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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 1997
---------------------------------------------------
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.
- ----------- ---------------------------------- ------------------
0-7862 AMERCO 88-0106815
(A Nevada Corporation)
1325 Airmotive Way, Suite 100
Reno, Nevada 89502-3239
Telephone (702) 688-6300
2-38498 U-Haul International, Inc. 86-0663060
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Registrant Title of Class on Which Registered
- ---------- -------------- ---------------------
AMERCO Series A 8 1/2% New York Stock Exchange
Preferred Stock
U-Haul International, Inc. None
Securities registered pursuant to Section 12(g) of the Act:
Registrant Title of Class
---------- --------------
AMERCO Common
U-Haul International, Inc. None
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 .
----- ----
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
22,614,087 shares of AMERCO Common Stock, $0.25 par value, were
outstanding at June 20, 1997. The aggregate market value of AMERCO
Common Stock held by non-affiliates (i.e., stock held by persons other
than officers and directors of AMERCO or those persons who are parties
to a stockholder agreement relating to 6,823,257 shares of AMERCO
Common Stock, was $197,874,453. The aggregate market value was
computed using the closing price for the Common Stock trading on
Nasdaq on June 20, 1997.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01
par value, were outstanding at June 20, 1997. None of these shares
were held by non-affiliates. U-Haul International, Inc. meets the
conditions set forth in General Instructions (J)(1)(a) and (b) of Form
10-K and is therefore filing this Form with the reduced disclosure
format.
Portions of AMERCO's definitive Proxy Statement relating to its
Annual Meeting of Stockholders to be held on August 22, 1997, are
incorporated by reference in Part III hereof.
2
TABLE OF CONTENTS
PAGE NO.
PART I
ITEM 1. BUSINESS...................................... 3
A. THE COMPANY.............................. 3
B. HISTORY.................................. 3
C. MOVING AND STORAGE OPERATIONS............ 3
D. INSURANCE OPERATIONS..................... 6
ITEM 2. PROPERTIES.................................... 11
ITEM 3. LEGAL PROCEEDINGS............................. 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.............................. 12
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS............... 13
ITEM 6. SELECTED FINANCIAL DATA....................... 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................... 16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.......................................... 26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE ................................... 26
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANTS............................... 26
ITEM 11. EXECUTIVE COMPENSATION........................ 26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT......................... 26
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.................................. 26
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K............. 27
3
PART I
ITEM 1. BUSINESS
A. THE COMPANY
AMERCO, a Nevada corporation (AMERCO or Company), is the
holding company for U-Haul International, Inc. (U-Haul), Amerco
Real Estate Company (AREC), Republic Western Insurance Company
(RWIC) and Oxford Life Insurance Company (Oxford). Throughout this
Form 10-K, unless the context otherwise requires, the term
"Company" includes all of the Company's subsidiaries. The
Company's principal executive offices are located at 1325 Airmotive
Way, Suite 100, Reno, Nevada 89502-3239, and the telephone number
of the Company is (702) 688-6300. As used in this Form 10-K, all
references to a fiscal year refer to the Company's fiscal year
ended March 31 of that year. RWIC and Oxford have been
consolidated on the basis of calendar years ended December 31.
Accordingly, all references to the years 1996, 1995 and 1994
correspond to the Company's fiscal years 1997, 1996 and 1995,
respectively. See Note 20 of Notes to Consolidated Financial
Statements in Item 8 for financial information regarding the
Company's three primary industry segments, which are represented by
Moving and Storage Operations (U-Haul and AREC), Property/Casualty
(Republic Western Insurance Company) and Life Insurance (Oxford
Life Insurance Company).
Moving and Storage Operations
Moving and self-storage operations consist of the rental of
trucks, automobile-type trailers and self-storage space to the do-
it-yourself mover under the registered tradename U-Haul
throughout the United States and Canada.
AREC owns the majority of the Company's real estate assets,
including the Company's U-Haul Center and Storage locations.
Property/Casualty
RWIC originates and reinsures property and casualty-type
insurance products for various market participants, including
independent third parties, the Company's customers and the Company.
Life Insurance
Oxford originates and reinsures life, health and annuity-type
insurance products and administers the Company's self-insured
employee health and dental plans.
B. HISTORY
The Company was founded in 1945 under the name "U-Haul Trailer
Rental Company". From 1945 to 1974, the Company rented trailers and,
starting in 1959, trucks on a one-way and "In-Town"
basis through independent dealers. Since 1974, the Company has developed
a network of Company-owned rental centers (U-Haul Centers) through
which U-Haul rents its trucks and trailers and provides related
products and services (e.g., the sale and installation of hitches,
as well as boxes and moving supplies). At March 31, 1997, the
Company's distribution network included 1,100 U-Haul Centers and
14,200 independent dealers.
C. MOVING AND STORAGE OPERATIONS
Business Strategies
The Company's present business strategy remains focused on do-
it-yourself moving and self-storage customers. The Company
believes that customer access, in terms of truck or trailer
availability and proximity of rental locations, is critical to its
success. Under the U-Haul name, this strategy is to offer, in an
integrated manner over an extensive and geographically diverse
network of over 15,000 Company-owned Centers and independent
dealers, a wide range of products and services to do-it-yourself
moving and self-storage customers.
4
Moving Operations
U-Haul has a variety of product offerings. Rental trucks have
been designed with do-it-yourself customers in mind, and include
features such as Low Decks, air conditioning,
power steering, automatic transmissions,
Gentle-Ride Suspensions, AM/FM cassette
stereo systems and over-the-cab storage. Aerodynamically designed
U-Haul trailers are suited to the low profile of many newly
manufactured automobiles. As of March 31, 1997, the U-Haul rental
equipment fleet consisted of 86,000 trucks, 85,000 trailers and
15,000 tow dollies.
Additionally, the Company provides support rental items such
as furniture pads, hand trucks, Appliance Dollies,
Utility Dollies, mirrors, tow bars, tow dollies and
bumper hitches. The Company also sells boxes, tape and packaging materials,
and rents additional items such as floor polishers and carpet cleaning
equipment at its U-Haul Center locations. U-Haul Centers also sell
and install hitches and towing systems, and propane.
U-Haul offers protection packages such as
(i) "Safemove", which provides moving customers with a
damage waiver, cargo protection and medical and life coverage and
(ii) "Safestor", which provides self-storage rental
customers with various insurance coverages.
Independent dealers receive U-Haul equipment on a consignment
basis and are paid a commission on gross revenues generated from
their rentals. The Company maintains contracts with its independent
dealers that can typically be canceled upon 30 days written notice
by either party.
A high percentage of the Company's rental revenue is derived
from do-it-yourself movers. Moving rentals include:
(i) "In-Town" rentals, where the equipment is
returned to the originating U-Haul location and (ii) one-way rentals,
where the equipment is returned to a U-Haul location in another city.
The U-Haul truck and trailer rental business tends to be
seasonal, with proportionally more transactions and revenues
generated in the spring and summer months than during the balance
of the year.
The Company designs and manufactures its truck van boxes,
trailers and various other support rental equipment items. The
Company's equipment is designed to achieve high safety standards,
simplicity of operation, reliability, convenience, durability and
fuel economy. Truck chassis are manufactured by both foreign and
domestic truck manufacturers. These chassis receive certain post-
delivery modifications and are joined with van boxes at seven
Company-owned manufacturing and assembly facilities in the United
States.
The Company services and maintains its trucks and trailers
through an extensive preventive-maintenance program, generally
performed at Company-owned facilities located at or near U-Haul
Centers. Major repairs are performed either by the chassis
manufacturers' dealers or by Company-owned repair shops and take
advantage of manufacturers' warranties.
Self-Storage Business
U-Haul entered the self-storage business in 1974 and since
then has increased the rentable square footage of its storage
locations through the acquisition of existing facilities and new
construction. In addition, the Company has entered into management
agreements to manage self-storage properties owned by others. The
Company also provides financing and management services for
independent self-storage businesses.
Through over 800 Company-owned or managed storage locations in
the United States and Canada, the Company offers for rent more than
19.7 million square feet of self-storage space. The Company's self-
storage facility locations range in size up to 149,000 square feet
of storage space, with individual storage spaces in sizes from 16
square feet to 400 square feet or larger.
The primary market for storage rooms is the storage of
household goods. With the addition of over 14,000 storage rooms
during fiscal 1997, average occupancy rates were in the mid 80%
5
range, with modest seasonal variation. During fiscal 1997 and
fiscal 1996, delinquent rentals as a percentage of total storage
rentals were approximately 6% in each year. The Company considers
this rate to be satisfactory.
Competition
The do-it-yourself moving truck and trailer rental market is
highly competitive and dominated by national operators in both the
"In-Town" and one-way markets. Two competitors,
Ryder and Budget Rent-A-Car, were sold during the past year and are
under new management. Management believes that there are two distinct
users of rental trucks: commercial users and do-it-yourself users.
As noted above, the Company focuses on the do-it-yourself mover. The
Company believes that the principal competitive factors are
convenience of rental locations, availability of quality rental
equipment and price.
The self-storage industry is highly competitive. The top
three national firms, including the Company, Public Storage and
Shurgard, account for only 11% of total industry square footage.
Efficient management of occupancy and delinquency rates, as well as
price and convenience, are key competitive factors.
Employees
For the period ended March 31, 1997, the Company's non-
seasonal work force consisted of 14,400 employees.
Amerco Real Estate Operations
AREC has responsibility for actively marketing properties
available for sale or lease. AREC is also responsible for managing
any environmental risks associated with the Company's real estate.
Environmental Matters
The environment is protected by many federal, state and local
laws. Environmental laws impact the way the Company stores and
disposes of various petroleum products (including gasoline, fuel
oil and waste oil), tires, batteries and other materials used in
the rental, maintenance and manufacturing of its rental fleets.
Since fiscal 1990, the Company has incurred environmental-related
expenditures of approximately $31.5 million primarily for removal
and disposal fees and remediation of over 2,600 underground storage
tanks. There are approximately 400 underground storage tanks
remaining.
The Company has been named as a "potentially responsible party"
with respect to disposal of hazardous waste at 16 federal and one
state superfund sites located in 13 states. The Company has entered
into settlements for 15 of the sites for de minimus amounts. One of
these sites has been disputed by the Company with no response for
over five years.
A subsidiary of U-Haul owns one property located within two
different state hazardous waste sites in the State of Washington.
The property is located in Yakima, Washington and is believed to
contain elevated levels of pesticide and other contaminant residue
as a result of onsite operations conducted by one or more former
owners. The State of Washington has designated the property as a
state hazardous waste site known as the "Yakima Valley Spray Site".
The subsidiary, U-Haul Co. of Inland Northwest (Inland Northwest),
has been named by the State of Washington as a "potentially liable
party" (PLP) under state law with respect to this site, along with
approximately 100 other companies and individuals. Inland
Northwest, together with eight other companies and persons, has
formed a committee that has retained an environmental consultant.
The process of site assessment on the Yakima Valley Spray Site is
ongoing and, based upon the information currently available to
Inland Northwest regarding the volume and nature of wastes present,
Inland Northwest is unable to reasonably assess the potential
investigation and cleanup costs, but the costs could be
substantial. Although Inland Northwest has entered into an
agreement with such other companies and persons under which Inland
Northwest has assumed responsibility for 20% of the costs to
investigate the site, no agreement among the parties with respect
to cleanup costs has been entered into at the date hereof.
6
In addition, Inland Northwest has been named by the State of
Washington as a PLP along with 300 other PLPs with respect to
another state-listed hazardous waste site known as the "Yakima
Railroad Site". The Yakima Valley Spray Site is located within the
Yakima Railroad Site. Inland Northwest has been notified that the
Yakima Railroad Site involves potential groundwater contamination
in an area of approximately two square miles. Inland Northwest has
contested its designation as a PLP at this site, but, at the date
hereof, no formal ruling has been issued in this matter.
In February 1992, the State of Washington issued an
enforcement order to Inland Northwest and eight other parties
requiring an interim remedial action and the provision of bottled
water to households that obtain drinking water from wells within
the Yakima Railroad Site. Without conceding any liability, Inland
Northwest and several of the other PLPs have implemented the
bottled water program. Over the past four years, Inland Northwest
has incurred an average annual expense of $720 for the bottled
water program. The State of Washington has stated its intention to
expand the existing municipal water system to supply municipal
water to those households currently receiving bottled water, and it
is estimated that the cost thereof will be approximately $6
million, with such cost being allocated among the 300 PLPs.
In addition, there will be costs associated with remedial
measures to address the regional groundwater contamination issue.
The process of site assessment on the Yakima Railroad Site is
ongoing and, based upon the information currently available to
Inland Northwest regarding the volume and nature of wastes present,
Inland Northwest is unable to reasonably assess the potential
investigation and clean-up costs, but the costs could be
substantial. Moreover, the investigative and remedial costs
incurred by the State can be imposed upon Inland Northwest and any
other PLP as a joint and several liability. At the date of this
report, other than the indication of the expansion of the municipal
water system, there has been no formal indication from the State of
Washington of its intentions regarding future cost recoveries at
the Yakima Railroad Site.
Based upon the information currently available to the Company,
compliance with the environmental laws and its share of
investigation and cleanup costs of the hazardous waste sites, the
Company is not expecting to incur losses with respect to the sites
that would have a material adverse effect on the Company's
financial position or operating results.
D. INSURANCE OPERATIONS
Business Strategies
RWIC's principal business strategy is to capitalize on its
knowledge of insurance products aimed at the moving and rental
markets. RWIC believes that providing U-Haul and U-Haul customers
insurance coverage has enabled it to develop expertise in the areas
of rental vehicle lessee insurance coverage, self-storage property
coverage and general rental equipment coverage. RWIC plans to
continue to use this knowledge to expand its customer base by
offering similar products to insureds other than U-Haul and its
customers. In addition, RWIC continues to expand its involvement
in specialized areas by offering commercial multi-peril and excess
workers' compensation coverages.
Oxford's business strategy emphasizes long-term capital growth
funded through earnings from direct writing, reinsurance and
investment activities. In the past, Oxford has selectively
reinsured life, health and annuity-type insurance products. Oxford
will pursue its growth strategy by originating life, annuity and
health insurance products via agent and direct distribution
channels. Oxford will also be providing reinsurance facilities to
well-managed insurance or reinsurance companies which offer similar
products and are in need of additional capital either as a result
of rapid growth or regulatory demands, or are interested in
divesting non-core business lines.
7
Property and Casualty
RWIC's underwriting activities consist of three basic areas:
U-Haul and U-Haul-affiliated underwriting, direct underwriting and
assumed reinsurance underwriting. U-Haul underwritings include
coverage for U-Haul and U-Haul employees and U-Haul-affiliated
underwritings consist primarily of coverage for U-Haul customers.
For the year ended December 31, 1996, approximately 38.5% of RWIC's
written premiums resulted from U-Haul and U-Haul-affiliated
underwriting activities. RWIC's direct underwriting is done
through underwriters and selected general agents. The products
provided include liability coverage for rental vehicle lessees,
storage rental properties and coverage for commercial multiple
peril and excess workers' compensation. RWIC's assumed reinsurance
underwriting is done via broker markets.
RWIC's liability for unpaid losses is based on estimates of
the ultimate cost of settling claims reported prior to the end of
the accounting period, estimates of reinsurers and estimates of
incurred but unreported losses which are based on RWIC's experience
and insurance industry historical experience. Unpaid loss
adjustment expenses are based on historical ratios of loss
adjustment expenses paid to losses paid.
The liabilities are estimates of the amount necessary to
settle all claims as of the date of the stated reserves and all
incurred but not reported claims. RWIC updates the reserves as
additional facts regarding claims become available. In addition,
court decisions, economic conditions and public attitudes impact
the estimation of reserves and also the ultimate cost of claims.
In estimating reserves, no attempt is made to isolate inflation
from the combined effect of numerous factors including inflation.
Unpaid losses and unpaid loss expenses are not discounted.
RWIC's unpaid loss and loss expenses are certified annually by
an independent actuarial consulting firm as required by state
regulation.
Activity in the liability for unpaid claims and claim
adjustment expenses is summarized as follows:
1996 1995 1994
---------------------------
(in thousands)
Balance at January 1 $ 341,981 329,741 314,482
Less reinsurance recoverable 73,873 74,663 76,111
---------------------------
Net balance at January 1 268,108 255,078 238,371
Incurred related to:
Current year 112,394 114,110 102,782
Prior years 11,527 8,292 6,576
---------------------------
Total incurred 123,921 122,402 109,358
Paid related to:
Current year 30,633 22,576 22,269
Prior years 89,041 86,796 70,382
---------------------------
Total paid 119,674 109,372 92,651
Net balance at December 31 272,355 268,108 255,078
Plus reinsurance recoverable 60,319 73,873 74,663
---------------------------
Balance at December 31 $ 332,674 341,981 329,741
===========================
As a result of changes in estimates of insured events in prior
years, the provision for unpaid loss and loss adjustment expenses
(net of reinsurance recoveries of $23.4 million) increased by $11.5
million in 1996 due to higher than anticipated losses and related
expenses for claims associated with assumed reinsurance and certain
retrospectively rated policies.
The table on page 10 illustrates the change in unpaid loss and
loss adjustment expenses. The first line shows the reserves as
originally reported at the end of the stated year. The second
section, reading down, shows the cumulative amounts paid as of the
end of successive years with respect to that reserve. The third
section, reading down, shows revised estimates of the original
recorded reserve as of the end of successive years. The last
section compares the latest revised estimated reserve amount to the
8
reserve amount as originally established. This last section is
cumulative and should not be summed.
The operating results of the property and casualty insurance
industry, including RWIC, are subject to significant fluctuations
due to numerous factors, including premium rate competition,
catastrophic and unpredictable events (including man-made and
natural disasters), general economic and social conditions,
interest rates, investment returns, changes in tax laws, regulatory
developments and the ability to accurately estimate liabilities for
unpaid losses and loss adjustment expenses.
Life Insurance
Oxford underwrites life, health and annuity insurance, both as
a direct writer and as an assuming reinsurer. Oxford's direct
writings are primarily related to the underwriting of credit life
and credit accident and health business, which accounted for 18.7%
of Oxford's premium revenues for the year ended December 31, 1996.
Oxford's other direct lines are related to group life and
disability coverage issued to employees of the Company. For the
year ended December 31, 1996, approximately 7.9% of Oxford's
premium revenues resulted from business with the Company. In
addition, direct premium revenue includes individual life insurance
acquired from other insurers. Oxford administers the Company's
self-insured group health and dental plans.
Oxford's reinsurance assumed lines, which accounted for
approximately 73.0% of Oxford's premium revenues for the year ended
December 31, 1996, include individual life insurance coverage,
annuity coverages, excess loss health insurance coverage, credit
life and credit accident and health. These reinsurance
arrangements are entered into with unaffiliated insurers.
Investments
RWIC's and Oxford's investments must comply with the insurance
laws of the State of Arizona, where the companies are domiciled.
These laws prescribe the type, quality and concentration of
investments that may be made. Moreover, in order to be considered
an acceptable reinsurer by cedents and intermediaries, a reinsurer
must offer financial security. The quality and liquidity of
invested assets are important considerations in determining such
security.
The investment philosophies of RWIC and Oxford emphasize
protection of principal through the purchase of investment grade
fixed-income securities. Approximately 97% of both RWIC's and
Oxford's fixed-income securities consist of investment grade
securities. The maturity distributions are designed to provide
sufficient liquidity to meet future cash needs.
Reinsurance
The Company's insurance operations assume and cede insurance
from and to other insurers and members of various reinsurance pools
and associations. Reinsurance arrangements are utilized to provide
greater diversification of risk and to minimize exposure on large
risks. However, the original insurer remains liable should the
assuming insurer not be able to meet its obligations under the
reinsurance agreements.
Regulation
RWIC and Oxford are subject to comprehensive regulation
throughout the United States. The regulation extends to such
matters as licensing companies and agents, restricting the types or
quality of investments, regulating capital and surplus and
actuarial reserve maintenance, setting solvency standards, filing
of annual and other reports on financial position, and regulating
trade practices. State laws also regulate transactions and
dividends between an insurance company and its parent or
affiliates, and generally require prior approval or notification
for any change in control of the insurance subsidiary.
In the past few years, the insurance and reinsurance
regulatory framework has been subjected to increased scrutiny by
the National Association of Insurance Commissioners (the NAIC),
state legislatures, insurance regulators and the United States
Congress. These regulators are considering increased regulations,
with an emphasis on insurance company investment and solvency
issues. It is not possible to predict the future impact of
changing state and federal regulation on the operations of RWIC and
Oxford.
9
RWIC and Oxford have adopted the NAIC minimum risk-based
capitalization requirements for insurance companies. As of
December 31, 1996, RWIC and Oxford are in compliance with these
requirements.
Competition
The highly competitive insurance industry includes a large
number of property and casualty insurance companies and life
insurance companies. Many competitors have been in business for a
longer period of time or possess substantially greater financial
resources. Competition in the insurance business is based upon
price, product design and services rendered to producers and
policyholders.
10
Unpaid Loss and Loss Adjustment Expenses
December 31
- --------------------------------------------------------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
- --------------------------------------------------------------------------------------------------------------------------
(in thousands)
Adjustment Expenses: $146,391 168,688 199,380 207,939 226,324 236,019 238,762 314,482 329,741 341,981 332,674
Paid (Cumulative)
as of:
One year later 54,627 49,681 59,111 50,992 55,128 65,532 83,923 70,382 86,796 89,041
Two years later 92,748 91,597 89,850 87,850 97,014 105,432 123,310 115,467 139,247
Three years later 124,278 110,834 114,979 116,043 120,994 126,390 153,030 146,640
Four years later 137,744 129,261 133,466 132,703 133,338 143,433 173,841
Five years later 151,354 142,618 145,864 142,159 144,764 153,730
Six years later 161,447 152,579 153,705 151,227 152,424
Seven years later 169,601 158,531 161,498 158,043
Eight years later 173,666 165,021 167,224
Nine years later 178,101 170,411
Ten years later 181,743
Reserve Reestimated
as of:
One year later 167,211 187,663 200,888 206,701 229,447 231,779 251,450 321,058 338,033 353,508
Two years later 192,272 190,715 202,687 206,219 221,450 224,783 254,532 323,368 340,732
Three years later 192,670 194,280 203,343 199,925 211,998 223,403 253,844 309,936
Four years later 199,576 195,917 199,304 198,986 207,642 214,854 231,536
Five years later 201,303 195,203 200,050 197,890 200,629 198,320
Six years later 202,020 196,176 198,001 194,601 189,601
Seven years later 202,984 196,770 197,112 189,175
Eight years later 202,654 196,072 195,522
Nine years later 203,285 196,169
Ten years later 204,814
Initial Reserve
in Excess
of (Less than)
Reestimated Reserve:
Amount (Cumulative) $(58,423) (27,481) 3,858 18,764 36,723 37,699 7,226 4,546 (10,991) (11,527)
11
ITEM 2. PROPERTIES
The Company and its subsidiaries own property, plant and equipment
that are utilized in the manufacture, repair and rental of U-Haul equipment
and that provide offices for the Company. Such facilities exist throughout
the United States and Canada. The majority of land and buildings used by
U-Haul is owned in fee and is substantially unencumbered, also U-Haul
manages storage facilities owned by others. In addition, U-Haul owns
certain real estate not currently used in its operations. U-Haul operates
1,100 U-Haul Centers (including Company-owned storage locations), manages
145 storage centers and operates 12 manufacturing and assembly facilities.
The Company also operates 80 repair facilities located at or near a U-Haul
Center.
ITEM 3. LEGAL PROCEEDINGS
See Note 14 of Notes to Consolidated Financial Statements in Item 8 for
disclosure of the action in the Superior Court of the State of Arizona,
Maricopa County, entitled Samuel W. Shoen, M.D., et al. v. Edward J. Shoen,
-------------------------------------------------
et al., No. CV88-20139, instituted August 2, 1988 and the resulting
- -------
bankruptcy proceedings (the "Shoen Litigation").
On September 7, 1995, Paul F. Shoen, major stockholder of the Company
and a director, filed a complaint in the Ninth Judicial District Court of
the State of Nevada, Douglas County, entitled Paul F. Shoen v. AMERCO, Case
-----------------------
No. 95-CV-0227. The complaint alleges that by failing to advance his
expenses, including attorneys' fees and other charges, incurred by him in
the Shoen Litigation and the subsequent bankruptcy proceedings, the Company
breached his indemnification agreement with the Company. Mr. Shoen alleges
that the Company has caused damages of no less than $297,183 as of
September 7, 1995, and seeks additional amounts to be alleged at trial.
The Company has denied the allegations and believes it has valid defenses
against his claims. Paul F. Shoen filed a motion for partial summary
judgment on November 15, 1995, and the Company filed an opposition and
cross-motion for partial summary judgment on December 11, 1995. This
matter was heard on November 12, 1996, and both motions were denied.
Sophia M. Shoen, a major stockholder of the Company, has reached a
tentative agreement with the Company, which is subject to execution of
definitive agreements, resolving a lawsuit in the Second Judicial District
Court of the State of Nevada, Case No. CV96-01628 arising out of an
arbitration proceeding entitled JAMS-ENDISPUTE Link No. 940517195. In the
--------------
arbitration proceeding, Sophia Shoen alleged that the Company breached her
Share Repurchase and Registration Rights Agreement, dated as of May 1, 1992
(the Rights Agreement), with the Company by failing to timely register the
sale of her shares of Common Stock which were sold to the public in
November 1994. If the tentative agreement if consummated, (i) the Company
will pay Sophia M. Shoen $1.25 million, (ii) the Rights Agreement will be
terminated, (iii) Sophia M. Shoen will release the Company and others from
any liability relating to the foregoing proceedings and the Rights
Agreement, (iv) the Company will release Sophia M. Shoen and others from
any liability relating to the foregoing proceedings and the Rights
Agreement and (v) the shares of Common Stock held by Sophia M. Shoen will
be released from a stockholder agreement covering approximately 70% of the
Company's Common Stock. No assurance can be given that definitive
agreements will be executed or that this tentative agreement will be
consummated.
In the normal course of business, the Company is a defendant in a
number of suits and claims. The Company 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 the suits, claims, or proceedings
involving the Company, individually or in the aggregate, are expected to
result in a material loss. See "Item 1. Business - Environmental
Matters."
12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 17, 1997, the Company held its Combined Annual Meeting of
Stockholders. Prior to the meeting, the Company had not held annual
meetings of stockholders for 1994, 1995 or 1996. The 1994 Annual Meeting
of Stockholders was delayed as a result of litigation initiated by Paul F.
Shoen in July 1994. The 1994 Annual Meeting as well as the 1995 and 1996
Annual Meetings were subsequently delayed by court order in connection with
certain litigation involving the Shoen family relating to control of the
Company. As of October 1, 1996, the Company was no longer subject to any
restriction on its ability to hold annual meetings of stockholders.
At the Combined Annual Meeting of Stockholders, Aubrey K. Johnson and
Paul F. Shoen were elected to serve until the 1998 Annual Meeting of
Stockholders; William E. Carty and Charles J. Bayer were elected to serve
until the 1999 Annual Meeting of Stockholders; and Mark V. Shoen and Edward
J. Shoen were elected to serve until the 2000 Annual Meeting of
Stockholders. John M. Dodds and James P. Shoen continue as directors, with
terms expiring at the 1997 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 Combined Annual Meeting of
Stockholders:
Matters Submitted Votes Votes Votes Abstentions Broker
To a Vote Cast Cast Withheld Non-
For Against Votes
===============================================================================
1. Election of Directors
Aubrey K. Johnson 19,750,812 45,032 - - -
Paul F. Shoen 19,590,162 118,054 - - -
William E. Carty 19,759,375 45,032 - - -
Charles J. Bayer 19,758,697 44,782 - - -
Mark V. Shoen 19,743,851 45,683 - - -
Edward J. Shoen 19,751,564 45,683 - - -
2. Proposal to Amend the
Restated Articles of
Incorporation of the
Company 18,875,086 245,934 - 55,289 -
3. Proposal to ratify the
decision of the Board
of Directors to apply
the U-Haul Drug
Screening Program to
members of the Board
of Directors
(advisory vote only) 18,314,727 743,517 - 96,618 -
Subsequent to the Combined Annual Meeting of Stockholders,
on February 4, 1997, Mark V. Shoen resigned from the Board of Directors.
On that date, pursuant to Article III, Section 2 of the Company's By-Laws,
the Board of Directors elected Richard J. Herrera, whose term expired at
the Combined Annual Meeting of Stockholders, to fill the vacancy created by
Mark V. Shoen's resignation.
13
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of June 20, 1997, there were approximately 2,500 holders of record
of the Company's Common Stock.
The Company's Common Stock has been traded on Nasdaq National Market
(Nasdaq) since November 1994. In October 1996, the Company announced the
change of its trading symbol to "UHAL" from "AMOO" to be more reflective of
the majority of its operations. The following table sets forth the high
and low closing prices of the common stock of AMERCO trading on Nasdaq for
the periods indicated.
For the Years Ended March 31,
---------------------------------------------
1997 1996
---------------------------------------------
High Low High Low
------------------ -----------------
First quarter 28 1/4 19 1/2 23 3/4 19 1/2
Second quarter 41 21 1/2 19 3/4 14 3/4
Third quarter 48 1/2 33 1/2 21 16 1/2
Fourth quarter 38 1/2 24 1/2 25 1/2 17
The Company has not declared any cash dividends to common stockholders
for the two most recent fiscal years.
The Company does not have a formal dividend policy. The Company's
Board of Directors periodically considers the advisability of declaring and
paying dividends in light of existing circumstances. See Note 19 of Notes
to Consolidated Financial Statements in Item 8 for a discussion of certain
statutory restrictions on the ability of the Company's insurance
subsidiaries to pay dividends to the Company.
See Note 15 of Notes to Consolidated Financial Statements in Item 8
for a discussion of the Company's non-cash dividends. See Note 6 of Notes
to Consolidated Financial Statements in Item 8 for a discussion of changes
to common shares outstanding and per share amounts.
The common stock of U-Haul is wholly-owned by the Company. As a
result, no active trading market exists for the purchase and sale of such
common stock. No cash dividends were declared to the Company by U-Haul
during the two most recent fiscal years.
On August 30, 1996, the Company sold 100,000 shares of its Series B
Preferred Stock for a total purchase price of $100 million to Blue Ridge
Investments, LLC, a subsidiary of NationsBank Corporation. Exemption from
registration for this transaction was claimed pursuant to Section 4(2) of
the Securities Act of 1933, as amended, regarding transactions by an issuer
not involving any public offering. The Series B Preferred Stock is
convertible under certain circumstances into 4,000,000 shares, subject to
the Company's prior right to redeem the Series B Preferred Stock, of
AMERCO's Common Stock or all of the outstanding capital stock of Picacho
Peak Investment Co., a wholly-owned subsidiary of the Company.
14
Item 6. Selected Financial Data.
AMERCO AND CONSOLIDATED SUBSIDIARIES
ITEM 6. SELECTED FINANCIAL DATA
For the Years Ended March 31,
-------------------------------------------------------------------
1997 1996 1995 1994 1993
-------------------------------------------------------------------
(in thousands, except per share data and ratios)
Summary of Operations:
Rental, net sales and other revenue $ 1,212,079 1,150,040 1,103,367 1,011,562 939,724
Premiums and net investment income 213,024 200,238 177,733 162,151 139,465
--------- --------- --------- --------- ---------
1,425,103 1,350,278 1,281,100 1,173,713 1,079,189
--------- --------- --------- --------- ---------
Operating and advertising expense
and cost of sales (4) 1,022,077 936,284 824,170 774,699 735,978
Benefits, losses and amortization of
deferred acquisition costs 171,254 168,363 144,303 130,168 115,969
Depreciation (5) 74,721 81,847 151,409 133,485 110,105
Interest expense 73,523 67,558 67,762 68,859 67,958
--------- --------- --------- --------- ---------
1,341,575 1,254,052 1,187,644 1,107,211 1,030,010
--------- --------- --------- --------- ---------
Pretax earnings from operations 83,528 96,226 93,456 66,502 49,179
Income tax expense (29,344) (35,832) (33,424) (19,853) (17,270)
--------- --------- --------- --------- ---------
Earnings from operations before
extraordinary loss on early
extinguishment of debt and
cumulative effect of change
in accounting principle 54,184 60,394 60,032 46,649 31,909
Extraordinary loss on early
extinguishment of debt, net (6) (2,319) - - (3,370) -
Cumulative effect of change in
accounting principle, net (7) - - - (3,095) -
--------- --------- --------- --------- ---------
Net earnings $ 51,865 60,394 60,032 40,184 31,909
========= ========= ========= ========= =========
Earnings from operations before
extraordinary loss on early
extinguishment of debt and cumulative
effect of change in accounting
principle per common share (2) (3) (8) $ 1.44 1.33 1.23 1.06 .83
Net earnings per common share (2) (3) (8) 1.35 1.33 1.23 .89 .83
Weighted average common shares
outstanding (2) (8) 25,479,651 35,736,335 38,190,552 38,664,063 38,664,063
Cash dividends declared:
Preferred stock 16,875 12,964 12,964 4,753 -
Common stock - - - 3,147 1,994
Ratio of earnings to fixed charges (1) 1.64 1.89 1.87 1.64 1.45
15
Item 6. continued
AMERCO AND CONSOLIDATED SUBSIDIARIES
ITEM 6. SELECTED FINANCIAL DATA, continued
For the Years Ended March 31,
--------------------------------------------------------------------
1997 1996 1995 1994 1993
--------------------------------------------------------------------
(in thousands)
Balance Sheet Data:
Total property, plant and
equipment, net $ 1,247,066 1,316,715 1,274,246 1,174,236 989,603
Total assets 2,718,994 2,823,407 2,605,989 2,344,442 2,024,023
Notes and loans payable 983,550 998,220 881,222 723,764 697,121
Stockholders' equity (8) 602,320 649,548 686,784 651,787 479,958
(1) For purposes of computing the ratio of earnings to fixed charges,
"earnings" consists of pretax earnings from operations plus total fixed
charges excluding interest capitalized during the period and "fixed
charges" consists of interest expense, preferred stock dividends,
capitalized interest, amortization of debt expense and discounts and one-
third of the Company's annual rental expense (which the Company believes
is a reasonable approximation of the interest factor of such rentals).
(2) Reflects the adoption of Statement of Position 93-6, "Employers'
Accounting for Employee Stock Ownership Plans".
(3) For the fiscal year ended March 31, 1997, 1996, 1995 and 1994, earnings
and net earnings per common share were computed after giving effect to
the dividends on the Company's Series A 8 1/2% preferred stock and Series
B floating rate stock for the fiscal year ended 1997.
(4) Reflects the adoption of Statement of Position 93-7, "Reporting on
Advertising Costs" during the year ended March 31, 1996.
(5) Reflects the change in estimated residual value during the year ended
March 31, 1996.
(6) See "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations".
(7) Reflects the adoption of Statement of Financial Accounting Standards No.
106, "Employers' Accounting for Postretirement Benefits other than
Pensions".
(8) Reflects the acquisiton of treasury shares acquired pursuant to the Shoen
Litigation as discussed in "Item 7. Managment's Discussion and Analysis
of Financial Condition and Results of Operations - Stockholder
Litigation".
16
ITEM 7. 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 the
Company from time to time in filings with the Securities and
Exchange Commission or otherwise. Such forward looking statements
are within the meaning of that term in Section 27A of the
Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended. Such statements many 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 the Company's report
and in the Notes to the Company's Consolidated Financial Statements, describe
factors, among others, that could contribute to or cause such differences,
or that could affect the Company's stock price.
General
For financial statement preparation, the Company's insurance
subsidiaries report on a calendar year basis while the Company
reports on a fiscal year basis ending March 31. Accordingly, with
respect to the Company's insurance subsidiaries, any reference to
the years 1996, 1995 and 1994 correspond to the Company's fiscal
years 1997, 1996 and 1995, respectively. There have been no events
related to such subsidiaries between January 1 and March 31 of
1997, 1996 or 1995 that would materially affect the Company's
consolidated financial position or results of operations as of and
for the fiscal years ended March 31, 1997, 1996 and 1995,
respectively.
Information on industry segments is incorporated by reference
to "Item 8. Financial Statements and Supplementary Data - Notes 1,
19 and 20 of Notes to Consolidated Financial Statements". The
notes discuss the principles of consolidation, summarized
consolidated financial information and industry segment and
geographic 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
Fiscal Year Ended March 31, 1997 Versus Fiscal Year Ended March 31, 1996
Moving and Storage Operations
Revenues consist of total rental and other revenue and net
sales.
Total rental and other revenue increased by $61.2 million,
approximately 6.3%, to $1,029.2 million in fiscal 1997. The
increase in net revenues resulted from growth in the rental of
moving-related equipment and self-storage market, which grew in the
aggregate by $40.6 million to $974.5 million, as compared to $933.9
million in fiscal 1996. Truck rental revenues growth was due to
improved utilization, an increase in the fleet size and higher
average dollars per transaction. Self-storage facilities rental
growth was positively impacted by additional rentable square
footage and higher management fees derived from storage facilities
managed for others. Other revenues increased in the aggregate by
$20.6 million. An increase in net gains from the sale of real
property of $10.1 million was the largest contributor to the
increase over the prior year for other revenues.
17
Net sales revenues were $179.4 million in fiscal 1997, an increase of
3.2% as compared to fiscal 1996 net sales of $173.8 million. Revenue growth
from the sale of moving support items (i.e. boxes, etc.), propane and hitches
resulted in an $8.3 million increase during the year, offset by a $2.7 million
decrease in revenue from gasoline sales and outside repair income.
Cost of sales was $107.0 million in fiscal 1997, a decrease of 1.6% from
$108.7 million in fiscal 1996. A contributing factor towards the decrease was
a $4.9 million decrease in allowances for inventory shrinkage and other
inventory adjustments. Material costs from the sale of propane and hitches
increased by $3.7 million reflecting higher sales levels.
Operating expenses increased to $898.7 million in fiscal 1997 from
$821.3 million during fiscal 1996, an increase of 9.4%. An aggregate
increase in personnel, rental equipment maintenance and rental equipment
lease expense of $56.8 million contributed to the increase. Increased rental,
sales and repair activity increased personnel costs. Expansion of the rental
fleet and transactional growth resulted in higher rental equipment maintenance
costs. Increased leasing activity resulted in higher lease expense for
rental equipment. Advertising expense in fiscal 1997 declined by $7.0 million
to $31.9 million from $38.9 million in fiscal 1996. This decrease reflects a
one-time expense of $8.6 million recognized in fiscal 1996, due to the
adoption of Statement of Position 93-7. The Company had been deferring
yellow page directory costs and amortizing the costs over the life of
the directory. The Company is currently reviewing its implementation
procedures. All other operating expense categories increased in the aggregate
by $27.6 million to $232.0 million.
Depreciation expense in fiscal 1997 declined by $7.1 million
to $74.7 million from $81.8 million in the prior year. The decline
from the prior year is due to the increase in leasing activity and
the sale/leaseback of rental trailers in June 1996.
Property and Casualty
RWIC gross premium writings for the year ended December 31,
1996 were $167.8 million as compared to $174.2 million in 1995.
The rental industry market accounts for a significant share of
total premiums, 46.5% and 45.2% in 1996 and 1995, respectively.
These writings include U-Haul customers, fleetowners and U-Haul as
well as other rental industry insureds with similar characteristics.
RWIC continues underwriting reinsurance via broker markets. Premiums
in this area decreased during 1996 to $49.0 million, or 29.2% of total
gross premiums, from comparable 1995 figures of $50.1 million, or
28.7% of total premiums. This decrease can be primarily attributed
to inadequate pricing and market conditions. Premium writings in
selected general agency lines were 13.1% of total gross written premiums in
1996 as compared to 16.3% in 1995. This decrease resulted from a business
decision to withdraw from a regional commercial multiple peril market.
RWIC continued its direct multiple peril coverage of various commercial
properties and businesses during 1996. These premiums accounted for 10.7%
of the total gross written premium during the year ended December 31, 1996
as compared to 9.1% during 1995.
Net earned premiums increased $15.7 million, or 11.2%, to
$156.5 million for the year ended December 31, 1996, compared with
premiums of $140.8 million for the year ended December 31, 1995.
The premium increase was primarily due to increased earnings on the
rental industry and direct multiple peril markets, offset by
decreases in assumed broker market reinsurance and general agency lines.
18
Underwriting expenses incurred were $170.8 million for the
year ended December 31, 1996, an increase of $19.9 million or 13.2%
over 1995. Comparable underwriting expenses incurred for 1995 were
$150.9 million. The increase is attributed to increased commission
expense and losses incurred. Commission expense at December 1995
was reduced by $9.0 million in order to realize a guaranteed margin
on a canceled general agency program with the Pace American Group
of Companies. Commission expense in 1996 includes a $2.0 million
allowance for doubtful accounts as a result of a settlement
agreement with the Receiver for American Bonding Company, which
provided for the return of $2.3 million of funds held as
collateral. Losses incurred increased in the rental industry
liability and broker market reinsurance segments, and was offset by
a decrease in the general agency lines. The ratio of underwriting
expenses to net earned premium was 1.09 in 1996 as compared to 1.07
in 1995.
Net investment income was $30.6 million for the year ended
December 31, 1996, an increase of 2.2% over 1995 net investment
income of $29.9 million. The marginal increase resulted from
enhanced yield provided by an increased investment in preferred
stock.
Income before tax expense was $18.3 million for the year ended
December 31, 1996, as compared to $21.4 million for the year ended
December 31, 1995. This represents a decrease of $3.1 million, or
14.5% over 1995. Increased premium earnings and investment income
were offset by a disproportionate increase in underwriting expenses
as discussed above.
Life Insurance
Premiums from Oxford's reinsurance lines before intercompany
eliminations were $20.3 million for the year ended December 31,
1996, an increase of $0.9 million or 4.6% over 1995 and accounted
for 73.0% of Oxford's premiums in 1996. These premiums are
primarily from matured term life insurance and deferred annuity
contracts. Increases in premiums are primarily from the
anticipated increase in annuitizations as a result of the maturing
of deferred annuities.
Premiums from Oxford's direct lines before intercompany
eliminations were $7.5 million in 1996, a decrease of $0.1 million
or 1.3% from the prior year. This decrease in direct premium is
primarily attributable to the credit life and credit accident and
health business ($5.2 million in premium). Oxford's direct
business related to group life and disability coverage issued to
employees of the Company accounted for approximately 7.9% of
premiums for the year ended December 31, 1996. Other direct lines,
including the credit business, accounted for approximately 19.1% of
Oxford's premiums in 1996.
Net investment income before intercompany eliminations was
$18.7 million and $16.5 million for the years ended December 31,
1996 and 1995, respectively. This increase is due to increasing
margins on the interest sensitive business. Gains (losses) on the
disposition of investments were $(0.4) million and $4.8 million for
1996 and 1995, respectively. Oxford reported $2.3 million and $6.8
million of other income for 1996 and 1995, respectively.
Benefits and expenses incurred were $38.3 million for the year
ended December 31, 1996, an increase of 1.3% over 1995. Comparable
benefits and expenses incurred for 1995 were $37.8 million. This
increase is primarily due to an increase in annuitizations on
maturing deferred annuities, partially offset by decreases in death
benefits and amortization of deferred acquisition costs.
Operating profit before tax and intercompany eliminations
decreased by $2.0 million, or approximately 15.9%, in 1996 to $10.6
million, primarily due to the realization of capital gains in 1995.
The decrease in operating profit was partially offset by larger
margins on Oxford's interest sensitive business in 1996.
Interest Expense
Interest expense increased by $5.9 million to $73.5 million in
fiscal 1997, as compared to $67.6 million in the prior year. The
increase resulted from higher average debt levels during fiscal
1997.
19
Extraordinary Loss on Extinguishment of Debt
During the second quarter of fiscal 1997, the Company extinguished debt
of approximately $76.3 million by irrevocably placing cash into a trust of
U.S. Treasury securities to be used to satisfy scheduled payments of principal
and interest. The Company also extinguished $86.2 million of its long-term
notes originally due in fiscal 1997 through fiscal 1999. These transactions
resulted in an extraordinary loss of $2.3 million, net of tax of $1.4 million
($0.09 per share).
Results of Operations - Consolidated Group
As a result of the foregoing, pretax earnings from operations
of $83.5 million were realized in fiscal 1997, as compared to $96.2
million for fiscal 1996. After providing for income taxes and
extraordinary loss on early extinguishment of debt, net of tax; net
earnings for fiscal 1997 were $51.9 million, as compared to $60.4
million for the prior year.
Fiscal Year Ended March 31, 1996 Versus Fiscal Year Ended March 31, 1995
Moving and Storage Operations
Revenues consist of total rental and other revenue and net sales.
Total rental and other revenue increased by $40.2 million
(4.3%) to $968.0 million during fiscal 1996. The increase in net
revenues results from growth in the rental of moving related
equipment and self-storage facilities which increased in the
aggregate by $39.2 million to $933.9 million, as compared to $894.7
million for fiscal 1995. In excess of 53% of the rental revenue
growth was realized during the fourth quarter of fiscal 1996.
Moving related rental revenues benefited from transactional growth
(volume) within the rental fleet. Self-storage facilities rental
growth was positively impacted by an increase in same store rents
realized per rentable square foot, higher management fees derived
from storage facilities managed for others and additional rentable square
footage. Other revenues increased in the aggregate by $1.0 million.
Net sales revenues were $173.8 million for fiscal 1996, an
increase of approximately 2.1% from fiscal 1995 net sales of $170.2
million. Revenue growth from the sale of moving support items
(i.e., boxes, etc.), hitches and propane resulted in a $9.1 million
increase during the year, which was offset by a $1.2 million
decrease in revenue from gasoline sales consistent with the
Company's ongoing efforts to remove underground storage tanks and
gradually discontinue gasoline sales. Other sales decreased by
$5.2 million due to the sale of discontinued repair parts during
the fourth quarter of fiscal 1995.
Cost of sales was $108.7 million for fiscal 1996, an increase
of 16.2% from $93.5 million for fiscal 1995. This increase in cost
of sales reflects a $7.0 million increase in material costs from
the sale of moving support items, hitches and propane as a result
of higher sales levels and an $8.1 million increase in allowances
for inventory shrinkage and other inventory adjustments.
Operating expenses increased to $821.3 million during fiscal
1996 from $723.9 million during fiscal 1995, an increase of 13.5%.
Increased rental equipment maintenance costs of $53.6 million were
related to rental fleet expansion and transactional growth.
Increased personnel costs of $16.8 million were due to the increase
in rental, sales and repair activity. Advertising expense increased
to $38.9 million during fiscal 1996 from $29.1 million for fiscal
1995. The increase primarily reflects a one-time expense of $8.6
million recognized during the first quarter of fiscal 1996, due to
the adoption of Statement of Position 93-7 which requires immediate
recognition of advertising costs not qualifying as direct-response.
All other operating expense categories increased in the aggregate
by $17.2 million, 6.7%, to $273.5 million.
20
Depreciation expense for fiscal 1996 was $81.8 million, as
compared to $151.4 million for fiscal year 1995. During the third
and fourth quarters of fiscal 1996, based on the Company's in-depth
market analysis, the Company increased the estimated residual value
of certain rental trucks. The effect of the change in estimate
reduced depreciation expense for fiscal 1996 by $71.4 million
($35.7 million during the third quarter, $26.6 million during the
fourth quarter for the fourth quarter change and $9.1 million
during the fourth quarter for the third quarter change). The effect of the
change increased net income for fiscal year 1996 by $44.4 million.
Property and Casualty
RWIC gross premium writings for the year ended December 31,
1995 were $174.2 million as compared to $179.2 million in 1994. As
in prior years, the rental industry market accounts for a
significant share of total premiums, approximately 45.2% and 42.8%
in 1995 and 1994, respectively. These writings include U-Haul
customers, fleetowners and U-Haul as well as other rental industry
insureds with similar characteristics. RWIC continues underwriting
reinsurance via broker markets. Premiums in this area decreased in
1995 to $50.1 million, or 28.7% of total gross premiums, from
comparable 1994 figures of $58.3 million, or 32.5% of total
premiums. This decrease can be primarily attributed to RWIC
electing not to renew several treaties because of inadequate
pricing or terms. Also contributing to the decrease was the
discontinuation of a significant fronting arrangement. Premium
writings in selected general agency lines were 16.3% of total gross
written premiums in 1995 as compared to a 15.1% in 1994. RWIC
expanded its direct business in 1995 to include multiple peril
coverage for a variety of commercial properties and businesses.
These premiums accounted for 9.1% of the total gross written
premium during the year ended December 31, 1995.
Net earned premiums increased $7.4 million, or 5.6%, to $140.8
million for the year ended December 31, 1995, compared with
premiums of $133.4 million for the year ended December 31, 1994.
This increase was primarily due to increased earnings on the
assumed treaty reinsurance business and the expanded commercial
coverage discussed above, offset by decreased premiums on canceled
agent programs and rental industry liability lines.
Underwriting expenses incurred were $150.9 million for the
twelve months ended December 31, 1995, an increase of $8.8 million
or 6.2% over 1994. The increase occurred in incurred loss and loss
adjusting expense, offset by decreased commissions expense. The
change in incurred loss and loss adjusting expense resulted from
increases on general agency, rental industry liability and assumed
treaty reinsurance, partially offset by improved underwriting
results in other programs. The decrease in commission expense
resulted from an adjustment made to realize a guaranteed margin on
a canceled general agency program. The ratio of underwriting
expenses to net earned premium remained the same, 1.07, in both
1995 and 1994.
Net investment income was $29.9 million for the year ended
December 31, 1995, an increase of 3.1% over 1994 net investment
income of $29.0 million. The increase is the result of favorable
interest rates along with a larger portfolio due to growth in
business.
Income before tax expense was $21.4 million as compared to
$23.2 million for the year ended December 1994. This represents a
decrease of $1.8 million, or 7.8% over 1994. Increased premium
earnings and investment income were offset by a disproportionate
increase in underwriting expenses as discussed above.
Life Insurance
Premiums from Oxford's reinsurance lines before intercompany
eliminations were $19.4 million for the year ended December 31,
1995, an increase of $2.0 million or approximately 11.5% over 1994
and accounted for 71.8% of Oxford's premiums in 1995. These
premiums are primarily from term life insurance and deferred
annuity contracts that have matured. Increases in premiums are
primarily from the anticipated increase in annuitizations as a
result of the maturing of deferred annuities and from additional
production in the credit life and credit accident and health
business.
21
Premiums from Oxford's direct lines before intercompany
eliminations were $7.6 million in 1995, an increase of $1.4 million
or 22.6% from the prior year. This increase in direct premium is
primarily attributable to the credit life and credit accident and
health business ($5.6 million in premium). Oxford's direct
business related to group life and disability coverage issued to
employees of the Company accounted for approximately 7.2% of
premiums for the year ended December 31, 1995. Other direct lines,
including the credit business, accounted for approximately 21.0% of
Oxford's premiums in 1995.
Net investment income before intercompany eliminations was
$16.5 million and $14.1 million for the years ended December 31,
1995 and 1994, respectively. This increase is due to increasing
margins on the interest sensitive business. Gains on the
disposition of fixed maturity investments were $4.8 million and
$1.3 million for 1995 and 1994, respectively. Oxford reported $2.0
million and $1.9 million of other income for 1995 and 1994,
respectively.
Benefits and expenses incurred were $37.8 million for the year
ended December 31, 1995, an increase of 21.9% over 1994.
Comparable benefits and expenses incurred for 1994 were $31.0
million. This increase is primarily due to disability, credit life
and credit disability benefits incurred and an increase in the
amortization of deferred acquisition costs, primarily as a result
of the increase in realized capital gains on the disposition of
fixed maturities.
Operating profit before intercompany eliminations increased by
$2.9 million, or approximately 29.9%, in 1995 to $12.6 million,
primarily due to the increasing margins on the interest sensitive
business and gains on the disposition of fixed maturity
investments, which were partially offset by the increase in the
amortization of deferred acquisition costs.
Interest Expense
Interest expense decreased by $0.2 million to $67.6 million in
fiscal 1996, as compared to $67.8 million in fiscal 1995. Despite
average debt levels increasing, interest expense declined
reflecting a reduction in the average cost of funds.
Results of Operations - Consolidated Group
As a result of the foregoing, pre-tax earnings of $96.2
million were realized in fiscal 1996 as compared to $93.5 million
in fiscal 1995. After providing for income taxes, net earnings for
fiscal 1996 were $60.4 million as compared to $60.0 million for the
same period of the prior year.
22
Quarterly Results
The following table presents unaudited quarterly results for
the eight quarters in the period beginning April 1, 1995 and ending
March 31, 1997. The Company believes that all necessary
adjustments have been included in the amounts stated below to
present fairly, and in accordance with generally accepted
accounting principles, the selected quarterly information when read
in conjunction with the consolidated financial statements
incorporated herein by reference. The Company's U-Haul moving and
storage operations are seasonal and proportionally more of the
Company's revenues and net earnings from its U-Haul moving and
storage operations are generated in the first and second quarters
of each fiscal year (April through September). The operating
results for the periods presented are not necessarily indicative of
results for any future period (in thousands except per share data).
Quarter Ended
----------------------------------------------
Jun 30 Sep 30 Dec 31 Mar 31
1996 1996 1996 1997
----------------------------------------------
Total revenues $ 379,192 417,223 320,583 308,105
Earnings from operations
before extraordinary loss
on early extinguishment
of debt (6) - 39,741 (9,538) -
Net earnings (loss) (4) (6) 40,005 37,737 (9,853) (16,024)
Weighted average common
shares outstanding (2) (5) 32,015,301 27,675,192 20,359,873 21,868,241
Earnings from operations
before extraordinary loss
on early extinguishment
of debt per common share (6) - 1.29 (0.72) -
Net earnings (loss) per
common share (1) (2) (5) (6) 1.15 1.22 (0.74) (0.97)
Quarter Ended
----------------------------------------------
Jun 30 Sep 30 Dec 31 Mar 31
1995 1995 1995 1996
----------------------------------------------
Total revenues $ 348,698 389,861 313,063 298,656
Net earnings (loss) (3) (4) 15,177 35,332 7,701 2,184
Weighted average common
shares outstanding (2) (5) 37,958,426 37,931,825 36,796,961 32,554,458
Net earnings (loss) per
common share (1) (2) 0.31 0.85 0.13 (0.04)
_______________
(1) Net earnings (loss) per common share amounts were computed
after giving effect to the dividends on the Company's Preferred Stock.
(2) Reflects the adoption of Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plan".
(3) Reflects the adoption of Statement of Position 93-7, "Reporting
on Advertising Costs" in the first quarter of fiscal 1996.
(4) Reflects the change in estimated residual value during the
third and fourth quarters of fiscal 1996.
(5) Reflects the acquisition of treasury shares acquired pursuant
to the Shoen Litigation as discussed in "Item 7. Management's Discussion
and Analysis of Financial condition and Results of Operations-Stockholder
Litigation".
(6) During second quarter of fiscal 1997, the Company extinguished
$76.3 million of debt and $86.2 million of its long-term notes originally
due in fiscal 1997 through fiscal 1999. This resulted in an extraordinary
loss of $2.3 million, net of tax of $1.4 million ($0.09 per share).
23
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 March 31, 1997,
net property, plant and equipment represented 68.9% of total U-Haul
assets and 45.8% of consolidated assets. In fiscal 1997, capital
expenditures were $203.9 million as compared to $291.1 million in
fiscal 1996, reflecting expansion of the rental fleet in both
periods, purchase of trucks previously leased and real property
acquisitions. The capital needs required to fund these
acquisitions were funded with internally generated funds from
operations and the proceeds of equity, debt and lease financings.
Cash flows from operating activities were $156.7 million in
fiscal 1997, as compared to $146.6 million and $178.0 million in
fiscal 1996 and 1995, respectively. The increase from the prior
year is due to payoffs of mortgage receivables offset by higher
operating expenses.
Property and Casualty
Cash flows from operating activities were $15.0 million, $31.0
million and $28.8 million for the years ended December 31, 1996,
1995 and 1994, respectively. The change is due to decreased
unearned premium reserve, temporary increases in paid losses
recoverable and due from affiliates and a smaller increase in loss
and expense reserves than for the year ended December 31, 1995.
These decreases in cash were offset by a decrease in accounts
receivable.
RWIC's cash and cash equivalents and short-term investment
portfolio were $30.8 and $10.5 million at December 31, 1996 and
1995, respectively. This level of liquid assets, combined with
budgeted cash flow, is adequate to meet periodic needs. The
balances reflect funds in transition from maturity proceeds to long-
term investments, as well as funds for an investment in a Texas-
based self-storage corporation, made in February 1997, in which
RWIC invested $13.5 million in exchange for a 27.3% limited
partnership interest. The structure of the long-term portfolio is
designed to match future liability cash needs. Capital and
operating budgets allow RWIC to schedule cash needs in accordance
with investment and underwriting proceeds.
RWIC maintains a diversified securities investment portfolio,
primarily in bonds at varying maturity levels with 97.6% 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 is
adequate, with current invested assets equal to 99.4% of total
liabilities.
Stockholder's equity increased 2.2% from $188.2 million at
December 31, 1995 to $192.3 million at December 31, 1996. RWIC
considers current stockholder's equity to be adequate to support
future growth and absorb unforeseen risk events. RWIC does not use
debt or equity issues to increase capital and therefore has no
exposure to capital market conditions. RWIC paid dividends of $6.7
million in December 1996 to its parent.
Applicable laws and regulations of the State of Arizona
require the Company's insurance subsidiaries to maintain minimum
capital determined in accordance with statutory accounting
practices. With respect to RWIC, such amount is $1.0 million. In
addition, the amount of dividends that can be paid to stockholders
by insurance companies domiciled in the State of Arizona is
limited. Any dividend in excess of the limit requires prior
regulatory approval.
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
24
consideration. Benefit and claim statistics are continually
monitored to provide projections of future cash requirements.
Cash provided by operating activities was $16.5 million, $9.0
million and $15.2 million for the years ended December 31, 1996,
1995 and 1994, respectively. In 1996, cash flows provided (used)
by financing activities were $(10.0) million. During 1995 and
1994, cash flows provided by financing activities were $87.9
million and $1.1 million, respectively. Cash flows from deferred
annuity sales increase investment contract deposits, which are a
component of financing activities, as well as an increase in the
purchase of fixed maturities which are a component of investing
activities. 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 December 31, 1996 and
1995, short-term investments aggregated $4.5 million and $10.8
million, respectively. In February 1997, Oxford invested $11.0
million for a 22.2% limited partnership in a Texas-based self-
storage corporation. Management believes that the overall sources
of liquidity will continue to meet foreseeable cash needs.
Stockholder's equity of Oxford decreased to $75.3 million in
1996 from $106.2 million in 1995. During 1996, Oxford paid cash
dividends of $33.9 million to its parent.
Applicable laws and regulations of the State of Arizona
require the Company's insurance subsidiaries to maintain minimum
capital and surplus determined in accordance with statutory
accounting practices. With respect to Oxford, such amount is $0.6
million. In addition, the amount of dividends that can be paid to
shareholders by insurance companies domiciled in the State of
Arizona is limited. Any dividend in excess of the limit requires
prior regulatory approval. Statutory surplus which can be
distributed as dividends without regulatory approval is zero at
December 31, 1996. Any 1997 dividend requires prior regulatory
approval.
Consolidated Group
During each of the fiscal years ending March 31, 1998, 1999
and 2000, U-Haul estimates gross capital expenditures will range
from $250-$300 million as a result of acquisitions for the rental
fleet and self-storage locations. This level of capital
expenditures, combined with an average of approximately $75 million
in annual long-term debt maturities during this same period, are
expected to create annual average funding needs of approximately
$325-$375 million. Management estimates that U-Haul will fund
between 70% and 88% with internally generated funds, including
proceeds from the disposition of older trucks and other asset
sales. The remainder of the required capital expenditures will be
financed either through lease fundings, credit facilities, new debt
placements or equity offerings.
Credit Agreements
The Company'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, the Company routinely enters into sale and
leaseback transactions. As of March 31, 1997, the Company had
$983.6 million in total notes and loans payable outstanding and
unutilized committed lines of credit of approximately $490.0
million.
Certain of the Company'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 March 31, 1997, the Company was in
compliance with these covenants.
The Company is further restricted in the issuance of certain
types of preferred stock. The Company 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 the Company or any subsidiary
25
of the Company 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.
Stockholder Litigation
On October 1, 1996, the Company paid the last portion of a
total of approximately $448.1 million to the plaintiffs (non-
management members of the Shoen family and their affiliates) in
full settlement of a long-standing legal dispute involving the
Shoen family and related to control of the Company. As a result,
the plaintiffs that owned AMERCO stock were required to transfer
all of their shares of Common Stock to the Company. The total
number of shares transferred was 18,254,976.
An issue remains regarding whether or not the plaintiffs are
entitled to statutory post-judgment interest at the rate of ten
percent (10%) per year from February 21, 1995 (the date the
Director-Defendants filed for protection under Chapter 11) until
the judgment was satisfied. On July 19, 1996, the bankruptcy
court ruled the plaintiffs are entitled to such interest. The
Director-Defendants and the Company have appealed the court's
decision. The Company has deposited approximately $48.2 million
into an escrow account to secure payment of the disputed interest,
pending final resolution of this issue (including all appeals by
either side). If the interest issue is decided adversely to the
Company and the Director-Defendants, the amount deposited into the
escrow account will be transferred to the plaintiffs. The ultimate
outcome of this issue will not have the effect of increasing or
decreasing the Company's net income, but could reduce stockholders'
equity.
The Company has deducted for income tax purposes approximately
$324.0 million of the payments made to the plaintiffs. While the
Company believes that such income tax deductions are appropriate,
there can be no assurance that such deductions ultimately will be
allowed in full.
Other
On April 1, 1995, the Company implemented Statement of
Position 93 - 7, "Reporting on Advertising Costs", issued by the
Accounting Standards Executive Committee in December 1993. This
statement of position provides guidance on financial reporting on
advertising costs in annual financial statements. Upon
implementation, the Company recognized additional advertising
expense of $8,647,000 for advertising costs not qualifying as
direct-response. The adoption had the effect of reducing net
income by $5,474,000 ($0.15 per share) for the year ended March
31, 1996. The Company is currently reviewing its implementation
procedures.
Other pronouncements issued by the Financial Accounting
Standards Board adopted during the year are not material to the
consolidated financial statements of the Company. Further,
pronouncements with future effective dates are either not
applicable or not material to the consolidated financial statements
of the Company.
The Company has conducted a review of its computer systems to
identify those areas that could be affected by the "Year 2000"
issue and is developing an implementation plan to resolve the
issue. The Company presently believes, with modification to
existing software and converting to new software, the Year 2000
problem will not pose significant operational problems and is not
anticipated to be material to its financial position or results of
operations in any given year.
Impact of Inflation
Inflation has had no material financial effect on the Company's
results of operations in the years discussed.
26
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Accountants and Consolidated
Financial Statements of the Company, including the notes to such
statements and the related schedules, are set forth on pages 30
through 81 and are hereby incorporated herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNT
ING AND FINANCIAL DISCLOSURE
The Registrants have had no disagreements with their
independent accountant in regard to accounting and financial
disclosure matters and have not changed their independent
accountant during the two most recent fiscal years.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Information regarding (i) directors and executive officers of
the Company is set forth under the captions "Election of
Directors", "Executive Officers of the Company", and "Shoen
Litigation" and (ii) compliance with Section 16(a) is set forth
under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's Proxy Statement relating to the 1997
Annual Meeting of Stockholders (the "1997 Proxy Statement")
incorporated by reference into this Form 10-K Report, which will be
filed with the Securities and Exchange Commission in accordance
with Rule 14a-6 promulgated under the Securities Exchange Act of
1934, as amended. With the exception of the foregoing information
and other information specifically incorporated by reference into
this report, the 1997 Proxy Statement is not being filed as a part
hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is set forth
under the caption "Executive Compensation" in the 1997 Proxy
Statement, which information is incorporated herein by reference;
provided, however, that the "Board Report on Executive
Compensation" and the "Performance Graph" contained in the 1997
Proxy Statement are not incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial
owners and management is set forth under the caption "Security
Ownership of Certain Beneficial Owners and Management" in the 1997
Proxy Statement, which information is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related
transactions of management is set forth under the captions "Certain
Relationships and Related Transactions" and "Shoen Litigation" in
the 1997 Proxy Statement, which information is incorporated herein
by reference.
27
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
Page No.
--------
1. Financial Statements
Report of Independent Accountants 30
Consolidated Balance Sheets -
March 31, 1997 and 1996 31
Consolidated Statements of Earnings -
Years ended March 31, 1997, 1996 and 1995 33
Consolidated Statements of Changes in Stockholders'
Equity - Years ended March 31, 1997, 1996 and 1995 34
Consolidated Statements of Cash Flows - Years ended
March 31, 1997, 1996 and 1995 36
Notes to Consolidated Financial Statements 38
2. Additional Information
Summary of Earnings of Independent Trailer Fleets 74
Notes to Summary of Earnings of Independent
Trailer Fleets 75
3. Financial Statement Schedules required to be filed
by Item 8 and Paragraph (d) of this Item 14
Condensed Financial Information of Registrant --
Schedule I 77
Supplemental Information (For Property-Casualty
Insurance Underwriters) -- Schedule V 81
All other schedules are omitted as the required information is
not applicable or the information is presented in the financial
statements or related notes thereto.
(b) No report on Form 8-K has been filed during the last quarter
of the period covered by this report.
28
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Order Confirming Plan (1)
2.2 Second Amended and Restated Debtor's Plan of
Reorganization Proposed by Edward J. Shoen (1)
3.1 Restated Articles of Incorporation (2)
3.2 Restated By-Laws of AMERCO as of August 27, 1996 (3)
4.1 Debt Securities Indenture (1)
4.2 First Supplemental Indenture, Dated as of May 6, 1996 (4)
4.3 Stockholders Rights Plan (5)
4.4 AMERCO Stock Option and Incentive Plan(5)
10.1 AMERCO Employee Savings, Profit Sharing and
Employee Stock Ownership Plan (5)
10.2 U-Haul Dealership Contract (5)
10.3 Share Repurchase and Registration Rights Agreement (5)
10.4 Share Repurchase and Registration Rights Agreement (5)
10.5 ESOP Loan Credit Agreement (6)
10.6 ESOP Loan Agreement (6)
10.7 Trust Agreement for the AMERCO Employee Savings,
Profit Sharing and Employee Stock Ownership Plan(6)
10.8 Amended Indemnification Agreement (6)
10.9 Indemnification Trust Agreement (6)
10.10 Promissory Note between SAC Holding Corporation
and a subsidiary of AMERCO
10.11 Promissory Notes between Four SAC Self-Storage Corporation
and a subsidiary of AMERCO
10.12 Management Agreement between Three SAC Self-Storage
Corporation and a subsidiary of AMERCO
10.13 Management Agreement between Four SAC Self-Storage
Corporation and a subsidiary of AMERCO
10.14 Settlement Agreement, dated September 19, 1995, among
Mary Anna Shoen Eaton, Maran, Inc., Edward J. Shoen,
James P. Shoen, Aubrey K. Johnson, John M. Dodds,
William E. Carty and AMERCO(8)
10.15 Full and Final Release of All Claims, dated September 19,
1995, executed by Maran, Inc., Mary Anna Shoen Eaton and
Timothy Eaton (8)
10.16 Full and Final Release of All Claims, dated September 19,
1995, executed by AMERCO, Edward J. Shoen, James P. Shoen,
Aubrey K. Johnson, John M. Dodds and William E. Carty (8)
10.17 Stock Purchase Agreement, dated September 19, 1995 among
Mary Anna Shoen Eaton, Maran, Inc., Edward J. Shoen,
James P. Shoen, Aubrey K. Johnson, John M. Dodds and
William E. Carty (8)
10.18 Agreement, dated October 17, 1995, among AMERCO,
Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
John M. Dodds and William E. Carty (8)
10.19 Directors' Release, dated October 17, 1995, executed by
Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
John M. Dodds and William E. Carty in favor of AMERCO (8)
10.20 AMERCO Release, dated October 17, 1995, executed by AMERCO
in favor of Edward J. Shoen, James P. Shoen,
Aubrey K. Johnson, John M. Dodds and William E. Carty (8)
10.21 Settlement Agreement with Paul F. Shoen (9)
10.22 Series B Preferred Stock Purchase Agreement, dated as of
August 30, 1996 (3)
10.23 Side Agreement, dated as of October 29, 1996(3)
10.24 Settlement Agreement, dated October 15, 1996 between
L.S. Shoen and AMERCO
12 Statements Re: Computation of Ratios
21 Subsidiaries of AMERCO
29
c. Exhibits, continued
23 Consent of Independent Accountants
27 Financial Data Schedule
________________
(1) Incorporated by reference to the Company's Registration
Statement on Form S-3, Registration no. 333-1195.
(2) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1992, file no.
0-7862.
(3) Incorporated by reference to the Company Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996, file no.
0-7862.
(4) Incorporated by reference to the Company's Current Report on
Form 8-K, dated May 6, 1996.
(5) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended March 31, 1993, file no. 0-7862.
(6) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended March 31, 1990, file no. 0-7862.
(7) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994, file no.
0-7862.
(8) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995, file no.
0-7862.
(9) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended March 31, 1995, file no. 0-7862.
30
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors
and Stockholders of AMERCO
In our opinion, the consolidated financial statements listed in the
index appearing under Item 14(a)(1) and (3) on page 27 present
fairly, in all material respects, the financial position of AMERCO
and its subsidiaries at March 31, 1997 and 1996, and the results of
their operations and their cash flows for each of the three years in
the period ended March 31, 1997, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in accordance
with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for advertising costs in
fiscal 1996.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Summary of
Earnings of Independent Trailer Fleets included on pages 74 through
76 of this Form 10-K is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
Phoenix, Arizona
June 23, 1997
31
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets
March 31,
Assets 1997 1996
---------------------
(in thousands)
Cash and cash equivalents $ 41,752 31,168
Receivables 238,523 340,564
Inventories 65,794 45,891
Prepaid expenses 17,264 16,415
Investments, fixed maturities 859,694 879,702
Investments, other 127,306 126,555
Deferred policy acquisition costs 48,598 49,995
Other assets 72,997 16,402
---------------------
Property, plant and equipment, at cost:
Land 209,803 212,593
Buildings and improvements 814,744 769,380
Furniture and equipment 199,126 188,734
Rental trailers and other rental
equipment 148,807 256,411
Rental trucks 947,911 968,131
General rental items 21,600 24,197
---------------------
2,341,991 2,419,446
Less accumulated depreciation 1,094,925 1,102,731
---------------------
Total property, plant and equipment 1,247,066 1,316,715
---------------------
$ 2,718,994 2,823,407
=====================
The accompanying notes are an integral part of these consolidated financial
statements.
32
Liabilities and Stockholders' Equity 1997 1996
---------------------
(in thousands)
Liabilities:
Accounts payable and accrued
expenses $ 131,099 151,754
Notes and loans 983,550 998,220
Policy benefits and losses, claims
and loss expenses payable 469,134 483,561
Liabilities from premium deposits 433,397 410,787
Cash overdraft 23,606 32,159
Other policyholders' funds and
liabilities 30,966 25,713
Deferred income 35,247 2,926
Deferred income taxes 9,675 68,739
---------------------
Stockholders' equity:
Serial preferred stock, with or
without par value, 50,000,000
shares authorized -
Series A preferred stock, with no par
value, 6,100,000 shares authorized;
6,100,000 shares issued and
outstanding as of March 31, 1997
and 1996 - -
Series B preferred stock, with no par
value, 100,000 shares authorized;
100,000 shares issued and
outstanding as of March 31, 1997,
none issued and outstanding as of
March 31, 1996 - -
Serial common stock, with or without
par value, 150,000,000 shares
authorized -
Series A common stock of $0.25 par
value, 10,000,000 shares
authorized; 5,762,495 shares
issued as of March 31, 1997 and 1996 1,441 1,441
Common stock of $0.25 par value,
150,000,000 shares authorized;
36,487,505 and 34,237,505 shares
issued as of March 31, 1997 and
1996, respectively 9,122 8,559
Additional paid-in capital 337,933 165,756
Foreign currency translation
adjustment (14,133) (11,877)
Unrealized gain on investments 4,411 11,097
Retained earnings 644,009 609,019
---------------------
982,783 783,995
Less:
Cost of common shares in treasury, net
(19,635,913 and 7,209,077 shares
as of March 31, 1997 and 1996,
respectively) 359,723 111,118
Unearned employee stock
ownership plan shares 20,740 23,329
---------------------
Total stockholders' equity 602,320 649,548
Contingent liabilities and commitments
---------------------
$ 2,718,994 2,823,407
=====================
The accompanying notes are an integral part of these consolidated financial
statements.
33
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Earnings
Years ended March 31,
1997 1996 1995
----------------------------------
(in thousands except per share data)
Revenues
Rental and other revenue $ 1,032,697 976,234 933,163
Net sales 179,382 173,806 170,204
Premiums 163,603 154,249 135,648
Net investment income 49,421 45,989 42,085
----------------------------------
Total revenues 1,425,103 1,350,278 1,281,100
Costs and expenses
Operating expense 915,102 827,622 730,685
Cost of sales 106,975 108,662 93,485
Benefits and losses 154,761 151,232 133,407
Amortization of deferred
acquisition costs 16,493 17,131 10,896
Depreciation 74,721 81,847 151,409
Interest expense 73,523 67,558 67,762
----------------------------------
Total costs and
expenses 1,341,575 1,254,052 1,187,644
Pretax earnings
from operations 83,528 96,226 93,456
Income tax expense (29,344) (35,832) (33,424)
----------------------------------
Earnings from operations before
extraordinary loss on early
extinguishment of debt 54,184 60,394 60,032
Extraordinary loss on early
extinguishment of debt, net (2,319) - -
----------------------------------
Net earnings $ 51,865 60,394 60,032
==================================
Earnings per common share:
Earnings from operations
before extraordinary loss
on early extinguishment of
debt $ 1.44 1.33 1.23
Extraordinary loss on early
extinguishment of debt, net (0.09) - -
----------------------------------
Net earnings $ 1.35 1.33 1.23
==================================
Weighted average common
shares outstanding 25,479,651 35,736,335 38,190,552
==================================
The accompanying notes are an integral part of these consolidated financial
statements.
34
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Years ended March 31,
1997 1996 1995
---------------------------
(in thousands)
Series A common stock of $0.25 par
value: 10,000,000 shares
authorized, 5,762,495 shares issued
in 1997, 1996 and 1995
Beginning of year $ 1,441 1,441 1,438
Exchange for Series A common
stock - - 871
Exchange for common stock - - (868)
---------------------------
End of year 1,441 1,441 1,441
---------------------------
Common stock of $0.25 par value:
150,000,000 shares authorized in
1997, 1996 and 1995, 36,487,505
shares issued in 1997, 34,237,505
in 1996 and 1995
Beginning of year 8,559 8,559 8,562
Issuance of common stock 563 - -
Exchange for Series A common
stock - - (871)
Exchange for common stock - - 868
---------------------------
End of year 9,122 8,559 8,559
---------------------------
Additional paid-in capital:
Beginning of year 165,756 165,675 165,651
Issuance of preferred stock 98,546 - -
Issuance of common stock 73,146 - -
Issuance of common shares under
leveraged employee stock
ownership plan 485 81 24
---------------------------
End of year 337,933 165,756 165,675
---------------------------
Foreign currency translation:
Beginning of year (11,877) (12,435) (11,152)
Change during year (2,256) 558 (1,283)
---------------------------
End of year (14,133) (11,877) (12,435)
---------------------------
Unrealized gain (loss) on
investments:
Beginning of year 11,097 (6,483) 679
Change during year (6,686) 17,580 (7,162)
---------------------------
End of year 4,411 11,097 (6,483)
---------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
35
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity,
continued
Years ended March 31,
1997 1996 1995
---------------------------
(in thousands)
Retained earnings:
Beginning of year 609,019 561,589 514,521
Net earnings 51,865 60,394 60,032
Preferred stock dividends paid:
Series A ($2.13 per share for
1997, 1996 and 1995) (12,964) (12,964) (12,964)
Series B ($39.11 per share
for 1997) (3,911) - -
---------------------------
End of year 644,009 609,019 561,589
---------------------------
Less Treasury stock:
Beginning of year 111,118 10,461 10,461
Net increase (12,426,836 shares
in 1997, 5,873,140 shares in
1996) 248,605 100,657 -
---------------------------
End of year 359,723 111,118 10,461
---------------------------
Less Unearned employee stock
ownership plan shares:
Beginning of year 23,329 21,101 17,451
Increase in loan 2 4,576 5,672
Repayments from loan (2,591) (2,348) (2,022)
---------------------------
End of year 20,740 23,329 21,101
---------------------------
Total stockholders' equity $ 602,320 649,548 686,784
===========================
The accompanying notes are an integral part of these consolidated financial
statements.
36
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended March 31,
1997 1996 1995
----------------------------
(in thousands)
Cash flows from operating
activities:
Net earnings $ 51,865 60,394 60,032
Depreciation and amortization 94,364 102,427 163,890
Provision for losses on accounts
receivable 3,465 4,492 4,958
Net (gain) loss on sale of real
and personal property (7,979) 2,142 (3,390)
Gain on sale of investments (728) (5,172) (868)
Changes in policy liabilities
and accruals (403) 20,010 32,489
Additions to deferred policy
acquisition costs (13,065) (21,507) (12,119)
Net change in other operating
assets and liabilities 60,662 24,056 (22,848)
----------------------------
Net cash provided by operating
activities 188,181 186,842 222,144
Cash flows from investing
activities:
Purchases of investments:
Property, plant and equipment (203,943) (291,057) (434,992)
Fixed maturities (189,763) (332,155) (186,000)
Preferred stock (10,875) - -
Real estate - (8,127) (11,576)
Mortgage loans (38,339) (10,560) (107,571)
Proceeds from sales of
investments:
Property, plant and equipment 240,787 165,490 185,098
Fixed maturities 206,995 190,846 192,428
Preferred stock 59 - -
Real estate 934 2,749 927
Mortgage loans 38,906 29,447 18,535
Changes in other investments 5,402 9,169 (12,327)
-----------------------------
Net cash provided (used) by
investing activities 50,163 (244,198) (355,478)
The accompanying notes are an integral part of these consolidated financial
statements.
37
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
Years ended March 31,
1997 1996 1995
----------------------------
(in thousands)
Cash flows from financing
activities:
Net change in short-term
borrowings (347,000) 84,500 178,750
Proceeds from notes 562,300 140,141 68,845
Debt issuance costs (6,240) (1,663) (1,422)
Loan to leveraged Employee Stock
Ownership Plan (2) (4,576) (5,672)
Repayments from leveraged Employee
Stock Ownership Plan loan 2,591 2,348 2,022
Principal payments on notes (229,970) (107,643) (90,137)
Issuance of preferred stock 98,546 - -
Issuance of common stock 73,709 - -
Extraordinary loss on early
extinguishment of debt, net (2,319) - -
Net change in cash overdraft (8,553) 796 4,804
Preferred stock dividends paid (16,875) (12,964) (12,964)
Treasury stock acquisitions, net (248,605) (100,657) -
Deferred tax-treasury stock (80,997) (34,938) -
Investment contract deposits 81,678 163,423 65,386
Investment contract withdrawals (57,789) (75,529) (59,434)
Escrow deposit (48,234) - -
----------------------------
Net cash provided (used) by
financing activities (227,760) 53,238 150,178
----------------------------
Increase (decrease) in cash
and cash equivalents 10,584 (4,118) 16,844
Cash and cash equivalents at
beginning of year 31,168 35,286 18,442
----------------------------
Cash and cash equivalents at
end of year $ 41,752 31,168 35,286
============================
The accompanying notes are an integral part of these consolidated financial
statements.
38
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
AMERCO, a Nevada corporation (the Company), is the holding
company for U-Haul International, Inc. (U-Haul), Amerco Real Estate
Company (AREC), Republic Western Insurance Company (RWIC) and Oxford
Life Insurance Company (Oxford). All references to a fiscal year
refer to the Company's fiscal year ended March 31 of that year.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
parent corporation, AMERCO, and its subsidiaries, all of which are
wholly-owned. All material intercompany accounts and transactions of
AMERCO and its subsidiaries have been eliminated.
The operating results and financial position of AMERCO's
consolidated insurance operations are determined as of December 31 of
each year. There were no effects related to intervening events
between January 1 and March 31 of 1997, 1996 or 1995 that would
materially affect the consolidated financial position or results of
operations for the financial statements presented herein. See Note 19
of Notes to Consolidated Financial Statements for additional
information regarding the insurance subsidiaries.
DESCRIPTION OF BUSINESS
Moving and self-storage operations consist of the rental of
trucks, automobile-type trailers and self-storage space to the do-it-
yourself mover under the registered tradename U-Haulr throughout the
United States and Canada. Additionally, the Company sells related
products (such as boxes, tape and packaging materials). AREC owns the
majority of the Company's real estate assets, including the Company's
Center and Storage locations. AREC has responsibility for actively
marketing properties available for sale or lease. AREC is also
responsible for managing any environmental risks associated with the
Company's real estate.
RWIC originates and reinsures property and casualty type insurance
products for various market participants, including independent third
parties, the Company's customers and the Company. RWIC's principal
strategy is to capitalize on its knowledge of insurance products aimed
at the moving and rental markets.
Oxford originates and reinsures life, health and annuity type
insurance products and administers the Company's self-insured employee
health plan.
RWIC and Oxford have been consolidated on the basis of calendar
years ended December 31. Accordingly, all references to the years
1996, 1995 and 1994 correspond to the Company's fiscal years 1997, 1996
and 1995, respectively.
FOREIGN CURRENCY
The consolidated financial statements include the accounts of U-
Haul Co. (Canada) Ltd., a subsidiary of the Company.
Assets and liabilities, denominated in currencies other than U.S.
dollars, are translated to U.S. dollars at the exchange rate as of the
balance sheet date. Income and expense amounts are translated at the
average exchange rate during the fiscal year. The related translation
gains or losses are included as a separate component of shareholders'
equity.
39
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers liquid investments with an original
maturity of three months or less to be cash equivalents.
RECEIVABLES
Accounts receivable of RWIC and Oxford include premiums and
agents' balances due, net of commissions payable and amounts due from
ceding reinsurers. Accounts receivable of RWIC and Oxford are reduced
by amounts considered by management to be uncollectible. Accounts
receivable of the Company's moving and storage subsidiaries include
mortgage and other notes receivable and trade accounts receivable.
Accounts receivable are reduced by amounts considered by management to
be uncollectible based on historical collection loss experience and a
review of the current status of existing receivables by the Company's
rental subsidiaries.
INVENTORIES
Inventories are primarily valued at the lower of cost or market.
Cost is determined using the LIFO (last-in, first-out) method.
INVESTMENTS
Fixed maturities consist of bonds and redeemable preferred stocks
which are classified as held-to-maturity or available-for-sale. Fixed
maturity investments classified as held-to-maturity are recorded at
cost adjusted for the amortization of premiums or accretion of
discounts while those classified as available-for-sale are recorded at
fair value with unrealized gains or losses reported on a net basis as
a separate component of shareholders' equity. Gains and losses on the
sale of securities classified as available-for-sale are reported as a
component of revenues using the specific identification method. The
Company does not currently maintain a trading portfolio. Mortgage
loans on real estate held by the insurance subsidiaries are carried at
unpaid balances, net of allowance for possible losses and any
unamortized premium or discount. Real estate is carried at cost less
accumulated depreciation. Policy loans are carried at their unpaid
balance. Impaired securities are written down to fair value which
becomes the new cost basis. Fair values for investments are based on
quoted market prices or dealer quotes.
Short-term investments consist of other securities scheduled to
mature within one year of their acquisition date. See Note 4 of Notes
to Consolidated Financial Statements.
Interest on bonds and mortgage loans is recognized when earned.
Dividends on common and redeemable preferred stocks are recognized on
ex-dividend dates. Realized gains and losses on the sale of
investments are recognized at the trade date and included in revenues
using the specific identification method.
40
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
DEFERRED POLICY ACQUISITION COSTS
Commissions and other costs incurred in acquiring traditional
life insurance, interest sensitive annuity contracts, accident and
health insurance and property-casualty insurance, which vary with and
are primarily related to the production of new business, have been
deferred.
Traditional life, certain annuity and accident and health
acquisition costs are amortized over the premium paying period of the
related policies in proportion to the ratio of annual premium income
to expected total premium income. Such expected premium income is
estimated using assumptions as to mortality and withdrawals consistent
with those used in calculating the policy benefit reserves.
Credit and health acquisition costs are deferred and amortized
over the term of the contracts in relation to premiums earned.
Acquisition costs for annuity contracts are being amortized over
the lives of the contracts in relation to the present value of
estimated gross profits from surrender charges and investment,
mortality and expense margins.
Property-casualty acquisition costs are amortized over the
related contract period which generally does not exceed one year.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost and are
depreciated on the straight-line and accelerated methods over the
estimated useful lives of the assets. Maintenance is charged to
operating expenses as incurred, while renewals and betterments are
capitalized. Major overhaul costs are amortized over the estimated
period benefited. Gains and losses on dispositions are included in
other revenue when realized. Interest costs incurred as part of the
initial construction of assets are capitalized. Interest expense of
$3,430,000, $1,807,000 and $1,727,000 was capitalized in the years
ended 1997, 1996 and 1995, respectively.
During fiscal 1996, based on an in-depth market analysis, the
Company increased the estimated salvage value of certain rental
trucks. The effect of the change increased net income for the year
ended March 31, 1996 by $44,373,000 ($1.24 per share).
Certain recoverable environmental costs related to the removal of
underground storage tanks or related contamination are capitalized and
depreciated over the estimated useful lives of the properties. The
capitalized costs improve the safety or efficiency of the property as
compared to when the property was originally acquired or are incurred
in preparing the property for sale.
At March 31, 1997, the book value of the Company's real estate
that is no longer necessary for use in the Company's current
operations, and available for sale/lease, was approximately
$32,682,000. Such properties available for sale are carried at cost,
less accumulated depreciation, which is less than or approximate to
fair value.
FINANCIAL INSTRUMENTS
The Company enters into interest rate swap agreements to reduce
its interest rate exposure; the Company does not use the agreements
for trading purposes. Amounts to be paid or received under the
agreements are accrued. Although the Company is exposed to credit
loss for the interest rate differential in the event of nonperformance
by the counterparties to the agreements, it does not anticipate
nonperformance by the counterparties.
41
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
The Company has mortgage receivables which potentially expose the
Company to credit risk. The portfolio of notes is principally
collateralized by mini-warehouse storage facilities and other
residential and commercial properties. The Company has not
experienced losses related to the notes from individual notes or
groups of notes in any particular industry or geographic area. The
estimated fair values were determined using the discounted cash flow
method, using interest rates currently offered for similar loans to
borrowers with similar credit ratings.
Fair value summary of mortgage receivables:
March 31,
-----------------------------------------------
1997 1996
-----------------------------------------------
Book Estimated Book Estimated
value fair value value fair value
-----------------------------------------------
(in thousands)
Mortgage receivables $ 58,682 66,484 154,736 157,867
===============================================
Other financial instruments that are subject to fair value
disclosure requirements are carried in the financial statements at
amounts that approximate fair value, unless elsewhere disclosed. See
Notes 4 and 5 of Notes to Consolidated Financial Statements.
The Company's financial instruments that are exposed to
concentrations of credit risk consist primarily of temporary cash
investments and trade receivables. The Company places its temporary
cash investments with financial institutions and limits the amount of
credit exposure to any one financial institution. Concentrations of
credit risk with respect to trade receivables are limited due to the
large number of customers and their dispersion across many different
industries and geographic areas.
POLICY BENEFITS RESERVES, UNPAID LOSSES AND LOSS EXPENSES
Liabilities for policy benefits payable on traditional life and
certain annuity policies are established in amounts adequate to meet
estimated future obligations on policies in force. These liabilities
are computed using the net level premium method and include mortality
and withdrawal assumptions which are based upon recognized actuarial
tables and contain margins for adverse deviation. At December 31,
1996, interest assumptions used to compute policy benefits payable
range from 2.5% to 12.8%.
With respect to annuity policies accounted for as investment
contracts, the liability for investment contract deposits consists of
policy account balances that accrue to the benefit of the
policyholders, excluding surrender charges. Fair value of investment
contract deposits were $399,953,000 and $380,774,000 at December 31,
1996 and 1995, respectively.
Liabilities for accident and health and other policy claims and
benefits payable represent estimates of payments to be made on
insurance claims for reported losses and estimates of losses incurred
but not yet reported. These estimates are based on past claims
experience and consider current claim trends as well as social and
economic conditions.
42
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
With respect to property-casualty, the liability for unpaid
losses is based on the estimated ultimate cost of settling claims
reported prior to the end of the accounting period, estimates received
from ceding reinsurers and estimates for unreported losses based on
RWIC's historical experience supplemented by insurance industry
historical experience. The liability for unpaid loss adjustment
expenses is based on historical ratios of loss adjustment expenses
paid to losses paid. Amounts recoverable from reinsurers on unpaid
losses are estimated in a manner consistent with the claim liability
associated with the reinsured policy. Adjustments to the liability
for unpaid losses and loss expenses as well as amounts recoverable
from reinsurers on unpaid losses are charged or credited to expense in
periods in which they are made.
RENTAL AND OTHER REVENUE
The Company recognizes its share of rental revenue less
commission on the accrual basis pursuant to contractual arrangements
between AMERCO and it's fleet owners, rental dealers and customers.
See Note 9 of Notes to Consolidated Financial Statements for further
discussion.
PREMIUM REVENUE
Accident and health, credit life and health and property-casualty
gross premiums are earned on a pro rata basis over the term of the
related contracts. The portion of premiums not earned at the end of
the period is recorded as unearned premiums. Traditional life and
annuity premiums are recognized as revenue when due from
policyholders. Revenue for annuity policies accounted for as
investment contracts consist of investment margins and surrender
charges that have been assessed against policy account balances during
the period.
REINSURANCE
Reinsurance premiums, commissions and expense reimbursements
related to reinsured business are accounted for on bases consistent
with those used in accounting for the original policies issued and the
terms of the reinsurance contracts. Premiums ceded to other companies
have been reported as a reduction of premium income. Assets and
liabilities relating to reinsured contracts are reported gross of the
effects of reinsurance. See also "Policy Benefits Reserves, Unpaid
Losses and Loss Expenses" above.
INCOME TAXES
In addition to charging income for taxes paid or payable, the
provision for income taxes reflects deferred income taxes resulting
from changes in temporary differences between the tax bases of assets
and liabilities and their reported amounts in the financial
statements. The effect on deferred income taxes of a change in tax
rates is recognized in income in the period that includes the
enactment date.
The Company files a consolidated federal income tax return with its
insurance subsidiaries.
NEW ACCOUNTING STANDARDS
On April 1, 1995, the Company implemented Statement of Position
93-7, "Reporting on Advertising Costs", issued by the Accounting
Standards Executive Committee in December 1993. This statement of
position provides guidance on financial reporting on advertising
costs in annual financial statements. Upon implementation, the
Company recognized additional advertising expense of $8,647,000 for
advertising costs not qualifying as direct-response. The adoption had
the effect of reducing net income by $5,474,000 ($0.15 per share) for
the year ended March 31, 1996. The Company is currently reviewing its
implementation procedures.
43
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Other pronouncements issued by the Financial Accounting Standards
Board adopted during the year are not material to the consolidated
financial statements of the Company. Further, pronouncements with
future effective dates are either not applicable or not material to the
consolidated financial statements of the Company.
EARNINGS PER SHARE
Earnings per common share are computed by dividing net earnings
after deduction of preferred stock dividends by the weighted average
number of common shares outstanding, excluding shares of the employee
stock ownership plan that have not been committed to be released.
Preferred dividends include undeclared or unpaid dividends of the
Company. See Notes 6 and 7 of Notes to Consolidated Financial
Statements for further discussion.
FINANCIAL STATEMENT PRESENTATION
Certain reclassifications have been made to the financial
statements for the years ended 1996 and 1995 to conform with the
current year's presentation.
2. RECEIVABLES
A summary of receivables follows:
March 31,
--------------------
1997 1996
--------------------
(in thousands)
Trade accounts receivable $ 15,273 16,885
Mortgage and note receivables,
net of discount 39,806 54,802
Note receivable and accrued interest
from SAC Holding Corporation
and its subsidiaries 46,690 105,327
Premiums and agents' balances
in course of collection 28,307 38,345
Reinsurance recoverable 73,069 83,261
Accrued investment income 14,308 15,243
Independent dealer receivable 6,995 11,189
Other receivables 16,457 18,800
--------------------
240,905 343,852
Less allowance for doubtful accounts 2,382 3,288
--------------------
$ 238,523 340,564
====================
During fiscal 1997, a subsidiary of the Company 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 the Company.
The Company's subsidiary received principal payments of $436,000
and interest payments of $6,281,000 from SAC Holdings during fiscal
1997. The note receivable balance outstanding at March 31, 1997 was,
in the aggregate, $46,690,000 bearing interest rates ranging from 8.37%
to 13.0%.
On June 27, 1996, the Company's subsidiary received $83,565,000
when a senior note from SAC Holdings was sold to an outside party.
44
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
2. RECEIVABLES, continued
During fiscal 1997, a subsidiary of the Company funded the
purchase of thirty-seven properties by SAC Holdings for approximately
$43,125,000. Seven of the properties were purchased from the Company
at a purchase price equal to the Company's acquisition cost plus
capitalized costs. In March 1997, SAC Holdings sold ten of the
properties to an outside party and reduced the Company's receivable at
the time by $18,082,000.
The Company currently manages the properties owned by SAC Holdings
pursuant to a management agreement, under which the Company receives a
management fee equal to 6% of the gross receipts from the properties.
The Company received management fees of $1,632,000 during fiscal 1997.
The management fee percentage is consistent with the fees received by
the Company for other properties managed by the Company.
Management believes that the foregoing transactions were
consummated on terms equivalent to those that prevail in arm's-length
transactions.
3. INVENTORIES
A summary of inventory components follows:
March 31,
--------------------
1997 1996
--------------------
(in thousands)
Truck and trailer parts
and accessories $ 40,936 23,609
Moving aids and promotional items 10,508 9,488
Hitches and towing components 14,348 12,756
Other 2 38
--------------------
$ 65,794 45,891
====================
Certain general and administrative expenses are allocated to
ending inventories. Such costs remaining in inventory at fiscal years
ended 1997, 1996 and 1995 are estimated at $7,568,000, $6,773,000 and
$6,848,000, respectively. For the fiscal years ended March 31, 1997,
1996 and 1995, aggregate general and administrative costs were
$511,473,000, $439,122,000 and $410,497,000, respectively.
LIFO inventories, which represent approximately 98% and 97% of
total inventories at March 31, 1997 and 1996, respectively, would have
been $4,611,000 and $4,166,000 greater at March 31, 1997 and 1996,
respectively, if the consolidated group had used the FIFO method.
45
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS
Major categories of net investment income consist of the
following:
Year ended December 31,
----------------------------
1996 1995 1994
----------------------------
(in thousands)
Fixed maturities $ 65,680 59,992 53,236
Real estate 279 727 223
Policy loans 519 554 604
Mortgage loans 7,193 7,887 5,338
Short-term, amounts held by
ceding reinsurers, net and
other investments 1,499 1,601 2,064
----------------------------
Investment income 75,170 70,761 61,465
Less investment expenses 25,749 24,772 19,380
----------------------------
Net investment income $ 49,421 45,989 42,085
============================
A comparison of amortized cost to estimated fair value for fixed
maturities is as follows:
December 31, 1996
- ----------------- 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 $ 18,680 $ 18,571 1,239 (24) 19,786
U.S. government
agency mortgage-
backed securities $ 50,465 50,171 528 (1,914) 48,785
Obligations of
states and
political
subdivisions $ 30,135 29,920 1,242 (21) 31,141
Corporate
securities $ 170,180 174,469 3,795 (1,782) 176,482
Mortgage-backed
securities $ 109,962 108,476 1,565 (1,783) 108,258
Redeemable preferred
stocks 929 26,768 421 (257) 26,932
----------------------------------------
408,375 8,790 (5,781) 411,384
----------------------------------------
46
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
December 31, 1996
- ----------------- 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 $ 11,685 $ 11,771 964 - 12,735
U.S. government
agency mortgage-
backed securities $ 26,085 25,575 331 (119) 25,787
Obligations of
states and
political
subdivisions $ 11,900 12,085 558 (95) 12,548
Corporate
securities $ 307,711 311,335 7,359 (2,633) 316,061
Mortgage-backed
securities $ 72,371 72,208 1,542 (560) 73,190
Redeemable preferred
stocks 436 10,815 202 (19) 10,998
----------------------------------------
443,789 10,956 (3,426) 451,319
----------------------------------------
Total $ 852,164 19,746 (9,207) 862,703
========================================
December 31, 1995
- ----------------- 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 $ 18,355 $ 18,271 2,108 (1) 20,378
U.S. government
agency mortgage-
backed securities $ 60,376 59,912 1,348 (2,211) 59,049
Obligations of
states and
political
subdivisions $ 34,300 33,983 1,742 (34) 35,691
Corporate
securities $ 192,334 197,475 6,102 (675) 202,902
Mortgage-backed
securities $ 110,561 108,827 2,884 (1,013) 110,698
Redeemable preferred
stocks 170 5,210 470 (4) 5,676
----------------------------------------
423,678 14,654 (3,938) 434,394
----------------------------------------
47
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
December 31, 1995
- ----------------- Gross Gross Estimated
Consolidated Amortized unrealized unrealized market
Available-for-Sale Par Value cost gains losses value
------------------------------------------------------
(in thousands)
U.S. treasury
securities and
government
obligations $ 11,685 $ 11,789 1,572 - 13,361
U.S. government
agency mortgage-
backed securities $ 20,711 20,713 637 (39) 21,311
Obligations of
states and
political
subdivisions $ 10,400 10,581 660 (151) 11,090
Corporate
securities $ 319,611 324,804 14,595 (610) 338,789
Mortgage-backed
securities $ 68,857 68,289 3,465 (281) 71,473
----------------------------------------
436,176 20,929 (1,081) 456,024
----------------------------------------
Total $ 859,854 35,583 (5,019) 890,418
========================================
Fixed maturities estimated market values are based on publicly
quoted market prices at the close of trading on December 31, 1996 or
December 31, 1995, as appropriate.
The amortized cost and estimated market value of debt
securities by contractual maturity are shown below. Expected
maturities will differ from contractual maturities as borrowers may
have the right to call or prepay obligations with or without call or
prepayment penalties.
December 31, 1996
- ----------------- Amortized Estimated
Consolidated cost fair value
Held-to-Maturity -------------------------
(in thousands)
Due in one year or less $ 20,151 20,454
Due after one year through five years 79,000 80,899
Due after five years through ten years 117,915 119,517
After ten years 5,894 6,539
-------------------------
222,960 227,409
Mortgage-backed securities 158,647 157,043
Redeemable preferred stock 26,768 26,932
-------------------------
408,375 411,384
-------------------------
48
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
December 31, 1996 Amortized Estimated
- ----------------- cost fair value
Consolidated -------------------------
Available-for-sale (in thousands)
Due in one year or less 8,773 8,846
Due after one year through five years 87,678 88,893
Due after five years through ten years 188,378 191,841
After ten years 50,362 51,764
-------------------------
335,191 341,344
Mortgage-backed securities 97,783 98,977
Redeemable preferred stock 10,815 10,998
-------------------------
443,789 451,319
-------------------------
Total $ 852,164 862,703
=========================
December 31, 1995 Amortized Estimated
- ----------------- cost fair value
Consolidated -------------------------
Held-to-Maturity (in thousands)
Due in one year or less $ 24,214 24,539
Due after one year through five years 90,889 93,853
Due after five years through ten years 120,876 124,950
After ten years 13,750 15,629
-------------------------
249,729 258,971
Mortgage-backed securities 168,739 169,747
Redeemable preferred stock 5,210 5,676
-------------------------
423,678 434,394
-------------------------
December 31, 1995
- ----------------- Amortized Estimated
Consolidated cost fair value
Available-for-sale -------------------------
(in thousands)
Due in one year or less 14,692 14,812
Due after one year through five years 136,290 140,347
Due after five years through ten years 159,537 168,771
After ten years 36,655 39,310
347,174 363,240
-------------------------
Mortgage-backed securities 89,002 92,784
-------------------------
436,176 456,024
-------------------------
Total $ 859,854 890,418
=========================
49
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
Proceeds from sales of investments in debt securities during 1996
and 1995 were $115,886,000 and $101,565,000, respectively. Gross
gains of $1,518,000 and $4,498,000 and gross losses of $654,000 and
$419,000 were realized on those sales during 1996 and 1995,
respectively.
At December 31, 1996 and 1995 fixed maturities include bonds with
an amortized cost of $18,728,000 and $18,015,000, respectively, on
deposit with insurance regulatory authorities to meet statutory
requirements.
Investments, other consists of the following:
March 31,
-----------------------
1997 1996
-----------------------
(in thousands)
Short-term investments $ 10,925 17,671
Mortgage loans 79,353 73,152
Real estate, foreclosed properties 20,936 19,591
U.S. government security mutual fund 5,883 5,883
Policy loans 8,627 9,372
Other 1,582 886
-----------------------
$ 127,306 126,555
=======================
Short-term investments consist primarily of fixed maturities with
a maturity of three months to one year from acquisition date. Mortgage
loans, representing first lien mortgages held by the insurance
subsidiaries, are carried at unpaid balances, less allowance for
possible losses and any unamortized premium or discount. Real estate
obtained through foreclosures and held for sale is carried at the lower
of cost or fair value. U.S. government securities mutual fund is
carried at cost which approximates market. Policy loans are carried at
their unpaid balance.
At December 31, 1996 and 1995, mortgage loans held as investments
with a book value of $79,353,000 and $73,152,000, respectively, were
outstanding. The estimated fair value of the mortgage loans at
December 31, 1996 and 1995 aggregated $84,564,000 and $81,924,000,
respectively. The estimated fair values were determined using the
discounted cash flow method, using interest rates currently offered for
similar loans to borrowers with similar credit ratings. Investment in
mortgage loans, included as a component of investments, are reported
net of allowance for possible losses of $800,000 and $525,000 in 1996
and 1995, respectively.
50
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
5. NOTES AND LOANS PAYABLE
Notes and loans payable consist of the following:
March 31,
-------------------
1997 1996
-------------------
(in thousands)
Short-term borrowings $ 4,000 73,000
Notes payable to banks under
revolving lines of credit, unsecured,
5.74% to 5.80% interest rates 60,000 338,000
Medium-term notes payable, unsecured,
5.85% to 8.08% interest
rates, due through 2027 387,000 95,050
Notes payable to insurance companies,
unsecured, 6.43% to 10.27% interest
rates, due through 2006 226,500 339,000
Notes payable to public,
unsecured, 7.85% interest
rate, due through 2004 175,000 -
Notes payable to banks, unsecured,
4.81% to 7.54% interest
rates, due through 2001 62,500 84,100
Notes and Mortgages payable, secured,
5.00% to 10.00% interest rates,
due through 2010 68,471 68,984
Other notes payable, unsecured,
9.50% interest rate,
due through 2005 79 86
-------------------
$ 983,550 998,220
===================
Notes and mortgages payable are secured by land and buildings at
various locations with a net book value of $78,927,000 at March 31,
1997.
Revolving credit loans (long-term) are available from
participating banks under an agreement which provides for a total
credit line of $365,000,000 through the expiration date of the
revolving term of July 12, 1999. The Company may elect to borrow
under the credit agreement in the form of Eurodollar borrowings,
domestic dollar borrowings or issue letters of credit. Depending on
the form of borrowing elected, interest will be based on the prime
rate, the federal funds effective rate or the interbank offering rate
and in addition, margin interest rates will be charged. Loans may
also be at a fixed rate based upon the discretion of the borrower and
lender. At March 31, 1997, the weighted average interest rate on the
revolving credit loans outstanding was 5.78%.
51
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
5. NOTES AND LOANS PAYABLE, continued
Facility fees, which are based upon the amount of credit line,
aggregated $975,000 and $977,000 for 1997 and 1996, respectively. As
of March 31, 1997, loans outstanding under the revolving credit line
totaled $60,000,000. Management intends to refinance the borrowings
on a long-term basis by either replacing them with long-term
obligations, renewing or extending them.
Year ended
-----------------------------
1997 1996 1995
-----------------------------
(in thousands)
A summary of revolving credit
activity follows:
Weighted average interest rate
during the year 5.76% 6.20% 5.62%
at year end 5.78% 5.73% 6.48%
Maximum amount outstanding
during the year $ 338,000 343,000 293,000
Average amount outstanding
during the year $ 128,000 281,750 191,146
A summary of notes payable
follows:
Weighted average interest rate
during the year 5.87% 6.26% 5.25%
at year end 7.63% 5.93% 6.44%
Maximum amount outstanding
during the year $ 195,000 73,000 135,000
Average amount outstanding
during the year $ 56,417 37,583 46,604
AMERCO has committed lines of credit with various banks totaling
$550,000,000 and uncommitted lines of credit of $82,528,000 at March
31, 1997.
The Company has executed interest rate swap agreements (SWAPS) to
potentially mitigate the impact of changes in interest rates on its
floating rate debt. These agreements effectively change the Company's
interest rate exposure on $168,000,000 of floating rate notes to a
weighted average fixed rate of 7.64%. The SWAP's mature at the time
the related notes mature. Incremental interest expense associated
with SWAP activity was $3,481,000, $2,959,000 and $7,092,000 during
1997, 1996 and 1995, respectively.
At March 31, 1997, interest rate swap agreements with an
aggregate notional amount of $168,000,000 were outstanding.
Management estimates that at March 31, 1997 and 1996, the Company
would be required to pay $5,000,000 and $9,000,000, respectively, to
terminate the agreements. Such amounts were determined from current
treasury rates combined with swap spreads on agreements outstanding.
On July 18, 1996, the Company extinguished debt of approximately
$76,250,000 by irrevocably placing cash into a trust of U.S. Treasury
securities to be used to satisfy scheduled payments of principal and
interest. In August 1996, the Company extinguished $86,167,000 of its
long-term notes originally due in fiscal 1997 through fiscal 1999. The
above transactions resulted in an extraordinary loss of $2,319,000, net
of tax of $1,391,000 ($0.09 per share).
Pursuant to a shelf-registration statement, from September 13,
1996 through March 31, 1997, the Company issued $362,000,000 of fixed
rate medium-term notes ranging from 6.71% to 8.08% with maturity dates
ranging from 1999 to 2028, and a $25,000,000 floating rate medium-term
note with a maturity date of October 1997.
52
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
5. NOTES AND LOANS PAYABLE, continued
Certain of the Company'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 March 31, 1997, the Company was in compliance with
these covenants.
The annual maturities of long-term debt for the next five years
adjusted for subsequent activity (if the revolving credit lines are
outstanding to maturity), are presented in the table below:
Year Ended
------------------------------------------------
1998 1999 2000 2001 2002
------------------------------------------------
(in thousands)
Mortgages $ 487 420 183 261 278
Medium-Term and
Other Notes 25,008 40,009 30,010 77,511 12
Insurance Placements 21,429 26,429 19,429 24,429 19,429
Bank Placements 1,600 40,900 24,818 24,818 4,818
Revolving Credit - - 60,000 - -
------------------------------------------------
$ 48,524 107,758 134,440 127,019 24,537
================================================
Interest paid in cash amounted to $69,972,000, $71,561,000 and
$67,191,000 for 1997, 1996 and 1995, respectively.
6. STOCKHOLDERS' EQUITY
The authorized capital stock of the Company consists of
150,000,000 shares of Common Stock, 150,000,000 shares of Serial
Common Stock and 50,000,000 shares of Preferred Stock. The Board of
Directors (the Board) may authorize the Serial Common Stock to be
issued in such series and on such terms as the Board shall determine.
Preferred Stock issuance may be with or without par value.
In October 1993, the Company issued 6,100,000 shares of 8.5%
cumulative, no par, non-voting preferred stock. The preferred stock
is not convertible into, or exchangeable for, shares of any other
class or classes of stock of the Company. Dividends are payable
quarterly in arrears and have priority as to dividends over the
Company's common stock. The preferred stock is not redeemable prior
to December 1, 2000. On or after December 1, 2000, the Company, at
its option, may redeem all or part of the preferred stock, for cash at
$25.00 per share plus accrued and unpaid dividends to the redemption
date.
53
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
6. STOCKHOLDERS' EQUITY, continued
On April 13, 1994, the Company and Edward J. Shoen entered into an
Agreement in Principle pursuant to which the Company agreed to acquire
all of the outstanding capital stock of EJOS, Inc., all of which stock
was held by Edward J. Shoen and a certain irrevocable trust established
by Edward J. Shoen, in exchange for the same number of shares of the
Company's common stock as were held by EJOS, Inc. In exchange for
EJOS, Inc.'s capital stock, Edward J. Shoen and the irrevocable trust
established by Edward J. Shoen received 3,483,681 and 559,443 shares of
the Company's common stock, respectively. The exchange described above
was effected in accordance with the terms of an Agreement and Plan of
Exchange of Shares of EJOS, Inc. and AMERCO, dated May 18, 1994, among
EJOS, Inc., the Company, Edward J. Shoen, and the irrevocable trust
established by Edward J. Shoen. Edward J. Shoen is a major
stockholder, Chairman of the Board and President of the Company.
On August 24, 1994, the Company entered into an Exchange
Agreement with Edward J. Shoen, the Company's Chairman of the Board
and President. Pursuant to the exchange agreement, in exchange for
3,483,681 shares of common stock owned by Edward J. Shoen, Edward J.
Shoen received 3,483,681 shares of Series A common stock. The common
stock and the Series A common stock possess identical rights and
privileges.
On November 28, 1994, the Company entered into an Exchange
Agreement with Mark V. Shoen, a director and major stockholder of the
Company. Pursuant to the exchange agreement, in exchange for
3,475,520 shares of Series A common stock owned by Mark V. Shoen, Mark
V. Shoen received 3,475,520 shares of common stock. The common stock
and the Series A common stock possess identical rights and privileges.
On May 31, 1995, the Company purchased 45,000 shares of the
Company's Common Stock from Paul F. Shoen, a major stockholder of the
Company, for $996,000 or $22.125 per share. The transaction was
effected on Nasdaq. Paul F. Shoen is the brother of Edward J., Mark V.
and James P. Shoen, who are major stockholders and directors of the
Company.
On August 30, 1996, the Company issued 100,000 shares of its
Series B Preferred Stock with no par value for gross proceeds of
$100,000,000. Dividends are cumulative with the rate being reset
quarterly and have priority as to dividends over the Company's common
stock. The Series B Preferred Stock is convertible under certain
circumstances into 4,000,000 shares, subject to the Company's prior
right to redeem the Series B Preferred Stock, of AMERCO's Common Stock,
$0.25 par value or all of the outstanding capital stock of Picacho Peak
Investment Co., a subsidiary of AMERCO.
On October 14, 1996, the Company paid an additional $15,000,000 to
L.S. Shoen in settlement of all outstanding disputes pursuant to a
Settlement, Mutual Release of All Claims and Confidentiality Agreement
(Settlement Agreement), dated October 15, 1996 with the Company
resolving the lawsuit in the District Court of Clark County, Nevada.
The settlement resolves a long-standing dispute between the Company and
L.S. Shoen regarding L.S. Shoen's entitlement to compensation pursuant
to an alleged lifetime employment contract.
On December 18, 1996, the Company sold 2,250,000 shares of Common
Stock, $0.25 par value, to the public for $35.00 per share, receiving
net proceeds of $74,228,000.
54
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
6. STOCKHOLDERS' EQUITY, continued
Pursuant to a judgment in the Shoen Litigation, the Company
repurchased shares of Common Stock in exchange for cash, funded
damages, paid statutory post-judgment interest and placed funds into an
escrow account pending the outcome of a dispute involving the
entitlement of the plaintiffs to post-bankruptcy petition date
interest. The following table reflects such transactions:
Statutory Post
Shares Cash Damages Post-Judgment Petition
Repurchased Paid Funded Interest Interest
----------------------------------------------------------
(in thousands except number of shares)
October 18, 1995
Maran, Inc. (Maran) 3,343,076 $22,733 - - -
Mary Anna Shoen Eaton - - 41,350 - -
January 30, 1996
L.S.S., (L.S.S.) 833,420 5,667 - - -
Leonard S. Shoen - - 15,433 2,018 -
February 7, 1996
Thermar, Inc.
(Thermar) 1,651,644 11,231 30,554 4,110 -
July 19, 1996
CEMAR, Inc.
(Cemar) 2,331,984 15,857 - - -
Cecilia M. Hanlon - - 43,139 129 8,283
September 6, 1996
Katabasis
International, Inc.
(Katabasis) 4,041,924 27,485 - - -
Samuel W. Shoen - - 74,771 224 15,726
September 20, 1996
Kattydid, Inc.
(Kattydid) 1,282,248 8,719 - - -
Katrina Carlson 734,376 4,994 37,305 112 8,041
October 1, 1996
Mickl, Inc.
(Mickl) 4,035,924 27,444 - - -
Michael L. Shoen 380 3 73,158 224 16,184
Mary Anna Shoen Eaton owns all the voting stock of Maran; L. S.
Shoen owns all the voting stock of L.S.S.; Theresa M. Romero owns all
the voting stock of Thermar; Cecilia M. Hanlon owns all the voting
stock of Cemar; Samuel W. Shoen owns all the voting stock of Katabasis;
Katrina Carlson owns all the voting stock of Kattydid and Michael L.
Shoen owns all the voting stock of Mickl. L. S. Shoen is the father of
Edward J., Mark V., and James P. Shoen. Mary Anna Shoen Eaton, Theresa
M. Romero, Cecilia M. Hanlon and Katrina (Shoen) Carlson are the
sisters of Edward J., Mark V., and James P. Shoen. Samuel W. Shoen and
Michael L. Shoen are the brothers of Edward J., Mark V., and James
P. Shoen. Edward J., Mark V., and James P. Shoen are major
stockholders and directors of the Company.
The above treasury share transactions were recorded net of tax of
$121,204,000 ($86,266,000 for fiscal 1997 transactions and $34,938,000
for fiscal 1996 transactions).
55
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
7. EARNINGS PER SHARE
Earnings per share are computed based on the weighted average
number of shares outstanding for the year and quarterly periods,
excluding shares of the employee stock ownership plan that have not
been committed to be released. Preferred dividends include undeclared
or unpaid dividends of the Company. Net income is reduced for
preferred dividends for purposes of the calculation.
The following table reflects the calculation of the earnings per
share for the year ended March 31, 1997 as if the treasury acquisitions
disclosed in Note 6 of Notes to Consolidated Financial Statements had
taken place as of the beginning of the year (in thousands except per
share data):
Earnings per share calculation
------------------------------
Weighted As adjusted
average for treasury
per share acquisitions
----------- ------------
Earnings from operations
before extraordinary
loss on early
extinguishment of debt $ 54,184
Less dividends
on preferred shares 17,456
---------
36,728 $ 1.44 1.80
Extraordinary loss on
early extinguishment
of debt (2,319) (.09) (.11)
--------- ---------- ----------
Net earnings for per
share calculation $ 34,409 $ 1.35 1.69
========= ========== ==========
Weighted average common
shares outstanding 25,479,651 20,354,108
========== ==========
8. INCOME TAXES
The components of the consolidated expense for income taxes
applicable to operations are as follows:
Year ended
-------------------------------
1997 1996 1995
-------------------------------
(in thousands)
Current:
Federal $ 3,404 - 12,629
State 169 637 1,038
Deferred:
Federal 24,218 33,790 19,678
State 1,553 1,405 79
-------------------------------
$ 29,344 35,832 33,424
===============================
56
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
8. INCOME TAXES, continued
Actual tax expense reported on earnings from operations differs
from the "expected" tax expense amount (computed by applying the
United States federal corporate tax rate of 35% in 1997, 1996 and
1995) as follows:
Year ended
------------------------------
1997 1996 1995
------------------------------
(in thousands)
Computed "expected" tax
expense $ 29,232 33,679 32,696
Increases (reductions) in taxes
resulting from:
Tax-exempt interest income (767) (714) (1,243)
Dividends received deduction - - (62)
Net reinsurance effect (920) - 120
Canadian subsidiary income
tax benefit (645) (1,235) (1,078)
True-up of prior year
estimated current tax - 2,112 1,030
Federal tax benefit of
state and local taxes (602) (714) (391)
Other 1,324 662 1,235
------------------------------
Actual federal tax
expense 27,622 33,790 32,307
State and local income tax
expense 1,722 2,042 1,117
------------------------------
Actual tax expense
of operations $ 29,344 35,832 33,424
==============================
Deferred tax assets and liabilities are comprised as follows:
March 31,
-------------------
1997 1996
-------------------
(in thousands)
Deferred tax assets
Benefit of tax NOL and credit
carryforwards $ 150,633 $ 89,798
Accrued liabilities 14,953 15,218
Deferred revenue from
sale/leaseback 10,173 150
Policy benefits and losses,
claims and loss expenses
payable, net 26,137 26,600
Other - 2,344
-------------------
Total deferred tax assets $ 201,896 $ 134,110
-------------------
Deferred tax liabilities
Property, plant and equipment $ 195,080 $ 185,712
Deferred acquisition costs 16,082 17,137
Other 409 -
--------------------
Total deferred tax liabilities $ 211,571 $ 202,849
--------------------
Net deferred tax liability $ 9,675 68,739
====================
In light of the Company's history of profitable operations,
management has concluded that it is more likely than not that the
Company will ultimately realize the full benefit of its deferred tax
assets. Accordingly, the Company believes that a valuation allowance
is not required at March 31, 1997 and 1996. See also Note 14 of Notes to
Consolidated Financial Statements.
57
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
8. INCOME TAXES, continued
Income taxes paid in cash amounted to $4,949,000, $540,000 and
$9,465,000 for 1997, 1996 and 1995, respectively.
Under the provisions of the Tax Reform Act of 1984 (the Act), the
balance in Oxford's account designated "Policyholders' Surplus
Account" is frozen at its December 31, 1983 balance of $19,251,000.
Federal income taxes (Phase III) will be payable thereon at applicable
current rates if amounts in this account are distributed to the
stockholder or to the extent the account exceeds a prescribed maximum.
Oxford did not incur a Phase III liability for the years ended
December 31, 1996, 1995 and 1994.
The Internal Revenue Service has examined AMERCO's income tax
returns for the years ended 1992 and 1993. All agreed issues have
been provided for in the financial statements. Tax returns for the
years ended March 31, 1994 and 1995 are currently under review.
At March 31, 1997 AMERCO and RWIC have non-life net operating
loss carryforwards available to offset taxable income in future years
of $355,360,000 for tax purposes. These carryforwards expire in 2003
through 2012. AMERCO has alternative minimum tax credit carryforwards
of $16,242,000 which do not have an expiration date, but may only be
utilized in years in which regular tax exceeds alternative minimum
tax. The use of certain carryforwards may be limited or prohibited if
a reorganization or other change in corporate ownership were to occur.
During 1994, Oxford dividended their investment in RWIC common
stock to its parent at its book value. As a result of such dividend,
a deferred intercompany gain arose due to the difference between the
book value and fair value of such common stock. However, such gain
can only be triggered if certain events occur. To date, no events
have occurred which would trigger such gain recognition. No deferred
taxes have been provided in the accompanying consolidated financial
statements as management believes that no events have occurred to
trigger such gain.
9. TRANSACTIONS WITH FLEET OWNERS AND OTHER RENTAL EQUIPMENT OWNERS
Independent rental equipment owners (fleet owners) own
approximately 12% of all U-Haul rental trailers, 0.03% of all U-Haul
rental trucks and certain other rental equipment. There are over
5,000 fleet owners, including certain officers, directors, employees
and stockholders of the Company. All rental equipment is operated
under contract with U-Haul whereby U-Haul administers the operations
and marketing of such equipment and in return receives a percentage of
rental fees paid by customers. Based on the terms of various
contracts, rental fees are distributed to the Company (for services as
operators), to the fleet owners (including certain subsidiaries and
related parties of the Company) and to Rental Dealers (including
Company-operated U-Haul Centers).
Oxford reinsures short-term accidental death and medical insurance
risks for customers who rent vehicles owned by the Company and fleet
owners. Premiums earned were $318,000, $1,600,000 and $1,556,000 for
the years ended December 31, 1996, 1995 and 1994, respectively.
Effective April 1996, the treaty was canceled for new business.
RWIC insures and reinsures certain risks of U-Haul customers and
independent fleet owners. Premiums earned on these policies were
$40,800,000, $43,400,000 and $39,300,000 during the years ended
December 31, 1996, 1995 and 1994, respectively.
58
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
10. EMPLOYEE BENEFIT PLANS
The Company participates in the AMERCO Employee Savings, Profit
Sharing and Employee Stock Ownership Plan (the Plan) which is designed
to provide all eligible employees with savings for their retirement
and to acquire a proprietary interest in the Company.
The Plan has three separate features: a profit sharing feature
(the Profit Sharing Plan) under which the Employer may make
contributions on behalf of participants; a savings feature (the
Savings Plan) which allows participants to defer income under Section
401(k) of the Internal Revenue Code of 1986; and an employee stock
ownership feature (the ESOP) under which the Company may make
contributions of AMERCO common stock or cash to acquire such stock on
behalf of participants. Generally, employees of the Company are
eligible to participate in the Plan upon completion of a one year
service requirement.
The Company has arranged financing to fund the ESOP trust (ESOT)
and to enable the ESOT to purchase shares. Below is a summary of the
financing arrangements.
Amount outstanding
Financing as of Interest Payments
Date March 31, 1997 1997 1996 1995
--------------------------------------------------------------------
(in thousands)
December 1989 $ 2,500 $ 162 $ 309 $313
May 1990 469 45 59 72
June 1991 17,771 1,472 1,131 745
Shares are released from collateral and allocated to active
employees based on the proportion of debt service paid in the plan
year. Contributions to the ESOT charged to expense were $3,570,000,
$2,904,000 and $2,571,000 for the years ended 1997, 1996 and 1995,
respectively.
Effective April 1, 1994, the Company adopted Statement of
Position 93-6 "Employers' Accounting for Employee Stock Ownership
Plans" for shares purchased subsequent to December 31, 1992.
Accordingly, the shares pledged as collateral are reported as unearned
ESOP shares in the statement of financial position. As shares
purchased after December 31, 1992 are released from collateral, the
Company reports compensation expense equal to the current market price
of the shares, and the shares become outstanding for earnings per
share computations. Dividends on allocated ESOP shares are recorded
as a reduction of retained earnings; dividends on unallocated ESOP
shares are recorded as a reduction of debt and accrued interest.
59
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
10. EMPLOYEE BENEFIT PLANS, continued
Shares purchased prior to December 31, 1992 are not accounted for
under the above guidance. Dividends are recorded as a reduction of
retained earnings, shares are considered outstanding for earnings per
share calculation, and compensation expense is based upon debt
service.
The shares held by ESOP as of March 31 were as follows:
Shares issued Shares issued
prior to subsequent to
December 31, 1992 December 31, 1992
------------------------------------------
1997 1996 1997 1996
------------------------------------------
(in thousands) (in thousands)
Allocated shares 1,487 1,367 78 43
Shares committed to be
released - - 11 11
Unreleased shares 749 980 742 783
Fair value of
unreleased shares $ 7,574 9,499 18,926 18,988
==========================================
For purposes of this schedule, fair value of unreleased shares
issued prior to December 31, 1992 is defined as the historical cost of
such shares. Fair value of unreleased shares issued subsequent to
December 31, 1992 is defined as the March 31 trading value of such
shares for 1997 and 1996.
Oxford insures various group life and group disability insurance
plans covering employees of the consolidated group. Premiums earned
were $2,370,000, $2,138,000 and $1,896,000 during the years ended
December 31, 1996, 1995 and 1994, respectively, and were eliminated in
consolidation.
11. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
The Company provides medical and life insurance benefits to
retired employees and eligible dependents over age 65 if the employee
meets specified age and service requirements.
The Company uses the accrual method of accounting for
postretirement benefits. The Company continues to fund medical and
life insurance benefit costs as claims are incurred.
The components of net periodic postretirement benefit cost for
1997, 1996 and 1995 are as follows:
1997 1996 1995
----------------------
(in thousands)
Service cost for benefits earned
during the period $ 381 346 360
Interest cost on APBO 407 422 382
Other components (58) (81) -
----------------------
Net periodic postretirement benefit cost $ 730 687 742
======================
60
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
11. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS, continued
The 1997 and 1996 postretirement benefit liability included the
following components:
1997 1996
-----------------
(in thousands)
Actuarial present value of postretirement
benefit obligation:
Retirees $ (1,360) (2,010)
Eligible active plan participants (344) (344)
Other active plan participants (2,408) (3,597)
-----------------
Accumulated postretirement benefit obligation (4,112) (5,951)
Unrecognized net gain (3,838) (1,366)
-----------------
$ (7,950) (7,317)
=================
The discount rate assumptions in computing the information above
were as follows:
1997 1996 1995
----------------------------
Accumulated postretirement benefit obligation 7.50% 7.00% 8.50%
The year-to-year fluctuations in the discount rate assumptions
primarily reflect changes in U.S. interest rates. The discount rate
represents the expected yield on a portfolio of high-grade (AA-AAA
rated or equivalent) fixed-income investments with cash flow streams
sufficient to satisfy benefit obligations under the plans when due.
The assumed health care cost trend rate used in measuring the
accumulated postretirement benefit obligation was 7.50% in 1997,
declining annually to an ultimate rate of 4.20% in 2011.
If the health care cost trend rate assumptions were increased by
1.0%, the APBO as of March 31, 1997 would be increased by
approximately $635,000. The effect of this change on the sum of the
service cost and interest cost components of net periodic
postretirement benefit cost for 1997 would be an increase of
approximately $105,000.
Postemployment benefits provided by the Company are not material.
12. REINSURANCE
The Company's insurance subsidiaries assume and cede reinsurance
on both a coinsurance and risk premium basis. RWIC and Oxford obtain
reinsurance for that portion of risks exceeding retention limits. The
maximum amount of life insurance retained on any one life is $100,000.
RWIC also reinsures a wide range of property-casualty risks with
third parties and insures general and auto liability, multiple peril
and workers' compensation coverage for the consolidated group,
independent fleet owners and customers as a direct writer and as a
reinsurer through third party companies.
To the extent that a reinsurer is unable to meet its obligation
under the related reinsurance agreements, the Company would remain
liable for the unpaid losses and loss expenses. Pursuant to certain
of these agreements, the Company holds letters of credit of
$15,100,000 from reinsurers. The Company has issued letters of credit
of $1,900,000 in favor of certain ceding companies.
61
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
12. REINSURANCE, continued
RWIC insures and reinsures general liability, auto liability and
workers' compensation coverage for member companies of the consolidated
group. Premiums earned by RWIC on these policies were $19,700,000,
$12,700,000 and $20,600,000 during the years ended December 31, 1996,
1995 and 1994, respectively, and were eliminated in consolidation.
RWIC is a reinsurer of municipal bond insurance through an
agreement with MBIA, Inc. Premiums generated through this agreement
are recognized on a pro rata basis over the contract coverage period.
Unearned premiums on this coverage were $5,000,000 and $4,800,000 as
of December 31, 1996 and 1995, respectively. RWIC's share of case
loss reserves related to this coverage was insignificant at December
31, 1996. RWIC's aggregate exposure for Class 1 municipal bond
insurance was $876,900,000 as of December 31, 1996.
A summary of reinsurance transactions by business segment
follows:
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed to
amount companies companies amount net
----------------------------------------------------
(in thousands)
Year ended 1996
- ---------------
Life insurance
in force $ 35,298 463 2,392,339 2,427,174 99%
==========================================
Premiums earned:
Life $ 1,869 18 8,016 9,867 81%
Accident and
health 4,740 171 1,469 6,038 24%
Annuity 82 - 10,836 10,918 99%
Property
casualty 108,440 26,148 54,488 136,780 40%
------------------------------------------
Total $ 115,131 26,337 74,809 163,603
==========================================
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed to
amount companies companies amount net
----------------------------------------------------
(in thousands)
Year ended 1995
- ---------------
Life insurance
in force $ 35,257 481 2,586,485 2,621,261 99%
==========================================
Premiums earned:
Life $ 2,078 17 8,414 10,475 80%
Accident and
health 4,877 183 2,574 7,268 35%
Annuity - - 8,453 8,453 100%
Property
casualty 91,373 33,031 69,711 128,053 54%
------------------------------------------
Total $ 98,328 33,231 89,152 154,249
==========================================
62
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
12. REINSURANCE, continued
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed to
amount companies companies amount net
----------------------------------------------------
(in thousands)
Year ended 1994
Life insurance
in force $ 32,046 500 2,729,372 2,760,918 99%
==========================================
Premiums earned:
Life $ 1,601 16 8,149 9,734 84%
Accident and
health 3,980 198 1,513 5,295 29%
Annuity 61 - 7,696 7,757 99%
Property
casualty 86,869 40,871 66,864 112,862 59%
------------------------------------------
Total $ 92,511 41,085 84,222 135,648
==========================================
13. CONTINGENT LIABILITIES AND COMMITMENTS
The Company occupies certain facilities and uses certain
equipment under operating lease commitments with terms expiring
through 2079. Lease expense was $85,903,000, $69,097,000 and
$66,487,000 for the years ended 1997, 1996 and 1995, respectively.
During the year ended March 31, 1997, a subsidiary of U-Haul entered
into twelve transactions, and has subsequently entered into nine
additional transactions, whereby the Company sold rental trucks or
trailers and subsequently leased back. The Company has guaranteed
$54,001,000 of residual values and an additional $9,252,000 subsequent
to March 31, 1997 for these assets at the end of the respective lease
terms. U-Haul also entered into one transaction whereby the Company
sold rental trailers, and also entered into six transactions, whereby
the Company sold computer equipment and subsequently leased back.
Certain leases contain renewal and fair market value purchase options
as well as mileage and other restrictions similar to covenants
disclosed in Note 5 of Notes to Consolidated Financial Statements (Note 5)
for notes payable and loan agreements.
Following are the lease commitments for leases having terms of
more than one year (in thousands):
Year end 1997
--------------------------- Net activity
Property, plant Rental subsequent to
Year ended and other equipment fleet year end Total
------------------------------------------------------------------------
1998 $ 5,167 88,220 (5,298) 88,089
1999 4,741 88,220 (6,426) 86,535
2000 3,793 88,220 (6,426) 85,587
2001 2,344 72,300 (1,218) 73,426
2002 801 48,834 4,098 53,733
Thereafter 8,367 98,792 14,164 121,323
----------------------------------------------------
$ 25,213 484,586 (1,106) 508,693
====================================================
Subsequent to March 31, 1997, the Company has reduced future lease
commitments by $47,265,000 through early termination of certain leases.
Residual value guarantees were also reduced by $7,627,000 in connection
with the terminations.
63
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
13. CONTINGENT LIABILITIES AND COMMITMENTS, continued
In December 1996, the Company executed a $100 million Operating Lease
Facility (the Facility) with a number of financial institutions. Under the
Facility, the lessor acquires land to be developed for storage locations by the
Company, as Construction Agent, or acquires existing storage locations with
advances of funds (the Advances) made by certain parties to the Facility.
The Company will separately lease land and improvements, including completed
locations capitalized by the lessor, under the Facility and the respective
lease supplements. Funding under the Facility totaled $20,498,000 at
March 31, 1997.
The Facility contains certain restrictions similar to those contained in
Note 5. Upon occurence of any event of default, the lessor may rescind or
terminate any or all leases and, among other things, require the Company to
repurchase any or all of the properties. The Facility has a three year term,
subject to the Company's option, with the consent of other parties, to renew
for successive one year terms.
Upon the expiration of the Facility, the Company will be required to
either purchase all of the properties based on a purchase price equal to all
amounts outstanding under the Advances, including the interest and yield
thereon or, remarket all of the properties to a third party purchaser who may
become a subsequent lessor to the Company.
In the normal course of business, the Company is a defendant in a
number of suits and claims. The Company 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 such suits, claims or
proceedings involving the Company, individually or in the aggregate,
are expected to result in a material loss. Also see Notes 12 and 14 of
Notes to Consolidated Financial Statements.
14. LEGAL PROCEEDINGS
A judgment was entered on February 21, 1995, in the Shoen
Litigation against Edward J. Shoen, James P. Shoen, Paul F. Shoen,
Aubrey K. Johnson, John M. Dodds, and William E. Carty, who are current
members of the Board of Directors of the Company. The Company was also
a defendant in the action as originally filed, but was dismissed from
the action on August 15, 1994. The plaintiffs alleged, among other
things, that certain of the individual plaintiffs were wrongfully
excluded from sitting on the Company's Board of Directors in 1988
through the sale of Common Stock to certain key employees. That sale
allegedly prevented the plaintiffs from gaining a majority position in
the Company's Common Stock and control of the Company's Board of
Directors. The plaintiffs alleged various breaches of fiduciary duty
and other unlawful conduct by the individual defendants and sought
equitable relief, compensatory damages, punitive damages, and statutory
post-judgment interest.
Based on the plaintiffs' theory of damages, the court ruled that
the plaintiffs elected as their remedy in this lawsuit to transfer
their shares of stock in the Company to the defendants upon the
satisfaction of the judgment. The judgment was entered against the
defendants in the amount of approximately $461.8 million plus interest
and taxable costs. In addition, on February 21, 1995, judgment was
entered against Edward J. Shoen in the amount of $7 million as punitive
damages. On March 23, 1995, Edward J. Shoen filed a notice of appeal
with respect to the award of punitive damages and the plaintiffs have
subsequently cross appealed the judge's remittitur of the punitive
damages from $70 million to $7 million.
64
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
14. LEGAL PROCEEDINGS, continued
Pursuant to separate indemnification agreements, the Company
agreed to indemnify the defendants to the fullest extent permitted by
law or the Company's Articles or By-Laws, for all expenses and damages
incurred by the defendants in this proceeding, subject to certain
exceptions. In addition, the transfer of Common Stock from the
plaintiffs to the defendants implicated rights held by the Company.
For example, pursuant to the Company's By-Laws, the Company had certain
rights of first refusal with respect to the transfer of the plaintiffs'
stock. Furthermore, the defendants' rights to acquire the plaintiffs'
stock may have presented a corporate opportunity which the Company
would be entitled to exercise.
On February 21, 1995, Edward J. Shoen, James P. Shoen, Aubrey K.
Johnson, John M. Dodds, and William E. Carty (the Director-Defendants)
filed for protection under Chapter 11 of the federal bankruptcy laws,
resulting in the issuance of an order automatically staying the
execution of the judgment against those defendants. In late April
1995, the Director-Defendants, in cooperation with the Company, filed
plans of reorganization in the United States Bankruptcy Court for the
District of Arizona, all of which proposed the same funding and
treatment of the plaintiffs' claims resulting from the judgment in the
Shoen Litigation. The plans of reorganization, as amended and restated
on February 29, 1996, were confirmed by the bankruptcy court on March
15, 1996. The plans, as confirmed, shall collectively be referred to
as the "Plan."
On October 17, 1995 the Company entered into an agreement (the
Agreement) with the Director-Defendants whereby the Company agreed,
among other things, to fund the Plan and to release the
Director-Defendants from all claims the Company may have against them
arising from the Shoen Litigation. In addition, the
Director-Defendants agreed (i) to release, subject to certain
exceptions, the Company from any claim they may have against it
pursuant to any indemnification agreements, (ii) to assign all rights
they have under the Shoen Litigation to the Company, (iii) to waive all
appeal rights related to the Shoen Litigation (not including Edward J.
Shoen's appeal of the punitive damage award), and (iv) not to oppose
the Company should it elect to exercise its right of first refusal on
any Common Stock to be transferred by the plaintiffs upon satisfaction
of the judgment in the Shoen Litigation.
Pursuant to the Plan, the Company repurchased the plaintiffs'
shares of Common Stock as described in Note 6 in Notes to Consolidated
Financial Statements. As a result, the judgment in the Shoen
Litigation was satisfied in full. On October 1, 1996, the
Director-Defendants emerged from bankruptcy upon the filing of notice
with the bankruptcy court that the effective date of the Plan had
occurred and that the Plan had been performed and was substantially
consummated.
As of the date hereof, an issue remains regarding whether or not
the plaintiffs are entitled to statutory post-judgment interest at the
rate of ten percent (10%) per year from February 21, 1995 (the date the
Director-Defendants filed for protection under Chapter 11) until the
judgment was satisfied. On July 19, 1996, the bankruptcy court ruled
the plaintiffs are entitled to such interest. The Director-Defendants
and the Company have appealed the court's decision, The Company has
deposited approximately $48.2 million into an escrow account to secure
payment of the disputed interest, pending final resolution of this
issue (including all appeals by either side) which has been recorded as
a component of other assets in the 1997 accompanying balance sheet. If
the interest issue is decided adversely to the Company and the Director-
Defendants, the amount deposited into the escrow account will be
transferred to the plaintiffs. The ultimate outcome of this issue will
not have the effect of increasing or decreasing the Company's net
earnings, but could reduce stockholders' equity.
The Company has deducted for income tax purposes approximately
$324.0 million of the payments made to the plaintiffs. While the
Company believes that such income tax deductions are appropriate, there
can be no assurance that such deductions ultimately will be allowed in
full.
65
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
15. PREFERRED STOCK PURCHASE RIGHTS
In July 1988, the Company's Board of Directors adopted a
stockholder-rights plan, and such rights were distributed as a
dividend at the rate of one right for each outstanding share of the
Company's common stock to the holders of record of common shares on
July 29, 1988. As a result of the 400-for-1 common stock split that
occurred on October 1, 1990, each outstanding share of common stock
currently has one four-hundredth of a right associated with it. When
exercisable, each right will entitle its holder to purchase from the
Company one one-hundredth of a share of the new Series C Preferred
Stock of the Company at a price of $15,000. AMERCO has reserved 5,000
shares of authorized but unissued preferred stock for the Series C
Preferred Stock authorized in this stockholder-rights plan. The
rights will become exercisable if a person or group of affiliated or
associated persons acquire or obtain the right to acquire beneficial
ownership of 50% or more of the common stock without approval of a
majority of the Board of Directors of the Company. The majority
approval must be made by members of the Board who were members as of
July 25, 1988 (Disinterested Directors) or subsequent members elected
to the Board if such persons are recommended or approved by a majority
of the Disinterested Directors. The rights will expire on July 29,
1998 unless earlier redeemed by the Company pursuant to authorization
by a majority of the Disinterested Directors.
In the event the Company is acquired in a merger or other
business combination transaction after the rights become exercisable,
provision shall be made so that each holder of a right shall have the
right to receive, upon exercise thereof and payment of the exercise
price, that number of common shares of such corporation which at the
time of such transaction would have a market or book value of two
times the exercise price of the right. If the Company is the
surviving company, each holder would have the right to receive, upon
payment of the exercise price, common shares with a market or book
value of two times the exercise price.
16. STOCK OPTION PLAN
In October 1992, the stockholders approved a ten year incentive
plan entitled the AMERCO Stock Option and Incentive Plan (the Plan)
for officers and key employees of the Company.
Under the Plan, Incentive Stock Options (ISOs), Non-qualified
Stock Options, Stock Appreciation Rights (SAR), Restricted Stock
Dividend Equivalents and Performance Shares may be awarded. The
aggregate numbers of shares of stock subject to award under the Plan
may not exceed 3,000,000. The stock subject to the Plan is AMERCO
Common Stock unless prior to the date the first award is made under
the Plan, a Committee of at least two Board members determines, in its
discretion, to utilize another class of the Company's stock.
The Plan provides for the granting of ISOs as defined under the
Internal Revenue Code and Non-qualified Stock Options under such terms
and conditions as the Committee determines in its discretion. The
ISOs may be granted at prices not less than one-hundred percent of the
fair market value at the date of grant with a term not exceeding ten
years.
The Plan provides for the granting of SARs subject to certain
conditions and limitations to holders of options under the Plan. SARs
permit the optionee to surrender an exercisable option for an amount
equal to the excess of the market price of the common stock over the
option price when the right is exercised.
66
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
16. STOCK OPTION PLAN, continued
Under the Restricted Stock feature of the Plan, a specified
number of common shares may be granted subject to certain
restrictions. Restriction violations during a specified period result
in forfeiture of the stock. The Committee may, at its discretion,
impose any restrictions on a Restricted Stock award.
The Plan authorizes the Committee to grant Dividend Equivalents
in connection with options. Dividend Equivalents are rights to
receive additional shares of Company stock at the time of exercise of
the option to which such Dividend Equivalents apply.
Under the Plan, Performance Share units may be granted. Each
unit is deemed to be the equivalent of one share of Company stock and
such units are credited to a Performance Share account. The value of
the units at the time of award or payment is the fair market value of
an equivalent number of shares of stock. At the end of the award
period, payment may be made subject to certain predetermined criteria
and restrictions.
To date, no stock options or awards have been granted.
17. RELATED PARTY TRANSACTIONS
The Company has related party transactions with certain major
stockholders, directors and officers of the consolidated group as
disclosed in Notes 2, 6, 9 and 15 of Notes to Consolidated Financial
Statements.
During the years ended 1997, 1996 and 1995, the Company purchased
$3,281,000, $3,122,000 and $3,417,000, respectively, of printing from
a company wherein an officer is a major stockholder, director and
officer of the Company.
During the years ended 1997 and 1996, the Company purchased
$11,164,000 and $1,558,000 of computer components from a company
wherein a major stockholder was the family trust of a major
stockholder, director and officer of the Company, until June 1, 1996.
There were no purchases from the Company during the year ended 1995.
Pursuant to a Share Repurchase and Registration Rights Agreement,
dated May 1, 1992, among Sophia M. Shoen, Sophmar, Inc., and the
Company, Sophia M. Shoen had the right to require the Company to
repurchase, with certain limitations, up to $3,000,000 of Common Stock
owned by her. The Sophia Shoen Registration Rights Agreement provides
that the Company's obligations to repurchase any shares from Sophia M.
Shoen may be satisfied if such shares are purchased by the ESOP Trust.
Pursuant to the Sophia Shoen Registration Rights Agreement, on June 30,
1994, Sophia M. Shoen sold 88,235 shares of Common Stock to the ESOP
Trust at the then appraised value of $17.00 per share, for an aggregate
sales price of approximately $1,500,000. In addition, Sophia M. Shoen,
subject to certain limitations and restrictions, may also elect under
the Sophia Shoen Registration Rights Agreement to cause the Company to
effect a registration under the Securities Act of 1933, as amended, and
applicable state securities laws of shares of Common Stock held by her.
Sophia M. Shoen sold 575,000 shares of Common Stock to the public in
late 1994 pursuant to her registration rights. Sophia Shoen has
reached a tentative agreement with the Company, subject to execution of
definitive agreements, whereby the Company will pay Sophia Shoen the
sum of $1,250,000 to terminate the Share Repurchase and Registration
Right Agreement. Sophia M. Shoen is a major stockholder and is the
sister of Edward J., Mark V. and James P. Shoen, who are major
stockholders and directors of the Company.
67
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
17. RELATED PARTY TRANSACTIONS, continued
Pursuant to a Share Repurchase and Registration Rights Agreement,
dated as of March 1, 1992, among Paul F. Shoen, Pafran, Inc. and the
Company, Paul F. Shoen had the right to require the Company to
repurchase, with certain limitations, up to $3,000,000 of Common Stock
owned by him. The Paul Shoen Registration Rights Agreement provides
that the Company's obligation to repurchase any shares from Paul F.
Shoen shall be satisfied if such shares are purchased by the ESOP
Trust. Pursuant to the Paul Shoen Registration Rights Agreement, (i)
on June 30, 1994, Paul F. Shoen sold 58,825 shares of Common Stock to
the ESOP Trust at the then appraised value of $17.00 per share for an
aggregate sales price of approximately $1,000,000 and (ii) on January
17, 1995, Paul F. Shoen sold 50,632 shares of Common Stock to the ESOP
Trust at the most recent closing price for the Common Stock trading on
Nasdaq of $19.75 per share for an aggregate sales price of
approximately $1,000,000. In addition, Paul F. Shoen, subject to
certain limitations and restrictions, may also elect under the Paul
Shoen Registration Rights Agreement to cause the Company to effect a
registration under the Securities Act of 1933, as amended, and
applicable state securities laws of shares of Common Stock held by him.
Paul F. Shoen sold 500,000 shares of Common Stock to the public in
March of 1995 pursuant to his registration rights. Paul F. Shoen is a
major stockholder and director of the Company.
On February 9, 1995, Paul F. Shoen executed a settlement
agreement with the Company whereby Paul F. Shoen agreed to the
dismissal of certain claims he had asserted in an arbitration
proceeding and in an action in the United States District Court for
the District of Nevada. In exchange for Paul F. Shoen's agreement to
dismiss such claims, the Company agreed, among other things, to work
in good faith toward appointing independent trustees for the ESOP and
to place Paul F. Shoen on the management's slate of directors for the
1994 Annual Meeting of Stockholders. In addition, the settlement
agreement provided for the Company to pay Paul F. Shoen $925,000 and
for the Company to receive a full release of all claims by Paul F.
Shoen through the settlement date, including but not limited to,
claims for reimbursement of attorneys fees related to all matters to
which Paul F. Shoen is or was a party. The terms of the settlement
will not result in a material adverse effect of the Company's
financial position or results of operations.
On December 18, 1995, the Company reimbursed Paul F. Shoen
$1,500,000 for a payment made to the plaintiffs in partial satisfaction
of the judgment in the Shoen Litigation.
Management believes that these transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions.
18. SUPPLEMENTAL CASH FLOW INFORMATION
The (increase) decrease in receivables, inventories and accounts
payable and accrued liabilities net of other operating and investing
activities follows:
Year ended
---------------------------------------
1997 1996 1995
---------------------------------------
(in thousands)
Receivables $ 75,150 (45,734) (57,645)
=======================================
Inventories $ (19,903) 4,446 (1,325)
=======================================
Accounts payable and
accrued expenses $ (20,819) 24,137 3,549
=======================================
68
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
19. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE
SUBSIDIARIES
A summary consolidated balance sheet for RWIC is presented below:
December 31,
----------------------
1996 1995
----------------------
(in thousands)
Investments - fixed maturities $ 401,198 414,323
Other investments 13,609 16,730
Receivables 116,373 138,650
Deferred policy acquisition costs 8,622 9,858
Due from affiliate 24,223 15,107
Deferred federal income taxes 16,941 17,298
Other assets 28,721 7,488
-------------------
Total assets $ 609,687 619,454
===================
Policy liabilities and accruals $ 338,047 345,984
Unearned premiums 50,699 64,379
Premium deposits - -
Other policyholders' funds and liabilities 28,592 20,909
-------------------
Total liabilities 417,338 431,272
Stockholder's equity 192,349 188,182
-------------------
Total liabilities and
stockholder's equity $ 609,687 619,454
===================
69
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
19. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE
SUBSIDIARIES, continued
A summarized consolidated income statement for RWIC is presented
below:
Year ended December 31,
-----------------------------------
1996 1995 1994
-----------------------------------
(in thousands)
Premiums $ 156,505 140,752 133,437
Net investment income 30,572 29,906 29,026
Other income 2,016 1,714 2,835
-----------------------------------
Total revenue 189,093 172,372 165,298
Benefits and losses 131,407 129,497 115,217
Amortization of deferred policy
acquisition costs 9,858 8,973 6,644
Other expenses 29,566 12,466 20,281
-----------------------------------
Income from operations 18,262 21,436 23,156
Federal income tax expense (5,502) (6,722) (6,960)
-----------------------------------
Net income $ 12,760 14,714 16,196
===================================
A summary consolidated balance sheet for Oxford is presented
below:
December 31,
---------------------
1996 1995
---------------------
(in thousands)
Investments - fixed maturities $ 458,496 465,379
Other investments 92,762 90,234
Receivables 13,553 16,734
Deferred policy acquisition costs 39,976 40,137
Due from affiliate 149 148
Deferred federal income taxes (9,908) (14,585)
Other assets 2,142 1,668
-------------------
Total assets $ 597,170 599,715
===================
Policy liabilities and accruals $ 80,589 73,203
Unearned premiums - -
Premium deposits 433,397 410,787
Other policyholders' funds and liabilities 7,931 9,539
-------------------
Total liabilities 521,917 493,529
Stockholder's equity 75,253 106,186
-------------------
Total liabilities and
stockholder's equity $ 597,170 599,715
===================
70
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
19. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE
SUBSIDIARIES, continued
A summarized consolidated income statement for Oxford is
presented below:
Year ended December 31,
-----------------------------------
1996 1995 1994
-----------------------------------
(in thousands)
Premiums $ 27,832 27,073 23,526
Net investment income 18,746 16,508 14,060
Other income 2,294 6,801 3,202
-----------------------------------
Total revenue 48,872 50,382 40,788
Benefits and losses 23,354 21,743 18,200
Amortization of deferred policy
acquisition costs 6,635 8,158 4,252
Other expenses 8,309 7,871 8,598
-----------------------------------
Income from operations 10,574 12,610 9,738
Federal income tax expense (2,771) (4,233) (2,500)
-----------------------------------
Net income $ 7,803 8,377 7,238
===================================
Applicable laws and regulations of the State of Arizona require
maintenance of minimum capital determined in accordance with statutory
accounting practices in the amount of $400,000 for Oxford and
$1,000,000 for RWIC. In addition, the amount of dividends which can
be paid to shareholders by insurance companies domiciled in the State
of Arizona is limited. Any dividend in excess of the limit requires
prior regulatory approval. Statutory surplus which can be distributed
as dividends is $16,108,000 at December 31, 1996.
Audited statutory net income for RWIC for the years ended
December 31, 1996, 1995 and 1994 was $16,807,000, $12,273,000 and
$13,611,000, respectively; audited statutory capital and surplus was
$161,085,000 and $152,156,000 at December 31, 1996 and 1995,
respectively.
Audited statutory net income for Oxford for the years ended
December 31, 1996, 1995 and 1994 was $12,815,000, $8,912,000 and
$12,150,000, respectively; audited statutory capital and surplus was
$49,576,000 and $73,580,000 at December 31, 1996 and 1995,
respectively.
71
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
20. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA
Industry Segment Data - AMERCO's three industry segments are
Moving and Storage Operations, Property/Casualty insurance and Life
insurance. Moving and Storage Operations is composed of the operations
of U-Haul International, Inc., which is engaged in the rental of
various kinds of equipment and sales of related products and services
and AREC. Property/Casualty insurance is composed of the operations
of Republic Western Insurance Company which operates in various
property and casualty lines. Life insurance is composed of the
operations of Oxford Life Insurance Company which operates in various
life, accident and health and annuity lines.
Information concerning operations by industry segment follows:
Moving Property/ Adjustments
and Storage Casualty Life and
Operations Insurance Insurance Eliminations Consolidated
------------------------------------------------------------
(in thousands)
1997
- ----
Revenues:
Outside $1,208,588 169,322 47,193 - 1,425,103
Intersegment - 19,771 1,679 (21,450) -
----------------------------------------------------------
Total revenue $1,208,588 189,093 48,872 (21,450) 1,425,103
==========================================================
Pretax
operating
profit $ 128,215 18,262 10,574 - 157,051
============================================
Interest
expense 73,523
Pretax ---------
earnings
from
operations $ 83,528
=========
Identifiable
assets $1,811,145 609,687 597,170 (299,008) 2,718,994
==========================================================
Depreciation/
amortization $ 75,607 12,040 6,717 - 94,364
==========================================================
Capital
expenditures $ 203,943 - - - 203,943
==========================================================
72
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
20. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Moving Property/ Adjustments
and Storage Casualty Life and
Operations Insurance Insurance Eliminations Consolidated
------------------------------------------------------------
(in thousands)
1996
- ----
Revenues:
Outside $1,141,568 159,609 49,101 - 1,350,278
Intersegment (656) 12,763 1,281 (13,388) -
----------------------------------------------------------
Total revenue $1,140,912 172,372 50,382 (13,388) 1,350,278
Pretax ==========================================================
operating
profit $ 129,082 21,436 12,610 656 163,784
============================================
Interest
expense 67,558
Pretax ---------
earnings
from
operations $ 96,226
=========
Identifiable
assets $1,916,534 619,454 599,715 (312,296) 2,823,407
==========================================================
Depreciation/
amortization $ 83,734 11,176 7,517 - 102,427
==========================================================
Capital
expenditures $ 291,057 - - - 291,057
==========================================================
Moving Property/ Adjustments
and Storage Casualty Life and
Operations Insurance Insurance Eliminations Consolidated
------------------------------------------------------------
(in thousands)
1995
- ----
Revenues:
Outside $1,097,111 144,642 39,347 - 1,281,100
Intersegment (42) 20,657 1,444 (22,059) -
----------------------------------------------------------
Total revenue $1,097,069 165,299 40,791 (22,059) 1,281,100
==========================================================
Pretax
operating
profit $ 128,278 23,074 9,824 42 161,218
============================================
Interest
expense 67,762
---------
Pretax
earnings
from
operations $ 93,456
=========
Identifiable
assets $1,825,683 579,821 479,778 (281,605) 2,603,677
==========================================================
Depreciation/
amortization $ 150,187 8,913 4,790 - 163,890
==========================================================
Capital
expenditures $ 434,992 - - - 434,992
==========================================================
73
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
20. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Geographic Area Data - United States Canada Consolidated
(Canada is in U.S. $'s) ---------------------------------------
(in thousands)
1997
- ----
Revenues $ 1,394,774 30,329 1,425,103
Pretax earnings
from operations $ 81,686 1,842 83,528
Identifiable assets $ 2,674,603 44,391 2,718,994
1996
- ----
Revenues $ 1,321,233 29,045 1,350,278
Pretax earnings
from operations $ 92,699 3,527 96,226
Identifiable assets $ 2,777,146 46,261 2,823,407
1995
- ----
Revenues $ 1,252,746 28,354 1,281,100
Pretax earnings
from operations $ 90,378 3,078 93,456
Identifiable assets $ 2,550,252 53,425 2,603,677
21. SUBSEQUENT EVENTS
In February 1997, the Company, through its insurance subsidiaries,
invested in the equity of a limited partnership in a Texas-based self-
storage corporation. RWIC invested $13,500,000 in exchange for a 27.3%
limited partnership and Oxford invested $11,000,000 in exchange for a
22.2% limited partnership. U-Haul is a 50% owner of a corporation which
is a general partner in the Texas-based self-storage corporation. The
Company has a $10,000,000 note receivable from the corporation.
On May 6, 1997, the Company declared a cash dividend of $3,241,000
($.53125 per preferred share) to preferred stockholders of record as of
May 16, 1997.
See Notes 13 and 17 of Notes to Consolidated Financial Statements
for other subsequent event disclosures.
74
SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS
Additional Information
The following Summary of Earnings of Independent Trailer Fleets is
presented for purposes of analysis and is not a required part of the basic
financial statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements by Price
Waterhouse LLP, independent accountants, whose report thereon appears elsewhere
herein.
Years Ended March 31,
--------------------------------------------------------------------
1997 1996 1995 1994 1993
--------------------------------------------------------------------
(in thousands except earnings per $100 of average investment)
Earnings data (Note A):
Fleet Owner income:
Credited to Fleet Owner gross
rental income $ 3,214 4,181 5,288 6,556 7,827
Credited to Distribution, Accident
and Canadian Duty Fund (Note D) 36 69 66 71 114
-------- ----- ----- ----- -----
Total Fleet Owner income 3,250 4,250 5,354 6,627 7,941
-------- ----- ----- ----- -----
Fleet Owner operation expenses:
Charged to Fleet Owner (Note C) 1,639 2,182 2,127 2,404 3,100
Charged to Distribution, Accident
and Canadian Duty Funds (Note D) 131 254 234 237 290
-------- ----- ----- ----- -----
Total Fleet Owner operation
expenses 1,770 2,436 2,361 2,641 3,390
-------- ----- ----- ----- -----
Fleet Owner earnings before
Distribution, Accident and
Canadian Duty Funds credit,
depreciation and income taxes 1,480 1,814 2,993 3,986 4,551
Distribution, Accident and Canadian
Duty Funds credit (Note D) 95 185 168 165 176
-------- ----- ----- ----- -----
Net Fleet Owner earnings before
depreciation and income taxes $ 1,575 1,999 3,161 4,151 4,727
======== ===== ===== ===== =====
Investment data (Note A):
Amount at end of year $ 977 3,138 4,382 5,257 6,332
======== ===== ===== ===== =====
Average amount during year $ 2,339 3,701 4,820 5,668 6,976
======== ===== ===== ===== =====
Net Fleet Owner earnings before
depreciation and income taxes
per $100 of average investment
(Note B) $ 67.38 54.04 65.59 73.23 67.76
======== ===== ===== ===== =====
The accompanying notes are an integral part of this Summary of Earnings of Independent Trailer Fleets.
75
NOTES TO SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS
Additional Information
(A) The accompanying Summary of Earnings of Independent Trailer Fleets includes
the operations of trailers under the brand name of "U-Haul" owned by
Independent Fleet Owners. Earnings data represent the aggregate results of
operations before depreciation and taxes. Investment data represent the
cost of trailers and investments before accumulated depreciation.
Fleet Owner income is based on Independent Rental Dealer reports of rentals
transacted through the day preceding the last Monday of each month and
received by U-Haul International, Inc. by the end of the month and Company-
Operated U-Haul Center reports of rentals transacted through the last day of
each month. Payments to Fleet Owners for trailers lost or retired from
rental service as a result of damage by accident have not been reflected in
this summary because such payments do not relate to earnings before
depreciation and income taxes but, rather, investment (depreciation).
The investment data is based upon the cost of trailers to the Fleet Owners
as reflected by sales records of U-Haul's manufacturing facilities.
(B) The summary of earnings data stated in terms of amount per $100 of average
investment represents the aggregate results of operations (earnings data)
divided by the average amount of investment during the periods. The average
amount of investment is based upon a simple average of the month-end
investment during each period. Average earnings data is not necessarily
representative of an individual Fleet Owner's earnings.
(C) A summary of operations expenses charged directly to Independent Fleet
Owners follows:
Year ended March 31,
---------------------------------------
1997 1996 1995 1994 1993
---------------------------------------
(in thousands)
Licenses $ 434 436 503 520 593
Public liability insurance 198 264 320 392 510
Repairs and maintenance 1,007 1,482 1,304 1,492 1,997
---------------------------------------
$ 1,639 2,182 2,127 2,404 3,100
=======================================
(D) The Fleet Owners, Independent Rental Dealers, U-Haul International, Inc. and
Subsidiary U-Haul Rental Companies forego normal commissions on a portion of
gross rental fees designated for transfer to the Distribution Fee Fund, the
Accident Fund, and the Canadian Duty Fund. Designated expenses, otherwise
chargeable to Fleet Owners, are paid from these Funds to the extent of the
financial resources of the Funds. The amounts designated "Distribution,
Accident and Canadian Duty Funds credit" in the accompanying summary of
earnings represent Operator Contribution expenses borne by the Funds, which
exceed Independent Fleetowner commissions foregone.
76
NOTES TO SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS, continued
Additional Information
(E) Commissions foregone for transfer to the Distribution, Accident and Canadian
Duty Funds (net of fees in excess of expenses incurred) follows:
Fleet Owners
Subsidiary ----------------------
U-Haul Subsidiary
Companies Companies Independent Total
-----------------------------------------------
(in thousands)
Year ended:
March 31, 1997 882 439 36 1,357
March 31, 1996 1,287 624 69 1,980
March 31, 1995 986 465 66 1,517
March 31, 1994 873 399 71 1,343
March 31, 1993 879 358 114 1,351
(F) A summary of Independent Fleet Owner expenses incurred by the Funds follows:
Year ended March 31,
--------------------------------------------
1997 1996 1995 1994 1993
--------------------------------------------
(in thousands)
Accident repairs $ 1,111 1,675 1,295 1,085 1,199
Less portion allocated to fleets owned by subsidiary
companies 980 1,421 1,061 848 909
------ ----- ----- ----- -----
Total Independent Fleet Owner expenses paid
by funds 131 254 234 237 290
Add portion allocated to fleets owned by subsidiary
companies 980 1,421 1,061 848 909
Return of investment (accident reimbursement) 246 305 222 258 152
------ ----- ----- ----- -----
Total expenses incurred by Funds $ 1,357 1,980 1,517 1,343 1,351
====== ===== ===== ===== =====
Schedule I
Condensed Financial Information of Registrant
AMERCO
Balance Sheets
March 31,
1997 1996
------------------------
(in thousands)
Assets
- ------
Cash $ 1,388 5,487
Investment in subsidiaries 629,415 613,606
Due from unconsolidated subsidiaries 881,700 1,073,819
Other assets 56,798 3,849
------------------------
$ 1,569,301 1,696,761
========================
Liabilities and Stockholders' Equity
- ------------------------------------
Liabilities:
Notes and loans $ 915,079 929,236
Other liabilities 34,131 99,334
------------------------
Stockholders' equity:
Preferred stock - -
Common stock 10,563 10,000
Additional paid-in capital 337,933 165,756
Foreign currency translation (14,133) (11,877)
Net unrealized gain on investments 4,411 11,097
Retained earnings:
Beginning of year 609,019 561,589
Net earnings 51,865 60,394
Dividends paid (16,875) (12,964)
------------------------
644,009 609,019
Less:
Cost of common shares in treasury 359,723 111,118
Unearned employee stock
ownership plan shares 2,969 4,686
------------------------
Total stockholders' equity 620,091 668,191
------------------------
$ 1,569,301 1,696,761
========================
See accompanying notes to condensed financial
information and notes to consolidated financial statements
incorporated herein by reference.
Schedule I, continued
Condensed Financial Information of Registrant
AMERCO
Statements of Earnings
Years Ended March 31,
1997 1996 1995
------------------------------------
(in thousands except per share data)
Revenues
- --------
Net interest income from
subsidiaries $ 58,723 63,133 66,050
Other revenue 2,445 753 465
------------------------------------
Total revenues 61,168 63,886 66,515
------------------------------------
Expenses
- --------
Interest expense 71,039 63,133 66,050
Other expenses 7,374 14,119 11,515
------------------------------------
Total expenses 78,413 77,252 77,565
------------------------------------
Operating loss (17,245) (13,366) (11,050)
Equity in earnings of
unconsolidated subsidiaries 98,895 107,550 102,583
Income tax expense (27,466) (33,790) (31,501)
Extraordinary loss on early
extinguishment of debt, net (2,319) - -
------------------------------------
Net earnings $ 51,865 60,394 60,032
====================================
Earnings from operations
before extraordinary loss
on early extinguishment of
debt $ 1.44 1.33 1.23
Extraordinary loss on early
extinguishment of debt, net (0.09) - -
------------------------------------
Net earnings $ 1.35 1.33 1.23
====================================
Weighted average common
shares outstanding 25,479,651 35,736,335 38,190,552
====================================
See accompanying notes to condensed financial
information and notes to consolidated financial statements
incorporated herein by reference.
79
Schedule I, continued
Condensed Financial Information of Registrant
AMERCO
Statements of Cash Flows
Years Ended March 31,
1997 1996 1995
-----------------------------------
(in thousands)
Cash flows from operating activities:
Net earnings $ 51,865 60,394 60,032
Amortization, net 1,954 34 545
Equity in earnings of
subsidiaries 65,392 69,085 67,139
Increase (decrease) in amounts due
from unconsolidated subsidiaries 192,119 3,195 (91,475)
Net change in operating assets and
liabilities (63,961) (121,490) (100,639)
Other, net (8,641) 18,485 (8,194)
----------------------------------
Net cash provided (used) by
operating activities 238,728 29,703 (72,592)
----------------------------------
Cash flows from financing activities:
Net change in short term borrowings (347,000) 84,500 178,750
Proceeds from notes 562,000 140,000 -
Repayments from Leveraged Employee
Stock Ownership Plan loan 1,717 1,717 1,717
Principal payments on notes (229,157) (106,826) (89,706)
Debt issuance costs (5,612) (1,027) (319)
Issuance of common stock 73,709 - -
Issuance of preferred stock 98,546 - -
Preferred stock dividends paid (16,875) (12,964) (12,964)
Treasury Stock purchase, net (248,605) (100,657) -
Deferred tax-treasury stock (80,997) (34,938) -
Escrow deposit (48,234) - -
Extraordinary loss on early
extinguishment of debt, net (2,319) - -
----------------------------------
Net cash provided (used) by
financing activities (242,827) (30,195) 77,478
----------------------------------
Increase (decrease) in cash (4,099) (492) 4,886
Cash and cash equivalents
at beginning of year 5,487 5,979 1,093
----------------------------------
Cash and cash equivalents
at end of year $ 1,388 5,487 5,979
==================================
Income taxes paid in cash amounted to $4,721,000, $285,000 and
$8,794,000 for 1997, 1996 and 1995, respectively. Interest paid in
cash amounted to $67,492,000, $67,150,000 and $65,840,000 for 1997,
1996 and 1995, respectively.
See accompanying notes to condensed financial information and
notes to consolidated financial statements incorporated herein by
reference.
80
Schedule I, continued
Condensed Financial Information of Registrant
AMERCO
Notes to Condensed Financial Information
March 31, 1997, 1996 and 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AMERCO, a Nevada corporation, was incorporated in April, 1969,
and is the holding company for U-Haul International, Inc., Republic
Western Insurance Company, Oxford Life Insurance Company and Amerco
Real Estate Company. The financial statements of the Registrant
should be read in conjunction with the Consolidated Financial
Statements and notes thereto included in this Form 10-K.
The Company is included in a consolidated Federal income tax
return with all of its U.S. subsidiaries. Accordingly, the provision
for income taxes has been calculated for Federal income taxes of the
Registrant and subsidiaries included in the consolidated return of the
Registrant. State taxes for all subsidiaries are allocated to the
respective subsidiaries.
The financial statements include only the accounts of the
Registrant (a Nevada corporation), which include certain of the
corporate operations of AMERCO. The debt and related interest expense
of the Registrant have been allocated to the consolidated
subsidiaries. The intercompany interest income and expenses are
eliminated in the consolidated financial statements.
2. GUARANTEES
AMERCO has guaranteed performance of certain long-term leases.
See Note 13 of Notes to Consolidated Financial Statements.
3. NOTES AND LOANS PAYABLE
Notes and loans payable consist of the following:
March 31,
----------------------
1997 1996
----------------------
(in thousands)
Medium-term notes payable, unsecured,
5.85% to 8.08% interest
rates, due through 2027 $ 387,000 95,050
Note payable to insurance companies,
unsecured 6.43% to 10.27%
interest rates, due
through 2006 226,500 339,000
Notes payable to public,
unsecured, 7.85% interest
rate, due through 2004 175,000 -
Notes payable to banks, unsecured,
4.81% to 7.54% interest
rates, due through 2001 62,500 84,100
Other notes payable, unsecured,
9.50% interest rate,
due through 2005 79 86
Unsecured notes payable to banks
under revolving lines of credit,
5.74% to 5.80% interest rates 60,000 338,000
Other short-term promissory notes 4,000 73,000
--------------------
$ 915,079 929,236
====================
For additional information, see Note 5 of Notes to Consolidated
Financial Statements.
81
Schedule V
AMERCO AND CONSOLIDATED SUBSIDIARIES
Supplemental Information (For Property-Casualty Insurance Underwriters)
Years ended December 31, 1996, 1995 and 1994
Reserves Amorti-
for Unpaid zation Paid
Claims Claims and of Claims
Deferred and Claim Adjustment Deferred and
Policy Claim Net Net Expenses Incurred Policy Claim Net
Affiliation Acqui- Adjust- Discount Earned Invest- Related to Acqui- Adjust- Premiums
With sition ment if any, Unearned Premiums ment Current Prior sition ment Written
Year Registrant Costs Expenses Deducted Premiums (1) Income Year Year Costs Expenses (2)
- ---- ---------- ----- -------- -------- -------- ------- ------ ------ ----- ------ -------- -------
(in thousands)
97 Consolidated
property -
casualty entity $ 8,622 332,674 N/A 50,699 136,780 30,572 112,394 11,527 9,858 119,674 129,034
96 Consolidated
property -
casualty entity 9,858 341,981 N/A 64,379 128,083 29,906 114,110 8,292 8,973 109,372 125,789
95 Consolidated
property -
casualty entity 8,973 329,741 N/A 63,938 112,862 29,026 102,782 6,576 6,644 92,651 119,952
(1) The earned premiums are reported net of intersegment transactions. Earned
premiums eliminated in consolidation amount to $19,725,000, $12,669,000 and
$20,575,000 for the years ended 1997, 1996 and 1995, respectively.
(2) The premiums written are reported net of intersegment transactions.
Premiums written eliminated in consolidation amount to $15,373,000,
$14,206,000 and $19,407,000 for the years ended 1997, 1996 and 1995,
respectively.
82
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
U-Haul International, Inc.
By: /S/ EDWARD J. SHOEN
--------------------
Edward J. Shoen
President of U-Haul International, Inc.
Dated: June 26, 1997
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
/S/ EDWARD J. SHOEN President of U-Haul June 26, 1997
- -------------------- International, Inc.
Edward J. Shoen (Principal Executive
Officer)
/S/ DONALD W. MURNEY Principal Financial June 26, 1997
- ------------------------- and Accounting Officer
Donald W. Murney
/S/ JAMES P. SHOEN Director June 26, 1997
- -------------------------
James P. Shoen
/S/ HARRY B. DESHONG, JR. Director June 26, 1997
- -------------------------
Harry B. DeShong, Jr.
/S/ MARK V. SHOEN Director June 26, 1997
- -------------------------
William E. Carty
/S/ RICHARD J. HERRERA Director June 26, 1997
- -------------------------
Richard J. Herrera