Page 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 1997
Commission File Number 1-2964
__________________
TRANSAMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-0932740
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Montgomery Street
San Francisco, California 94111
(Address of principal executive offices)
(Zip Code)
(415) 983-4000
(Registrant's telephone number, including area code)
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
Number of shares of Common Stock, $1 par value, outstanding as of close
of business on April 30, 1997: 66,397,357 shares, after deducting 13,341,105
shares in treasury.
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TRANSAMERICA CORPORATION
FORM 10-Q
Part I. Financial Information
Item 1. Financial Statements.
The following unaudited consolidated financial statements of Transamerica
Corporation and Subsidiaries, for the periods ended March 31, 1997 and 1996,
and the balance sheet as of December 31, 1996 do not include complete
financial information and should be read in conjunction with the Consolidated
Financial Statements filed with the Commission in Transamerica's Annual Report
on Form 10-K for the year ended December 31, 1996. The financial information
presented in the financial statements included in this report reflects all
adjustments, consisting only of normal recurring accruals, which are, in the
opinion of management, necessary for a fair statement of results for the
interim periods presented. Results for the interim periods are not
necessarily indicative of the results for the entire year for most of the
Corporation's businesses.
On March 13, 1997, Transamerica announced that it intends to sell
substantially all of its consumer lending operation as part of our strategy to
redeploy our capital while moving ahead with a plan to build a new,
centralized real estate secured lending operation. As of March 31, 1997 the
assets offered for sale include approximately $3.4 billion of gross
receivables, principally real estate secured loans, a network of approximately
420 branch offices, investment securities of $132.6 million at fair value and
other assets, including intangibles, of $244.7 million. In addition, another
$351.2 million of real estate secured loans, non real estate secured loans and
foreclosed properties will be sold or liquidated separately. This amount
includes approximately $279.8 million, at March 31, 1997, remaining from the
$1.1 billion segregated in the plan announced in 1996. This plan was to
accelerate efforts to reduce the consumer lending operation's exposure to non
real estate consumer loans by further curtailing production of these loans,
liquidating most of the non real estate loan portfolio and intensifying
collection efforts. Net proceeds from the sales will be used to reduce debt,
purchase Transamerica common stock, fund the new centralized operations and
for other corporate purposes.
* * * * * * *
Primary earnings per share are calculated by dividing income available to
common stockholders by the average number of common shares outstanding during
the period. Earnings available to common stockholders are computed by
deducting preferred dividends and preferred stock redemption costs from net
income. The computation of fully diluted earnings per share is based upon the
weighted average number of common shares outstanding during the period plus
the dilutive effect of common shares contingently issuable from the exercise
of stock options, using the treasury stock method.
For years and quarters ending after December 15, 1997 Transamerica will
report its earnings per share in accordance with the Financial Accounting
Standards Board's Statement No. 128 - Earnings Per Share. See Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, for pro forma disclosure of our earnings per share computed in
accordance with this standard.
Page 3
The consolidated ratios of earnings to fixed charges were computed by
dividing income before fixed charges and income taxes by the fixed charges.
Fixed charges consist of interest, debt and minority interest expense and
one-third of rent expense, which approximates the interest factor.
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TRANSAMERICA CORPORATION AND SUBSIDIARIES
_________________
CONSOLIDATED BALANCE SHEET
Assets
March 31, December 31,
1997 1996
Investments, principally of life
insurance subsidiaries:
Fixed maturities $26,635.9 $26,985.9
Equity securities 1,106.7 1,046.0
Mortgage loans and real estate 752.8 745.5
Loans to life insurance policyholders 446.9 442.6
Short-term investments 214.6 165.2
_________ _________
29,156.9 29,385.2
Finance receivables 4,885.2 8,697.9
Less unearned fees ($298 in 1997 and
$437.6 in 1996) and allowance for
losses 391.5 794.1
_________ _________
4,493.7 7,903.8
Cash and cash equivalents 213.0 471.8
Trade and other accounts receivable 2,174.7 1,933.9
Property and equipment, less accumulated
depreciation of $1,351.2 in 1997 and
$1,309.9 in 1996:
Land, buildings and equipment 393.4 436.8
Equipment held for lease 3,048.3 3,118.5
Deferred policy acquisition costs 2,287.4 2,138.2
Separate account assets 3,607.5 3,527.9
Goodwill, less accumulated amortization of
$146.6 in 1997 and $143.9 in 1996 364.8 389.3
Assets held for sale, net of valuation
allowance 3,829.0 86.5
Other assets 437.2 483.0
_________ _________
$50,005.9 $49,874.9
========= =========
(Amounts in millions)
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TRANSAMERICA CORPORATION AND SUBSIDIARIES
_________________
CONSOLIDATED BALANCE SHEET (Continued)
Liabilities and Stockholders' Equity
March 31, December 31,
1997 1996
Life insurance policy liabilities $28,961.0 $28,542.8
Notes and loans payable, principally of
finance subsidiaries, of which $1,609.4
in 1997 and $1,241.3 in 1996 matures
within one year 10,277.4 10,328.3
Accounts payable and other liabilities 2,196.8 1,899.0
Income taxes 867.7 911.3
Separate account liabilities 3,607.5 3,527.9
Minority interest in preferred securities
of affiliates 525.0 525.0
Stockholder's equity:
Preferred Stock ($100 par value):
Authorized--1,200,000 shares; issuable
in series, cumulative
Outstanding--Dutch Auction Rate Trans-
ferable Securities, 2,250 shares in
1996, at liquidation preference of
$100,000 per share 225.0
Outstanding--Series D, 180,091 shares
in 1996, at liquidation preference of
$500 per share, cumulative dividend
rate of 8.5% 90.0
Preference Stock (without par value)--
5,000,000 shares authorized; none
outstanding
Common Stock ($1 par value):
Authorized--150,000,000 shares
Outstanding--66,375,452 shares in 1997
and 65,968,708 shares in 1996,
after deducting 13,363,010 shares
and 13,769,754 shares in treasury 66.4 66.0
Additional paid-in capital 103.9 83.0
Retained earnings 2,965.4 2,920.2
Net unrealized gain on investments
marked to fair value 470.0 784.4
Foreign currency translation adjustments (35.2) (28.0)
_________ _________
3,570.5 4,140.6
_________ _________
$50,005.9 $49,874.9
========= =========
(Amounts in millions except for share data)
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TRANSAMERICA CORPORATION AND SUBSIDIARIES
_________________
CONSOLIDATED STATEMENT OF INCOME
Three months ended
March 31,
1997 1996
REVENUES
Investment income $ 535.7 $ 514.1
Life insurance premiums and related
income 456.8 417.4
Finance charges and other fees 269.5 303.1
Leasing revenues 188.9 164.3
Real estate and tax service revenues 56.2 58.0
Gain on investment transactions 8.2 13.0
Other 24.1 23.8
________ ________
1,539.4 1,493.7
EXPENSES
Life insurance benefits 695.0 665.7
Life insurance underwriting, acquisition
and other expenses 199.8 153.4
Interest and debt expense 163.6 173.0
Leasing operating and maintenance costs 114.0 92.9
Provision for losses on receivables and
assets held for sale 36.4 33.2
Other, including administrative and general
expenses 213.5 202.2
________ ________
1,422.3 1,320.4
________ ________
117.1 173.3
Income taxes 36.1 58.0
________ ________
Net income $ 81.0 $ 115.3
======== ========
Earnings per share of common stock:
Primary:
Income before gain on investment
transactions $1.05 $1.51
Gain on investment transactions 0.08 0.12
_____ _____
Net income $1.13 $1.63
===== =====
Fully diluted:
Income before gain on investment
transactions $1.01 $1.47
Gain on investment transactions 0.08 0.12
_____ _____
Net income $1.09 $1.59
===== =====
Dividends per share of common stock $0.50 $0.50
===== =====
Ratio of earnings to fixed charges 1.64 1.94
(Amounts in millions except for share data)
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TRANSAMERICA CORPORATION AND SUBSIDIARIES
_________________
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
Three months ended
March 31,
1997 1996
Balance at beginning of year $2,920.2 $2,866.0
Net income 81.0 115.3
Dividends on common stock (33.2) (33.7)
Dividends on preferred stock (2.6) (4.4)
Treasury stock purchased (31.5)
________ ________
Balance at end of period $2,965.4 $2,911.7
======== ========
CONSOLIDATED STATEMENT OF CASH FLOWS
Three months ended
March 31,
1997 1996
OPERATING ACTIVITIES
Net income $ 81.0 $ 115.3
Adjustments to reconcile net income
to net cash provided by operating
activities:
Increase in life insurance policy
liabilities, excluding policyholder
balances on interest-sensitive policies 80.0 243.4
Amortization of policy acquisition costs 47.4 61.0
Policy acquisition costs deferred (102.3) (90.7)
Depreciation and amortization 85.6 78.6
Other 112.4 137.7
________ ________
Net cash provided by operations 304.1 545.3
INVESTING ACTIVITIES
Finance receivables originated (4,435.2) (4,194.3)
Finance receivables collected 3,855.5 3,863.7
Sale of finance receivables 431.0
Purchase of investments (2,067.1) (1,942.7)
Sales and maturities of investments 1,543.4 1,188.6
Other 73.0 (28.4)
________ ________
Net cash used by investing activities (599.4) (1,113.1)
FINANCING ACTIVITIES
Proceeds from debt financing 2,415.5 1,030.0
Payment of notes and loans (2,453.2) (740.1)
Receipts from interest-sensitive policies
credited to policyholder account balances 1,570.3 1,473.6
Return of policyholder balances on
interest-sensitive policies (1,166.5) (1,084.8)
Treasury stock purchased (13.2) (51.0)
Redemption of preferred stock (318.9)
Other common stock transactions 38.3 19.2
Dividends (35.8) (38.1)
________ ________
Net cash provided by financing activities 36.5 608.8
________ ________
Increase (decrease) in cash and cash
equivalents (258.8) 41.0
Cash and cash equivalents at beginning
of year 471.8 67.6
________ ________
Cash and cash equivalents at end of period $ 213.0 $ 108.6
======== ========
(Amounts in millions)
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Consolidated Results
Transamerica's net income for the first quarter of 1997 decreased $34.3
million (30%), compared to the first quarter of 1996. Net income for the
first quarter of 1997 included net after tax gains from investment
transactions aggregating $5.3 million compared to $8.5 million in the first
quarter of 1996. Income before investment transactions for the first quarter
of 1997 included a $20.1 million after tax provision for a proposed legal
settlement recorded by the life insurance business. Excluding this provision,
income before investment transactions decreased $11 million (10%) compared to
the first quarter of 1996 due primarily to decreases in consumer lending, real
estate and leasing operating results and higher unallocated interest and other
expenses, with offsetting increases in life insurance and commercial lending
operating results.
Gain on investment transactions, pretax, included in consolidated
revenues, comprises (amounts in millions):
Three months ended
March 31,
1997 1996
Net gain (loss) on sale of investments $(2.3) $ 9.6
Adjustment for impairment in value (2.0)
Adjustment to amortization of
deferred policy acquisition
costs for realized investment
transactions 12.5 3.4
_____ _____
$ 8.2 $13.0
===== =====
The amortization of deferred policy acquisition costs is adjusted due to
gains or losses realized on the sale of certain investments associated with
products sold by the life insurance operation. Investment transactions also
reflected downward adjustments primarily for impairment in the value of
certain nonperforming fixed maturity investments, mortgage loans, real estate
investments and real estate acquired through foreclosure.
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REVENUES AND INCOME BY LINE OF BUSINESS
Three months ended March 31
Revenues Income
1997 1996 1997 1996
(Amounts in millions)
Life insurance $ 986.2 $ 927.7 $62.9 $ 72.8
Gain on investment transactions 5.8 19.6 3.7 12.8
________ ________ _____ ______
Total life insurance 992.0 947.3 66.6 85.6
Consumer lending 152.7 198.1 17.8
Commercial lending 117.4 104.6 21.2 14.5
Leasing 207.7 181.9 15.8 18.8
Amortization of goodwill (3.2) (3.3)
________ ________ _____ ______
Total finance 477.8 484.6 33.8 47.8
Real estate services 76.7 66.6 8.1 9.6
Gain on investment transactions 2.4 6.0 1.6 3.5
________ ________ _____ ______
Total real estate services 79.1 72.6 9.7 13.1
Unallocated interest and
other expenses 4.7 4.9 (29.1) (23.4)
Consolidation eliminations (14.2) (15.7) (7.8)
________ ________ _____ ______
Total revenues and net income $1,539.4 $1,493.7 $81.0 $115.3
======== ======== ===== ======
Life insurance
Net income from our life insurance operations for the first three months
of 1997 decreased $19 million (22%) from the first three months of 1996.
Income before investment transactions also decreased $9.9 million (14%)
compared to the first quarter of 1996. The 1997 results were affected by a
$20.1 million after tax charge for a proposed legal settlement recorded in the
life insurance line. Excluding the provision for the proposed settlement,
income before investment transactions increased $10.2 million (14%).
The life insurance line experienced a decrease in income before
investment transactions in the first quarter of 1997 primarily due to the
$20.1 million legal settlement provision for a class action lawsuit brought
against three life insurance subsidiaries. The annuities line's income before
investment transactions increased from the same period of 1996 due primarily
to higher interest margins and fee income. The asset management group
experienced a slight decrease in income before investment transactions
compared to the first quarter of 1996 due primarily to lower interest margins
in its structured settlements business. Income before investment transactions
for the reinsurance line increased in comparison to the first quarter of 1996
due primarily to favorable claims experience and higher premium revenue. The
Canadian line's income before investment transactions improved from the same
period of 1996 due primarily to favorable claims experience. Income before
investment transactions for the corporate and other line increased during the
first quarter of 1997 over the same period of 1996 primarily due to higher
investment income.
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Investment transactions for the first quarter of 1997 included an after
tax loss of $3 million realized on the sale of investments compared to an
after tax gain of $10.5 million in the first quarter of 1996. The $10.5
million after tax gain for the first quarter of 1996 included an after tax
gain of $7.8 million resulting from a transaction with a special purpose
subsidiary of Transamerica Corporation. In this transaction, certain below
investment grade bonds were exchanged for collateralized bond obligations with
higher ratings issued by the subsidiary. This transaction had no effect on
Transamerica's consolidated financial statements. In the first quarters of
both 1997 and 1996, investment transactions related to investments backing
interest-sensitive products resulted in losses. The adjustment to the
amortization of deferred policy acquisition costs reduced the losses by $8.1
million after tax in 1997 and $2.2 million after tax in 1996. Investment
transactions in the first quarter of 1997 also reflected downward adjustments
of $1.3 million after tax primarily for impairment in the value of the
mortgage loan portfolio whereas there was no such downward adjustment in the
first quarter of 1996.
Net investment income increased $19 million (4%) for the first quarter
of 1997 over the first quarter of 1996 due to the increased level of invested
assets.
Premium and related income increased $39.4 million (9%) for the first
quarter of 1997 over the first quarter of 1996 due primarily to an increase in
fees from interest-sensitive policies. Life insurance benefit costs and
expenses increased $75.8 million (9%) for the first quarter of 1997 over the
first quarter of 1996 primarily due to the increase in benefits paid or
provided attributable to a larger base of life insurance and annuities in
force and due to the provision for the proposed legal settlement discussed
above.
Cash provided by operations for the first quarter of 1997 decreased
$117.5 million from the first quarter of 1996 primarily due to the timing in
the settlement of certain receivables and payables, including reinsurance
receivables and payables. We continue to maintain a sufficiently liquid
investment portfolio in this operation to cover operating requirements. The
rest of our funds are invested in longer term securities.
Consumer Lending
On March 13, 1997, Transamerica announced that it intends to sell
substantially all of its consumer lending operation as part of our strategy to
redeploy our capital while moving ahead with a plan to build a new,
centralized real estate secured lending operation. As of March 31, 1997 the
assets offered for sale include approximately $3.4 billion of gross
receivables, principally real estate secured loans, a network of approximately
420 branch offices, investment securities of $132.6 million at fair value and
other assets, including intangibles, of $244.7 million. In addition, another
$351.2 million of real estate secured loans, non real estate secured loans and
foreclosed properties will be sold or liquidated separately. This amount
includes approximately $279.8 million, at March 31, 1997, remaining from the
$1.1 billion segregated in the plan announced in 1996. This plan was to
accelerate efforts to reduce the consumer lending operation's exposure to non
real estate consumer loans by further curtailing production of these loans,
liquidating most of the non real estate loan portfolio and intensifying
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collection efforts. Net proceeds from the sales will be used to reduce debt,
purchase Transamerica common stock, fund the new centralized operations and
for other corporate purposes.
In 1996, we announced a plan to reduce our exposure to non real estate
consumer loans and certain real estate secured loans. The plan covered a
total of $1.1 billion in receivables. By December 31, 1996, we had reduced
our exposure to these loans to $462.3 million. During the first quarter of
1997, primarily through sales of $162.2 million, our exposure to the loans
covered in the plan had been reduced to $279.8 million. During the first
quarter of 1997 we sold an additional $268.8 million of receivables. These
sales comprised receivables in foreclosure and over 90 day delinquent
receivables.
Pending the completion of the sale of the operations and assets being
offered, loan loss reserves are being adjusted to offset operating results
including any gains or losses from asset sales. Accordingly, we did not
record any income from our consumer lending operations for the first quarter
of 1997. In the first quarter of 1996, the consumer lending operation
reported net income of $17.8 million.
Revenues decreased $45.4 million (23%) in the first quarter of 1997 from
the comparable year ago period due to the effects of a $1 billion (20%)
decrease in average net receivables outstanding, which resulted primarily from
sales of various loan portfolios in the fourth quarter of 1996 and the first
quarter of 1997.
Interest expense decreased $14 million (18%) for the first quarter of
1997 compared to the same period a year ago due primarily to lower average
outstanding debt needed to support the lower average finance receivables
outstanding. Other operating expenses in the first quarter of 1997 decreased
$7.9 million (12%) over the first quarter of 1996 due primarily to the impact
of downsizing operations.
We recorded a provision for losses on receivables of $32.8 million in the
first quarter of 1997 compared to $26.7 million in the first quarter of 1996.
The increase is due to increased credit losses and, to a lesser extent, our
decision to adjust the reserve for loan losses to offset the operating results
of our consumer lending operations.
Net credit losses in the first quarter of 1997 rose $73.1 million (213%)
over the same quarter a year ago primarily due to losses recognized on the
sales of loans in process of foreclosure and 90 day and over delinquent
receivables.
Net consumer finance receivables at March 31, 1997 and December 31, 1996
were $3.7 billion, of which $3.6 billion were held for sale, and $4.2
billion, of which $3.3 billion and $3.5 billion were real estate secured
loans, principally first and second mortgages secured by residential
properties. Approximately 33% of the real estate secured loans were located
in California. The decrease in net receivables was primarily due to the
continuing sales of loan portfolios.
Delinquent finance receivables are defined as receivables contractually
past due 60 days or more and for which the foreclosure process has not begun.
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Delinquent finance receivables on the portfolio held for sale, including
special assets, were $234 million (6.43% of finance receivables outstanding)
at March 31, 1997 compared to $219.8 million (5.35% of finance receivables
outstanding) at December 31, 1996. Approximately 60% of the increase in the
delinquency percentage of gross receivables outstanding is due to having lower
receivables outstanding as of March 31, 1997. The rest was caused by an
increase in delinquent accounts of $14.8 million as of March 31, 1997 compared
to December 31, 1996. Active management of these delinquent accounts has
become temporarily more difficult because of the planned sale of most of our
consumer lending operations. Delinquent finance receivables on the portion of
the business that we intend to retain were $681,000 (0.66% of gross
receivables outstanding at March 31, 1997, compared to $142,000 (0.26%) at
December 31, 1996.
We have established an allowance for losses equal to 5.47% of those net
consumer finance receivables outstanding held for sale, (excluding
foreclosures in process) at March 31, 1997 compared to 6.84% at December 31,
1996; the decrease in the percentage reflects a $95 million reduction in the
allowance as a result of the recognition of losses on the sales of delinquent
receivables. We have also established an allowance for losses of 3.95% of net
consumer finance receivables on the portion of the business we intend to
retain.
We suspend the accrual of interest and other finance charges on accounts
that become contractually past due by more than 29 days. At March 31, 1997
and December 31, 1996 nonearning net receivables which excludes accounts in
process of foreclosure, totaled $511 million and $467 million. Approximately
one third of the increase is attributable to an increase in 60 day plus
delinquent accounts and two thirds of the increase is attributable to 30 to 59
days delinquent accounts. When we receive payments on accounts in non accrual
status, we apply them to principal and interest income according to the terms
of the loan.
When foreclosure proceedings begin on an account secured by real estate,
the amount is written down to the lower of the account balance or the fair
value of the collateral less estimated selling costs. Accounts in process of
foreclosure totaled $71.5 million at March 31, 1997, 35% of which was in
California and $144.3 million at December 31, 1996, 47% of which was in
California. Repossessed assets held for sale totaled $58.8 million, 72% of
which was in California at March 31, 1997 and $83.1 million, 71% of which was
in California at December 31, 1996. The decline was due to sales in the
portfolios which more than offset increases in accounts in foreclosure.
As previously discussed, we intend to continue operating in the consumer
lending business and are moving ahead with a plan to build a new centralized
real estate secured lending operation. As part of this plan, in the first
quarter of 1997 we purchased Metropolitan Mortgage Company for $14 million in
cash.
Factors such as economic conditions, competition, and, for accounts
secured by real estate, the state of the real estate market (particularly in
California) all affect trends in receivables levels, credit losses,
delinquencies, accounts in foreclosure, repossessed assets, the value we can
expect to receive on the sales of our assets and operations and our results of
operations.
Page 13
Commercial Lending
Net income from our commercial lending operations for the first quarter
of 1997 was $18.5 million compared to $11.8 million for the first quarter of
1996. Income, before the amortization of goodwill, for the first quarter of
1997 increased $6.7 million (47%) over the first quarter of 1996. The
increase resulted primarily from a $3.2 million tax benefit in 1997 from the
satisfactory resolution of prior years' tax matters. The 1996 quarter
included the effect of $2.5 million of after tax provisions for loss on a
contested account and for settlement of a legal matter.
Revenues in the first quarter of 1997 increased $12.8 million (12%) from
1996 principally as a result of growth in average net receivables outstanding
which more than offset a decline in yield due to increased competition.
Interest expense increased $5.9 million (17%) in the first quarter of
1997 due to a higher average debt level needed to support receivables growth.
Operating expenses rose $2.6 million (6%) primarily as a result of higher
levels of business volume and outstanding receivables. The provision for
losses on receivables decreased $2.9 million (45%) due to a $2.9 million ($1.7
million after tax) reserve established in the first quarter of 1996 on a major
impaired account in the insurance premium finance portfolio. Credit losses,
net of recoveries, on an annualized basis as a percentage of average net
receivables outstanding were 0.17% for the first quarter of 1997 compared to
0.09% for the first quarter of 1996.
Net commercial finance and lease receivables outstanding grew $382.9
million (10%) in the first quarter of 1997 over December 31, 1996. During the
first quarter of 1997, our distribution finance operation purchased for cash a
portfolio of floor plan finance receivables with a total net outstanding
balance of approximately $115 million. We have established an allowance for
losses equal to 2.09% of net commercial finance receivables outstanding as of
March 31, 1997 compared to 2.22% at December 31, 1996.
Delinquent receivables are defined as instalments for inventory finance
and asset based lending receivables more than 60 days past due and the
receivables balance for all other receivables more than 60 days past due. At
March 31, 1997 delinquent receivables were $15.7 million (0.37% of receivables
outstanding) compared to $17.3 million (0.46% of receivables outstanding) at
December 31, 1996.
Nonearning receivables are defined as balances from borrowers that are
more than 90 days delinquent or sooner if it appears doubtful they will be
fully collectible. Nonearning receivables were $26.2 million (0.63% of
receivables outstanding) at March 31, 1997 compared to $21.4 million (0.56% of
receivables outstanding) at December 31, 1996. The increase in nonearning
receivables was primarily attributable to one major account in the
distribution finance portfolio.
Leasing
In the first quarter of 1997 our leasing operation reported net income of
$15.3 million compared to $18.3 million in the first quarter of 1996.
Leasing income before the amortization of goodwill was $15.8 million in the
first quarter of 1997 compared to $18.8 million in the first quarter of 1996,
Page 14
a decline of $3 million (16%) versus the comparable 1996 period. First
quarter 1996 results included a $2.6 million tax benefit from the favorable
resolution of an outstanding state tax issue. Lower earnings in 1997 also
resulted from lower standard container utilization and lower gains from sales
of used standard containers due to overcapacity of equipment and softening in
per diem rates. Offsetting some of these negatives in earnings were favorable
results from a larger portfolio of finance leases and more on-hire standard
and tank containers, and chassis due to a larger fleet as a result of the
Trans Ocean acquisition.
Revenue for the first quarter of 1997 increased $25.8 million (14%) over
the first quarter of 1996. Revenue increased due to a larger on-hire fleet of
standard, refrigerated and tank containers and chassis mainly associated with
the October 1996 acquisition of Trans Ocean Ltd. This increased our fleet
size by approximately 25%. Revenue also increased due to a larger portfolio
of finance leases and more on-hire European trailers. Partially offsetting
these increases were lower revenues from decreased utilization and rental
rates for refrigerated and tank containers and lower utilization from standard
containers due to the overcapacity of equipment and softening in per diem
rates. Rail trailer also reported lower revenues due to a smaller fleet size
and fewer on-hire units.
Expenses for the first quarter of 1997 increased $25.8 million (17%)
over the first quarter of 1996 due mainly to higher ownership and operating
costs associated with larger fleets of standard, refrigerated and tank
containers, chassis and European trailers.
The combined utilization of standard containers, refrigerated
containers, domestic containers, tank containers and chassis averaged 78% for
the first quarter of 1997 compared to 81% in the first quarter of 1996. Rail
trailer utilization was 83% for the first quarter of 1997 compared to 79% in
the first quarter of 1996. European trailer utilization was 91% for the first
quarter of 1997 compared to 92% in the first quarter of 1996.
Real Estate Services
This segment includes Transamerica's real estate information businesses
as well as certain real estate and other investments.
Net income for the first quarter of 1997 decreased $3.4 million (26%)
over the first quarter of 1996. Net income included net after tax gains from
investment transactions of $1.6 million and $3.5 million in the first quarters
of 1997 and 1996. Income before investment transactions in the first quarter
of 1997 decreased $1.5 million (16%) from the first quarter of 1996 primarily
due to lower operating income at the real estate tax service. This resulted
from a reduction in new contract volume caused by lower mortgage refinancings
in the first quarter of 1997, and continuing costs related to relocation and
new information systems.
Revenues for the first quarter of 1997 increased $6.5 million (9%) over
the first quarter of 1996 as a result of increased investment income.
Unallocated Interest and Expenses
Unallocated interest and other expenses, after related income taxes, for
the first three months of 1997 increased $5.7 million. The increase was
Page 15
primarily due to expenses associated with the $325 million of capital trust
pass-through securities issued in late 1996, the proceeds of which were used
to redeem all of Transamerica's outstanding preferred stock, and the vesting
of certain performance vested stock options issued under the 1995 Performance
Stock Option Plan.
Corporate Liquidity and Capital Requirements
Transamerica Corporation receives funds from its subsidiaries in the
form of dividends, income taxes and interest on loans. The Corporation uses
these funds to pay dividends to its stockholders, purchase shares of its
common stock, reinvest in the operations of its subsidiaries and pay corporate
interest, expenses and taxes. Reinvested funds are allocated among
subsidiaries on the basis of expected returns, creation of shareholder value
and capital needs. Reinvestment may be accomplished by allowing a subsidiary
to retain all or a portion of its earnings, or by making capital contributions
or loans.
The Corporation also borrows funds to finance acquisitions or to lend to
certain of its subsidiaries to finance their working capital needs.
Subsidiaries are required to maintain prudent financial ratios consistent with
other companies in their respective industries and retain the capacity through
committed credit lines to repay working capital loans from the Corporation.
In December 1996, we announced the redemption of all of the outstanding
Dutch Auction Rate Transferable Securities preferred stock. The redemption
was completed in February 1997. In January 1997, we announced the redemption
of the outstanding Series D preferred stock. This redemption was also
completed in February 1997. As a result of these redemptions $3.8 million of
premium related to the transaction was charged directly to stockholders'
equity. This reduced earnings to common stockholders and resulted in a 6 cent
reduction in earnings per share.
In July 1996, Transamerica announced that its board of directors had
authorized additional purchases of up to 2 million shares of the company's
common stock. At March 31, 1997, there were 267,100 shares remaining to be
purchased under this authorization. We did not purchase any shares under this
authorization during the first quarter of 1997.
Investment Portfolio
Transamerica, principally through its life insurance subsidiaries,
maintains an investment portfolio aggregating $29.2 billion at March 31, 1997,
of which $26.6 billion was invested in fixed maturities. At March 31, 1997,
95.7% of the fixed maturities was rated as "investment grade" with an
additional 3.1% in the BB category or its equivalent. The amortized cost of
fixed maturities was $26.2 billion resulting in a net unrealized gain
position, before the effect of income taxes and adjustments to deferred
acquisition costs and policy liabilities, of $457 million at March 31, 1997.
Fixed maturity investments are generally held for long-term investment and
used primarily to support life insurance policy liabilities. Adjustment for
impairment in value has been made to reduce the amortized cost of certain
fixed maturity investments by $56.4 million at March 31, 1997 and $62.9
million at December 31, 1996.
Page 16
In addition to the investments in fixed maturities, $752.8 million (3%
of the investment portfolio), net of allowance for losses of $45 million, was
invested in mortgage loans and real estate including $677.2 million in
commercial mortgage loans, $76.7 million in real estate investments, $5.9
million in foreclosed real estate and $38 million in residential mortgage
loans. Problem loans, defined as restructured loans yielding less than 8% and
delinquent loans, totaled $4.3 million at March 31, 1997 and $8.1 million at
December 31, 1996. Allowances for possible losses of $45 million at March
31, 1997 and $42.8 million at December 31, 1996 have been established to cover
possible losses from mortgage loans and real estate investments.
Derivatives
The operations of Transamerica are subject to risk of interest rate
fluctuations to the extent that there is a difference between the cash flows
from Transamerica's interest-earning assets and the cash flows related to its
liabilities that mature or are repriced in specified periods. In the normal
course of its operations, Transamerica hedges some of its interest rate risk
with derivative financial instruments. These derivatives comprise primarily
interest rate swap agreements, interest rate floor agreements, and options to
enter into interest rate swap agreements (swaptions).
Derivative financial instruments with a notional amount of $9.9 billion
at March 31, 1997 and December 31, 1996 and designated as hedges of
Transamerica's investment portfolio were outstanding. In addition, derivative
financial instruments with a notional amount of $4.1 billion at March 31, 1997
and $3.5 billion at December 31, 1996 and designated as hedges of
Transamerica's liabilities were outstanding.
While Transamerica is exposed to credit risk in the event of
nonperformance by the other party, nonperformance is not anticipated due to
the credit rating of the counterparties. At March 31, 1997, the derivative
financial instruments discussed above were issued by financial institutions
rated A or better by one or more of the major credit rating agencies. The
fair value of Transamerica's derivative financial instruments at March 31,
1997 and December 31, 1996 was a net benefit of $53.4 million and $73.7
million comprising agreements with aggregate gross benefits of $121.8 million
and $91.2 million and agreements with aggregate gross obligations of $68.4
million and $17.5 million.
Pro forma Earnings Per Share
In February 1997 the Financial Accounting Standards Board issued
Statement No. 128 - Earnings Per Share. This statement is effective for
quarters and years ending after December 15, 1997 and supersedes the earnings
per share calculation methodology and disclosure requirements of APB 15. Upon
adoption of the new standard all previously reported earnings per share
figures are required to be restated to comply with the standard. The earnings
Page 17
per share amounts below reflect on a pro forma basis Transamerica's earnings
per share in accordance with the new standard.
Three months ended
March 31,
1997 1996
Earnings per share of common stock:
Basic:
Income before investment
transactions $1.05 $1.51
Gain on investment transactions 0.08 0.12
_____ _____
Net income $1.13 $1.63
===== =====
Diluted:
Income before investment
transactions $1.02 $1.47
Gain on investment transactions 0.08 0.12
_____ _____
Net income $1.10 $1.59
===== =====
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders.
At the Corporation's Annual Meeting of Stockholders held on May 1, 1997,
its stockholders voted on one proposal and director nominations. Results
were:
Votes Votes Votes Broker--
For Against Withheld Abstentions Non--Votes
Nomination for director:
Toni Rembe 54,939,058 1,376,844
Forrest N. Shumway 55,759,537 556,365
Peter V. Ueberroth 55,745,404 570,498
Election of auditors 55,938,602 133,901 243,398
A total of 56,315,902 shares were present in person or by proxy at the
Annual Meeting.
Page 18
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
11 Statement Re: Computation of Per Share Earnings.
12 Computation of Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
A Report on Form 8-K was filed on March 27, 1997, announcing
Transamerica's intent to sell substantially all of its consumer
lending operation.
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.
TRANSAMERICA CORPORATION
(Registrant)
Burton E. Broome
Vice President and Controller
(Chief Accounting Officer)
Date: May 12, 1997