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 June 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________________ to __________________
Commission Registrant, State of Incorporation I.R.S. Employer
File Number Address and Telephone Number Identification No.
________________________________________________________________________________
1-11255 AMERCO 88-0106815
(A Nevada Corporation)
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502-3239
Telephone (775) 688-6300
2-38498 U-Haul International, Inc. 86-0663060
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ].
21,757,437 shares of AMERCO Common Stock, $0.25 par value were outstanding at
August 8, 2001.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at August 8, 2001. 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
June 30, 2001 (unaudited) and March 31, 2001................ 4
b) Condensed Consolidated Statements of Earnings for the
Quarters ended June 30, 2001 and 2000 (unaudited)........... 6
c) Condensed Consolidated Statements of Comprehensive Income
for the Quarters ended June 30, 2001 and 2000 (unaudited)... 7
d) Condensed Consolidated Statements of Cash Flows for the
Quarters ended June 30, 2001 and 2000 (unaudited)........... 8
e) Notes to Consolidated Financial Statements -
June 30, 2001 (unaudited), March 31, 2001 and
June 30, 2000 (unaudited)................................... 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 18
Item 3. Quantitative and Qualitative Disclosures About Market Risk.... 23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................. 24
Item 6. Exhibits and Reports on Form 8-K.............................. 25
3
THIS PAGE LEFT
INTENTIONALLY BLANK
4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, March 31,
Assets 2001 2001
---------------------------
(Unaudited)
(in thousands)
Cash and cash equivalents $ 44,067 52,778
Inventories, net 78,667 84,005
Investments, fixed maturities 950,660 952,482
Investments, other 457,199 464,958
Other assets 482,841 467,197
-------------------------
Property, plant and equipment, at cost:
Buildings and improvements 842,867 832,372
Rental trucks 1,081,395 1,037,653
Other property, plant and equipment 659,613 660,802
-------------------------
2,583,875 2,530,827
Less accumulated depreciation 1,193,315 1,168,183
-------------------------
Total property, plant and equipment 1,390,560 1,362,644
-------------------------
Total Assets $ 3,403,994 3,384,064
=========================
The accompanying notes are an integral part of these consolidated financial
statements.
5
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Balance Sheets, Continued
(Unaudited)
June 30, March 31,
Liabilities and Stockholders' Equity 2001 2001
--------------------------
(Unaudited)
(in thousands)
Liabilities:
Notes and loans payable $ 1,143,271 1,156,848
Policy benefits and losses, claims and
loss expenses payable 677,915 668,830
Liabilities from premium deposits 523,772 522,207
Other liabilities 411,918 420,813
-------------------------
Total liabilities 2,756,876 2,768,698
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 312,128 312,128
Accumulated other comprehensive income (30,066) (40,709)
Retained earnings 776,937 755,174
Cost of common shares in treasury, net (407,525) (406,617)
Unearned ESOP shares (14,919) (15,173)
-------------------------
Total stockholders' equity 647,118 615,366
Contingent liabilities and commitments
-------------------------
Total Liabilities and Stockholders' Equity $ 3,403,994 3,384,064
=========================
The accompanying notes are an integral part of these consolidated financial
statements.
6
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Earnings
Quarters ended June 30,
(Unaudited)
2001 2000
-------------------------
(in thousands, except
share and per share data)
Revenues
Rental revenue $ 334,543 322,748
Net sales 62,423 60,146
Premiums 100,330 54,987
Net investment and interest income 22,586 21,681
-------------------------
Total revenues 519,882 459,562
Costs and expenses
Operating expenses 248,967 231,775
Cost of sales 33,768 33,197
Benefits and losses 91,432 42,235
Amortization of deferred acquisition costs 9,794 7,869
Lease expense 46,342 40,434
Depreciation, net 30,250 22,810
-------------------------
Total costs and expenses 460,553 378,320
Earnings from operations 59,329 81,242
Interest expense 21,120 22,810
-------------------------
Pretax earnings 38,209 58,432
Income tax expense (13,206) (20,820)
-------------------------
Net earnings $ 25,003 37,612
=========================
Basic and diluted earnings per common share: $ 1.02 1.58
=========================
Basic and diluted average common shares
outstanding: 21,280,361 21,718,988
=========================
The accompanying notes are an integral part of these consolidated financial
statements.
7
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
Quarters ended June 30,
(Unaudited)
2001 2000
---------------------
(in thousands)
Comprehensive income:
Net earnings $ 25,003 37,612
Changes in other comprehensive income:
Foreign currency translation 1,497 (465)
Fair market value of cash flow hedge 357 24
Unrealized gain (loss) on investments 8,789 (2,258)
---------------------
Total comprehensive income $ 35,646 34,913
=====================
The accompanying notes are an integral part of these consolidated financial
statements.
8
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Quarters ended June 30,
(Unaudited)
2001 2000
-------------------
(in thousands)
Net cash provided by operating activities 46,670 38,572
-------------------
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment (84,074) (149,758)
Fixed maturities (18,652) (23,504)
Mortgage loans (561) (4,055)
Proceeds from sale of investments:
Property, plant and equipment 25,797 122,035
Fixed maturities 31,696 24,341
Mortgage loans 3,817 6,215
Changes in other investments 4,806 (36,217)
-------------------
Net cash used by investing activities (37,171) (60,943)
-------------------
Cash flows from financing activities:
Net change in short-term borrowings (13,578) (14,258)
Investment contract deposits 37,477 20,495
Investment contract withdrawals (35,713) (17,368)
Changes in other financing activities (6,396) (5,877)
-------------------
Net cash used by financing activities (18,210) (17,008)
-------------------
Decrease in cash and cash equivalents (8,711) (39,379)
Cash and cash equivalents at beginning of period 52,778 48,435
-------------------
Cash and cash equivalents at end of period $ 44,067 9,056
===================
The accompanying notes are an integral part of these consolidated financial
statements.
9
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001, March 31, 2001 and June 30, 2000
(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 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 consolidated balance sheet as of June 30, 2001 and the related
consolidated statements of earnings for the quarters ended June 30, 2001 and
2000, and the consolidated statements of comprehensive income and cash flows for
the quarters ended June 30, 2001 and 2000 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such 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 quarter ended June 30, 2000 and year ended March 31, 2001 to conform with
the current year's presentation.
10
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
2. INVESTMENTS
A comparison of amortized cost to market for fixed maturities is as
follows:
March 31, 2001 Par Value Gross Gross Estimated
-------------- or number Amortized unrealized unrealized market
Consolidated of shares cost gains losses value
Held-to-Maturity ------------------------------------------------------
(in thousands)
U.S. treasury
securities
and government
obligations $ 4,150 3,643 194 - 3,837
U.S. government
agency mortgage-
backed securities $ 13,202 13,140 270 (49) 13,361
Corporate
securities $ 51,763 50,259 1,640 (97) 51,802
Mortgage-backed
securities $ 38,349 37,823 876 (77) 38,622
Redeemable preferred
stocks 114,772 114,674 219 (3,793) 111,100
----------------------------------------
219,539 3,199 (4,016) 218,722
----------------------------------------
March 31, 2001 Par Value Gross Gross Estimated
-------------- or number Amortized unrealized unrealized market
Consolidated of shares cost gains losses value
Available-for-Sale ------------------------------------------------------
(in thousands)
U.S. treasury
securities
and government
obligations $ 41,710 43,386 2,091 (100) 45,377
U.S. government
agency mortgage-
backed securities $ 32,157 32,588 836 (18) 33,406
Obligations of
states and
political
subdivisions $ 16,490 16,646 580 (127) 17,099
Corporate
securities $ 565,653 558,332 17,459 (13,053) 562,738
Mortgage-backed
securities $ 32,910 32,674 1,410 (637) 33,447
Redeemable preferred
stocks 1,280 32,283 280 (567) 31,996
Redeemable common
stocks 633 6,554 878 (374) 7,058
----------------------------------------
722,463 23,534 (14,876) 731,121
----------------------------------------
Total $ 942,002 26,733 (18,892) 949,843
========================================
11
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES
A summarized condensed consolidated balance sheet for RepWest is presented
below:
March 31,
-------------------
2001 2000
-------------------
(in thousands)
Investments, fixed maturities $ 409,210 404,079
Receivables 210,051 162,398
Due from affiliate 51,361 22,559
Other assets 71,169 70,230
-------------------
Total assets $ 741,791 659,266
===================
Policy liabilities and accruals $ 384,635 338,443
Unearned premiums 106,203 69,713
Other policyholders' funds and liabilities 58,539 40,951
-------------------
Total liabilities 549,377 449,107
Stockholder's equity 192,414 210,159
-------------------
Total liabilities and
stockholder's equity $ 741,791 659,266
===================
A summarized condensed consolidated income statement for RepWest is
presented below:
Quarters ended
March 31,
------------------
2001 2000
------------------
(in thousands)
Premiums $ 62,178 30,407
Net investment income 8,416 8,008
------------------
Total revenue 70,594 38,415
Benefits and losses 60,267 24,582
Amortization of deferred
policy acquisition costs 5,040 3,174
Operating expenses 10,870 8,318
------------------
Total expenses 76,177 36,074
Income (loss) from operations (5,583) 2,341
Income tax benefit (expense) 1,979 (863)
------------------
Net income (loss) $ (3,604) 1,478
===================
12
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to 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:
March 31,
-------------------
2001 2000
-------------------
(in thousands)
Investments, fixed maturities $ 541,450 483,705
Investments, other 190,048 154,124
Receivables 28,200 15,283
Deferred policy acquisition costs 81,231 73,911
Due from affiliate (10,079) (10,909)
Other assets 16,189 5,084
-------------------
Total assets $ 847,039 721,198
===================
Policy liabilities and accruals $ 183,936 145,290
Premium deposits 523,772 464,179
Other policyholders' funds and liabilities 18,522 12,880
Deferred federal income taxes 14,423 11,006
-------------------
Total liabilities 740,653 633,355
Stockholder's equity 106,386 87,843
-------------------
Total liabilities and
stockholder's equity $ 847,039 721,198
===================
A summarized condensed consolidated income statement for Oxford is
presented below:
Quarters ended
March 31,
-------------------
2001 2000
-------------------
(in thousands)
Premiums $ 39,633 25,504
Net investment income 6,208 5,829
-------------------
Total revenue 45,841 31,333
Benefits and losses 31,165 17,653
Amortization of deferred
policy acquisition costs 4,754 4,695
Operating expenses 7,239 5,730
-------------------
Total expenses 43,158 28,078
Income from operations 2,683 3,255
Income tax expense (960) (1,069)
-------------------
Net income $ 1,723 2,186
===================
13
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
4. CONTINGENT LIABILITIES AND COMMITMENTS
During the quarter ended June 30, 2001, a subsidiary of U-Haul entered into
two transactions, whereby the subsidiary sold rental trucks and trailers, which
were subsequently leased back. AMERCO has guaranteed $9,139,000 of residual
values at June 30, 2001 for these assets at the end of the respective lease
terms. Following are the lease commitments for the leases executed during the
quarter ended June 30, 2001, and subsequently which have a term of more than one
year (in thousands):
Net activity
Year ended Lease subsequent to
March 31, Commitments period end Total
--------------------------------------------------------
2002 $ 777 - 777
2003 976 - 976
2004 976 - 976
2005 651 - 651
2006 642 - 642
Thereafter 2,098 - 2,098
-----------------------------------
$ 6,120 - 6,120
===================================
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 and accounts payable
and accrued liabilities net of other operating and investing activities follows:
Quarters ended
June 30,
2001 2000
-----------------------
(in thousands)
Receivables $ (15,178) (46)
=======================
Receivables from the sale of property
to SAC Holdings $ - (98,351)
=======================
Inventories $ 5,338 (2,917)
=======================
Accounts payable and accrued expenses $ (17,231) (2,038)
=======================
Income taxes paid in cash amounted to $21,000 and $218,000 for the quarters
ended June 30, 2001 and 2000, respectively.
Interest paid in cash amounted to $16,616,000 and $24,127,000 for the
quarters ended June 30, 2001 and 2000, respectively.
14
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to 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 June 30, 2001:
Net earnings $ 25,003
Less: preferred stock dividends 3,241
------
Basic and diluted earnings
per common share 21,762 21,280,361 $ 1.02
====== ========== ====
Quarter ended June 30, 2000:
Net earnings $ 37,612
Less: preferred stock dividends 3,241
------
Basic and diluted earnings
per common share 34,371 21,718,988 $ 1.58
====== ========== ====
7. RELATED PARTIES
During the quarter ended June 30, 2001, subsidiaries of AMERCO held various
senior and junior notes issued by 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 $5,702,000 from SAC Holdings during the quarter ended June 30, 2001.
The terms of the notes receivable with SAC Holdings are consistent with the
terms of notes receivable held by U-Haul for other properties owned by unrelated
parties and managed by U-Haul.
During the quarter ended June 30, 2001, a subsidiary of AMERCO funded
through a note receivable the purchase of properties and construction costs for
SAC Holdings of approximately $17,661,000.
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 $1,717,000 and
$1,104,000 were received during the quarters ended June 30, 2001 and 2000,
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 Consolidated Statement of Changes in
Stockholders' Equity.
Management believes that the foregoing transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions.
15
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
8. NEW ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 (SFAS 141), "Business
Combinations", and No. 142 (SFAS 142), "Goodwill and Other Intangible Assets".
SFAS 141 supercedes Accounting Principles Board Opinion No. 16 (APB 16),
"Business Combinations". The most significant changes made by SFAS 141 are:
(1) requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill, and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized).
SFAS 142 supercedes APB 17, "Intangible Assets". SFAS 142 primarily
addresses the accounting for goodwill and intangible assets subsequent to
their acquisition (i.e., the post-acquisition accounting). The provisions of
SFAS 142 will be effective for fiscal years beginning after December 15, 2001.
The most significant changes made by SFAS 142 are: (1) goodwill and indefinite
lived intangible assets will no longer be amortized, (2) goodwill will be
tested for impairment at least annually at the reporting unit level, (3)
intangible assets deemed to have an indefinite life will be tested for
impairment at least annually, and (4) the amortization period of intangible
assets with finite lives will no longer be limited to forty years.
We have not yet determined the effect SFAS No. 141 and 142 will have on
our consolidated financial position or results of operation.
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 consolidated
financial statements.
16
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
9. 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)
Quarter ended
June 30, 2001
-------------
Revenues:
Outside $ 402,513 2,415 69,485 45,469 - 519,882
Intersegment - 17,329 1,109 372 (18,810) -
--------------------------------------------------------------
Total
revenues $ 402,513 19,744 70,594 45,841 (18,810) 519,882
Depreciation/
amortization $ 29,951 2,815 5,286 4,794 - 42,846
Interest
expense $ 21,120 10,207 - - (10,207) 21,120
Pretax
earnings $ 36,501 4,608 (5,583) 2,683 - 38,209
Income tax $ (12,612) (1,613) 1,979 (960) - (13,206)
Identifiable
assets $1,465,077 713,085 741,791 847,039 (362,998) 3,403,994
Quarter ended
June 30, 2000
-------------
Revenues:
Outside $ 388,222 2,516 37,828 30,996 - 459,562
Intersegment - 17,743 587 337 (18,667) -
--------------------------------------------------------------
Total
revenues $ 388,222 20,259 38,415 31,333 (18,667) 459,562
Depreciation/
amortization $ 24,306 2,752 3,457 5,069 - 35,584
Interest
expense $ 22,810 11,333 - - (11,333) 22,810
Pretax
earnings $ 48,926 3,910 2,341 3,255 - 58,432
Income tax $ (17,512) (1,376) (863) (1,069) - (20,820)
Identifiable
assets $1,420,411 744,519 659,266 721,198 (331,713) 3,213,681
17
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
9. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Geographic Area Data United
(All amounts are in U.S. $'s) States Canada Consolidated
-----------------------------
(in thousands)
Quarter ended
June 30, 2001
-------------
Total revenues $ 508,740 11,142 519,882
Depreciation/amortization $ 41,833 1,013 42,846
Interest expense $ 21,068 52 21,120
Pretax earnings $ 35,703 2,506 38,209
Income tax $ (13,206) - (13,206)
Identifiable assets $ 3,348,071 55,923 3,403,994
Quarter ended
June 30, 2000
-------------
Total revenues $ 448,975 10,587 459,562
Depreciation/amortization $ 34,516 1,068 35,584
Interest expense $ 22,804 6 22,810
Pretax earnings $ 56,131 2,301 58,432
Income tax $ (20,820) - (20,820)
Identifiable assets $ 3,164,500 49,181 3,213,681
10. SUBSEQUENT EVENTS
On August 7, 2001, AMERCO declared a cash dividend of $3,241,000 ($0.53125
per preferred share) to preferred stockholders of record as of August 17, 2001.
18
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 AMERCO's 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 10 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
QUARTER ENDED JUNE 30, 2001 VERSUS QUARTER ENDED JUNE 30, 2000
Moving and Storage Operations
Revenues consist of rental revenues and net sales. Total rental revenue
was $335.4 million and $322.3 million for the quarters ended June 30, 2001 and
2000, respectively. Net revenues from the rental of moving related equipment
increased by $10.0 million. This increase is primarily attributable to higher
truck rental revenues. The growth in truck rental revenue primarily reflects
higher truck rental inventory. Storage revenues increased $1.0 million due to
increases in rates and in the number of storage rooms rented.
Net sales revenues were $62.4 million and $60.1 million for the quarters
ended June 30, 2001 and 2000, respectively. Revenue growth resulted from a 3.9%
increase in the sale of moving support items and a 15.7% increase in the sale of
propane.
Cost of sales was $33.8 million and $33.2 million for the quarters ended
June 30, 2001 and 2000, respectively. A higher sales volume contributed to the
increase.
Operating expenses before intercompany eliminations were $252.1 million and
$235.6 million for the quarters ended June 30, 2001 and 2000, 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.
Lease expense was $42.1 million and $37.7 million for the quarters ended
June 30, 2001 and 2000, respectively. This increase reflects additional leasing
activity over the past twelve months.
Net depreciation expense was $27.0 million and $20.1 million for the
quarters ended June 30, 2001 and 2000, respectively. The increase reflects an
increase in depreciation recognized on the rental truck fleet.
Operating profit before tax and intercompany elimination was $48.8 million
and $61.4 million for the quarters ended June 30, 2001 and 2000, respectively.
The decrease reflects increases in operating expenses over increases in
revenues.
19
Real Estate Operations
Rental revenue before intercompany eliminations was $17.9 million and $18.2
million for the quarters ended June 30, 2001 and 2000, respectively.
Intercompany revenue was $17.3 million and $17.7 million for the quarters ended
June 30, 2001 and 2000, respectively.
Net investment and interest income was $1.9 million and $2.1 million for
the quarters ended June 30, 2001 and 2000, respectively. This decrease
correlates to a reduction in Real Estate's average note and mortgage receivables
balance outstanding.
Lease expense was $4.1 million and $2.6 million for the quarters ended
June 30, 2001 and 2000, respectively. The increase reflects payments under a
synthetic lease facility being utilized to develop storage properties. These
expenses are reimbursed by the Moving and Storage Operations through
intercompany rent.
Net depreciation expense was $3.2 million and $2.6 million for the quarters
ended June 30, 2001 and 2000, respectively. The increase primarily reflects a
$0.5 million decrease in gains from the disposition of property.
Operating profit before tax and intercompany elimination was $14.8 million
and $15.2 million for the quarters ended June 30, 2001 and 2000, respectively.
The decrease reflects increases in lease expenses.
Property and Casualty
RepWest's premiums were $62.2 million and $30.4 million for the quarters
ended March 31, 2001 and 2000, respectively. General agency premium were $29.6
million and $7.6 million for the quarters ended March 31, 2001 and 2000,
respectively. The increase from 2000 to 2001 was the result of two agency
programs that grew significantly in the second half of 2000. Assumed treaty
reinsurance premium was $15.7 million and $9.8 million for the quarters ended
March 31, 2001 and 2000, respectively. Rental industry earnings were $8.5
million and $7.4 million for the quarters ended March 31, 2001 and 2000,
respectively.
Net investment income was $8.4 million and $8.0 million for the quarters
ended March 31, 2001 and 2000, respectively. The increase is attributed to
increased invested assets and increased gains.
Benefits and losses incurred were $60.3 million from $24.6 million for the
quarters ended March 31, 2001 and 2000, respectively. This increase is due to
agency programs in non standard auto and transportation that grew significantly
in the second half of 2000, as well as assumed treaty reinsurance, direct
multiple peril business and rental industry.
The amortization of deferred acquisition costs (DAC) was $5.0 million and
$3.2 million for the quarters ended March 31, 2001 and 2000, respectively.
The increase from 2000 to 2001 is mainly due to the premium growth and
resultant deferral of acquisition expenses in 2000 for the assumed treaty
and general agency programs.
Operating expenses were $10.9 million and $8.3 million for the quarters
ended March 31, 2001 and 2000, respectively. The increase is a result of
commissions on new agency business premium writings as well as assumed
reinsurance treaties and taxes resulting from increased premium writings.
Operating (loss)/profit before tax and intercompany elimination was $(5.6)
million and $2.3 million for the quarters ended March 31, 2001 and 2000,
respectively. The decrease is the result of additional incurred losses and
operating expense, offset by an increase in earned premiums.
20
Life Insurance
Net premiums were $39.6 million from $25.5 million for the quarters ended
March 31, 2001 and 2000, respectively. Oxford increased Medicare supplement
premiums by $14.6 million through direct writings and the acquisition of
Christian Fidelity Life Insurance Company (CFLIC). Other business segments had
premium decreases totaling $0.5 million.
Net investment income before intercompany eliminations increased $0.4
million to $6.2 million from $5.8 million for the quarters ended March 31, 2001
and 2000, respectively, due to a larger invested asset base.
Benefits incurred were $31.2 million and $17.7 million for the quarters
ended March 31, 2001 and 2000, respectively. This increase is primarily due to
a greater volume of Medicare supplement business in force after the acquisition
of CFLIC, which accounts for $13.0 million. Credit insurance and health
benefits increased $1.4 million from 2000 as loss ratios were higher quarter
over quarter. Life insurance and annuity benefits decreased $0.8 million for
the quarter.
Amortization of DAC and the value of business acquired (VOBA) was $4.8
million and $4.7 million for the quarters ended March 31, 2001 and 2000,
respectively.
Operating expenses were $7.2 million and $5.7 million for the quarters
ended March 31, 2001 and 2000, respectively. Commissions have increased $0.6
million from 2000 primarily due to the increase in Medicare supplement premiums.
General and administrative expenses net of fees collected increased $1.0 million
from 2000 primarily due to the acquisition of CFLIC.
Operating profit before tax and intercompany eliminations was $2.7 million
and $3.3 million for the quarters ended March 31, 2001 and 2000, respectively.
The decrease from 2000 is due primarily to loss experience in the health and
credit insurance segments.
Interest Expense
Interest expense was $21.1 million and $22.8 million for the quarters ended
June 30, 2001 and 2000, respectively. The decrease can be attributed to a
reduction in average cost of funds.
Consolidated Group
As a result of the foregoing, pretax earnings totaled $38.2 million and
$58.4 million for the quarters ended June 30, 2001 and 2000, respectively.
After providing for income taxes, net earnings were $25.0 million and $37.6
million for the quarters ended June 30, 2001 and 2000, respectively.
21
LIQUIDITY AND CAPITAL RESOURCES
Moving and Storage Operations
To meet the needs of its customers, U-Haul must maintain a large inventory
of fixed asset rental items. At June 30, 2001, net property, plant and
equipment represented approximately 63.8% of total assets from non-insurance
operations and approximately 40.9% of consolidated assets. In the quarters
ended June 30, 2001 and 2000, capital expenditures were $46.5 million and $143.0
million, respectively. These expenditures primarily reflect the expansion of
the rental truck fleet.
Cash provided by operating activities was $71.0 million and $21.1 million
for the quarters ended June 30, 2001 and 2000, 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 decreased earnings.
At June 30, 2001, total outstanding notes and loans payable was $1,143.3
million as compared to $1,156.8 million at March 31, 2001.
Real Estate Operations
Cash provided (used) by operating activities was $(20.8) million and $3.2
million for the quarters ended June 30, 2001 and 2000, respectively. The
decrease mainly resulted from a decrease in the intercompany payable balance.
Property and Casualty
Cash used by operating activities was $17.8 million and $5.8 million for
quarters ended March 31, 2001 and 2000, respectively. This change resulted from
increased accounts receivable and decreased unearned premium, net income and
funds withheld from December 2000 to March 2001, offset by an increase in loss
and loss adjusting expense reserves and reinsurance losses payable from December
2000 to March 2001.
RepWest's cash and cash equivalents and short-term investment portfolio
were $4.3 million and $1.2 million at March 31, 2001 and 2000, respectively.
The increase is a result of increased cash and cash equivalents on hand to fund
claim payments generated by new business.
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 78.4% of total
liabilities.
The liability for reported and unreported losses are 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.
22
Life Insurance
Oxford's primary sources of cash are premiums, receipts from interest-
sensitive products and investment income. The primary uses of cash are
operating costs and benefit payments to policyholders. Matching the investment
portfolio to the cash flow demands of the types of insurance being written is an
important consideration. Benefit and claim statistics are continually monitored
to provide projections of future cash requirements.
Cash provided (used) by operating activities was $(5.6) million and $1.5
million for the quarters ended March 31, 2001 and 2000, respectively. The
decrease in cash flows from operating activities in 2001 relates to paid loss
experience. Cash flows provided by financing activities were $1.8 million and
$3.1 million for the quarters ended March 31, 2001 and 2000, respectively. Cash
flows from deferred annuity sales increase investment contract deposits, which
are a component of financing activities. The decrease in 2001 from 2000 is due
to a higher ratio of annuity withdrawals versus deposits on our CFLIC annuity
contracts.
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 March 31, 2001 and 2000, short-term investments were $67.0
million and $65.1 million, 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, 2002, 2003 and 2004, U-Haul
estimates gross capital expenditures will average approximately $232 million
primarily reflecting rental fleet rotation. This level of capital expenditures,
combined with a potential range of $77.5 - $175 million in annual long-term debt
maturities, are expected to create annual average funding needs of approximately
$310 - $407 million. Management estimates that U-Haul will fund 100% of these
requirements with leases and internally generated funds, including proceeds from
the disposition of older trucks and other asset sales.
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 June 30, 2001, AMERCO had $1,143.3
million in total notes and loans payable outstanding and unutilized lines of
credit of approximately $96.4 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 and assets. At June 30, 2001, AMERCO
was in compliance with these covenants.
AMERCO is further restricted in the issuance of certain types of preferred
stock. AMERCO is prohibited from issuing shares of preferred stock that provide
for any mandatory redemption, sinking fund payment, or mandatory prepayment, or
that allow the holders thereof to require AMERCO or any subsidiary of AMERCO to
repurchase such preferred stock at the option of such holders or upon the
occurrence of any event or events without the consent of its lenders.
Reference is made to Note 5 of Notes to Consolidated Financial Statements
in AMERCO's Annual Report on Form 10-K for the fiscal year ended March 31, 2001
for additional information about AMERCO's credit agreements.
23
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to Part II, Item 7A, Quantitative and Qualitative
Disclosure About Market Risk, in AMERCO's Annual Report on Form 10-K for the
fiscal year ended March 31, 2001.
24
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, 2001 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, 2001 for a discussion of the California overtime litigation.
25
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)
(b) Reports on Form 8-K.
No report on Form 8-K was filed during the quarter ended June 30,
2001.
_________________
(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.
26
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: August 10, 2001 By: /S/ GARY B. HORTON
____________________________________
Gary B. Horton, Treasurer
(Principal Financial Officer)