1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
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, Ste. 100
Reno, Nevada 89502-3239
Telephone (775) 688-6300
2-38498 U-Haul International, Inc. 86-0663060
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ].
22,614,087 shares of AMERCO Common Stock, $0.25 par value were outstanding at
August 10, 1999.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at August 10, 1999. U-Haul International, Inc. meets the conditions
set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore
filing this form with the reduced disclosure format.
2
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
a) Consolidated Balance Sheets as of June 30, 1999,
March 31, 1999 and June 30, 1998................... 4
b) Consolidated Statements of Earnings for the
Quarters ended June 30, 1999 and 1998.............. 6
c) Consolidated Statements of Changes in Stockholders'
Equity for the Quarters ended June 30, 1999
and 1998........................................... 7
d) Consolidated Statements of Comprehensive Income
for the Quarters ended June 30, 1999 and 1998...... 8
e) Consolidated Statements of Cash Flows for the
Quarters ended June 30, 1999 and 1998.............. 9
f) Notes to Consolidated Financial Statements -
June 30, 1999, March 31, 1999 and
June 30, 1998...................................... 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 19
Item 3. Quantitative and Qualitative Disclosures About Market
Risk................................................... 27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...................................... 28
Item 6. Exhibits and Reports on Form 8-K....................... 29
3
THIS PAGE LEFT
INTENTIONALLY BLANK
4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets
June 30, March 31, June 30,
Assets 1999 1999 1998
------------------------------------
(unaudited) (audited) (unaudited)
(in thousands)
Cash and cash equivalents $ 51,494 44,505 40,728
Trade receivables, net 177,502 173,050 212,077
Notes and mortgage receivables, net 234,407 217,910 128,311
Inventories, net 73,452 80,159 72,486
Prepaid expenses 11,763 16,363 17,330
Investments, fixed maturities 896,899 900,995 891,025
Investments, other 195,362 181,892 159,018
Deferred policy acquisition costs 70,054 63,283 49,682
Other assets 113,963 114,522 102,972
--------- --------- ---------
Property, plant and equipment, at
cost:
Land 197,098 196,960 207,982
Buildings and improvements 813,146 806,421 835,533
Furniture and equipment 237,015 234,894 219,173
Rental trailers and other rental
equipment 194,247 186,660 179,632
Rental trucks 1,032,393 992,418 978,953
--------- --------- ---------
2,473,899 2,417,353 2,421,273
Less accumulated depreciation 1,136,899 1,122,529 1,112,072
--------- --------- ---------
Total property, plant and
equipment 1,337,000 1,294,824 1,309,201
--------- --------- ---------
$ 3,161,896 3,087,503 2,982,830
========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
5
June 30, March 31, June 30,
Liabilities and Stockholders' Equity 1999 1999 1998
-------------------------------------
(unaudited) (audited) (unaudited)
(in thousands, except share and per share data)
Liabilities:
Accounts payable and accrued
expenses $ 179,529 169,185 125,243
Notes and loans payable 1,138,763 1,114,748 1,062,512
Policy benefits and losses, claims
and loss expenses payable 539,308 546,599 586,715
Liabilities from premium deposits 461,948 457,759 428,100
Cash overdraft 21,995 28,169 24,346
Other policyholders' funds and
liabilities 44,987 48,889 38,533
Deferred income 39,010 41,549 45,111
Deferred income taxes 85,361 64,580 54,045
--------- --------- ---------
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 June 30, 1999,
March 31, 1999 and June 30, 1998 - - -
Series B preferred stock, with no par
value, 100,000 shares authorized;
25,000, 25,000 and 75,000 shares
issued and outstanding as of
June 30, 1999, March 31, 1999 and
June 30, 1998, respectively - - -
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
June 30, 1999, March 31, 1999
and June 30, 1998 1,441 1,441 1,441
Common stock of $0.25 par value,
150,000,000 shares authorized;
36,487,505 shares issued as of
June 30, 1999, March 31, 1999
and June 30, 1998 9,122 9,122 9,122
Additional paid-in capital 299,905 299,905 313,444
Accumulated other comprehensive income (21,580) (17,740) (12,873)
Retained earnings 741,923 703,322 684,697
--------- --------- ---------
1,030,811 996,050 995,831
Less:
Cost of common shares in treasury, net
(19,635,913 shares as of
June 30, 1999, March 31, 1999
and June 30, 1998) 363,533 363,533 359,723
Unearned employee stock
ownership plan shares 16,283 16,492 17,883
--------- --------- ---------
Total stockholders' equity 650,995 616,025 618,225
Contingent liabilities and commitments
--------- --------- ---------
Total Liabilities and Stockholders' Equity $ 3,161,896 3,087,503 2,982,830
========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
6
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Earnings
Quarters ended June 30,
(Unaudited)
1999 1998
-------------------------
(in thousands, except
share and per share data)
Revenues
Rental revenue $ 305,566 281,413
Net sales 57,640 56,313
Premiums 56,076 38,430
Net investment and interest income 20,128 17,588
-----------------------
Total revenues 439,410 393,744
Costs and expenses
Operating expense 222,040 210,300
Cost of sales 31,374 32,695
Benefits and losses 43,709 35,580
Amortization of deferred acquisition
costs 6,550 4,611
Lease expense 31,396 26,962
Depreciation, net 18,779 17,573
-----------------------
Total costs and expenses 353,848 327,721
Earnings from operations 85,562 66,023
Interest expense 20,198 18,651
-----------------------
Pretax earnings 65,364 47,372
Income tax expense (23,057) (16,142)
-----------------------
Net earnings $ 42,307 31,230
=======================
Earnings per common share:
Basic $ 1.77 1.21
Diluted $ 1.70 -
=======================
Weighted average common shares outstanding:
Basic 21,953,199 21,924,749
Diluted 22,953,199 -
=======================
The accompanying notes are an integral part of these consolidated financial
statements.
7
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Quarters ended June 30,
(Unaudited)
1999 1998
--------------------
(in thousands, except share and per share data)
Series A common stock of $0.25 par value:
10,000,000 shares authorized, 5,762,495
shares issued as of June 30, 1999 and
June 30, 1998
Beginning and end of period $ 1,441 1,441
--------------------
Common stock of $0.25 par value:
150,000,000 shares authorized, 36,487,505
shares issued as of June 30, 1999 and
June 30, 1998
Beginning and end of period 9,122 9,122
--------------------
Additional paid-in capital:
Beginning and end of period 299,905 313,444
--------------------
Accumulated other comprehensive income:
Beginning of period (17,740) (9,384)
Foreign currency translation (363) (2,507)
Fair market value of cash flow hedge 975 -
Unrealized loss on investments (4,452) (982)
--------------------
End of period (21,580) (12,873)
--------------------
Retained earnings:
Beginning of period 703,322 658,227
Net earnings 42,307 31,230
Preferred stock dividends paid:
Series A ($0.53 per share) (3,241) (3,241)
Series B ($18.60 per share for 1999
and $20.39 per share for 1998) (465) (1,519)
--------------------
End of period 741,923 684,697
--------------------
Less Treasury stock:
Beginning and end of period 363,533 359,723
--------------------
Less Unearned employee stock
ownership plan shares:
Beginning of period 16,492 18,068
Purchase of shares 1 1
Repayments from loan (210) (186)
--------------------
End of year 16,283 17,883
--------------------
Total stockholders' equity $ 650,995 618,225
====================
The accompanying notes are an integral part of these consolidated financial
statements.
8
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Quarters ended June 30,
(Unaudited)
1999 1998
--------------------
(in thousands)
Comprehensive Income:
Net earnings $ 42,307 31,230
Changes in other comprehensive income:
Foreign currency translation (363) (2,507)
Fair market value of cash flow hedge 975 -
Unrealized loss on investments (4,452) (982)
--------------------
Total Comprehensive Income $ 38,467 27,741
====================
The accompanying notes are an integral part of these consolidated financial
statements.
9
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
Quarters ended June 30,
(Unaudited)
1999 1998
--------------------
(in thousands)
Cash flows from operating activities:
Net earnings $ 42,307 31,230
Depreciation and amortization 29,547 23,052
Provision for losses on accounts
receivable 959 918
Net gain on sale of real and
personal property (2,396) (191)
Loss (gain) on sale of investments 229 (719)
Changes in policy liabilities and
accruals (4,785) 8
Additions to deferred policy
acquisition costs (10,265) (10,038)
Net change in other operating assets
and liabilities 12,732 (22,289)
--------------------
Net cash provided by operating activities 68,328 21,971
--------------------
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment (108,724) (97,357)
Fixed maturities (46,771) (55,238)
Preferred stock - (1,500)
Mortgage loans (2,441) (927)
Proceeds from sale of investments:
Property, plant and equipment 47,654 45,684
Fixed maturities 41,258 52,980
Real estate 42 47
Mortgage loans 3,887 3,800
Changes in other investments (14,877) 1,451
--------------------
Net cash (used) by investing
activities (79,972) (51,060)
---------------------
Cash flows from financing activities:
Net change in short-term borrowings (125,963) 38,500
Proceeds from notes 150,000 -
Debt issuance costs (1,085) (96)
Leveraged Employee Stock Ownership Plan:
Purchase of shares (1) (1)
Repayments from loan 210 186
Principal payments on notes (22) (1,311)
Net change in cash overdraft (6,173) 2,932
Preferred stock dividends paid (3,706) (4,760)
Investment contract deposits 21,048 17,903
Investment contract withdrawals (15,675) (15,142)
--------------------
Net cash provided by
financing activities 18,633 38,211
--------------------
Increase in cash and
cash equivalents 6,989 9,122
Cash and cash equivalents at
beginning of period 44,505 31,606
--------------------
Cash and cash equivalents at
end of period $ 51,494 40,728
====================
The accompanying notes are an integral part of these consolidated financial
statements.
10
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1999, March 31, 1999 and June 30, 1998
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
AMERCO, a Nevada corporation (AMERCO), is the holding company for U-Haul
International, Inc. (U-Haul), Amerco Real Estate Company (Real Estate), Republic
Western Insurance Company (Republic) and Oxford Life Insurance Company (Oxford).
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the parent
corporation, AMERCO, and its wholly-owned subsidiaries. All material
intercompany accounts and transactions of AMERCO and its subsidiaries have been
eliminated. The financial statements and notes are presented as permitted by
Form 10-Q and do not contain certain information included in AMERCO's annual
financial statements and notes.
The consolidated balance sheets as of June 30, 1999 and 1998, and the
related consolidated statements of earnings, changes in stockholders' equity,
comprehensive income and cash flows for the quarters ended June 30, 1999 and
1998 are unaudited; in the opinion of management, all adjustments necessary for
a fair presentation of such financial statements have been included. Such
adjustments consisted only of normal recurring items. Interim results are not
necessarily indicative of results for a full year.
The operating results and financial position of AMERCO's consolidated
insurance operations are determined on a one quarter lag. There were no effects
related to intervening events which would materially affect consolidated
financial position or results of operations for the financial statements
presented herein.
Certain reclassifications have been made to the financial statements for
the quarter ended June 30, 1998 to conform with the current year's presentation.
11
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
2. INVESTMENTS
A comparison of amortized cost to estimated market value for fixed
maturities is as follows:
March 31, 1999
-------------- 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 $ 21,122 $ 20,317 331 (135) 20,513
U.S. government
agency mortgage-
backed securities $ 25,132 25,035 272 (109) 25,198
Obligations of
states and
political
subdivisions $ 1,500 1,519 130 - 1,649
Corporate
securities $ 105,862 107,283 2,090 (545) 108,828
Mortgage-backed
securities $ 40,522 39,820 846 (168) 40,498
Redeemable preferred
stocks 4,549 115,253 1,739 (2,102) 114,890
----------------------------------------
309,227 5,408 (3,059) 311,576
----------------------------------------
March 31, 1999
-------------- 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 $ 34,105 $ 34,907 1,949 (379) 36,477
U.S. government
agency mortgage-
backed securities $ 40,289 39,980 802 (25) 40,757
States,
municipalities
and political
subdivisions $ 12,695 12,815 867 (39) 13,643
Corporate
securities $ 418,150 420,766 10,412 (5,357) 425,821
Mortgage-backed
securities $ 35,793 35,544 957 (29) 36,472
Redeemable preferred
stocks 1,321 33,266 1,499 (263) 34,502
----------------------------------------
577,278 16,486 (6,092) 587,672
----------------------------------------
Total $ 886,505 21,894 (9,151) 899,248
========================================
12
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES
A summarized consolidated balance sheet for Republic is presented below:
March 31,
--------------------
1999 1998
---------------------
(in thousands)
Investments, fixed maturities $ 413,574 425,133
Investments, other 25,451 25,194
Receivables 118,266 137,311
Deferred policy acquisition costs 12,075 7,203
Due from affiliate 17,465 34,304
Deferred federal income taxes 13,495 16,724
Other assets 21,244 8,205
-------------------
Total assets $ 621,570 654,074
===================
Policy liabilities and accruals $ 341,781 380,573
Unearned premiums 48,236 44,767
Other policyholders' funds and liabilities 20,660 31,937
-------------------
Total liabilities 410,677 457,277
Stockholder's equity 210,893 196,797
-------------------
Total liabilities and
stockholder's equity $ 621,570 654,074
===================
A summarized consolidated income statement for Republic is presented below:
Quarter ended March 31,
-----------------------
1999 1998
-----------------------
(in thousands)
Premiums $ 33,793 22,727
Net investment income 8,152 9,001
------------------
Total revenue 41,945 31,728
Benefits and losses 28,285 20,043
Amortization of deferred
policy acquisition costs 3,210 1,801
Other expenses 8,459 7,661
------------------
Total expenses 39,954 29,505
Income from operations 1,991 2,223
Federal income tax expense (627) (625)
------------------
Net income $ 1,364 1,598
==================
13
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES,
continued
A summarized consolidated balance sheet for Oxford is presented below:
March 31,
---------------------
1999 1998
---------------------
(in thousands)
Investments, fixed maturities $ 483,325 465,892
Investments, other 151,678 112,446
Receivables 39,497 54,524
Deferred policy acquisition costs 57,979 42,479
Due (to) from affiliate (10,155) 506
Other assets 26,404 30,938
-------------------
Total assets $ 748,728 706,785
===================
Policy liabilities and accruals $ 145,124 161,375
Premium deposits 461,948 428,100
Other policyholders' funds and liabilities 26,316 18,521
Deferred taxes 21,653 11,256
-------------------
Total liabilities 655,041 619,252
Stockholder's equity 93,687 87,533
-------------------
Total liabilities and
stockholder's equity $ 748,728 706,785
===================
A summarized consolidated income statement for Oxford is presented below:
Quarter ended March 31,
-----------------------
1999 1998
-----------------------
(in thousands)
Premiums $ 25,112 16,018
Net investment income 5,514 4,395
------------------
Total revenue 30,626 20,413
Benefits and losses 15,424 11,124
Amortization of deferred
policy acquisition costs 3,340 2,810
Other expenses 8,002 2,698
------------------
Total expenses 26,766 16,632
Income from operations 3,860 3,781
Federal income tax expense (1,261) (1,262)
------------------
Net income $ 2,599 2,519
==================
In December 1998, North American Fire & Casualty Insurance Company was sold
to Republic.
14
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
4. ACCUMULATED OTHER COMPREHENSIVE INCOME
A summary of accumulated comprehensive income components follows:
Unrealized Fair market Accumulated
Foreign gain (loss) value of other
currency on cash flow comprehensive
translation investments hedge income
----------------------------------------------------
(in thousands)
Balance at March 31, 1999 $ (25,411) 11,302 (3,631) (17,740)
Foreign currency
translation (363) - - (363)
Fair market value of
cash flow hedge,
net of taxes of $525 - - 975 975
Unrealized loss
on investments,
net of taxes of $2,298 - (4,452) - (4,452)
------- ------ ------ -------
Balance at June 30, 1999 $ (25,774) 6,850 (2,656) (21,580)
======= ====== ====== =======
Balance at March 31, 1998 $ (18,675) 9,291 - (9,384)
Foreign currency
translation (2,507) - - (2,507)
Unrealized loss
on investments,
net of taxes of $570 - (982) - (982)
------- ------ ------ -------
Balance at June 30, 1998 $ (21,182) 8,309 - (12,873)
======= ====== ====== =======
5. CONTINGENT LIABILITIES AND COMMITMENTS
During the quarter ended June 30, 1999, a subsidiary of U-Haul entered into
four transactions and has subsequently entered into three additional
transactions, whereby AMERCO sold rental trucks and subsequently leased back.
AMERCO has guaranteed $5,599,000 of residual values at June 30, 1999 and an
additional $4,820,000 subsequent to June 30, 1999 for these assets at the end of
the respective lease terms. Following are the lease commitments for the leases
executed during the quarter ended June 30, 1999, and subsequently which have a
term of more than one year (in thousands):
Net activity
Year ended Lease subsequent to
March 31, Commitments period end Total
---------------------------------------------------------
2000 $ 3,243 2,400 5,643
2001 4,174 3,429 7,603
2002 4,174 3,429 7,603
2003 4,174 3,429 7,603
2004 4,174 3,429 7,603
Thereafter 9,278 7,889 17,167
------------------------------------
$ 29,217 24,005 53,222
====================================
In the normal course of business, AMERCO is a defendant in a number of
suits and claims. AMERCO is also a party to several administrative proceedings
arising from state and local provisions that regulate the removal and/or clean-
up of underground fuel storage tanks. It is the opinion of management that
none of such suits, claims or proceedings involving AMERCO, individually or in
the aggregate are expected to result in a material loss.
15
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
6. LEGAL PROCEEDINGS
As disclosed in AMERCO's Form 10-K for the year ended March 31, 1999, Paul
F. Shoen, a major stockholder and former director of AMERCO, 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, for reimbursement of
expenses pursuant to his indemnification agreement with AMERCO. By agreement of
the parties, the case was referred to an independent counsel for resolution on
January 29, 1999. The independent counsel awarded Mr. Shoen $810,000 of the
$1.2 million that he sought. On or about June 1, 1999, the determination of the
independent counsel became final and AMERCO agreed to pay Mr. Shoen such amount,
plus accrued interest and expenses. Mr. Shoen was paid $1,012,521 on July 30,
1999.
7. SUPPLEMENTAL CASH FLOWS INFORMATION
The (increase) decrease in receivables, inventories and accounts payable
and accrued liabilities net of other operating and investing activities follows:
Quarters ended June 30,
------------------------------
1999 1998
------------------------------
(in thousands)
Receivables $ (21,627) (24,243)
=============================
Inventories $ 6,707 (3,599)
=============================
Accounts payable and
accrued liabilities $ (7,752) (30,210)
=============================
Income taxes paid in cash amounted to $154,000 for the quarter ended June
30, 1999. There were no income taxes paid in cash for the quarter ended June
30, 1998.
Interest paid in cash amounted to $15,094,000 and $20,282,000 for the
quarters ended June 30, 1999 and 1998, respectively.
16
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
8. EARNINGS PER SHARE
The following table reflects the calculation of the earnings per share:
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------ ------
(in thousands, except
share and per share data)
Quarter ended June 30, 1999:
Earnings from operations $ 42,307
Less dividends on Series A and Series B preferred shares 3,392
----------
Basic earnings per common share 38,915 21,953,199 $1.77
Effect of dilutive securities - Series B preferred shares 151 1,000,000
---------- ----------
Diluted earnings per common share 39,066 22,953,199 $1.70
Quarter ended June 30, 1998:
Earnings from operations $ 31,230
Less dividends on Series A and Series B preferred shares 4,744
----------
Basic and diluted earnings per common share 26,486 21,924,749 $1.21
9. RELATED PARTIES
During the quarter ended June 30, 1999, a subsidiary of U-Haul held various
senior and junior notes with SAC Holding Corporation and its subsidiaries (SAC
Holdings). The voting common stock of SAC Holdings is held by Mark V. Shoen, a
major stockholder of AMERCO.
U-Haul's subsidiary received interest payments of $2,902,000 and $1,794,000
from SAC Holdings during the quarter ended June 30, 1999 and 1998, respectively.
U-Haul currently manages the properties owned by SAC Holdings pursuant to a
management agreement, under which U-Haul receives a management fee equal to 6%
of the gross receipts from the properties. Management fees of $1,035,000 and
$520,000 were received during the quarter ended June 30, 1999 and 1998,
respectively. The management fee percentage is consistent with the fees
received by U-Haul for other properties managed by U-Haul.
During the quarter ended June 30, 1999, a subsidiary of AMERCO funded
through a note receivable the purchase of properties and construction costs
for SAC Holdings of approximately $11,511,000.
In December 1998, U-Haul and Real Estate completed the sale of twenty-six
storage properties to Six SAC Self-Storage Corporation, a subsidiary of SAC
Holding Corporation, for $99,685,000. Real Estate received cash and notes from
the sale. The gain was reflected in the Consolidated Statement of Changes in
Stockholders' Equity at March 31, 1999.
17
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
10. NEW ACCOUNTING STANDARDS
During fiscal year 1999, AMERCO implemented Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities". As of June 30, 1999, AMERCO recorded an after tax
adjustment of $975,000 to accumulated other comprehensive income recognizing
the fair value of derivatives designated as cash flow hedges. AMERCO uses
interest rate swap agreements to potentially mitigate the impact of changes in
interest rates on its variable rate debt. For the quarter ended June 30, 1999,
AMERCO recognized $8,000 as interest expense, representing the ineffectiveness
of the cash flow hedging activity.
Other pronouncements issued by the Financial Standards Board with future
effective dates are either not applicable or not material to the consolidated
financial statements of AMERCO.
11. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA
Industry Segment Data - AMERCO has four industry segments represented by
Moving and Storage Operations (U-Haul), Real Estate, Property and Casualty
Insurance (Republic) and Life Insurance (Oxford).
Information concerning operations by industry segment follows:
Moving Property/ Adjustments
and Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated
----------------------------------------------------------------------
(in thousands)
Quarter ended June 30, 1999
---------------------------
Revenues:
Outside $ 366,711 2,957 39,422 30,320 - 439,410
Intersegment - 17,610 2,523 306 (20,439) -
--------- -------- ------- ------- --------- ---------
Total revenue $ 366,711 20,567 41,945 30,626 (20,439) 439,410
Depreciation/
amortization $ 19,144 2,475 3,359 4,569 - 29,547
Interest expense $ 20,198 10,238 - - (10,238) 20,198
Pretax earnings $ 51,735 7,778 1,991 3,680 - 65,364
Income tax $ 18,447 2,722 627 1,261 - 23,057
Identifiable
assets $1,423,617 703,393 621,570 748,728 (335,412) 3,161,896
18
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
11. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Moving Property/ Adjustments
and Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated
-------------------------------------------------------------------------
(in thousands)
Quarter ended June 30, 1998
---------------------------
Revenues:
Outside $ 340,471 1,447 31,699 20,127 - 393,744
Intersegment - 18,058 29 286 (18,373) -
---------------------------------------------------------------------
Total revenue $ 340,471 19,505 31,728 20,413 (18,373) 393,744
Depreciation/
amortization $ 14,521 3,234 2,024 3,273 - 23,052
Interest expense $ 18,651 10,056 - - (10,056) 18,651
Pretax earnings $ 36,905 4,463 2,223 3,781 - 47,372
Income tax $ 12,695 1,560 625 1,262 - 16,142
Identifiable
assets $1,298,864 659,477 654,074 706,785 (336,370) 2,982,830
Geographic Area Data - United States Canada Consolidated
----------------------------------------
(All amounts are in U.S. $'s) (in thousands)
Quarter ended June 30, 1999
---------------------------
Total revenues $ 430,125 9,285 439,410
Depreciation/amortization $ 28,752 795 29,547
Interest expense $ 20,190 8 20,198
Income tax $ 23,057 - 23,057
Identifiable assets $ 3,117,181 44,715 3,161,896
Quarter ended June 30, 1998
---------------------------
Total revenues $ 385,047 8,697 393,744
Depreciation/amortization $ 22,112 940 23,052
Interest expense $ 18,645 6 18,651
Income tax $ 16,142 - 16,142
Identifiable assets $ 2,930,942 51,888 2,982,830
12. SUBSEQUENT EVENTS
On July 15, 1999, AMERCO repurchased the outstanding 25,000 shares of
Series B preferred stock for $25,213,000, including a dividend of $213,000
($8.54 per preferred share).
On August 3, 1999, AMERCO declared a cash dividend of $3,241,000 ($0.53125
per preferred share) to the Series A preferred stockholders of record as of
August 13, 1999.
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Additional written or
oral forward-looking statements may be made by AMERCO from time to time in
filings with the Securities and Exchange Commission or otherwise. 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 may include, but not be limited to, projections of
revenues, income or loss, estimates of capital expenditures, plans for future
operations, products or services and financing needs or plans, as well as
assumptions relating to the foregoing. The words "believe", "expect",
"anticipate", "estimate", "project" and similar expressions identify forward-
looking statements, which speak only as of the date the statement was made.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from those set forth in, contemplated by or
underlying the forward-looking statements. The following disclosures, as well
as other statements in AMERCO's report and in the Notes to AMERCO's Consolidated
Financial Statements, describe factors, among others, that could contribute to
or cause such differences, or that could affect AMERCO's stock price.
GENERAL
Information on industry segments is incorporated by reference from "Item 1.
Financial Statements - Notes 1, 3 and 11 of Notes to Consolidated Financial
Statements". The notes discuss the principles of consolidation, summarized
consolidated financial information and industry segment and geographical area
data, respectively. In consolidation, all intersegment premiums are eliminated
and the benefits, losses and expenses are retained by the insurance companies.
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1999 VERSUS QUARTER ENDED JUNE 30, 1998
Moving and Storage Operations
U-Haul revenues consist of (i) total rental revenue and (ii) net sales.
Total rental revenue increased by $24.1 million, approximately 8.6%, to $305.0
million in the quarter ended June 30, 1999. Net revenues from the rental
of moving related equipment grew by $23.1 million primarily due to an increase
in truck rental revenue. The growth in truck rental revenue primarily reflects
improved utilization and an increase in the average revenue per one-way
transaction.
Net sales revenues were $57.6 million in the quarter ended June 30, 1999,
which represents an increase of approximately 2.3% as compared to the quarter
ended June 30, 1998, net sales of $56.3 million. A 5.3% increase in revenue
from the sale of moving support items (i.e. boxes, etc.) led to the improvement
during the quarter.
Cost of sales was $31.4 million in the quarter ended June 30, 1999,
which represents a decrease of 4.0% from $32.7 million for the same period of
the prior year. A reduction in the amount of repair performed for independent
fleetowners was primarily responsible for the decline.
Operating expenses increased to $224.2 million in the quarter ended
June 30, 1999 from $219.4 million in the quarter ended June 30, 1998,
an increase of 2.2%. Increased expenditure levels for rental equipment
maintenance and personnel due to an increase in fleet size and transaction
levels, combined with higher lease expense reflecting increased leasing
activity, were primarily responsible.
Lease expense for the quarter ended June 30, 1999 was $31.2 million
and was $26.9 million in the quarter ended June 30, 1998. Increased
leases on rental equipment is the primary cause for the $4.3 million change.
Depreciation, net for the quarter ended June 30, 1999 was $16.7 million,
as compared to $14.1 million in the same period of the prior year. The increase
is primarily associated with increased depreciation on the expanding rental
fleet.
20
Real Estate Operations
Rental revenue before intercompany eliminations was $18.2 million in the
quarter ended June 30, 1999, compared to $18.6 million in the quarter ended
June 30, 1998. Intercompany revenue was $17.6 million as compared to $18.1
million in the prior year's first quarter.
Net investment and interest income was $2.4 million in the quarter ended
June 30, 1999 as compared to $0.6 million in the prior period. This increase
correlates to a significant increase in average note and mortgage receivables
outstanding.
Operating expenses were $0.5 million in the quarter ended June 30, 1999
versus $1.5 million in the quarter ended June 30, 1998. Reduced building
maintenance expense accounted for the majority of the decline from the prior
year.
Depreciation expense for the quarter ended June 30, 1999 was $2.1 million,
as compared to $3.5 million in the same period of the prior year. The decrease
primarily reflects a $0.7 million increase in gains from the disposition of
property.
Property and Casualty
Republic's gross premium writings for the quarter ended March 31, 1999 and
1998 were $33.8 million and $22.7 million, respectively. The premium increase
resulted from the U-Haul Liability programs in the rental industry, which
increased to $14.4 million from $5.7 million, respectively. General agency
premiums of $4.0 million for 1999 increased from $1.6 million in 1998 due to the
cancellation of a general agency agreement, a portion of which is now being
written through another agent. Republic's direct multiple peril coverage
increased to $5.4 million at March 31, 1999 compared to $4.9 million for 1998.
Assumed treaty reinsurance decreased to $9.9 million for the quarter ended March
31, 1999 as compared to $10.5 million at March 31, 1998 due to a decrease in
premium writings and unearned premium reserves.
Net investment income was $8.2 million for the quarter ended March 31, 1999
and $9.0 million for 1998. The decrease resulted from a decrease in invested
assets and a lower yield on reinvested funds.
Benefits and losses incurred were $28.3 million and $20.0 million for
the quarters ended March 31, 1999 and 1998, respectively. The increase is due
to increased claim payments and an increase in the liability for unpaid reported
claims on U-Haul's Business Auto/General Liability program. Republic's claims
department has created a plan of action targeting older reserves on both
litigated and non-litigated claims to close out these outstanding reserves.
This increase was slightly offset by a decrease in MacCready & Gutmann's
liability for unpaid unreported claims.
Deferred acquisition costs (DAC) consists of commissions and other costs,
which vary with and are primarily related to the production of new business.
The prior year end commissions, and other related expenses, are amortized over
the following year. The amortization expenses for the quarters ended March 31,
1999 and 1998 consisted of $3.2 million and $1.8 million, respectively. The
increase is due to assumed reinsurance, which increased to $1.1 million from
1998 and relates to an increase in unearned premiums.
Operating expenses were $8.5 million and $7.7 million for the quarters
ended March 31, 1999 and 1998, respectively. Commissions consisted of $4.1
million at March 31, 1999, compared to $4.4 million at March 31, 1998. The
commission decrease is mainly due to assumed treaty reinsurance. Lease expenses
increased to $0.4 million for 1999 as compared to $0.2 million for 1998.
All other underwriting expenses consisted of $4.0 million and $3.1 million
for 1999 and 1998, respectively. This increase results primarily from increased
expenses in the claims organization. During 1998, 94 positions were added in
home and field office locations and two offices were opened, in Texas and Iowa.
The positions added were staff, as well as, Director and Manager levels. The
hiring of six new Field Office Managers and three new Home Office Directors
brought a combined 200 years of claims, management and leadership experience to
Republic. Benefits from these additions include a reduction in average file age
from 600+ days to nearly 100 days for non-litigated files; a reduction in
lawsuits by 35%; a 70% reduction in customer complaints and a decrease in
Department of Insurance complaints by 50%. In addition, loss and loss
adjustment expenses are down 20% and 30%, respectively, since 1997.
Republic completed the quarters ended March 31, 1999 and 1998 with
operating profit before tax and intercompany elimination of $2.0 million and
$2.2 million, respectively. This represents a decrease in 1999 of $0.2 million
over 1998 and resulted mainly from increased underwriting expenses.
21
Life Insurance
Net premiums were $25.1 million for the quarter ended March 31, 1999 and
$16.0 million for 1998. During 1999, Oxford realized premium increases from
1998 and 1997 in the areas of Medicare supplement, credit life and disability,
and single premium whole life insurance products. Oxford increased Medicare
supplement premium through the reinsurance of a block of policies and by adding
direct premium through new programs; these increased premiums by $2.6 million.
Credit life and disability premiums grew $5.0 million from increased marketing
efforts. Both Oxford's recently acquired companies heavily market credit life
and disability insurance. Oxford began marketing a new single premium whole
life policy in 1998; this product accounted for $1.5 million of new premiums.
Net investment income before intercompany eliminations was $5.5 million for
the quarter ended March 31, 1999 and $4.4 million for 1998. This increase is
due to the increase in the average invested assets for the year, which was the
result of new premium in 1999 and the increased asset base from the acquisition
of North American Insurance Company and Safe Mate Life Insurance Company.
Benefits incurred were $15.4 million and $11.1 million and for the quarters
ended March 31, 1999 and 1998, respectively. This increase is primarily due to
Medicare supplement benefits incurred. These benefits are related to the new
business recorded in 1998. The new Medicare supplement reinsurance accounted
for $3.8 million of the increase.
Amortization of DAC was $3.3 million and $2.8 million for the quarters
ended March 31, 1999 and 1998, respectively. Typically, Oxford defers
commissions and other policy acquisition costs on single premium business.
These costs are amortized as the premium is earned over the term of the policy.
Oxford continues to increase its single premium credit business in force, thus
increasing both the deferred costs on the balance sheet and the subsequent
amortization.
Operating expenses were $8.0 million and $2.7 million for the quarters
ending March 31, 1999 and 1998, respectively. A key component of operating
expenses is the amortization of acquisition costs resulting from the purchase of
NAI. This amounts to $1.3 million in 1999. Commissions have increased $3.0
million in 1999 in proportion to the increase in new premiums. Operating
expenses, still within budgeted expectations, have increased in 1999 due to the
expansion of business volume.
Operating profit before tax and intercompany eliminations was $3.9 million
and $3.8 million for the quarters ending March 31, 1999 and 1998, respectively.
The increase over prior year is primarily due to higher revenue.
Interest Expense
Interest expense was $20.2 million for the quarter ended June 30, 1999, as
compared to $18.7 million for the quarter ended June 30, 1998. The increase can
be attributed to an increase in average debt outstandings and a modest increase
in the average cost of debt.
Consolidated Group
As a result of the foregoing, pretax earnings of $65.4 million were
realized in the quarter ended June 30, 1999, as compared to $47.4 million for
the same period in 1998. After providing for income taxes, net earnings for the
quarter ended June 30, 1999 were $42.3 million, as compared to $31.2 million for
the same period of the prior year.
22
QUARTERLY RESULTS
The following table presents unaudited quarterly results for the nine
quarters in the period beginning April 1, 1997 and ending June 30, 1999. AMERCO
believes that all necessary adjustments have been included in the amounts stated
below to present fairly, and in accordance with generally accepted accounting
principles. U-Haul moving and storage operations are seasonal and
proportionally more of AMERCO'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.
Quarter Ended
---------------
Jun 30
1999
----------------
(in thousands, except share
and per share data)
Total revenues $ 439,410
Net earnings 42,307
Weighted average common
shares outstanding
Basic 21,953,199
Diluted 22,953,199
Net earnings
per common share (1)
Basic 1.77
Diluted 1.70
Quarter Ended
----------------------------------------------
Jun 30 Sep 30 Dec 31 Mar 31
1998 1998 1998 1999
----------------------------------------------
(in thousands, except share and per share data)
Total revenues $ 393,744 444,233 373,119 343,683
Net earnings (loss) 31,230 42,171 2,478 (13,370)
Weighted average common
shares outstanding 21,924,749 21,935,854 21,942,190 21,947,951
Net earnings (loss) per
common share (both basic
and diluted) (1) $ 1.21 1.71 (0.07) (0.78)
Quarter Ended
----------------------------------------------
Jun 30 Sep 30 Dec 31 Mar 31
1997 1997 1997 1998
----------------------------------------------
(in thousands, except share and per share data)
Total revenues $ 371,180 416,374 323,598 314,104
Earnings (loss) from operations
before extraordinary loss
on early extinguishment
of debt (2) (3) (4) (5) 29,198 39,032 (5,390) (14,184)
Net earnings (loss) (3)
(4) (5) 29,198 34,894 (15,236) (13,872)
Weighted average common
shares outstanding 21,879,156 21,890,072 21,901,521 21,913,654
Earnings (loss) from operations
before extraordinary loss
on early extinguishment
of debt per common share
(2) (3) (4) (5) (6) 1.09 1.54 (0.49) (0.85)
Net earnings (loss) per
common share (both basic
and diluted) (1) (2) (3)
(4) (5) (6) 1.09 1.35 (0.94) (0.84)
23
_______________
(1) Net earnings (loss) per common share amounts were computed after giving
effect to the dividends on AMERCO's Preferred Stock.
(2) Reflects the adoption of Statement of Position 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use" during
the fourth quarter of fiscal year 1998.
(3) Reflects the change in estimated residual values during the fourth quarter
of fiscal year 1998.
(4) During the second quarter of fiscal year 1998, AMERCO extinguished $76.0
million of 10.27% interest-bearing notes originally due in fiscal year 1999
through fiscal year 2002. This resulted in an extraordinary loss of $4.0
million, net of tax of $2.4 million ($0.18 per share).
(5) During the third quarter of fiscal year 1998, AMERCO extinguished $255.0
million of 6.43% to 8.13% interest-bearing notes originally due in fiscal
year 1999 through fiscal year 2010. This resulted in an extraordinary loss
of $9.7 million, net of tax of $5.6 million ($0.44 per share).
(6) Reflects the redemption of $50 million and $25 million of Series B preferred
stock in fiscal years 1999 and 1998, respectively.
24
LIQUIDITY AND CAPITAL RESOURCES
Moving and Storage Operations
To meet the needs of its customers, U-Haul must maintain a large inventory
of fixed asset rental items. At June 30, 1999, net property, plant, and
equipment represented approximately 71.3% of total U-Haul assets. In the
quarter ended June 30, 1999, capital expenditures were $107.1 million, as
compared to $95.3 million in the quarter ended June 30, 1998. These
expenditures primarily reflect rental truck acquisitions. The capital required
for these acquisitions was obtained through internally generated funds from
operations, debt and lease financings.
Cash flow from operations was $74.1 million in the quarter ended
June 30, 1999, as compared to $53.6 million in the quarter ended June 30, 1998.
The increase reflects the growth in net earnings and higher depreciation and
amortization.
At June 30, 1999, total outstanding notes and loans payable was $1,138.8
million as compared to $1,114.8 million at March 31, 1999, and $1,062.5 million
at June 30, 1998.
During each of the fiscal years ending March 31, 2000, 2001 and 2002,
U-Haul expects gross capital expenditures will average approximately $325
million primarily reflecting rental fleet rotation. This level of capital
expenditures, combined with an average of approximately $50-90 million in
annual long-term debt maturities during this same period, are expected to
create annual average funding needs of approximately $375-415 million.
Management expects that U-Haul will fund almost all of these requirements
with internally generated funds, including proceeds from the disposition of
older trucks and other asset sales.
Real Estate Operations
Cash provided by operating activities was $0.4 million in the quarter
ended June 30, 1999 as compared to $1.8 million during the first quarter of the
prior year. The increase in gains from property dispositions and changes in
other assets and liabilities were responsible for the decline.
Property and Casualty
Cash flows provided (used) by operating activities were $(3.8) million and
$(13.1) million for the quarters ended March 31, 1999 and 1998, respectively.
The change resulted mainly from decreases due from affiliates, accounts
receivable, paid losses recoverable and the change in loss and loss expense
reserve, which were offset by decreases in other liabilities and the change in
unearned premium reserves compared to 1998.
Republic's cash and cash equivalents and short-term investment portfolio
were $7.0 million and $5.3 million at March 31, 1999 and 1998, respectively.
This increase resulted from the timing difference of maturities/calls being
reinvested. This level of liquid assets, combined with budgeted cash flow, is
adequate to meet periodic needs. Capital and operating budgets allow Republic
to schedule cash needs in accordance with investment and underwriting proceeds.
Republic maintains a diversified securities investment portfolio, primarily
in bonds, at varying maturity levels with 95.1% of the fixed-income securities
consisting of investment grade securities. The maturity distribution is
designed to provide sufficient liquidity to meet future cash needs. Current
liquidity remains strong with current invested assets equal to 106.9% of total
liabilities.
The liability for reported and unreported losses are based upon company
historical and industry averages. Unpaid loss adjustment expenses are based on
historical ratios of loss adjustment expenses paid to losses paid. Unpaid loss
and loss expenses are not discounted.
Stockholder's equity increased $14.1 million from $196.8 million at March
31, 1998 to $210.9 million at March 31, 1999. Republic considers current
stockholder's equity to be adequate to support future growth and absorb
unforeseen risk events. Republic does not use debt or equity issues to increase
capital and therefore has no exposure to capital market conditions.
Life Insurance
Oxford's primary sources of cash are premiums, receipts from interest-
sensitive products, and investment income. The primary uses of cash are
operating costs and benefit payments to policyholders. Matching the investment
portfolio to the cash flow demands of the types of insurance being written is an
important consideration. Benefit and claim statistics are continually monitored
to provide projections of future cash requirements.
25
Cash flows provided (used) by operating activities were $(1.2) million and
$3.7 million for the quarters ended March 31, 1999 and 1998, respectively. The
decrease in cash flows from operating activities in 1999 relates to the costs
associated with new single premium writings combined with increases in premiums
due to Oxford but not yet collected. In 1999, cash flows provided by financing
activities were approximately $5.4 million. During 1998, cash flows provided by
financing activities were $2.8 million. Cash flows from deferred annuity sales
increase investment contract deposits, which are a component of financing
activities, as well as the purchase of fixed maturities, which are a component
of investing activities. The increase in cash flows provided by financing
activities is due to a higher volume of deferred annuity sales in the first
quarter of 1999 compared to the first quarter of 1998.
In addition to cash flows from operating and financing activities, a
substantial amount of liquid funds is available through Oxford's short-term
portfolio. At March 31, 1999 and 1998, short-term investments were $77.2
million and $21.8 million, respectively. Management believes that the overall
sources of liquidity will continue to meet foreseeable cash needs.
Stockholder's equity of Oxford increased to $93.7 million in 1999 from
$87.5 million in March of 1998. Oxford did not pay dividends to its parent in
1999 or 1998.
Applicable laws and regulations of the State of Arizona require AMERCO's
insurance subsidiaries to maintain minimum capital and surplus determined in
accordance with statutory accounting practices. With respect to Oxford, the
amount is $450,000. 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 $.7 million at March 31, 1999. These restrictions are
not expected to have a material adverse effect on the ability of AMERCO to meet
its cash obligation.
Consolidated Group
During each of the fiscal years ending March 31, 1999, 2000 and 2001, U-
Haul estimates gross capital expenditures will average approximately $325
million primarily reflecting rental fleet rotation. This level of capital
expenditures, combined with an average of approximately $30-$115 million in
annual long-term debt maturities during this same period, are expected to create
annual average funding needs of approximately $355-$440 million. Management
estimates that U-Haul will fund 100% of these requirements with internally
generated funds, including proceeds from the disposition of older trucks and
other asset sales.
Credit Agreements
AMERCO's operations are funded by various credit and financing
arrangements, including unsecured long-term borrowings, unsecured medium-term
notes, and revolving lines of credit with domestic and foreign banks.
Principally to finance its fleet of trucks and trailers, AMERCO routinely enters
into sale and leaseback transactions. During April 1999, AMERCO issued
$150 million of 7.20% Senior Notes due 2002 to repay floating indebtedness
outstanding under the revolving credit agreement. As of June 30, 1999, AMERCO
had $1,138.8 million in total notes and loans payable outstanding and unutilized
lines of credit of approximately $204.0 million.
Certain of AMERCO's credit agreements contain restrictive financial and
other covenants, including, among others, covenants with respect to incurring
additional indebtedness, maintaining certain financial ratios, and placing
certain additional liens on its properties and assets. At June 30, 1999, AMERCO
was in compliance with these covenants.
AMERCO is further restricted in the issuance of certain types of preferred
stock. AMERCO is prohibited from issuing shares of preferred stock that provide
for any mandatory redemption, sinking fund payment, or mandatory prepayment, or
that allow the holders thereof to require AMERCO or any subsidiary of AMERCO to
repurchase such preferred stock at the option of such holders or upon the
occurrence of any event or events without the consent of its lenders.
Year 2000 Disclosure
AMERCO is and has been working since 1997 to identify and complete the
changes necessary to its existing computerized business systems to make these
systems compliant for Year 2000 processing. The Year 2000 processing problem is
caused by currently installed computer systems and software products, including
several used by AMERCO, being coded to accept only the last two digit entries in
the date code field instead of four digits to indicate the year. Such programs
may interpret the year 2000 to mean 1900 instead, producing erroneous
information or date-related computer failures.
26
AMERCO's date reliance functions related to the Year 2000 and beyond, such
as rental transaction processing and financial systems, may be adversely
affected unless these computer systems are or become Year 2000 compliant on a
timely basis. Replacing, upgrading or modifying key financial systems has been
on-going in the normal course of business. AMERCO is utilizing both internal
and external resources to identify, correct, reprogram and test its systems for
Year 2000 compliance. In particular, AMERCO has an outside consulting firm on-
site currently making the Year 2000 compliance related modifications to existing
systems. The assessment phase is complete for information technology. AMERCO's
internal information technology conversion phase is underway, with the testing
phase going on at the same time.
AMERCO is also in the process of assessing its non-information technology
items for Year 2000 compliance, such as rental vehicles and storage facilities
security systems.
AMERCO is communicating with its major business partners to determine the
efforts being made on their part for compliance. Critical vendors with
electronic data interchange are currently being tested. Testing has been
satisfactorily completed with major banking partners and credit card processors.
Testing is expected to continue through the end of the second quarter of fiscal
year 2000 with other business partners. There can be no assurance AMERCO will
not be adversely affected by the failure of others to become Year 2000
compliant. For example, AMERCO may be affected by, among other things, the
failure of inventory suppliers, credit card processors, security companies or
other vendors and service providers to become Year 2000 compliant.
AMERCO expects all of its critical systems to be Year 2000 compliant by the
fall of calendar year 1999. AMERCO started with an initial budget of $2.0
million; as the conversion process continued. This amount was increased to $2.8
million. Through June 30, 1999, $2.2 million has been incurred for Year 2000
related work. AMERCO is accelerating the replacement of its payroll system due
to year 2000 non-compliance at an estimated cost of $0.3 million to be incurred
starting in September 1999. AMERCO has not deferred any major computer
programming or update projects due to Year 2000 efforts. Although AMERCO
believes it will achieve compliance on a timely basis, no assurance can be given
that AMERCO's computer systems will be Year 2000 compliant by the thrid quarter
of fiscal year 2000 or otherwise in a timely manner or that AMERCO will not
incur significant additional costs pursuing Year 2000 compliance. If the
appropriate modifications are not made, or are not timely, the Year 2000 problem
may have a material adverse effect on AMERCO.
AMERCO considers its most likely worst case scenario to be if a business
partner is not Year 2000 compliant. AMERCO is in the process of developing and
refining contingency plans to be used if a business partner is not Year 2000
compliant. The contingency plan will include manual processing of rental
transactions; manual preparation of payments to employees, vendors and
claimants; manual licensing of equipment; manual preparation of financial
statements and the movement of funds. The contingency plans have been
formulated, with refinement continuing until the year 2000.
Despite AMERCO's efforts to date, there can be no assurance that the Year
2000 problem will not have a material adverse effect on AMERCO in the future.
27
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to Part II, item 7A, Quantitative and Qualitative
Disclosures About Market Risk, in AMERCO's Annual Report on Form 10-K for
the fiscal year ended March 31, 1999.
28
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As disclosed in AMERCO's Form 10-K for the year ended March 31, 1999, Paul
F. Shoen, a major stockholder and former director of AMERCO, 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, for reimbursement of
expenses pursuant to his indemnification agreement with AMERCO. By agreement of
the parties, the case was referred to an independent counsel for resolution on
January 29, 1999. The independent counsel awarded Mr. Shoen $810,000 of the
$1.2 million that he sought. On or about June 1, 1999, the determination of the
independent counsel became final and AMERCO agreed to pay Mr. Shoen such amount,
plus accrued interest and expenses. Mr. Shoen was paid $1,012,521 on July 30,
1999.
29
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits
Exhibit No. Description
----------- -----------
3.1 Restated Articles of Incorporation (1)
3.2 Restated By-Laws of AMERCO as of August 27, 1997 (2)
27 Financial Data Schedule
b. Reports on Form 8-K.
No report on Form 8-K was filed during the quarter ended
June 30, 1999.
_____________________________________
(1) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1992, file no. 0-7862.
(2) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1997, file no. 0-7862.
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERCO
___________________________________
(Registrant)
Dated: August 10, 1999 By: /S/ GARY B. HORTON
___________________________________
Gary B. Horton, Treasurer
(Principal Financial Officer)