1
UNITED STATES 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, 2000
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 [ ].
22,075,737 shares of AMERCO Common Stock, $0.25 par value were
outstanding at November 10, 2000.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value,
were outstanding at November 10, 2000. 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.
2
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
a) Condensed Consolidated Balance Sheets as of September 30, 2000
(unaudited) and March 31, 2000............................... 4
b) Condensed Consolidated Statements of Earnings for the Six months
ended September 30, 2000 and 1999 (unaudited)................. 6
c) Condensed Consolidated Statements of Comprehensive Income for
the Six months ended September 30, 2000 and 1999 (unaudited).. 7
d) Condensed Consolidated Statements of Earnings for the Quarters
ended September 30, 2000 and 1999 (unaudited).................. 8
e) Condensed Consolidated Statements of Cash Flows for the
Six months ended September 30, 2000 and 1999 (unaudited)...... 9
f) Notes to Condensed Consolidated Financial Statements -
September 30, 2000 (unaudited), March 31, 2000 and
September 30, 1999 (unaudited)................................ 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk........ 28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................. 29
Item 4. Submission of Matters to a Vote of Security Holders............... 30
Item 6. Exhibits and Reports on Form 8-K.................................. 31
3
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INTENTIONALLY BLANK
4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Balance Sheets
September 30, March 31,
Assets 2000 2000
-------------------------
(Unaudited)
(in thousands)
Cash and cash equivalents $ 26,408 48,435
Notes and mortgage, net 63,514 49,866
Inventories, net 83,671 84,614
Prepaid expenses 12,003 17,822
Investments, fixed maturities 874,122 884,824
Investments, other 489,359 320,695
Other assets 351,590 336,307
------------------------
Property, plant and equipment, at cost:
Buildings and improvements 817,666 853,403
Rental trucks 1,006,364 1,035,585
Other property, plant, and equipment 653,492 672,122
------------------------
2,477,522 2,561,110
Less accumulated depreciation 1,143,096 1,178,448
------------------------
Total property, plant and equipment 1,334,426 1,382,662
------------------------
Total Assets $ 3,235,093 3,125,225
========================
The accompanying notes are an integral part of these consolidated financial
statements.
5
September 30, March 31,
Liabilities and Stockholders' Equity 2000 2000
-------------------------
(Unaudited)
(in thousands)
Liabilities:
Notes and loans payable $ 1,096,240 1,137,840
Policy benefits and losses, claims and
loss expenses payable 553,716 548,043
Liabilities from premium deposits 463,360 461,673
Deferred income taxes 169,441 109,413
Other liabilities 271,478 282,962
------------------------
Total liabilities 2,554,235 2,539,931
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 311,708 275,242
Accumulated other comprehensive income (50,125) (42,317)
Retained earnings 827,536 755,172
Cost of common shares in treasury, net (402,661) (397,000)
Unearned ESOP shares (16,163) (16,366)
------------------------
Total stockholders' equity 680,858 585,294
Contingent liabilities and commitments
------------------------
Total Liabilities and Stockholders' Equity $ 3,235,093 3,125,225
========================
The accompanying notes are an integral part of these consolidated financial
statements.
6
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Earnings
Six months ended September 30,
(Unaudited)
2000 1999
-------------------------
(in thousands, except
share and per share data)
Revenues
Rental revenue $ 680,283 643,030
Net sales 113,961 110,121
Premiums 121,495 107,803
Net investment and interest income 46,604 41,485
-----------------------
Total revenues 962,343 902,439
Costs and expenses
Operating expenses 486,828 467,378
Cost of sales 65,974 62,734
Benefits and losses 95,815 84,015
Amortization of deferred policy
acquisition costs 16,569 14,981
Lease expense 86,536 64,212
Depreciation, net 44,485 38,551
-----------------------
Total costs and expenses 796,207 731,871
Earnings from operations 166,136 170,568
Interest expense 44,052 39,815
-----------------------
Pretax earnings 122,084 130,753
Income tax expense (43,239) (46,319)
-----------------------
Net earnings $ 78,845 84,434
=======================
Earnings per common share:
Basic $ 3.35 3.53
Diluted $ 3.35 3.46
=======================
Weighted average common shares outstanding:
Basic 21,606,388 21,958,826
Diluted 21,606,388 22,542,159
=======================
The accompanying notes are an integral part of these consolidated financial
statements.
7
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
Six months ended September 30,
(Unaudited)
2000 1999
-------------------
(in thousands)
Comprehensive income:
Net earnings $ 78,845 84,434
Changes in other comprehensive income:
Foreign currency translation (3,585) 2,605
Fair market value of cash flow hedge (182) 1,497
Unrealized gain on investments (4,041) (8,521)
-------------------
Total comprehensive income $ 71,037 80,015
===================
The accompanying notes are an integral part of these consolidated financial
statements.
8
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Earnings
Quarters ended September 30,
(Unaudited)
2000 1999
--------------------------
(in thousands, except
share and per share data)
Revenues
Rental revenue $ 357,535 337,464
Net sales 53,815 52,481
Premiums 66,508 51,727
Net investment and interest income 25,048 21,254
-----------------------
Total revenues 502,906 462,926
Costs and expenses
Operating expense 255,184 246,647
Cost of sales 32,777 31,360
Benefits and losses 53,580 40,306
Amortization of deferred policy
acquisition costs 8,694 7,019
Lease expense 46,102 32,816
Depreciation, net 21,675 19,772
-----------------------
Total costs and expenses 418,012 377,920
Earnings from operations 84,894 85,006
Interest expense 21,242 19,617
-----------------------
Pretax earnings 63,652 65,389
Income tax expense (22,419) (23,262)
-----------------------
Net earnings $ 41,233 42,127
=======================
Earnings per common share:
Basic $ 1.77 1.77
Diluted $ 1.77 1.76
=======================
Weighted average common shares outstanding:
Basic 21,489,970 21,964,452
Diluted 21,489,970 22,131,119
========================
The accompanying notes are an integral part of these consolidated financial
statements.
9
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Six months ended September 30,
(Unaudited)
2000 1999
-------------------
(in thousands)
Net cash provided by operating activities 118,092 160,493
-------------------
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment (260,914) (182,680)
Fixed maturities (52,636) (62,530)
Mortgage loans (13,591) (8,395)
Proceeds from sale of investments:
Property, plant and equipment 231,147 120,403
Fixed maturities 58,550 66,219
Changes in other investments (56,462) (23,960)
-------------------
Net cash used by investing activities (93,906) (90,943)
-------------------
Cash flows from financing activities:
Net change in short-term borrowings (41,566) (147,335)
Investment contract deposits 40,128 31,856
Investment contract withdrawals (37,750) (31,519)
Changes in other financing activities (7,025) 82,578
-------------------
Net cash used by financing activities (46,213) (64,420)
-------------------
Increase (decrease) in cash and cash equivalents (22,027) 5,130
Cash and cash equivalents at beginning of period 48,435 44,505
-------------------
Cash and cash equivalents at end of period $ 26,408 49,635
===================
The accompanying notes are an integral part of these consolidated financial
statements.
10
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 2000, March 31, 2000 and September 30, 1999
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
AMERCO, a Nevada corporation (AMERCO), is the holding company for U-Haul
International, Inc. (U-Haul), Amerco Real Estate Company (Real Estate), Republic
Western Insurance Company (RepWest) and Oxford Life Insurance Company (Oxford).
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of
the parent corporation, AMERCO, and its wholly-owned subsidiaries. All
material intercompany accounts and transactions of AMERCO and its subsidiaries
have been eliminated. The 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.
The condensed consolidated balance sheet as of September 30, 2000 and the
related condensed consolidated statements of earnings for the three and six
months ended September 30, 2000 and 1999 and the condensed consolidated
statements of comprehensive income and the condensed consolidated cash flows for
the six months ended September 30, 2000 and 1999 are unaudited. In the opinion
of management, all adjustments necessary for a fair presentation of such
condensed 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 operating results and financial position of AMERCO's consolidated
insurance operations are determined on a one quarter lag. 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 six months ended September 30, 1999 to conform with the current
year's presentation.
NEW ACCOUNTING STANDARDS
During the quarter ended June 30, 2000, AMERCO adopted Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements",
which provides guidance on the recognition, presentation and disclosure of
revenue in the financial statements filed with the Securities and Exchange
Commission. The adoption of SAB 101 was not material to AMERCO's condensed
consolidated financial statements.
11
AMERCO 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:
June 31, 2000
------------- 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 $ 17,775 $ 17,105 112 (352) 16,865
U.S. government
agency mortgage-
backed securities $ 16,641 16,559 36 (378) 16,217
Corporate
securities $ 66,500 67,252 389 (4,363) 63,278
Mortgage-backed
securities $ 34,777 34,243 248 (485) 34,006
Redeemable preferred
stocks 4,561 115,174 211 (17,136) 98,249
----------------------------------------
250,333 996 (22,714) 228,615
----------------------------------------
June 30, 2000
------------- 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 $ 41,270 $ 41,863 889 (1,137) 41,615
U.S. government
agency mortgage-
backed securities $ 35,172 34,899 223 (534) 34,588
Obligations of
states and
political
subdivisions $ 16,135 16,346 407 (160) 16,593
Corporate
securities $ 488,333 487,181 1,933 (21,992) 467,122
Mortgage-backed
securities $ 35,712 35,464 375 (495) 35,344
Redeemable preferred
stocks 1,311 32,675 63 (4,211) 28,527
----------------------------------------
648,428 3,890 (28,529) 623,789
----------------------------------------
Total $ 898,761 4,886 (51,243) 852,404
========================================
12
AMERCO 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:
June 30,
-------------------
2000 1999
-------------------
(in thousands)
Investments, fixed maturities $ 392,243 408,273
Receivables 176,416 111,227
Deferred policy acquisition costs 21,450 11,710
Deferred federal income taxes 11,384 11,477
Other assets 63,644 79,752
-------------------
Total assets $ 665,137 622,439
===================
Policy liabilities and accruals $ 325,043 328,114
Unearned premiums 77,364 46,260
Other policyholders' funds and liabilities 52,867 34,515
-------------------
Total liabilities 455,274 408,889
Stockholder's equity 209,863 213,550
-------------------
Total liabilities and
stockholder's equity $ 665,137 622,439
===================
A summarized condensed consolidated income statement for RepWest is
presented below:
Quarter ended Six months ended
June 30, June 30,
------------------------------------------
2000 1999 2000 1999
------------------------------------------
(in thousands)
Premiums $ 41,925 30,775 72,332 64,568
Net investment income 7,744 8,537 15,752 16,689
----------------- -----------------
Total revenue 49,669 39,312 88,084 81,257
Benefits and losses 35,519 25,428 60,101 53,713
Amortization of deferred
policy acquisition costs 3,191 3,437 6,371 6,832
Operating expenses 11,405 7,462 19,717 15,736
----------------- -----------------
Total expenses 50,115 36,327 86,189 76,281
Income (loss) from operations (446) 2,985 1,895 4,976
Income tax benefit (expense) 273 (939) (590) (1,566)
----------------- -----------------
Net income (loss) $ (173) 2,046 1,305 3,410
================= =================
13
AMERCO 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:
June 30,
-------------------
2000 1999
-------------------
(in thousands)
Investments, fixed maturities $ 481,879 473,121
Investments, other 148,115 152,577
Deferred policy acquisition costs 74,787 77,054
Other assets 22,674 45,051
-------------------
Total assets $ 727,455 747,803
===================
Policy liabilities and accruals $ 149,151 151,401
Premium deposits 463,360 457,612
Other policyholders' funds and liabilities 27,327 48,088
-------------------
Total liabilities 639,838 657,101
Stockholder's equity 87,617 90,702
-------------------
Total liabilities and
stockholder's equity $ 727,455 747,803
===================
A summarized condensed consolidated income statement for Oxford is
presented below:
Quarter ended Six months ended
June 30, June 30,
----------------------------------------
2000 1999 2000 1999
----------------------------------------
(in thousands)
Premiums $ 26,020 22,095 51,524 47,207
Net investment income 6,659 4,624 12,363 10,241
---------------- ----------------
Total revenue 32,679 26,719 63,887 57,448
Benefits and losses 18,061 14,878 35,714 30,302
Amortization of deferred
policy acquisition costs 5,503 3,582 10,198 8,149
Operating expenses 7,626 5,653 13,231 12,531
---------------- ----------------
Total expenses 31,190 24,113 59,143 50,982
Income from operations 1,489 2,606 4,744 6,466
Income tax expense (56) (911) (1,125) (2,172)
---------------- ----------------
Net income $ 1,433 1,695 3,619 4,294
================ ================
14
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
4. CONTINGENT LIABILITIES AND COMMITMENTS
During the six months ended September 30, 2000, a subsidiary of U-Haul
entered into thirty-one transactions and has subsequently entered into one
transaction, whereby the subsidiary sold rental trucks, which were subsequently
leased back. AMERCO has guaranteed $49,098,000 of residual values at September
30, 2000 for these assets at the end of the respective lease terms. U-Haul also
entered into one transaction where it leased computer equipment and one
transaction where it leased general rental items (GRI). Following are the lease
commitments for the leases executed during the quarter ended September 30, 2000,
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
--------------------------------------------------------
2001 $ 24,986 1,697 26,683
2002 33,976 4,183 38,159
2003 33,924 4,183 38,107
2004 33,574 4,183 37,757
2005 33,558 4,183 37,741
Thereafter 66,576 10,854 77,430
------------------------------------
$ 226,594 29,283 255,877
====================================
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
The (increase) decrease in receivables, inventories, investment, other
and accounts payable and accrued liabilities net of other operating and
investing activities follows:
Six months ended
September 30,
2000 1999
----------------------
(in thousands)
Receivables $ (20,937) (2,917)
======================
Investment, other (refer to Note 7) $ (98,351) -
======================
Inventories $ 943 3,831
======================
Accounts payable and accrued expenses $ (7,709) (8,595)
======================
15
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
6. EARNINGS PER SHARE
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 September 30, 2000:
Earnings from operations $ 41,233
Less: preferred stock dividends 3,241
------
Basic and diluted earnings
per common share 37,992 21,489,970 $ 1.77
====== ========== ====
Quarter ended September 30, 1999:
Earnings from operations $ 42,127
Less: preferred stock dividends 3,313
------
Basic earnings per common share 38,814 21,964,452 $ 1.77
Effects of dilutive securities -
preferred stock conversion 72 166,667
------ ----------
Diluted earnings per common share 38,886 22,131,119 $ 1.76
====== ========== ====
Six months ended September 30, 2000:
Earnings from operations $ 78,845
Less: preferred stock dividends 6,481
------
Basic and diluted earnings
per common share 72,364 21,606,388 $ 3.35
====== ========== ====
Six months ended September 30, 1999:
Earnings from operations $ 84,434
Less: preferred stock dividends 7,018
------
Basic earnings per common share 77,416 21,958,826 $ 3.53
Effect of dilutive securities -
Series B preferred shares 537 583,333
------ ----------
Diluted earnings per common share 77,953 22,542,159 $ 3.46
====== ========== ====
16
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
7. RELATED PARTIES
During the six months ended September 30, 2000, subsidiaries of AMERCO held
various senior and junior notes with SAC Holding Corporation and its
subsidiaries (SAC Holdings). The voting common stock of SAC Holdings is held by
Mark V. Shoen, a major stockholder of AMERCO. AMERCO's subsidiaries received
interest payments of $15,431,564 and principal payments of $71,591 from SAC
Holdings during the six months ended September 30, 2000. The terms of the notes
with SAC Holdings are consistent with the terms of notes held by U-Haul for
other properties owned by unrelated parties and managed by U-Haul. These
amounts are reflected in Investments, other of the condensed consolidated
balance sheet.
During the six months ended September 30, 2000, a subsidiary of AMERCO
funded through a note the purchase of properties and construction costs for
SAC Holdings of approximately $141,087,000. This amount is reflected in
Investments, other of the condensed consolidated balance sheet.
U-Haul currently manages the properties owned by SAC Holdings pursuant to a
management agreement, under which U-Haul receives a management fee equal to 6%
of the gross receipts from the properties. Management fees of $2,690,000 and
$2,269,000 were received during the six months ended September 30, 2000 and
1999, respectively. The management fee percentage is consistent with the fees
received by U-Haul for other properties owned by unrelated parties and managed
by U-Haul.
In June 2000, Real Estate completed the sale of twenty-four storage
properties to Twelve SAC Self-Storage Corporation, Thirteen SAC Self-Storage
Corporation and Fourteen SAC Self-Storage Corporation, subsidiaries of SAC
Holding Corporation, for $98,351,000. Real Estate received cash and notes from
the sale. The gain is reflected in the equity section of the condensed
consolidated balance sheet.
Management believes that the foregoing transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions.
17
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
8. 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).
Information concerning operations by industry segment follows:
Moving and Property/ Adjustments
Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated
----------------------------------------------------------------
(in thousands)
Six months ended
September 30, 2000
------------------
Revenues:
Outside $ 806,415 6,318 86,418 63,192 - 962,343
Intersegment - 34,845 1,666 695 (37,206) -
--------- ------- ------- ------- --------- ---------
Total
revenues $ 806,415 41,163 88,084 63,887 (37,206) 962,343
Depreciation/
amortization $ 48,687 5,384 6,755 10,625 - 71,451
Interest
expense $ 44,052 22,244 - - (22,244) 44,052
Pretax
earnings $ 107,345 8,100 1,895 4,744 - 122,084
Income tax $ (38,689) (2,835) (590) (1,125) - (43,239)
Identifiable
assets $1,437,776 747,255 665,137 727,455 (342,530) 3,235,093
Six months ended
September 30, 1999
------------------
Revenues:
Outside $ 761,710 5,996 77,907 56,826 - 902,439
Intersegment - 35,298 3,350 622 (39,270) -
--------- ------- ------- ------- --------- ---------
Total
revenues $ 761,710 41,294 81,257 57,448 (39,270) 902,439
Depreciation/
amortization $ 40,416 5,041 6,985 11,357 - 63,799
Interest
expense $ 39,815 20,273 - - (20,273) 39,815
Pretax
earnings $ 105,395 13,916 4,976 6,466 - 130,753
Income tax $ (37,710) (4,871) (1,566) (2,172) - (46,319)
Identifiable
assets $1,400,884 708,010 622,439 747,803 (352,003) 3,127,133
18
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
8. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Moving Property/ Adjustments
and Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated
----------------------------------------------------------------------
(in thousands)
Quarter ended
September 30, 2000
------------------
Revenues:
Outside $ 418,193 3,802 48,590 32,321 - 502,906
Intersegment - 17,102 1,079 358 (18,539) -
--------- ------- ------- ------- -------- ---------
Total revenue $ 418,193 20,904 49,669 32,679 (18,539) 502,906
Depreciation/
amortization $ 24,381 2,632 3,298 5,556 - 35,867
Interest expense $ 21,242 10,911 - - (10,911) 21,242
Pretax earnings $ 58,419 4,190 (446) 1,489 - 63,652
Income tax $ (21,177) (1,459) 273 (56) - (22,419)
Identifiable
assets $1,437,776 747,255 665,137 727,455 (342,530) 3,235,093
Quarter ended
September 30, 1999
------------------
Revenues:
Outside $ 394,999 3,039 38,485 26,403 - 462,926
Intersegment - 17,688 827 316 (18,831) -
--------- ------- ------- ------- -------- ---------
Total revenue $ 394,999 20,727 39,312 26,719 (18,831) 462,926
Depreciation/
amortization $ 21,272 2,566 3,626 6,788 - 34,252
Interest expense $ 19,617 10,035 - - (10,035) 19,617
Pretax earnings $ 53,660 6,138 2,985 2,606 - 65,389
Income tax $ (19,263) (2,149) (939) (911) - (23,262)
Identifiable
assets $1,400,884 708,010 622,439 747,803 (352,003) 3,127,133
Geographic Area Data - United United
(All amounts are in States Canada Consolidated States Canada Consolidated
---------------------------------------------------------------
U.S. $'s) Six months ended Quarter ended
---------------------------------------------------------------
(in thousands)
September 30, 2000
------------------
Total revenues $ 939,062 23,281 962,343 490,212 12,694 502,906
Depreciation/
amortization $ 69,281 2,170 71,451 34,765 1,102 35,867
Interest expense $ 44,045 7 44,052 21,241 1 21,242
Pretax earnings $ 116,869 5,215 122,084 60,738 2,914 63,652
Income tax $ (43,233) (6) (43,239) (22,413) (6) (22,419)
Identifiable assets $ 3,177,402 57,691 3,235,093 3,177,402 57,691 3,235,093
September 30, 1999
------------------
Total revenues $ 881,585 20,854 902,439 451,357 11,569 462,926
Depreciation/
amortization $ 62,099 1,700 63,799 33,347 905 34,252
Interest expense $ 39,804 11 39,815 19,614 3 19,617
Pretax earnings $ 126,976 3,777 130,753 62,928 2,461 65,389
Income tax $ (46,319) - (46,319) (23,262) - (23,262)
Identifiable assets $ 3,082,969 44,164 3,127,133 3,082,969 44,164 3,127,133
19
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)
9. SUBSEQUENT EVENTS
On November 7, 2000, AMERCO declared a cash dividend of $3,241,000
($0.53125 per preferred share) to preferred stockholders of record as of
November 17, 2000.
20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Additional written or
oral forward-looking statements may be made by AMERCO 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 not be limited to,
projections of revenues, income or loss, estimates of capital expenditures,
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. The following disclosures, as
well as other statements in this report and in the Notes to AMERCO's
Consolidated Financial Statements, describe factors, among others, that could
contribute to or cause such differences, or that could affect AMERCO's stock
price.
GENERAL
Information on industry segments is incorporated by reference from "Item 1.
Financial Statements - Notes 1, 3 and 8 of Notes to 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.
RESULTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2000 VERSUS SIX MONTHS ENDED SEPTEMBER 30, 1999
Moving and Storage Operations
Revenues consist of rental revenues and net sales. Total rental revenue
was $679.1 million and $641.8 million for the six months ended September 30,
2000 and 1999, respectively. Net revenues from the rental of moving related
equipment increased by $31.1 million. This increase is primarily attributable
to higher truck and trailer rental revenues and storage revenues.
Net sales revenues were $114.0 million and $110.1 million for the six
months ended September 30, 2000 and 1999, respectively. Revenue growth resulted
from an increase in the sale of moving support items and an increase in the sale
of hitches.
Cost of sales was $66.0 million and $62.7 million for the six months ended
September 30, 2000 and 1999, respectively. A higher sales volume contributed to
the increase.
Operating expenses before intercompany eliminations were $491.8 million and
$476.5 million for the six months ended September 30, 2000 and 1999,
respectively. Increased expenditure levels for personnel and rental equipment
maintenance, due to an increase in truck rental transactions and in fleet size,
were primarily responsible.
Net depreciation expense was $39.2 million and $33.9 million for the six
months ended September 30, 2000 and 1999, respectively. The increase reflects
depreciation on the rental truck fleet.
Operating profit before tax and intercompany elimination was $121.6 million
and $117.9 million for the six months ended September 30, 2000 and 1999,
respectively.
21
Real Estate Operations
Rental revenue before intercompany eliminations was $36.1 million and $36.5
million for the six months ended September 30, 2000 and 1999, respectively.
Intercompany revenue was $34.8 million and $35.3 million for the six months
ended September 30, 2000 and 1999, respectively.
Net investment and interest income was $5.1 million and $4.7 million for
the six months ended September 30, 2000 and 1999, respectively. This increase
correlates to an increase in average note and mortgage outstanding.
Net depreciation expense was $5.3 million and $4.6 million for the six
months ended September 30, 2000 and 1999, respectively. The increase is due
to the build out of storage facilities.
Operating profit before tax and intercompany elimination was $8.1 million
and $13.9 million for the six months ended September 30, 2000 and 1999,
respectively. The decrease reflects increases in lease expenses.
Property and Casualty
RepWest's premiums were $72.3 million and $64.6 million for the six months
ended June 30, 2000 and 1999, respectively. General agency premiums were $20.3
million and $8.2 million for the six months ended June 30, 2000 and 1999,
respectively. Assumed treaty reinsurance premium was $22.9 million and $20.9
million for the six months ended June 30, 2000 and 1999, respectively. Rental
industry revenue was $17.0 million and $23.9 million for the six months ending
June 30, 2000 and 1999, respectively. This change was caused by the
restructuring of the rental industry Business Auto General Liability Policy.
Net investment income was $15.8 million and $16.7 million for the six
months ended June 30, 2000 and 1999, respectively. The reduction is
attributable to decreased gains and decreased invested assets.
Benefits and losses were $60.1 million and $53.7 million for the six months
ended June 30, 2000 and 1999, respectively. This increase is due to new agency
programs in Non-Standard Auto and Transportation, which were offset by a
decrease in rental industry incurred.
The amortization of deferred acquisition costs (DAC) were $6.4 million and
$6.8 million for the six months ended June 30, 2000 and 1999, respectively. The
decrease was related to the timing of inception of new business.
Operating expenses were $19.7 million and $15.7 million for the six months
ended June 30, 2000 and 1999, respectively. The difference was due to
increased personnel, changes in claims handling procedures and commissions on
new agency business premium writings.
Operating profit before tax and intercompany elimination was $1.9 million
and $5.0 million for the six months ended June 30, 2000 and 1999, respectively.
The decrease is the result of additional incurred losses and operating expense,
and decreased investment income, offset by an increase in earned premiums.
22
Life Insurance
Net premiums were $51.5 million and $47.2 million for the six months ended
June 30, 2000 and 1999, respectively. The difference was primarily due to a
$2.2 million increase in the credit insurance lines and a $2.6 million increase
in the Medicare supplement line.
Net investment income before intercompany eliminations was $12.4 million
and $10.2 million for the six months ended June 30, 2000 and 1999, respectively.
The increase was due to improved interest rate spreads on the interest sensitive
products and a larger invested asset base.
Benefits were $35.7 million and $30.3 million for the six months ended June
30, 2000 and 1999, respectively. Medicare supplement benefits increased $3.7
million from 1999; credit insurance benefits increased $2.1 million from 1999.
These increases are primarily due to higher loss ratios. Other health insurance
benefits increased $0.8 million for the year primarily from one-time charges.
The life insurance lines have had better mortality experience in 2000, resulting
in a $1.2 million decrease in benefits from 1999.
Amortization of DAC was $10.2 million and $8.1 million for the six months
ended June 30, 2000 and 1999, respectively. The increase resulted from a $1.0
million increase in the annuity lines and $1.1 million increase in the credit
insurance lines.
Operating expenses were $13.2 million and $12.5 million for the six months
ended June 30, 2000 and 1999, respectively. The increase is due to premium
volume increases.
Operating profit before tax and intercompany eliminations was $4.7 million
and $6.5 million for the six months ended June 30, 2000 and 1999, respectively.
The decrease is due to loss ratios on the Medicare supplement business and
Credit insurance business.
Interest Expense
Interest expense was $44.1 million and $39.8 million for the six months
ended September 30, 2000 and 1999, respectively. The increase can be attributed
to increases in the average debt outstanding and in the average cost of debt.
Consolidated Group
As a result of the foregoing, pretax earnings totaled $122.1 million and
$130.8 million for the six months ended September 30, 2000 and 1999,
respectively. After providing for income taxes, net earnings were $78.8 million
and $84.4 million for the six months ended September 30, 2000 and 1999,
respectively.
23
QUARTER ENDED SEPTEMBER 30, 2000 VERSUS QUARTER ENDED SEPTEMBER 30, 1999
Moving and Storage Operations
Revenues consist of rental revenues and net sales. Total rental revenue
was $356.7 million and $336.8 million for the quarters ended September 30, 2000
and 1999, respectively. Net revenues from the rental of moving related
equipment increased by $17.8 million. This increase is primarily attributable
to higher truck and trailer rental revenues and storage revenues increased $2.1
million due to increases in rates and in the number of storage rooms rented.
Net sales revenues were $53.8 million and $52.5 million for the quarters
ended September 30, 2000 and 1999, respectively. Revenue growth resulted from
the sale of moving support items (i.e. boxes, etc.) which led to the majority of
the increase during the quarter.
Cost of sales was $32.8 million and $31.4 million for the quarters ended
September 30, 2000 and 1999, respectively. Rising material costs from the sale
of propane accounted for almost half of the increase.
Operating expenses before intercompany elimination were $255.2 million and
$250.9 million for the quarters ended September 30, 2000 and 1999,
respectively. The increase reflects higher personnel and rental equipment
maintenance expenditures associated with an increase in truck rental
transactions and inventory levels.
Net depreciation expense was $19.0 million and $17.2 million for the
quarters ended September 30, 2000 and 1999, respectively. The increase reflects
an increase in depreciation recognized on the rental truck fleet.
Operating profit before tax and intercompany elimination was $66.7 million
and $59.7 million for the quarters ended September 30, 2000 and 1999,
respectively. The increase reflects increases in revenues over increases in
operating expenses.
Real Estate Operations
Rental revenue before intercompany eliminations was $17.9 million and $18.4
million for the quarters ended September 30, 2000 and 1999, respectively.
Intercompany revenue was $17.1 million and $17.7 million for the quarters ended
September 30, 2000 and 1999, respectively.
Net investment and interest income was $3.0 million and $2.4 million for
the quarters ended September 30, 2000 and 1999, respectively. This increase
correlates to an increase in average note and mortgages outstanding.
Net depreciation expense remained constant at $2.6 million for the quarters
ended September 30, 2000 and 1999.
Operating profit before tax and intercompany elimination was $4.2 million
and $6.1 million for the quarters ended September 30, 2000 and 1999,
respectively. The decrease reflects increases in lease expenses.
24
Property and Casualty
RepWest's premiums were $41.9 million and $30.8 million for the quarters
ended June 30, 2000 and 1999, respectively. The increase is directly related to
general agency premiums, of $12.7 million and $4.2 million for the quarters
ended June 30, 2000 and 1999, respectively. Assumed treaty reinsurance premium
were $13.2 million and $11.0 million for the quarters ended June 30, 2000 and
1999, respectively.
Net investment income was $7.7 million and $8.5 million for the quarters
ended June 30, 2000 and 1999, respectively. This resulted from decreased gains
and invested assets.
Benefits and losses incurred were $35.5 million and $25.4 million for the
quarters ended June 30, 2000 and 1999, respectively. The increase is a result
of new general agency business writings in Non-Standard Auto and
Transportation.
The amortization of deferred acquisition costs (DAC) was $3.2 million and
$3.4 million for the quarters ended June 30, 2000 and 1999, respectively. The
decrease was related to the timing of inception of new business.
Operating expenses were $11.4 million and $7.5 million for the quarters
ended June 30, 2000 and 1999, respectively. The change is due to increased
general and administrative expenses, due to an increase in personnel and
overhead required to support new business expansion. Commission expense also
increased due to new agency business premium writings on Non-standard Auto and
Transportation coverages.
Operating profit (loss) before tax and intercompany elimination was ($0.4)
million and $3.0 million for the quarters ended June 30, 2000 and 1999,
respectively. This decrease is the result of increased incurred losses and
operating expense, decreased investment income, offset by an increase in earned
premiums.
25
Life Insurance
Net premiums were $26.0 million and $22.1 million for the quarters ended
June 30, 2000 and 1999, respectively. The change is primarily due to a $1.4
million increase in the credit insurance line and a $1.6 million increase in the
Medicare supplement line.
Net investment income before intercompany eliminations was $6.7 million and
$4.6 million for the quarters ended June 30, 2000 and 1999, respectively. This
increase is due to improved spreads on the interest sensitive products timing
difference and a larger invested asset base.
Benefits were $18.1 million and $14.9 million for the quarters ended June
30, 2000 and 1999, respectively. Medicare supplement benefits increased $1.7
million from 1999 due to higher loss ratios. Credit insurance benefits
increased $0.6 million due to volume of insurance. Other health insurance
benefits increased $0.7 million due to one-time charges.
Amortization of DAC was $5.5 million and $3.6 million for the quarters
ended June 30, 2000 and 1999, respectively. Annuity lines and credit insurance
lines increased $0.8 million and $1.1 million, respectively for the quarter
ending June 30, 2000.
Operating expenses were $7.6 million and $5.7 million for the quarters
ended June 30, 2000 and 1999, respectively. This increase included $0.8
million in Medical Supplement commissions to agents, $0.4 million for outside
fronting fees and administration costs, $0.3 million of personnel costs and
$0.4 million of other expense.
Operating profit before tax and intercompany eliminations was $1.5 million
and $2.6 million for the quarters ended June 30, 2000 and 1999, respectively.
The decrease is due to loss ratios on the Medicare supplement business.
Interest Expense
Interest expense was $21.2 million and $19.6 million for the quarters ended
September 30, 2000 and 1999, respectively. The increase can be attributed to an
increase in the average cost of debt partially offset by a decrease in average
debt outstanding.
Consolidated Group
As a result of the foregoing, pretax earnings were $63.7 million and $65.4
million for the quarters ended September 30, 2000 and 1999, respectively. After
providing for income taxes, net earnings were $41.2 million and $42.1 million
for the quarters ended September 30, 2000 and 1999, respectively.
26
LIQUIDITY AND CAPITAL RESOURCES
Moving and Storage Operations
To meet the needs of its customers, U-Haul maintains a large inventory
of rental items. In the six months ended September 30, 2000 and 1999,
capital expenditures were $260.9 million and $182.7 million, respectively.
These expenditures primarily reflect the expansion 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 $61.0 million and $96.1 million
for the six months ended September 30, 2000 and 1999, respectively. The
decrease resulted primarily from an increase in receivables and a decrease in
accounts payable and accrued liabilities.
At September 30, 2000, total outstanding notes and loans payable was
$1,096.2 million as compared to $1,137.8 million at March 31, 2000.
Real Estate Operations
Cash provided by operating activities was $8.3 million and $2.5 million for
the six months ended September 30, 2000 and 1999, respectively. The increase
resulted from a decrease in receivables.
Property and Casualty
Cash used by operating activities was $(1.8) million and $(6.6) million for
six months ended June 30, 2000 and 1999, respectively. This change resulted
from increases in unearned premuium and reinsurance losses payable from December
1999 to June 2000. The increase was offset by a larger decrease in loss and
loss adjusting expense reserves from December 1999 to June 2000, decreased net
income and a larger increase in deferred policy acquisition costs.
RepWest's cash and cash equivalents and short-term investment portfolio
were $10.4 million and $10.5 million at June 30, 2000 and 1999, respectively.
RepWest maintains a diversified securities investment portfolio, primarily
in bonds, at varying maturity levels with 88.0% 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 92.2% of total
liabilities.
The liability for reported and unreported losses isare 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.
27
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.
Cash provided (used) by operating activities was ($3.4) million and $2.4
million for the six months ended June 30, 2000 and 1999, respectively. The
decrease is due to higher benefit payouts in relation to collected premium.
Cash provided by financing activities were $2.4 million and $0.3 million for the
six months ended June 30, 2000 and 1999, respectively. The increase is due to a
better ratio of annuity deposits to 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. Short-term investments were $51.6 million and $75.6 million for the
six months ending June 30, 2000 and 1999, respectively. Management believes
that the overall sources of liquidity will continue to meet foreseeable cash
needs.
Consolidated Group
During each of the fiscal years ended March 31, 2001, 2002 and 2003, AMERCO
estimates gross capital expenditures will average approximately $380 million
primarily reflecting rental fleet rotation. This level of capital expenditures,
combined with an average of approximately $72 million in annual long-term debt
maturities during this same period, are expected to create annual average
funding needs of approximately $452 million.
Credit Agreements
AMERCO's operations are funded by various credit and financing
arrangements, including unsecured long-term borrowings, unsecured medium-term
notes and revolving lines of credit with domestic and foreign banks.
Principally to finance its fleet of trucks and trailers, AMERCO routinely enters
into sale and leaseback transactions. As of September 30, 2000, AMERCO had
$1,096.2 million in total notes and loans payable outstanding and
unutilized lines of credit of approximately $284.2 million.
Certain of AMERCO's credit agreements contain restrictive financial and
other covenants, including, among others, covenants with respect to incurring
additional indebtedness, maintaining certain financial ratios and placing
certain additional liens on its properties, assets and restricting the issuance
of certain types of preferred stock. At September 30, 2000, AMERCO was in
compliance with 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, 2000
for additional information about AMERCO's credit agreements.
28
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, 2000.
29
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.
Reference is made to Part I, Item 1, Business, in AMERCO's Annual Report on
Form 10-K for the fiscal year ended March 31, 2000 for a discussion of certain
environmental proceedings and to Note 15 of Notes to Consolidated Financial
Statements in AMERCO's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 for a discussion of the California overtime litigation.
30
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2000 Annual Meeting of Stockholders was held on September 8, 2000.
At the 2000 Annual Meeting of Stockholders, Edward J. Shoen and Richard J.
Herrera were elected to serve until the 2004 Annual Meeting of Stockholders.
John M. Dodds and James P. Shoen continue to serve as directors with terms that
expire at the 2001 Annual Meeting of Stockholders; William E. Carty and Charles
J. Bayer continue as directors with terms that expire at the 2002 Annual Meeting
of Stockholders; and John P. Brogan and James J. Grogan continue as directors
with terms that expire at the 2003 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 2000 Annual Meeting of Stockholders:
Matters Votes Broker
Submitted Votes Cast Cast Votes Non-
To a Vote For Against Withheld Abstentions Votes
Election of Directors
Edward J. Shoen 19,678,903 3,557 711,814 - -
Richard J. Herrera 19,433,633 6,806 886,455 - -
31
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 Twelve SAC Self Storage
Corporation and a subsidiary of AMERCO
10.2 Management Agreement between Thirteen SAC Self Storage
Corporation and a subsidiary of AMERCO
10.3 Management Agreement between Fourteen SAC Self Storage
Corporation and a subsidiary of AMERCO
27 Financial Data Schedule
(b) Reports on Form 8-K.
No report on Form 8-K was filed during the quarter ended September 30,
2000.
_________________
(1) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1992, 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.
32
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: November 13, 2000 By: /S/ GARY B. HORTON
____________________________________
Gary B. Horton, Treasurer
(Principal Financial Officer)