:
A summarized condensed consolidated income statement for RepWest is presented below:
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3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES, continued
A summarized condensed consolidated balance sheet for Oxford is presented below:
A summarized condensed consolidated income statement for Oxford is presented below:
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4. CONTINGENT LIABILITIES AND COMMITMENTS
During the six months ended September 30, 2002, a subsidiary of AMERCO entered into two transactions whereby the subsidiary sold rental trucks and trailers to unrelated third parties, which were subsequently leased back to an AMERCO subsidiary. AMERCO has guaranteed approximately $3.3 million of residual values at September 30, 2002 for these assets at the end of the lease. Following are the lease commitments for the leases executed during the six months and quarter ended September 30, 2002, and subsequently which have a term of more than one year:
In the normal course of business, AMERCO is a defendant in a number of suits and claims. AMERCO is also a party to several administrative proceedings arising from state and local provisions that regulate the removal and/or clean-up of underground fuel storage tanks. In our opinion, none of such suits, claims or proceedings involving AMERCO, individually, or in the aggregate, are expected to result in a material loss.
Compliance with environmental requirements of federal, state and local governments significantly affects Real Estate’s business operations. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Real Estate is aware of issues regarding hazardous substances on some of its properties. Real Estate regularly makes capital and operating expenditures to stay in compliance with environmental laws and has put in place a remedial plan at each site where it believes such a plan is necessary. Since 1988, Real Estate has managed a testing and removal program for underground storage tanks. Under this program, over 3,000 tanks have been removed at a cost of approximately $44.5 million.
A subsidiary of U-Haul, INW Company (INW), owns one property located within two different state hazardous substance sites in the State of Washington. The sites are referred to as the “Yakima Valley Spray Site” and the Yakima Railroad Area.” INW has been named as a“potentially responsible party” under state law with respect to this property as it relates to both sites. As a result of the cleanup costs of approximately $5.5 to $10.0 million required by the State of Washington, INW filed for reorganization under federal bankruptcy laws in May of 2001. The potential liability to INW could be in the range of $2.0 million to $5.5 million.
Based upon the information currently available, compliance with the environmental laws and the costs of investigation and cleanup of known hazardous waste sites are not expected to have a material adverse affect on AMERCO’s financial position of operating results.
We are currently under IRS examination for the years 1996-1997. The IRS has proposed adjustments to our 1997 and 1996 tax returns in the amount of $233.1 million and $99.0 million, respectively. Nearly all of the adjustments relate to denials of deductions that we
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took for costs incurred in resolution of prior litigation with certain members of the Shoen family and their corporations. We believe these income tax deductions are appropriate and we are vigorously contesting the IRS adjustments. We estimate that if we are unsuccessful in our challenge in all respects, based on our current tax positions, we could incur tax exposure totaling approximately $76.1 million plus interest.
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5. SUPPLEMENTAL CASH FLOWS INFORMATION
The (increase) decrease in receivables, inventories, investments, other assets and other liabilities net of other operating and investing activities follows:
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6. NEW ACCOUNTING STANDARDS
In July 2002, the Financial Accounting Standards Board (“FASB”) issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets.
SFAS 141 supercedes Accounting Principles Board Opinion No. 16 (APB 16), Business Combinations. The most significant changes made by SFAS 141 are: (1) requiring that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, (2) establishing specific criteria for the recognition of intangible assets separately from goodwill, and (3) requiring unallocated negative goodwill to be written off immediately as an extraordinary gain (instead of being deferred and amortized).
SFAS 142 supercedes APB 17, Intangible Assets. SFAS 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their acquisition (i.e., the post-acquisition accounting). The provisions of SFAS 142 will be effective for fiscal years beginning after December 15, 2002. The most significant changes made by SFAS 142 are: (1) goodwill and indefinite lived intangible assets will no longer be amortized, (2) goodwill will be tested for impairment at least annually at the reporting unit level, (3) intangible assets deemed to have an indefinite life will be tested for impairment at least annually, and (4) the amortization period of intangible assets with finite lives will no longer be limited to forty years.
Implementation of SFAS Nos. 141 and 142 did not affect the consolidated financial position or results of operations.
Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations”, requires recognition of the fair value of liabilities associated with the retirement of long-lived assets when a legal obligation to incur such costs arises as a result of the acquisition, construction, development and/or the normal operation of a long-lived asset. Upon recognition of the liability, a corresponding asset is recorded at present value and accreted over the life of the asset and depreciated over the remaining life of the long-lived asset. SFAS 143 defines a legal obligation as one that a party is required to settle as a result of an existing or enacted law, statute, ordinance, or written or oral contract or by legal construction of a contract under the doctrine of promissory estoppel. SFAS 143 is effective for fiscal years beginning after June 15, 2002.
In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFAS 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, are to be applied prospectively. We have adopted this statement effective April 1, 2002 and it did not affect our consolidated financial position or results of operations.
In April 2002, the FASB issued SFAS No. 145, Rescission of No. 4, (Reporting Gains and Losses from Extinguishment of Debt), No. 44 (Accounting for Intangible Assets of Motor Carriers), No. 64, (Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements), Amendment of FASB Statement No. 13 (Accounting for Leases) and Technical Corrections. This statement eliminates the current requirement that gains and losses on debt extinguishement must be classified as extraordinary items in the income statement. Instead, such gains and losses will be classified as extraordinary items only if they are deemed to be unusual and infrequent, in accordance with the current GAAP criteria for extraordinary classification. In addition, SFAS 145 eliminates an inconsistency in lease accounting by requiring that modification of capital leases that result in reclassification as operating leases be accounted for consistent with sale-leaseback accounting rules. The statement also contains other nonsubstantive corrections to authoritative accounting literature. The changes related to debt extinguishment will be effective for fiscal years beginning after May 15, 2002, and the changes related to lease accounting will be effective for transactions occurring after May 15, 2002. Management recognizes the need to reclassify debt extinguishments previously reported as extraordinary.
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In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146, (SFAS 146) “Accounting for Costs Associated with Exit or Disposal Activities”, which addresses accounting for restructuring and similar costs. SFAS 146 supersedes previous accounting guidance, principally Emerging Issues Task Force (EITF) Issue No. 94-3. SFAS 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at the date of a company’s commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS 146 may affect the timing of recognizing future restructuring costs as well as the amount recognized. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. The Company intends to adopt the Statement at that time.
7. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA
Industry Segment Data — AMERCO has four industry segments represented by Moving and Storage Operations (U-Haul), Real Estate (AREC), Property and Casualty Insurance (RepWest) and Life Insurance (Oxford). SAC Holdings has one industry segment, Moving and Storage.
Information concerning operations by industry segment follows:
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7. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA - continued
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Notes to Condensed Consolidated Financial Statements, Continued
7. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
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During September, 2001 the Company consummated a legal transfer of cash in the amount of $7.5 million and real estate properties in the amount of $65.5 million from Moving and Storage Operations and Real Estate to Oxford and RepWest. The transferred assets were recorded by RepWest and Oxford at their original book value; however, because the operating results and financial position of the Company’s insurance operations are reflected on a one quarter lag, the asset and related depreciation expense have not been reflected within the identifiable assets line of the Property/Casualty or Life Insurance segments above. Since the Moving and Storage and Real Estate operations are not reported on a one quarter lag, the assets have been removed from the Real Estate industry segment identifiable assets and are reflected as an adjustment and elimination within the above table for the inclusion within the consolidated company.
8. SUBSEQUENT EVENTS
On October 15, 2002 the Company failed to make a $100 million principal payment and a $3.6 million interest payment due to the Series 1997-C Bond Backed, Asset Trust. On that date, the Company also failed to pay $26.5 million in the aggregate to Citibank and Bank of America in connection with the Series 1997-C bonds. This expense will be recognized in the third fiscal quarter.
As a result of the foregoing, the Company is in default with respect to its other credit arrangements which contain cross-default provisions, including its 3-Year Credit Agreement dated June 28, 2002 (the “Credit Agreement”). In addition to the cross-default under the Credit Agreement, the Company is also in default under that agreement as a result of its failure to obtain incremental net cash proceeds and/or availability from additional financings in the aggregate amount of at least $150.0 million prior to October 15, 2002. The total amount of obligations currently in default (either directly or as a result of a cross-default) is approximately $1,175.4 million.
On November 11, 2002, AMERCO announced that it will not be making the dividend payment to the holders of its Series A 8 1/2% preferred stock due December 1, 2002.
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9. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the quarter and six months ended September 30, 2002, the Company purchased $396,000 and $1.22 million, respectively of printing from Form Builders, Inc. Mark V. Shoen, his daughter and Edward J. Shoen’s sons are major stockholders of Form Builders, Inc.
10. AMERCO AND CONSOLIDATED SUBSIDIARIES ADDITIONAL INFORMATION
* Deferred Policy Acquisition Cost
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10. AMERCO AND CONSOLIDATED SUBSIDIARIES ADDITIONAL INFORMATION continued
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10. AMERCO AND CONSOLIDATED SUBSIDIARIES ADDITIONAL INFORMATION, continued
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AMERCO AND CONSOLIDATED SUBSIDIARIESAdditional InformationConsolidating Balance SheetMarch 31, 2002
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AMERCO AND CONSOLIDATED SUBSIDIARIESAdditional InformationConsolidating Statement of EarningsMarch 31, 2002
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AMERCO AND CONSOLIDATED SUBSIDIARIESAdditional InformationConsolidating Financial StatementsMarch 31, 2002
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Amerco and Consolidated SubsidiariesConsolidating Financial StatementsFor period ending March 31, 2002
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. We may make additional written or oral forward-looking statements from time to time in filings with the Securities and Exchange Commission or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, projections of revenues, income or loss, estimates of capital expenditures, our plans and intentions regarding the recapitalization of our balance sheet and the payment of dividends arrearages, plans for future operations, products or services, financing needs and plans, our perceptions of our legal positions and anticipated outcomes of pending litigation against us, and liquidity as well as assumptions relating to the foregoing. The words “believe”, “expect”, “anticipate”, “estimate”, “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from our expectations are: fluctuations in our costs to maintain and update our fleet and facilities; our inability to refinance our debt; our ability to successfully recapitalize our balance sheet and cure existing defaults of our debt agreements, our ability to continue as a going concern, changes in government regulations, particularly environmental regulations; our credit ratings; the availability of credit; changes in demand for our products; changes in the general domestic economy; the degree and nature of our competition; the resolution of pending litigation against the company; changes in accounting standards; and other factors described in this Quarterly Report on Form 10-Q or the other documents we file with the Securities and Exchange Commission. The above factors, the following disclosures, as well as other statements in this report and in the Notes to Consolidated Financial Statements, could contribute to or cause such differences, or could cause AMERCO’s stock and note prices to fluctuate dramatically.
GENERAL
Information on industry segments is incorporated by reference from — Notes 1, 3 and 8 of “Notes to Condensed Consolidated Financial Statements”. The notes discuss the principles of consolidation, summarized consolidated financial information and industry segment and geographical area data, respectively. In consolidation, all intersegment premiums are eliminated and the benefits, losses and expenses are retained by the insurance companies.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s discussion and analysis of financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, estimates are reevaluated, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include allowances for doubtful accounts, revenue earning vehicles and buildings, self-insured liabilities, income taxes and commitments and contingencies. Our estimates are based on historical experience, observance of trends in particular areas, information and/or valuations available from outside sources and on various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions and conditions.
Accounting policies are considered critical when they are significant and involve difficult, subjective or complex judgments or estimates. We considered the following to be critical accounting policies:
Principles of consolidation — The consolidated financial statements include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holdings and the wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. AMERCO does not have an equity ownership interest in SAC Holdings or any of SAC Holdings’ subsidiaries, except for investments made by Repwest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties. SAC Holdings are not legal subsidiaries of AMERCO. AMERCO is not liable for the debts of SAC Holding and there are no default provisions in AMERCO indebtedness that cross-default to SAC Holding’s obligations.
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Revenue earning vehicles and buildings — Depreciation is recognized in amounts expected to result in the recovery of estimated residual values upon disposal (i.e. no gains or losses). In determining the depreciation rate, we review historical disposal experience and holding periods, and trends in the market. Due to longer holding periods on trucks and the resulting increased possibility of changes in the economic environment and market conditions, these estimates are subject to a greater degree of risk.
Long-lived assets and intangible assets — We review carrying value whenever events or circumstances indicate the carrying values may not be recoverable through projected undiscounted future cash flows. The events could include significant underperformance relative to expected, historical or projected future operating results, significant changes in the manner of using the assets, overall business strategy, significant negative industry or economic trends and non-compliance with significant debt agreements.
Investments — In determining if and when a decline in market value below amortized cost is other than temporary, we review quoted market prices, dealer quotes or a discounted cash flow analysis. Permanent declines in value are recognized in the current period operating results to the extent of the decline.
Insurance Revenue and Expense Recognition — Premiums are recognized as revenue as earned over the terms of the respective policies. Benefits and expenses are matched with recognized premiums to result in recognition over the life of the contracts. This match is accomplished by recording a provision for future policy benefits and unpaid claims and claim adjustment expenses and by amortizing deferred policy acquisition costs. Charges related to services to be performed are deferred until earned. The amounts received in excess of premiums and fees are included in other policyholder funds in the consolidated balance sheets.
Unearned premiums represent the portion of premiums written which relates to the unexpired term of policies. Liabilities for health and disability and other policy claims and benefits payable represent estimates of payments to be made on insurance claims for reported losses and estimates of losses incurred but not yet reported. These estimates are based on past claims experience and current claim trends as well as social and economic conditions such as changes in legal theories and inflation. Due to the nature of underlying risks and the high degree of uncertainty associated with the determination of the liability for future policy benefits and claims, the amounts to be ultimately paid to settle liabilities cannot be precisely determined and may vary significantly from the estimated liability.
Acquisition costs related to insurance contracts have been deferred to accomplish matching against future premium revenue. The costs are charged to current earnings to the extent it is determined that future premiums are not adequate to cover amounts deferred.
RESULTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2002 VERSUS SIX MONTHS ENDED SEPTEMBER 30, 2001
U-HAUL Moving and Storage Operations
Revenues consist of rental revenues and net sales. Total rental revenue are $711.5 million and $699.8 million for the six months ended September 30, 2002 and 2001, respectively.
Net sales revenues were $102.6 million and $118.2 million for the six months ended September 30, 2002 and 2001, respectively. The decrease reflects the sale of stores to SAC Holdings.
Cost of sales are $53.1 million and $65.1 million for the six months ended September 30, 2002 and 2001, respectively. The decrease is due to the sale of stores to SAC Holdings.
Operating expenses before intercompany eliminations were $503.4 million and $518.1 million for the six months ended September 30, 2002 and 2001, respectively. Operating expenses declined due to the sale of stores to SAC Holdings.
Lease expense was $80.0 million and $83.2 million for the six months ended September 30, 2002 and 2001, respectively. This decrease reflects a decline in the number of leased rental trucks.
Net depreciation expense was $50.8 million and $47.3 million for the six months ended September 30, 2002 and 2001, respectively.
Operating profit before intercompany eliminations was $136.6 million and $112.2 million for the six months ended September 30, 2002 and 2001, respectively. The increase is due to improved operations.
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SAC Moving and Storage Operations
Revenues consist of rental revenues and net sales. Total rental revenue is $112.3 million and $65.3 million for the six months ended September 30, 2002 and 2001, respectively. Storage revenues increased $19.16 million due to increased facility capacity through the acquisition of new locations from U-Haul and increased storage rates. Sales increased $15 million due to the addition of stores.
Net sales revenues were $27.9 million and $12.3 million for the six months ended September 30, 2002 and 2001, respectively. This reflects the acquisition of additional stores.
Cost of sales are $12.4 million and $5.9 million for the six months ended Septemeber 30, 2002 and 2001, respectively.
Operating expenses before intercompany eliminations were $62.7 million and $34.6 million for the six months ended September 30, 2002 and 2001, respectively. The increase is due to more stores in operation.
Net depreciation expense was $9.8 million and $4.1 million for the six months ended September 30, 2002 and 2001, respectively. The increase is due to the addition of stores.
Operating profits were $39.9 million and $25.7 million for the six months ended September 30, 2002 and 2001, respectively.
AMERCO’s Real Estate Operations
Rental revenue before intercompany eliminations was $29.7 million and $34.9 million for the six months ended September 30, 2002 and 2001, respectively. Intercompany revenue was $28.3 and $33.6 million for the six months ended September 30, 2002 and 2001, respectively.
Net investment and interest income was $5.0 million and $4.8 million for the six months ended September 30, 2002 and 2001, respectively.
Lease expense was $4.7 million and $6.5 for the six months ended September 30, 2002 and 2001, respectively.
Net depreciation expense was $4.3 million and $(6.0) million for the six month ended September 30, 2002 and 2001, respectively.
Gains on asset sales during fiscal year 2001 resulted in the negative depreciation expense.
Operating profit before intercompany eliminations was $27.6 million and $42.4 million for the six months ended September 30, 2002 and 2001, respectively.
Property and Casualty
RepWest’s premiums were $86.3 million and $128.3 million for the six months ended June 30, 2002 and 2001, respectively. General agency premiums were $34.2 million and $62.8 million for the six months ended June 30, 2002 and 2001, respectively. The decrease from 2001 to 2002 was the result of the elimination of RepWest’s direct Non-Standard Auto and Homeowners business, as well as additional quota share reinsurance on transportation business. Assumed treaty reinsurance premium was $20.4 million and $31.7 million for the six months ended June 30,2002 and 2001, respectively. Rental industry premiums were $18.7 million and $17.8 million for the six months ended June 30, 2002 and 2001, respectively.
Net investment income was $15.3 million and $15.9 million for the six months ended June 30, 2002 and 2001, respectively. The decrease is attributable to lower annual average invested assets.
Benefits and losses incurred were $79.9 million and $122.6 million for the six months ended June 30, 2002 and 2001, respectively. This decrease is attributable to lowered premium writings resulting in less exposure primarily in the non-standard auto and home lines.
The amortization of deferred acquisition costs (DAC) was $11.5 million and $11.6 million for the six months ended June 30, 2002 and 2001, respectively.
Operating expenses were $12.6 million and $28.8 million for the six months ended June 30, 2002 and 2001, respectively. The decrease is a result of decreased commissions on decreased premium writings as well as decreased general and administrative expenses.
Operating loss before intercompany eliminations was $2.5 million and $18.9 million for the six
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months ended June 30, 2002 and 2001, respectively. The decrease is the result of decreased expenses and the cancellation of multiple unprofitable lines of business.
Life Insurance
Net premiums were $80.7 million and $77.5 million for the six months ended June 30, 2002 and 2001, respectively. Oxford increased Medicare supplement premiums by $5.1 million through direct writings and rate management activity. Whole life sales increased $0.6 million from the same period in 2001. Credit insurance premiums decreased $1.7 million for the six months from the previous year. Other business segments had premium decreases totaling $0.8 million. Oxford experienced a ratings decline that will result in a reduction in annuity sales going forward.
Net investment income before intercompany eliminations decreased $5.4 million to $7.8 million due to realized losses on fixed maturities and write downs of fixed maturities whose decline in value is deemed to be other than a temporary decline in value.
Benefits incurred were $60.5 million and $58.1 million for the six months ended June 30, 2002 and 2001, respectively. Medicare supplement incurred benefits increased $3.1 million from a larger population. Credit life and disability benefits increased $0.3 million due to increased frequency. Other health segments had benefits decreases totaling $1.0 million.
Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $10.1 million and $9.3 million for the six months ended June 30, 2002 and 2001, respectively. The increase is from the Medicare supplement and annuity segments.
Operating expenses were $19.8 million and $19.4 million for the six months ended June 30, 2002 and 2001, respectively. General and administrative expenses net of fees collected increased $0.4 million.
Operating profit/(loss) before intercompany eliminations was $(2.0) million and $3.9 million for the six months ended June 30, 2002 and 2001, respectively.
QUARTER ENDED SEPTEMBER 30, 2002 VERSUS QUARTER ENDED SEPTEMBER 30, 2001
Revenues consist of rental revenues and net sales. Total rental revenue was $370.5 million and $365.8 million for the quarters ended September 30, 2002 and 2001, respectively. Storage revenues decreased $3.3 million due to sale of stores to SAC Holdings. Improved pricing contributed to the increase.
Net sales revenues were $49.1 million and $55.8 million for the quarters ended September 30, 2002 and 2001, respectively. The decline in sales is the result of fewer stores operating during fiscal year 2002.
Cost of sales was $25.9 million and $31.3 million for the quarters ended September 30, 2002 and 2001, respectively. The decrease is the result of a reduction in the number of stores in operation.
Operating expenses before intercompany eliminations were $262.7 million and $266.6 million for the quarters ended September 30, 2002 and 2001, respectively.
Lease expense was $41.4 million and $40.7 million for the quarters ended September 30, 2002 and 2001, respectively.
Net depreciation expense was $25.5 million and $20.3 million for the quarters ended September 30, 2002 and 2001, respectively.
Operating profit before intercompany eliminations was $69.1 million and $67.9 million for the quarters ended September 30, 2002 and 2001, respectively.
Revenues consist of rental revenues and net sales. Total rental revenue was $33.6 million and $22.7 million for the quarters ended September 30, 2002 and 2001, respectively. Storage revenues increased $11.0 million due to increased facility capacity through the acquisition of locations and increased storage rates.
Net sales revenues were $13.4 million and $5.9 million for the quarters ended September 30, 2002 and 2001, respectively. The increase is due to the increase in the number of stores in operation.
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Cost of sales was $6.4 million and $3.3 million for the quarters ended September 30, 2002 and 2001, respectively. The increase is attributable to the increased sales volume.
Net depreciation expense was $5.2 million and $2.1 million for the quarters ended September 30, 2002 and 2001, respectively. Depreciation expense has increased as a result of the addition of storage properties.
Operating profit/(loss) was $144,000 and ($1.6 million) for the quarters ended September 30, 2002 and 2001, respectively.
Rental revenue before intercompany eliminations was $16.6 million and $19.9 million for the quarters ended September 30, 2002 and 2001, respectively. Intercompany revenue was $14.3 and $16.9 million for the quarters ended September 30, 2002 and 2001, respectively.
Net investment and interest income was $2.2 million and $2.9 million for the quarters ended September 30, 2002 and 2001, respectively. This decrease correlates to a reduction in Real Estate’s average note and mortgage receivables balance outstanding.
Lease expense was $2.7 million and $3.0 million for the quarters ended September 30, 2002 and 2001, respectively.
Net depreciation expense was $2.1 million and $3.2 million for the quarters ended September 30, 2002 and 2001, respectively. The decrease from 2001 to 2002 reflected a loss on the disposition of assets for 2001 of $0.6 million.
Operating profit before intercompany eliminations was $12.9 million and $27.6 million for the quarters ended September 30, 2002 and 2001, respectively.
RepWest’s premiums were $39.7 million and $66.1 million for the quarters ended June 30, 2002 and 2001, respectively. General agency premiums were $14.0 million and $33.2 million for the quarters ended June 30, 2002 and 2001, respectively. The decrease from 2001 to 2002 was the result of the cancellation of RepWest’s direct Non-Standard Auto and Homeowners business, as well as additional quota share reinsurance on transportation business. Assumed treaty reinsurance premium was $11.1 millions and $15.9 million for the quarters ended June 30, 2002 and 2001, respectively. Rental industry premiums were $9.5 million and $9.3 million for the quarters ended June 30, 2002 and 2001, respectively.
Net investment income was $7.7 million and $7.4 million for the quarters ended June 30, 2002 and 2001, respectively.
Benefits and losses incurred were $34.3 million and $62.4 million for the quarters ended June 30, 2002 and 2001, respectively. This decrease is attributable to lowered premium writings resulting in less exposure primarily in the non-standard auto and home lines.
The amortization of deferred acquisition costs (DAC) was $6.2 million and $6.6 million for the quarters ended June 30, 2002 and 2001, respectively.
Operating expenses were $6.6 million and $17.9 million for the quarters ended June 30, 2002 and 2001, respectively. The decrease is a result of decreased commissions on decreased premium writings as well as decreased general and administrative expenses.
Operating profit / (loss) before intercompany elimination was $0.3 million and $(13.3) million for the quarters ended June 30, 2002 and 2001, respectively. The increase is the result of decreased benefits and losses resulting from the cancellation of unprofitable lines of business, and decreases in general and administrative expense.
Net premiums were $41.0 million and $37.9 million for the quarters ended June 30, 2002 and 2001, respectively. Oxford increased Medicare supplement premiums by $4.0 million through direct writings and rate management activity. Credit insurance premiums decreased $0.4 million for the quarter from the previous year. Other business segments had premium decreases totaling $0.5 million. Oxford experienced a ratings decline that will result in a reduction in annuity sales going forward.
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Net investment income before intercompany eliminations decreased to $2.4 million from $7.0 million primarily due to the write-downs of bonds in the investment portfolio whose decline in value is deemed to be other than a temporary decline in value.
Benefits incurred were $29.7 million and $27.0 million for the quarters ended June 30, 2002 and 2001, respectively. Medicare supplement incurred benefits increased $2.9 million from a larger population. Credit life and disability benefits increased $0.7 million due to increased frequency. Other business segments had benefits decreases totaling $0.9 million.
Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $5.1 million and $4.5 million for the quarters ended June 30, 2002 and 2001, respectively. The increase is from the Medicare supplement and annuity segments.
Operating expenses were $11.5 million and $12.2 million for the quarters ended June 30, 2002 and 2001, respectively. Commissions have decreased $0.5 million from 2001 primarily due to the decreases in credit and major medical lines. General and administrative expenses net of fees collected decreased $0.2 million.
Operating profit/(loss) before intercompany eliminations was $(2.9) million and $1.2 million for the quarters ended June 30, 2002 and 2001, respectively. The decrease from 2001 is due to the write-downs of bonds whose decline in value is deemed other than temporary.
CONSOLIDATED GROUP
Interest Expense
Interest expense was $54.9 million and $52.5 million for the six months ended September 30, 2002 and 2001, respectively. The increase can be attributed to a higher debt level outstanding for SAC Holdings due to the acquisition of additional storage properties.
Interest expense of SAC Holdings on third party debt was $22.8 million and $16.3 million for the six months ended September 30, 2002 and 2001, respectively. AMERCO’s interest expense on third party debt was $32.1 and $40.9 million for the six months ended September 30, 2001 and 2002, respectively.
Earnings
As a result of the foregoing, pretax earnings were $126.2 million and $90.9 million for the six months ended September 30, 2002 and 2001, respectively. After providing for income taxes, net earnings were $81.1 million and $56.6 million for the six months ended September 30, 2002 and 2001, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $60.6 million and $41.0 million for the quarters ended September 30, 2002 and 2001, respectively. The increase resulted primarily from more profitable operations.
SAC Holdings’ operations are funded by various mortgage loans and unsecured notes, with interest rates ranging from 7.5% to 13.0%. SAC does not utilize revolving lines of credit to finance its operations or acquisitions. Certain of SAC’s agreements contain restrictive covenants including coverage ratios and restrictions on incurring additional subsidiary indebtedness. At September 30, 2002, SAC Holdings was in compliance with all of these covenants.
Cash used by operating activities was $49.9 million and $21.4 million for the six months ended June 30, 2002 and 2001, respectively. This change resulted from decreased unearned premiums, a decrease in the change in premiums receivable from period to period, along with an increase in due from affiliates.
RepWest’s cash and cash equivalents and short-term investment portfolio was $6.8 million and $8.9 million at June 30, 2002 and 2001, respectively.
RepWest maintains a diversified securities investment portfolio, primarily in bonds, at varying maturity levels with 86.0% of the fixed-income securities consisting of investment grade securities. The maturity distribution is designed to provide sufficient liquidity to meet future cash needs. Current liquidity remains stable with current invested assets equal to 70.6% of total liabilities.
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Oxford’s primary sources of cash are premiums, receipts from interest-sensitive products and investment income. The primary uses of cash are operating costs and benefit payments to policyholders. Matching the investment portfolio to the cash flow demands of the types of insurance being written is an important consideration. Benefit and claim statistics are continually monitored to provide projections of future cash requirements.
Cash provided/(used) by operating activities was $(28.7) million and 2.0 million for the six months ended June 30, 2002 and 2001, respectively. The decrease in cash flows from operating activities in 2002 relates to $9.5 million of federal income taxes paid, $8.1 million increase in receivables for securities pending settlement, $7.1 million of reinsurance receivables paid, and paid loss experience. Cash flows provided by financing activities were $37.8 million and $9.1 million for the six months ended June 30, 2002 and 2001, respectively. Cash flows from deferred annuity sales increase investment contract deposits, which are a component of financing activities. The increase from 2001 is due to increased annuity deposits and reduced annuity withdrawals
In addition to cash flows from operating and financing activities, a substantial amount of liquid funds is available through Oxford’s short-term portfolio. At June 30, 2002 and 2001, short-term investments were $58.6 million and $53.9 million, respectively. Management believes that the overall sources of liquidity will continue to meet foreseeable cash needs.
See the discussion of the Kocher case contained in Part II, Item I “Legal Proceedings.”
Consolidated group
On October 15, 2002 the Company failed to make a $100 million principal payment and a $3.6 million interest payment due to the Series 1997-C Bond Backed Asset Trust (“BBAT”) holders. On that date, the Company also failed to pay a $26.5 million obligation, in the aggregate to Citibank and Bank of America in connection with the BBAT’s. This expense will be recognized in the third quarter.
As a result of the foregoing, the Company is in default with respect to its other credit arrangements that contain cross-default provisions, including its 3-Year Credit Agreement dated June 28, 2002 (the “Revolver”) in the amount of $205.0 million. In addition to the cross-default under the Revolver, the Company is also in default under that agreement as a result of the Company’s failure to obtain incremental net cash proceeds and/or availability from additional financings in the aggregate amount of at least $150 million prior to October 15, 2002. The obligations of the Company currently in default (either directly or as a result of a cross-default) are approximately $1,175.4 million. In addition, the Company may be required to pay interest at default interest rates, which would increase interest expense going forward.
The Company has retained the financial restructuring firm Crossroads, LLC to assist with the negotiation of standstill agreements with holders of directly defaulted obligations and waivers from our lenders holding cross-default obligations. This will allow us to pursue financing alternatives and asset sales that will enable us to repay the above-referred amounts that are in direct default, meet fiscal 2004 maturities and restructure our balance sheet.
Although we are optimistic that we will successfully restructure our balance sheet and repay our obligations, there can be no assurance that we will be able to complete the asset sales, obtain financing on acceptable terms or secure the standstills and waivers necessary to do so.
Cash provided by operating activities was $111.4 million and $43.9 million for the six months ended September 30, 2002 and 2001, respectively. The increase resulted primarily from a decrease in notes and mortgage receivable partially offset by decreases in the accounts payable and intercompany payable balances along with increased earnings.
At September 30, 2002, total outstanding notes and mortgages payable for AMERCO and wholly owned subsidiaries was $908.5 million compared to $1,045.8 million at March 31, 2002. At September 30, 2002, total outstanding notes and mortgages payable for SAC Holdings and consolidated subsidiaries was $967.0 million compared to $957.8 million at March 31, 2002. SAC Holdings’ securitized loan agreements have no guarantees, or triggers that could create a guarantee, from AMERCO. There are no cross default provisions on indebtedness between AMERCO and SAC Holdings.
AMERCO does not have any ownership interest in SAC Holdings or its subsidiaries, except for investments made by RepWest and Oxford in a SAC Holdings – controlled limited partnership which holds Canadian self-storage properties. The presentation of the consolidated statements has no bearing on the credit agreements or the operations of either AMERCO or SAC Holdings. The accounts of AMERCO and SAC Holdings are presented as consolidated due to a revised interpretation of EITF 90-15 by the Company’s former independent public accountants during the year ended March 31, 2002, which concluded that SAC Holdings’ majority owner did not qualify as
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an independent third party to AMERCO.
From time to time, Real Estate sells storage properties to SAC Holdings. These sales have in the past provided significant cash flows to the Company. The ability of the Company to engage in similar transactions in the future is dependent to a large degree on the ability of SAC Holdings to obtain third party financing for its acquisition of properties from Real Estate and, in general, its willingness to engage in such transactions.
Due to the defaults that exist with respect to certain obligations of the Company we suspended the dividend payment to the holders of our Series A 8 1/2% preferred stock that is due December 1, 2002.
Credit Agreements
Our operations are funded by various credit and financing arrangements, including unsecured long-term borrowings, unsecured medium-term notes, revolving lines of credit with banks and operating leases. The operating leases are primarily used to finance the Company’s fleet of trucks and trailers. As of September 30, 2002, we had $908.5 million in total notes and loans payable outstanding.
On June 28, 2002, AMERCO entered into an agreement replacing an existing five year $400.0 million revolving credit agreement with a three-year $205.0 million revolving credit facility.
Certain of our credit agreements contain restrictive financial and other covenants, including, among others, covenants with respect to incurring additional indebtedness, making third party guarantees, entering into contingent obligations, maintaining certain financial ratios, placing certain additional liens on our properties and assets, and restricting the issuance of certain types of preferred stock. Although AMERCO was in compliance with these covenants at September 30, 2002, we were in default as of October 15, 2002 as a result of our failure to make the principal payment due to the BBAT holders and a covenant contained in the Credit Agreement that required the completion of a $150 million financing. For additional discussion regarding these defaults, see Part II, Item III “Defaults Upon Senior Securities.”
Reference is made to Note 5 of Notes to Consolidated Financial Statements in AMERCO’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2002 for additional information about our credit agreements.
Disclosures about Contractual Obligations and Commercial Commitments
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The above disclosure is as of September 30, 2002. As discussed above and in Part II, Item III “Defaults Upon Senior Securities”, on October 15, 2002 we defaulted on our BBATs and related obligations. This default triggered cross-default provisions in most of AMERCO’s other debt agreements. As a result, approximately $1,175.4 million of AMERCO’s contractual obligations and commercial commitments listed below are classified as current.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to Part II, Item 7A, Quantitative and Qualitative Disclosure About Market Risk, in AMERCO’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2002.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Controls and Procedures
We maintain disclosure controls procedures, which are designed to ensure that material information related to AMERCO and its subsidiaries and SAC Holdings and their subsidiaries, is disclosed in our public filings on a regular basis. In response to recent legislation and proposed regulations, we reviewed our internal control structure and our disclosure controls and procedures. We believe our pre-existing disclosure controls and procedures are adequate to enable us to comply with our disclosure obligations.
Within 90 days prior to filing this report, members of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, management concluded that the Company’s disclosure controls and procedures are effective in causing material information to be recorded, processed, summarized and reported by management of the Company on a timely basis and to ensure that the quality and timeliness of the Company’s public disclosures complies with its SEC disclosure obligations.
Changes in Controls and Procedures
There were significant changes in the Company’s internal controls and other factors that could significantly affect these internal controls after the date of our most recent evaluation. They include, but are not limited to, the following:
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 20, 2000, Charles Kocher (“Kocher”) filed suit in Wetzel County, West Virgina, Civil Action No. 00-C-51-K, entitled Charles Kocher v. Oxford Life Insurance Co. (“Oxford”) seeking compensatory and punitive damages for breach of contract, bad faith and unfair claims settlement practices arising from an alleged failure of Oxford to properly and timely pay a claim under a disability and dismemberment policy aquired in conjunction with the purchase of a $7,800 used pick-up truck. On March 22, 2002, the jury returned a verdict of $5 million in compensatory damages and $34 million in punitive damages. On November 5, 2002, the trial court entered an Order (“Order”) affirming the $39 million jury verdit and denying Oxford’s Motion for New Trial Or, in The Alternative, Remittitur. Oxford is in the process of perfecting its appeal to the West Virginia Supreme Court. Management does not believe that the Order is sustainable and expects the Order to be overturned by the West Virginia Supreme Court, in part because the jury award has no reasonable nexus to the actual harm suffered by Kocher.
On September 24, 2002, Paul F.Shoen filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Paul F. Shoen vs. SAC Holding Corporation et al, CV02-05602, seeking damages and equitable relief on behalf of AMERCO from SAC Holdings and certain current and former members of the AMERCO Board of Directors, including Edward J. Shoen, Mark V. Shoen and James P. Shoen as defendants. AMERCO is named a nominal defendant for purposes of the derivative action. The complaint alleges breach of fiduciary duty, self-dealing, usurpation of corporate opportunities, wrongful interference with prospective economic advantage and unjust enrichment and seeks the unwinding of sales of self-storage properties by subsidiaries of AMERCO to SAC Holdings over the last several years. The complaint seeks a declaration that such transfers are void as well as unspecified damages. On October 28, 2002, AMERCO, the Shoen directors, the non-Shoen directors and SAC Holdings filed Motions to Dismiss the complaint. On November 12, 2002 the plaintiff responded to the Motions to Dismiss. The reply in support of the Motion to Dismiss is due on November 25, 2002. Oral argument has not yet been set for these motions. In addition, on October 28, 2002, Ron Belec filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al, CV 02-06331. This derivative suit is substantially similar to the Paul F. Shoen derivative action. The defendants’ responsive pleading is due on December 13, 2002. AMERCO believes that the allegations contained in both complaints are baseless and without merit and AMERCO will aggressively and vigorously respond to these claims. However, as with any litigation, no assurances can be given as to the outcome.
We are currently under IRS examination for the years 1996-1997. The IRS has proposed adjustments to our 1997 and 1996 tax returns in the amount of $233.1 million and $99.0 million, respectively. Nearly all of the adjustments relate to denials of deductions that we took for costs incurred in resolution of prior litigation with certain members of the Shoen family and their corporations. We believe these income tax deductions are appropriate and we are vigorously contesting the IRS adjustments. We estimate that if we are unsuccessful in our challenge in all respects, based on our current tax position, we could incur tax exposure totaling approximately $76.1 million plus interest.
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PART II. OTHER INFORMATION, continued
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(a) On October 15, 2002, the Company failed to make a $100 million principal payment and a $3.6 million interest payment due to the Series 1997-C Bond Backed Asset Trust. On that date, the Company also failed to pay $26.5 million in the aggregate to Citibank and Bank of America in connection with the the early extinguishment of the Series 1997-C bonds. As a result of the foregoing, the Company is in default with respect to its other credit arrangements which contain cross-default provisions, including its 3-Year Credit Agreement dated June 28, 2002 (the “Credit Agreement”). In addition to the cross-default under the Credit Agreement, the Company is also in default under that agreement as a result of its failure to obtain incremental net cash proceeds and/or availability from additional financings in an aggregate amount of at least $150.0 million prior to October 15, 2002. The total amount of indebtedness currently in default (either directly or as a result of a cross-default) is approximately $1,175.4 million.
(b) On November 5, 2002, the Company announced that it has suspended the December 1, 2002 dividend payment to holders of its Series A 8.5% Preferred Stock. The dividend amount is $3.5 million.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2002 Annual Meeting of Stockholders was held on August 30,2002.
At the 2002 Annual meeting of Stockholders William E. Carty and Charles J. Bayer were elected to serve until the 2006 Annual Meeting of Stockholders. M. Frank Lyons was elected to serve until the 2004 Annual Meeting of Stockholders. John P. Brogan and James J. Grogan continue as directors with terms that expire at the 2003 Annual Meeting of Stockholders; Edward J. Shoen continues as a director with a term that expires at the 2004 Annual Meeting of Stockholders; and John M. Dodds and James P. Shoen continue as directors with terms that expire at the 2005 Annual Meeting of Stockholders.
The following table sets forth the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each matter voted on at the 2002 Annual Meeting of Stockholders.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(b) Reports on Form 8-K.
On September 27, 2002 and September 30, 2002, the Company filed reports on Form 8-K relating to the proposed offering of its Senior Notes due 2009. On October 16, 2002 and October 18, 2002, the Company filed reports on Form 8-K to disclose the Company’s retention of a financial advisor to assist it in restructuring certain of its debt.
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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.
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Certification of CFO Pursuant toSecurities Exchange Acts Rules 13a-14 and 15d-14As Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION OF THE TREASURER OF AMERCO
I, Gary B. Horton, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AMERCO;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
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CERTIFICATION OF THE ASSISTANT TREASURER OF U-HAUL INTERNATIONAL, INC.
1. I have reviewed this quarterly report on Form 10-Q of U-Haul International, Inc.;
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Certification of CEO Pursuant toSecurities Exchange Acts Rules 13a-14 and 15d-14As Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATIONS
CERTIFICATION OF THE PRESIDENT OF AMERCO
I, Edward J. Shoen, certify that:
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CERTIFICATION OF THE PRESIDENT OF U-HAUL INTERNATIONAL, INC.
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INDEX OF EXHIBITS
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