<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 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.
________________________________________________________________________________
1-11255 AMERCO 88-0106815
(A Nevada Corporation)
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502-3239
Telephone (775) 688-6300
2-38498 U-Haul International, Inc. 86-0663060
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ].
22,614,087 shares of AMERCO Common Stock, $0.25 par value were outstanding
at November 8, 1999.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par
value, were outstanding at November 8, 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.
<PAGE> 2
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
a) Consolidated Balance Sheets as of September 30, 1999 and
March 31, 1999................................................ 4
b) Consolidated Statements of Earnings for the Six months ended
September 30, 1999 and 1998................................... 6
c) Consolidated Statements of Changes in Stockholders' Equity
for the Six months ended September 30, 1999................... 7
d) Consolidated Statements of Comprehensive Income for the
Six months ended September 30, 1999 and 1998.................. 8
e) Consolidated Statements of Earnings for the Quarters ended
September 30, 1999 and 1998................................... 9
f) Consolidated Statements of Cash Flows for the Six months ended
September 30, 1999 and 1998................................... 10
g) Notes to Consolidated Financial Statements - September 30, 1999,
March 31, 1999 and September 30, 1998......................... 11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................. 21
Item 3. Quantitative and Qualitative Disclosures About Market Risk........ 32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................. 33
Item 4. Submission of Matters to a Vote of Security Holders............... 34
Item 6. Exhibits and Reports on Form 8-K.................................. 35
<PAGE> 3
THIS PAGE LEFT
INTENTIONALLY BLANK
<PAGE> 4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets
September 30, March 31,
Assets 1999 1999
-------------------------
(unaudited)
(in thousands)
Cash and cash equivalents $ 49,635 44,505
Trade receivables, net 168,156 173,050
Notes and mortgage receivables, net 234,892 217,910
Inventories, net 76,328 80,159
Prepaid expenses 9,213 16,363
Investments, fixed maturities 881,394 900,995
Investments, other 199,007 181,892
Deferred policy acquisition costs 71,781 63,283
Other assets 118,430 114,522
------------------------
Property, plant and equipment, at
cost:
Land 197,002 196,960
Buildings and improvements 821,578 806,421
Furniture and equipment 241,468 234,894
Rental trailers and other rental
equipment 203,718 186,660
Rental trucks 1,004,197 992,418
------------------------
2,467,963 2,417,353
Less accumulated depreciation 1,149,666 1,122,529
------------------------
Total property, plant and
equipment 1,318,297 1,294,824
------------------------
Total Assets $ 3,127,133 3,087,503
========================
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 5
September 30, March 31,
Liabilities and Stockholders' Equity 1999 1999
------------------------
(unaudited)
(in thousands, except
share and per share data)
Liabilities:
Accounts payable and accrued
expenses $ 164,556 169,185
Notes and loans payable 1,087,377 1,114,748
Policy benefits and losses, claims
and loss expenses payable 529,131 546,599
Liabilities from premium deposits 457,612 457,759
Cash overdraft 23,963 28,169
Other policyholders' funds and
liabilities 50,343 48,889
Deferred income 43,165 41,549
Deferred income taxes 106,898 64,580
------------------------
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 issued and outstanding as of
September 30, 1999 and March 31, 1999 - -
Series B preferred stock, with no par
value, 100,000 shares authorized;
none and 25,000 shares issued and
outstanding as of September 30, 1999
and March 31, 1999, 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
September 30, 1999 and March 31, 1999 1,441 1,441
Common stock of $0.25 par value,
150,000,000 shares authorized;
36,487,505 shares issued as of
September 30, 1999 and March 31, 1999 9,122 9,122
Additional paid-in capital 274,905 299,905
Accumulated other comprehensive income (22,159) (17,740)
Retained earnings 780,596 703,322
------------------------
1,043,905 996,050
Less:
Cost of common shares in treasury, net
(19,635,913 shares as of
September 30, 1999 and March 31, 1999) 363,533 363,533
Unearned employee stock
ownership plan shares 16,284 16,492
------------------------
Total stockholders' equity 664,088 616,025
Contingent liabilities and commitments
------------------------
Total Liabilities and Stockholders' Equity $ 3,127,133 3,087,503
========================
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 6
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Earnings
Six months ended September 30,
(Unaudited)
1999 1998
--------------------------
(in thousands, except
share and per share data)
Revenues
Rental revenue $ 643,030 598,901
Net sales 110,121 107,567
Premiums 107,803 96,223
Net investment and interest income 41,027 35,286
-----------------------
Total revenues 901,981 837,977
Costs and expenses
Operating expense 465,443 448,574
Cost of sales 62,734 62,909
Benefits and losses 84,015 79,991
Amortization of deferred acquisition costs 16,458 8,799
Lease expense 64,212 56,532
Depreciation, net 38,551 31,902
-----------------------
Total costs and expenses 731,413 688,707
Earnings from operations 170,568 149,270
Interest expense 39,815 36,635
-----------------------
Pretax earnings 130,753 112,635
Income tax expense (46,319) (39,234)
-----------------------
Net earnings $ 84,434 73,401
=======================
Earnings per common share:
Basic $ 3.53 2.93
Diluted $ 3.46 -
=======================
Weighted average common shares outstanding:
Basic 21,958,826 21,930,301
Diluted 22,542,159 -
=======================
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 7
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Six months ended September 30,
(Unaudited)
1999
-------------------------
(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 September 30, 1999
Beginning and end of period $ 1,441
-------
Common stock of $0.25 par value:
150,000,000 shares authorized, 36,487,505
shares issued as of September 30, 1999
Beginning and end of period 9,122
-------
Additional paid-in capital:
Beginning of period 299,905
Preferred stock repurchase 25,000
-------
End of period 274,905
-------
Accumulated other comprehensive income:
Beginning of period (17,740)
Foreign currency translation 2,605
Fair market value of cash flow hedge 1,497
Unrealized loss on investments (8,521)
-------
End of period (22,159)
-------
Retained earnings:
Beginning of period 703,322
Net earnings 84,434
Preferred stock dividends paid:
Series A ($1.06 per share) (6,481)
Series B ($27.14 per share) (679)
-------
End of period 780,596
-------
Less Treasury stock:
Beginning and end of period 363,533
-------
Less Unearned employee stock
ownership plan shares:
Beginning of period 16,492
Purchase of shares 2
Repayments from loan (210)
-------
End of year 16,284
-------
Total stockholders' equity $ 664,088
=======
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 8
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Six months ended September 30,
(Unaudited)
1999 1998
-------------------
(in thousands)
Comprehensive Income:
Net earnings $ 84,434 73,401
Changes in other comprehensive income:
Foreign currency translation 2,605 (5,496)
Fair market value of cash flow hedge 1,497 -
Unrealized loss on investments (8,521) (762)
-------------------
Total Comprehensive Income $ 80,015 67,143
===================
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 9
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Earnings
Quarters ended September 30,
(Unaudited)
1999 1998
-------------------------
(in thousands, except
share and per share data)
Revenues
Rental revenue $ 337,464 317,488
Net sales 52,481 51,254
Premiums 51,727 57,793
Net investment and interest income 20,899 17,698
------------------------
Total revenues 462,571 444,233
Costs and expenses
Operating expense 243,403 238,274
Cost of sales 31,360 30,214
Benefits and losses 40,306 44,411
Amortization of deferred acquisition costs 9,908 4,188
Lease expense 32,816 29,570
Depreciation, net 19,772 14,329
------------------------
Total costs and expenses 377,565 360,986
Earnings from operations 85,006 83,247
Interest expense 19,617 17,984
------------------------
Pretax earnings 65,389 65,263
Income tax expense (23,262) (23,092)
------------------------
Net earnings $ 42,127 42,171
========================
Earnings per common share:
Basic $ 1.77 1.71
Diluted $ 1.76 -
========================
Weighted average common shares outstanding:
Basic 21,964,452 21,935,854
Diluted 22,131,119 -
========================
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 10
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
Six months ended September 30,
(Unaudited)
1999 1998
-------------------
(in thousands)
Cash flows from operating activities:
Net earnings $ 84,434 73,401
Depreciation and amortization 63,799 47,676
Provision for losses on accounts receivable 2,285 2,272
Net gain on sale of real and personal property (6,058) (1,677)
Gain on sale of investments (378) (1,979)
Changes in policy liabilities and accruals (8,376) (210)
Additions to deferred policy acquisition costs (21,769) (17,654)
Net change in other operating assets
and liabilities 31,112 (8,148)
-------------------
Net cash provided by operating activities 145,049 93,681
-------------------
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment (182,680) (190,031)
Fixed maturities (62,530) (113,073)
Preferred stock (369) (15,500)
Mortgage loans (8,395) (1,246)
Proceeds from sale of investments:
Property, plant and equipment 120,403 129,258
Fixed maturities 66,219 110,366
Preferred stock 903 658
Real estate 733 4,749
Mortgage loans 6,194 9,710
Changes in other investments (15,978) 5,063
-------------------
Net cash used by investing activities (75,500) (60,046)
-------------------
Cash flows from financing activities:
Net change in short-term borrowings (147,335) 19,000
Proceeds from notes 150,000 -
Debt issuance costs (1,228) (378)
Leveraged Employee Stock Ownership Plan:
Purchase of shares (2) (2)
Repayments from loan 210 186
Principal payments on notes (30,036) (46,341)
Repurchase of preferred stock (25,000) (25,000)
Net change in cash overdraft (4,205) 3,610
Preferred stock dividends paid (7,160) (9,247)
Investment contract deposits 31,856 39,257
Investment contract withdrawals (31,519) (32,176)
-------------------
Net cash used by financing activities (64,419) (51,091)
-------------------
Increase (decrease) in cash and cash equivalents 5,130 (17,456)
Cash and cash equivalents at beginning of period 44,505 31,606
-------------------
Cash and cash equivalents at end of period $ 49,635 14,150
===================
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 11
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1999, March 31, 1999 and September 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 sheet as of September 30, 1999 and the
related consolidated statements of earnings for the three and six
months ended September 30, 1999 and 1998, and the related consolidated
statements of changes in stockholders' equity for the six months ended
September 30, 1999 and the consolidated statements of comprehensive
income and cash flows for the six months ended September 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 the consolidated financial position or results of
operations for the financial statements presented herein.
Certain reclassifications have been made to the financial
statements for the six months ended September 30, 1998 to conform with
the current year's presentation.
<PAGE> 12
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
2. INVESTMENTS
A comparison of amortized cost to market for fixed maturities is as
follows:
June 30, 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 $ 20,434 $ 19,752 178 (221) 19,709
U.S. government
agency mortgage-
backed securities $ 21,581 21,491 189 (176) 21,504
Obligations of
states and
political
subdivisions $ 1,500 1,517 96 - 1,613
Corporate
securities $ 105,957 106,888 1,782 (695) 107,975
Mortgage-backed
securities $ 39,508 38,245 653 (223) 38,675
Redeemable preferred
stocks 4,811 116,253 305 (4,244) 112,314
----------------------------------------
304,146 3,203 (5,559) 301,790
----------------------------------------
June 30, 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 $ 34,685 35,511 1,425 (633) 36,303
U.S. government
agency mortgage-
backed securities $ 38,325 38,026 522 (189) 38,359
Obligations of
states and
political
subdivisions $ 12,485 12,598 572 (80) 13,090
Corporate
securities $ 420,862 423,282 5,932 (8,621) 420,593
Mortgage-backed
securities $ 35,162 34,911 1,194 (70) 36,035
Redeemable preferred
stocks 1,313 32,734 921 (787) 32,868
----------------------------------------
577,062 10,566 (10,380) 577,248
----------------------------------------
Total $ 881,208 13,769 (15,939) 879,038
========================================
<PAGE> 13
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:
June 30,
---------------------
1999 1998
---------------------
(in thousands)
Investments, fixed maturities $ 408,273 431,983
Investments, other 27,761 22,829
Receivables 111,227 139,927
Deferred policy acquisition costs 11,710 6,116
Due from affiliate 26,247 23,533
Deferred federal income taxes 11,477 17,244
Other assets 25,744 8,588
-------------------
Total assets $ 622,439 650,220
===================
Policy liabilities and accruals $ 328,114 380,188
Unearned premiums 46,260 47,562
Other policyholders' funds and liabilities 34,515 22,891
-------------------
Total liabilities 408,889 450,641
Stockholder's equity 213,550 199,579
-------------------
Total liabilities and
stockholder's equity $ 622,439 650,220
===================
A summarized consolidated income statement for Republic is presented below:
Quarter ended Six months ended
June 30, June 30,
----------------------------------------
1999 1998 1999 1998
----------------------------------------
(in thousands)
Premiums $ 30,775 42,534 64,568 65,261
Net investment income 8,182 9,241 16,334 18,242
---------------- -----------------
Total revenue 38,957 51,775 80,902 83,503
Benefits and losses 25,428 36,497 53,713 56,540
Amortization of deferred
policy acquisition costs 3,622 600 6,832 2,401
Operating expenses 6,922 10,383 15,381 18,044
---------------- -----------------
Total expenses 35,972 47,480 75,926 76,985
Income from operations 2,985 4,295 4,976 6,518
Federal income tax expense (939) (1,335) (1,566) (1,960)
---------------- -----------------
Net income $ 2,046 2,960 3,410 4,558
================ =================
<PAGE> 14
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:
June 30,
---------------------
1999 1998
---------------------
(in thousands)
Investments, fixed maturities $ 473,121 470,371
Investments, other 152,577 109,225
Receivables 35,375 33,543
Deferred policy acquisition costs 60,071 47,132
Other assets 26,659 29,589
-------------------
Total assets $ 747,803 689,860
===================
Policy liabilities and accruals $ 151,401 139,224
Premium deposits 457,612 429,730
Other policyholders' funds and liabilities 19,351 19,475
Deferred federal income taxes 19,413 11,047
Due to affiliate 9,324 307
-------------------
Total liabilities 657,101 599,783
Stockholder's equity 90,702 90,077
-------------------
Total liabilities and
stockholder's equity $ 747,803 689,860
===================
A summarized consolidated income statement for Oxford is presented below:
Quarter ended Six months ended
June 30, June 30,
----------------------------------------
1999 1998 1999 1998
----------------------------------------
(in thousands)
Premiums $ 22,095 20,284 47,207 36,302
Net investment income 4,624 5,045 10,138 9,440
---------------- ----------------
Total revenue 26,719 25,329 57,345 45,742
Benefits and losses 14,878 12,327 30,302 23,451
Amortization of deferred
policy acquisition costs 6,286 3,588 9,626 6,398
Operating expenses 2,949 6,442 10,951 9,140
---------------- ----------------
Total expenses 24,113 22,357 50,879 38,989
Income from operations 2,606 2,972 6,466 6,753
Federal income tax expense (911) (826) (2,172) (2,088)
---------------- ----------------
Net income $ 1,695 2,146 4,294 4,665
================ ================
In December 1998, North American Fire & Casualty Insurance Company was
sold to Republic.
<PAGE> 15
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
4. ACCUMULATED OTHER COMPREHENSIVE INCOME
<TABLE>
A summary of accumulated comprehensive income components follows:
<CAPTION>
Unrealized Fair market Accumulated
Foreign gain (loss) value of other
currency on cash flow comprehensive
translation investments hedge income
----------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Balance at March 31, 1999 $ (25,411) 11,302 (3,631) (17,740)
Foreign currency
translation 2,605 - - 2,605
Fair market value of
cash flow hedge,
net of taxes of $806 - - 1,497 1,497
Unrealized gain (loss)
on investments,
net of taxes of $4,048 - (8,521) - (8,521)
------- ------ ------ -------
Balance at September 30, 1999 $ (22,806) 2,781 (2,134) (22,159)
======= ====== ====== =======
Balance at March 31, 1998 $ (18,675) 9,291 - (9,384)
Foreign currency
translation (5,496) - - (5,496)
Unrealized gain (loss)
on investments,
net of taxes of $404 - (762) - (762)
------- ------ ------ -------
Balance at September 30, 1998 $ (24,171) 8,529 - (15,642)
======= ====== ====== =======
</TABLE>
5. CONTINGENT LIABILITIES AND COMMITMENTS
During the six months ended September 30, 1999, a subsidiary of U-Haul
entered into ten transactions and has subsequently entered into one transaction,
whereby AMERCO sold rental trucks and subsequently leased back. AMERCO has
guaranteed $15,379,000 of residual values at September 30, 1999 and an
additional $2,157,000 subsequent to September 30, 1999 for these assets at the
end of the respective lease terms. Following are the lease commitments for the
leases executed during the six months ended September 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 $ 7,741 650 8,391
2001 11,199 1,417 12,616
2002 11,199 1,417 12,616
2003 11,199 1,417 12,616
2004 11,199 1,417 12,616
Thereafter 25,856 3,604 29,460
------------------------------------
$ 78,393 9,922 88,315
====================================
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.
<PAGE> 16
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
6. SUPPLEMENTAL CASH FLOWS INFORMATION
The (increase) decrease in receivables, inventories and accounts
payable and accrued liabilities net of other operating and investing
activities follows:
Six months ended
September 30,
1999 1998
-----------------------
(in thousands)
Receivables $ (2,917) (25,092)
======================
Inventories $ 3,831 (6,349)
======================
Accounts payable and
accrued liabilities $ (8,595) (12,195)
======================
Income taxes paid in cash amounted to $505,000 and $820,000 for
the six months ended September 30, 1999 and 1998, respectively.
Interest paid in cash amounted to $34,321,000 and $36,921,000 for
the six months ended September 30, 1999 and 1998, respectively.
<PAGE> 17
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
7. EARNINGS PER SHARE
<TABLE>
The following table reflects the calculation of the earnings per share:
<CAPTION>
Weighted Average
Common Shares
Income Outstanding Per Share
(Numerator) (Denominator) Amount
----------- ---------------- ---------
(in thousands, except share and per share data)
<S> <C> <C> <C>
Quarter ended September 30, 1999:
Earnings from operations $ 42,127
Less dividends on preferred shares 3,313
------
Basic earnings per common share 38,814 21,964,452 $ 1.77
Effect of dilutive securities -
Series B preferred shares 72 166,667
------ ----------
Diluted earnings per common share 38,886 22,131,119 $ 1.76
====== ========== ====
Quarter ended September 30, 1998:
Earnings from operations $ 42,171
Less dividends preferred shares 4,586
------
Basic and diluted earnings per common share 37,585 21,935,854 $ 1.71
====== ========== ====
Six months ended September 30, 1999:
Earnings from operations $ 84,434
Less dividends on preferred shares 7,018
------
Basic earnings per common share 77,416 21,958,826 $ 3.53
Effect of dilutive securities -
Series B preferred shares 537 583,333
------ ----------
Diluted earnings per common share 77,953 22,542,159 $ 3.46
====== ========== ====
Six months ended September 30, 1998:
Earnings from operations $ 73,401
Less dividends on preferred shares 9,073
------
Basic and diluted earnings per common share 64,328 21,930,301 $ 2.93
====== ========== ====
<PAGE> 18
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
8. RELATED PARTIES
During the six months ended September 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 $8,610,000 from
SAC Holdings during the six months ended September 30, 1999. The
terms of the notes receivable with SAC Holdings are consistent with
the terms of notes receivable held by U-Haul for other properties
owned by unrelated parties and managed by U-Haul.
U-Haul currently manages the properties owned by SAC Holdings
pursuant to a management agreement, under which U-Haul receives a
management fee equal to 6% of the gross receipts from the properties.
Management fees of $2,269,000 and $1,074,000 were received during the
six months ended September 30, 1999 and 1998, respectively. The
management fee percentage is consistent with the fees received by U-Haul
for other properties owned by unrelated parties and managed by U-Haul.
During the six months ended September 30, 1999, a subsidiary of
AMERCO funded through a note receivable the purchase of properties and
construction costs for SAC Holdings of approximately $21,580,000.
Management believes that the foregoing transactions were
consummated on terms equivalent to those that prevail in arm's-length
transactions.
9. NEW ACCOUNTING STANDARDS
During fiscal 1999, AMERCO adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities". As of September 30, 1999, AMERCO recorded
an after tax adjustment of $1,497,000 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 six months ended September
30, 1999, AMERCO recognized $15,000 as interest income, 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.
<PAGE> 19
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
10. 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).
</TABLE>
<TABLE>
Information concerning operations by industry segment follows:
<CAPTION>
Moving Property/ Adjustments
and Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated
----------------------------------------------------------------------
(in thousands)
Six months ended September 30, 1999
-----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Outside $ 761,710 5,996 77,552 56,723 - 901,981
Intersegment - 35,298 3,350 622 (39,270) -
--------- ------- ------- ------- -------- ---------
Total revenue $ 761,710 41,294 80,902 57,345 (39,270) 901,981
Depreciation/
amortization $ 40,416 5,041 6,985 11,357 - 63,799
Interest expense $ 39,815 20,273 - - (20,273) 39,815
Pretax earnings $ 105,395 13,916 4,976 6,466 - 130,753
Income tax $ 37,710 4,871 1,566 2,172 - 46,319
Identifiable
assets $1,400,884 708,010 622,439 738,479 (342,679) 3,127,133
</TABLE>
<TABLE>
<CAPTION>
Six months ended September 30, 1998
-----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Outside $ 711,593 2,479 78,752 45,153 - 837,977
Intersegment - 36,207 4,751 589 (41,547) -
--------- ------- ------- ------- -------- ---------
Total revenue $ 711,593 38,686 83,503 45,742 (41,547) 837,977
Depreciation/
amortization $ 27,826 5,750 3,438 10,662 - 47,676
Interest expense $ 36,635 20,132 - - (20,132) 36,635
Pretax earnings $ 89,508 9,856 6,518 6,753 - 112,635
Income tax $ 31,736 3,450 1,960 2,088 - 39,234
Identifiable
assets $1,270,602 651,747 650,220 689,553 (330,654) 2,931,468
</TABLE>
<PAGE> 20
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
10. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
<TABLE>
<CAPTION>
Moving Property/ Adjustments
and Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated
----------------------------------------------------------------------
(in thousands)
Quarter ended September 30, 1999
--------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Outside $ 394,999 3,039 38,130 26,403 - 462,571
Intersegment - 17,688 827 316 (18,831) -
--------- ------- ------- ------- -------- ---------
Total revenue $ 394,999 20,727 38,957 26,719 (18,831) 462,571
Depreciation/
amortization $ 21,272 2,566 3,626 6,788 - 34,252
Interest expense $ 19,617 10,035 - - (10,035) 19,617
Pretax earnings $ 53,480 6,138 2,985 2,786 - 65,389
Income tax $ 19,263 2,149 939 911 - 23,262
Identifiable
assets $1,400,884 708,010 622,439 738,479 (342,679) 3,127,133
</TABLE>
<TABLE>
<CAPTION>
Quarter ended September 30, 1998
--------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Outside $ 371,122 1,032 47,053 25,026 - 444,233
Intersegment - 18,149 4,722 303 (23,174) -
--------- ------- ------- ------- -------- ---------
Total revenue $ 371,122 19,181 51,775 25,329 (23,174) 444,233
Depreciation/
amortization $ 13,305 2,516 1,414 7,389 - 24,624
Interest expense $ 17,984 10,076 - - (10,076) 17,984
Pretax earnings $ 52,603 5,393 4,295 2,972 - 65,263
Income tax $ 19,041 1,890 1,335 826 - 23,092
Identifiable
assets $1,270,602 651,747 650,220 689,553 (330,654) 2,931,468
</TABLE>
<TABLE>
<CAPTION>
Geographic Area Data - United United
(All amounts are in States Canada Consolidated States Canada Consolidated
U.S $'s) -------------------------------- -----------------------------
Six months ended Quarter ended
-------------------------------- -----------------------------
(in thousands)
September 30, 1999
------------------
<S> <C> <C> <C> <C> <C> <C>
Total revenues $ 881,127 20,854 901,981 451,002 11,569 462,571
Depreciation/
amortization $ 62,099 1,700 63,799 33,347 905 34,252
Interest expense $ 39,804 11 39,815 19,614 3 19,617
Income tax $ 46,319 - 46,319 23,262 - 23,262
Identifiable assets $ 3,082,969 44,164 3,127,133 n/a n/a n/a
September 30, 1998
------------------
Total revenues $ 819,566 18,411 837,977 434,519 9,714 444,233
Depreciation/
amortization $ 46,038 1,638 47,676 23,926 698 24,624
Interest expense $ 36,628 7 36,635 17,983 1 17,984
Income tax $ 39,234 - 39,234 23,092 - 23,092
Identifiable assets $ 2,892,406 39,062 2,931,468 n/a n/a n/a
</TABLE>
11. SUBSEQUENT EVENTS
On November 1, 1999, AMERCO declared a cash dividend of $3,241,000
($0.53125 per preferred share) to preferred stockholders of record as of
November 11, 1999.
<PAGE> 21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Additional
written or oral forward-looking statements may be made by AMERCO from
time to time in filings with the Securities and Exchange Commission or
otherwise. Management believes such forward-looking statements are
within the meaning of the safe-harbor provisions. Such statements may
include, but not be limited to, projections of revenues, income or
loss, estimates of capital expenditures, plans for future operations,
products or services and financing needs or plans, as well as
assumptions relating to the foregoing. The words "believe", "expect",
"anticipate", "estimate", "project" and similar expressions identify
forward-looking statements, which speak only as of the date the
statement was made. Forward-looking statements are inherently subject
to risks and uncertainties, some of which cannot be predicted or
quantified. Future events and actual results could differ materially
from those set forth in, contemplated by or underlying the forward-
looking statements. The following disclosures, as well as other
statements in AMERCO's report and in the Notes to AMERCO's
Consolidated Financial Statements, describe factors, among others,
that could contribute to or cause such differences, or that could
affect AMERCO's stock price.
GENERAL
Information on industry segments is incorporated by reference
from "Item 1. Financial Statements - Notes 1, 3 and 10 of Notes to
Consolidated Financial Statements". The notes discuss the principles
of consolidation, summarized consolidated financial information and
industry segment and geographical area data, respectively. In
consolidation, all intersegment premiums are eliminated and the
benefits, losses and expenses are retained by the insurance companies.
RESULTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 1999 VERSUS SIX MONTHS ENDED SEPTEMBER
30, 1998
Moving and Storage Operations
Revenues consist of rental revenues and net sales. Total rental
revenue increased by $44.1 million to $643.0 million for the six
months ended September 30, 1999. Net revenues from the rental of
moving related equipment increased by $41.6 million. This increase is
primarily attributable to higher truck rental revenues. The growth in
truck rental revenue primarily reflects improved utilization and an
increase in the average revenue per transaction.
Net sales revenues were $110.1 million and $107.6 million for the
six months ended September 30, 1999 and 1998, respectively. Revenue
growth from the sale of moving support items (i.e. boxes, etc.), which
was up by 4.0% during the six months ended September 30, 1999, led to
the improvement.
Cost of sales was $62.7 million for the six months ended
September 30, 1999, which represents a marginal decrease from $62.9
million for the same period of the prior year.
Operating expenses before intercompany eliminations increased to
$476.5 million for the six months ended September 30, 1999 from $459.9
million for the six months ended September 30, 1998. Increased
expenditure levels for rental equipment maintenance and personnel due
to an increase in fleet size and inventory levels were primarily
responsible.
Lease expense was $63.6 million and $56.4 million for the six
months ended September 30, 1999 and 1998, respectively. This increase
reflects additional leasing activity over the past twelve months.
Net depreciation expense for the six months ended September 30,
1999 was $34.0 million, as compared to $26.3 million in the same
period of the prior year. The increase reflects an increase in
depreciation recognized on the rental truck fleet.
<PAGE> 22
Real Estate Operations
Rental revenue before intercompany eliminations was $36.5 million
for the six months ended September 30, 1999, compared to $37.3 million
for the six months ended September 30, 1998. Intercompany revenue was
$35.3 million and $36.2 million for the six months ended September 30,
1999 and 1998, respectively.
Net investment and interest income was $4.7 million for the six
months ended September 30, 1999 as compared to $1.4 million during the
same period of the prior year. This increase correlates to a
significant increase in average note and mortgage receivables
outstanding.
Operating expenses were $1.9 million for the six months ended
September 30, 1999 versus $3.0 million for the six months ended
September 30, 1998. Reduced building maintenance expense accounted
for the majority of the decline from the prior year.
Lease expense for the six months ended September 30, 1999 and
1998 was $0.6 million and $0.1 million, respectively. The increase
reflects payments under a synthetic lease facility being utilized to
develop storage properties.
Net depreciation expense for the six months ended September 30,
1999 was $4.6 million, as compared to $5.6 million in the same period
of the prior year. The decrease reflects higher gains from the
disposition of property and lower levels of depreciable assets.
Property and Casualty
Republic's premiums were $64.6 million and $65.3 million for the
six months ended June 30, 1999 and 1998, respectively. The decrease
in premium for 1999 as compared to 1998 resulted from the U-Haul
Liability programs in the rental industry, which decreased to $23.9
million from $28.8 million, respectively. This decrease results from
the restructuring of the U-Haul Business Auto General Liability
policy. The deductible was changed at April 1, 1999 from a flat
deductible to a 95% deductible. This reduced premiums by $3.5 million
for the six months ended June 30, 1999 as compared to 1998. The
impact of this change will result in an overall savings of $0.6
million in premium taxes for policy year 1999. Additionally, assumed
treaty reinsurance decreased to $20.9 million for the six months ended
June 30, 1999 as compared to $23.5 million for the six months
ended June 30, 1998 due to the 1998 Crop Hail premium accrued at
December 1998. Premiums for these programs are accrued during the
fourth quarter and are settled in the first quarter of the following
year. Direct multiple peril and general agency premium increased to
$11.6 million and $8.2 million, respectively, for the six months ended
June 30, 1999 compared to $9.8 million and $3.2 million, respectively,
for the six months ended June 30, 1998.
Net investment income was $16.3 million and $18.2 million for the
six months ended June 30, 1999 and 1998, respectively. The decrease
from 1998 to 1999 is attributable to a decrease in invested assets and
a lower yield on reinvested funds.
Benefits and losses were $53.7 million and $56.5 million for the
six months ended June 30, 1999 and 1998, respectively. The decrease
from 1998 to 1999 resulted from a decrease in the U-Haul Liability
programs for unpaid reported claims corresponding to the decrease in
premiums mentioned above.
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 six months ended June 30, 1999 and 1998
consisted of $6.8 million and $2.4 million, respectively. The
increase from 1998 to 1999 is due mainly to Republic's subsidiary
company's DAC expense, which increased to $1.9 million for the six
months ended June 30, 1999 from a negligible amount for the six months
ended June 30, 1998. Also contributing was a $1.5 million increase in
the nonaffiliated agents' expense. Field Underwriters increased due
to 1998 written and unearned premiums and Republic Western Specialty
Underwriters increased due to 1998 commission expenses relating to a
settlement agreement with the previous general agent. Additionally,
1999 assumed treaty reinsurance increased $0.9 million due to increased
1998 premium writings.
<PAGE> 23
Operating expenses were $15.4 million and $18.0 million for the
six months ended June 30, 1999 and 1998, respectively. Commissions
decreased to $8.5 million for the six months ended June 30, 1999
compared to $11.5 million for the six months ended June 30, 1998.
This is mainly attributable to Republic's subsidiary's DAC earned for
the six months ended June 30, 1999. No DAC for this subsidiary was
included for the six months ended June 30, 1998, as the subsidiary was
purchased in December 1998. Additionally, there was an increase in
the nonaffiliated agents' DAC expense mentioned above. Slightly
offsetting were increased lease expenses of $0.9 million for the six
months ended June 30, 1999 from $0.4 million for the six months ended
June 30, 1998. All other underwriting expenses consisted of $6.0
million and $6.1 million for the six months ended June 30, 1999 and
1998, respectively.
Operating profit before tax and intercompany elimination was $5.0
million and $6.5 million for the six months ended June 30, 1999 and
1998, respectively. This represents a decrease in 1999 of $1.5
million over 1998 and resulted mainly from decreased premium revenue
and investment income and increased underwriting expenses. Republic's
operating profit remains on plan to meet year end expectations.
Life Insurance
Net premiums were $47.2 million for the six months ended June 30,
1999 and $36.3 million for 1998. Oxford realized premium increases
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 $12.4 million.
Credit life and disability premiums grew $2.7 million from increased marketing
efforts. Both Oxford's recently acquired companies, North American Insurance
Company (NAI) and Safe Mate Life Insurance Company (Safe Mate), heavily market
credit life and disability insurance. Oxford began marketing a new single
premium whole life policy in 1998; this product accounted for $2.4 million of
new premiums. As expected, premiums decreased due to fewer annuitizations,
the termination of non-essential NAI lines and the sale of North American Fire
& Casualty Insurance Company at the end of 1998 to Republic. These changes
accounted for a $6.6 million decrease in premiums through the first six months
of 1999.
Net investment income before intercompany eliminations was $10.1
million for the six months ended June 30, 1999 and $9.4 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 NAI and Safe Mate.
Benefits incurred were $30.3 million and $23.5 million for
the six months ended June 30, 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 $8.9 million of
benefit variance. Oxford has experienced improved loss ratios in its
credit insurance products, partially offsetting the new Medicare
supplement benefits.
Amortization of DAC was $9.6 million and $6.4 million for the six
months ended June 30, 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 $11.0 million and $9.1 million for the
six months ended June 30, 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 $1.7
million in 1999. Commissions have increased $2.0 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
$6.5 million and $6.8 million for the six months ended June 30, 1999
and 1998, respectively. The decrease over the prior year is primarily
due to increased health loss ratios. This negative trend is being
corrected through statutory premium rate filings.
Interest Expense
Interest expense was $39.8 million for the six months ended
September 30, 1999, as compared to $36.6 million for the six months
ended September 30, 1998. The increase can be attributed to an
increase in average debt outstanding and a modest increase in the
average cost of debt.
<PAGE> 24
Consolidated Group
As a result of the foregoing, pretax earnings of $130.8 million
were realized in the six months ended September 30, 1999, as compared
to $112.6 million for the same period in 1998. After providing for
income taxes, net earnings for the six months ended September 30, 1999
were $84.4 million, as compared to $73.4 million for the same period
of the prior year.
QUARTERLY RESULTS
The following table presents unaudited quarterly results for the
ten quarters in the period beginning April 1, 1997 and ending
September 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, its results.
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 Sep 30
1999 1999
----------------------
(in thousands, except
share and per share data)
Total revenues $ 439,410 462,571
Net earnings 42,307 42,127
Weighted average common
shares outstanding
Basic 21,953,199 21,964,452
Diluted 22,953,199 22,131,119
Net earnings
per common share (1) (6)
Basic 1.77 1.77
Diluted 1.70 1.76
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) (6) 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)
<PAGE> 25
_______________
(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 $25 million, $50 million and $25 million of
Series B preferred stock in fiscal years 2000, 1999 and 1998, respectively.
<PAGE> 26
QUARTER ENDED SEPTEMBER 30, 1999 VERSUS QUARTER ENDED SEPTEMBER 30, 1998
Moving and Storage Operations
Revenues consist of rental revenues and net sales. Rental
revenue increased by $20.0 million to $337.5 million in the quarter
ended September 30, 1999. This increase reflects an $18.4 million
increase in revenues from the rental of moving related equipment
reflecting improved local truck utilization, higher average revenue
per transaction and higher truck rental inventory.
Net sales revenues were $52.5 million in the quarter ended
September 30, 1999 as compared to net sales of $51.3 million in the
quarter ended September 30, 1998. Revenue growth from the sale of
moving support items (i.e. boxes, etc.) and hitches led to the
majority of the increase during the quarter.
Cost of sales was $31.4 million in the quarter ended September
30, 1999, which represents an increase from $30.2 million for the same
period of the prior year. Rising material costs from the sale of
propane accounted from almost half of the increase.
Operating expenses before intercompany elimination increased to
$250.9 million in the quarter ended September 30, 1999 from $242.0
million in the quarter ended September 30, 1998. The increase
reflects higher personnel and rental equipment maintenance
expenditures associated with an increase in truck rental transactions
and inventory levels.
Net depreciation expense for the quarter ended September 30, 1999
was $17.2 million, as compared to $12.2 million in the same period of
the prior year. The increase reflects an increase in depreciation
recognized on the rental truck fleet.
Real Estate Operations
Rental revenue before intercompany eliminations was $18.3 million
in the quarter ended September 30, 1999, compared to $18.6 million in
the quarter ended September 30, 1998. Intercompany revenue was $17.7
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 September 30, 1999 as compared to $0.5 million in the
quarter ended September 30, 1998. This increase correlates to a
significant increase in average note and mortgage receivables
outstanding.
Operating expenses were $1.4 million in the quarter ended
September 30, 1999 versus $1.5 million in the quarter ended September
30, 1998. Reduced building maintenance expense accounted for the
majority of the decline from the prior year.
Lease expense was $0.6 million during the quarter ended September
30, 1999 versus a negligible amount during quarter ended September 30,
1998. The increase reflects payments under a synthetic lease facility
being utilized to develop storage properties.
Net depreciation expense for the quarter ended September 30, 1999
was $2.6 million, as compared to $2.1 million in the same period of
the prior year. The increase reflects lower gains from the disposition
of property.
<PAGE> 27
Property and Casualty
Republic's premiums for the quarters ended June 30, 1999 and 1998
were $30.8 million and $42.5 million, respectively. The premium
decrease in 1999 compared to 1998 resulted from the U-Haul Liability
programs in the rental industry, which decreased to $9.4 million from
$23.0 million, respectively. This decrease results from the
restructuring of the U-Haul Business Auto General Liability policy.
The deductible was changed at April 1, 1999 from a flat deductible to
a 95% deductible. This reduced premiums by $12.5 million for the
quarter ended June 30, 1999 as compared to 1998. The result of this
change will result in an overall savings of $0.6 million in premium
taxes for policy year 1999. Additionally, assumed treaty reinsurance
decreased to $11.0 million for the quarter ended June 30, 1999 as
compared to $13.0 million for the quarter ended June 30, 1998 due to a
decrease in writings as a result of canceled treaties not replaced in
1999. Direct multiple peril and general agency premiums increased to
$6.1 million and $4.3 million, respectively for the quarter ended June
30, 1999 compared to $4.9 million and $1.6 million, respectively for
the quarter ended June 30, 1998.
Net investment income was $8.2 million and $9.2 million for the
quarters ended June 30, 1999 and 1998, respectively. The decrease from
1998 to 1999 resulted from a decrease in invested assets and a lower
yield on reinvested funds.
Benefits and losses incurred were $25.4 million and $36.5 million
for the quarters ended June 30, 1999 and 1998, respectively. The
decrease from 1998 to 1999 is due to a decrease in the U-Haul
Liability programs for unpaid unreported claims corresponding to the
decrease in premiums mentioned above.
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
June 30, 1999 and 1998 consisted of $3.6 million and $0.6 million,
respectively. The increase from 1998 to 1999 is mainly due to
Republic's subsidiary company's DAC expenses, which increased to $1.1
million for the quarter ended June 30, 1999 from a negligible amount
for the quarter ended June 30, 1998. Also contributing was a $1.0
million increase in the nonaffiliated agents' expense. Field
Underwriting increased due to increased 1998 written and unearned
premiums and Republic Western Specialty Underwriters increased due to
1998 commission expenses relating to a settlement agreement with the
previous general agent. Additionally, 1999 assumed treaty reinsurance
increased $0.7 million from 1998 due to increased 1998 premium
writings.
Operating expenses were $6.9 million and $10.4 million for the
quarters ended June 30, 1999 and 1998, respectively. Commissions
decreased to $4.4 million for the quarter ended June 30, 1999,
compared to $7.1 million for the quarter ended June 30, 1998. This is
mainly attributable to Republic's subsidiary's DAC earned for the
quarter ended June 30, 1999. Since this subsidiary was purchased in
December 1998, there was no DAC included for the quarter ended June
30, 1998. Additionally, there was an increase in the nonaffiliated
agents' and assumed treaty reinsurance DAC which relates to the
increase in the expense mentioned above. Slightly offsetting were
increased lease expenses of $0.5 million for the quarter ended June
30, 1999 as compared to $0.2 million for the quarter ended June 30,
1998. All other underwriting expenses consisted of $2.0 million and
$3.1 million for the quarters ended June 30, 1999 and 1998,
respectively.
Operating profit before tax and intercompany elimination was $3.0
million and $4.3 million for the quarters ended June 30, 1999 and
1998, respectively. This represents a decrease in 1999 of $1.3
million over 1998 and resulted mainly from decreased premium revenue
and investment income, offset slightly by decreased underwriting
expenses.
<PAGE> 28
Life Insurance
Net premiums were $22.1 million for the quarter ended June 30,
1999 and $20.3 million for 1998. Oxford realized premium increases
in the areas of Medicare supplement, credit life and disability and single
premium whole life insurance products. In 1999, Oxford increased premium
over 1998 Medicare supplement premium through the reinsurance of a block of
policies and by adding direct premium through new programs; these increased
premiums by $2.2 million. Credit life and disability premiums remained
constant with production gains being offset by new ceding activities.
Production sales of Oxford's new single premium whole life policy increased
by $0.9 million in the second quarter compared to 1998. These increases were
offset by fewer reinsurance annuitizations in 1999 than 1998, leading
to $0.8 million less in annuity premium. In addition, there were $0.5
million in premium decreases for the second quarter resulting from the
planned termination of NAI products not part of Oxford's strategic
focus.
Net investment income before intercompany eliminations was $4.6
million for the quarter ended June 30, 1999 and $5.0 million for 1998.
This decrease is due to lower rates on short-term invested assets for
the quarter. Mortgage loan interest income dropped as the portfolio
decreased.
Benefits incurred were $14.9 million and $12.3 million for
the quarters ended June 30, 1999 and 1998, respectively. This
increase is primarily due to Medicare supplement benefits incurred.
These benefits are related to the new business recorded during the
last quarter of 1998. The new Medicare supplement reinsurance
accounted for $4.3 million of the increase. Annuity benefits
decreased $1.0 million in the period due to the decrease in
annuitizations in 1999 over 1998.
Amortization of DAC was $6.3 million and $3.6 million for the
quarters ended June 30, 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 $2.9 million and $6.4 million for the
quarters ended June 30, 1999 and 1998, respectively. From 1998, the
dynamic amortization of the purchase value of the policies acquired in
the Encore Financial, Inc. purchase has decreased in relation to the
short-term nature of the business that was in force. Commissions have
increased $1.1 million in 1999 in proportion to the increase in new
premiums. Compared to the second quarter in 1998, operating expenses
increased for the quarter by $1.1 million stemming from the
administration costs associated with new reinsurance contracts.
Operating profit before tax and intercompany eliminations was
$2.6 million and $3.0 million for the quarters ended June 30, 1999 and
1998, respectively. The decrease over prior year is primarily due to
higher loss ratios for the health products.
Interest Expense
Interest expense was $19.6 million for the quarter ended
September 30, 1999, as compared to $18.0 million for the quarter ended
September 30, 1998. The increase can be attributed to an increase in
average debt outstanding and a modest increase in the average cost of
debt.
Consolidated Group
As a result of the foregoing, pretax earnings were $65.4 million
during the quarter ended September 30, 1999, as compared to $65.3
million for the same period in 1998. After providing for income
taxes, net earnings for the quarter ended September 30, 1999 were
$42.1 million, as compared to $42.2 million for the same period of the
prior year.
<PAGE> 29
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 September 30, 1999, net
property, plant, and equipment represented approximately 62.6% of
total assets from non-insurance operations and approximately 42.2% of
consolidated assets. In the six months ended September 30, 1999,
capital expenditures were $182.7 million, as compared to $190.0
million in the six months ended September 30, 1998. These
expenditures primarily reflect the expansion of the rental truck
fleet. The capital required to fund these acquisitions was obtained
through internally generated funds from operations and through lease
financings.
Cash flow from operations was $149.2 million in the six months
ended September 30, 1999, as compared to $100.1 million in the six
months ended September 30, 1998. The increase results from a
combination of earnings growth, higher levels of depreciation and
amortization and changes in other operating assets and liabilities.
At September 30, 1999, total outstanding notes and loans payable
was $1,087.4 million as compared to $1,114.8 million at March 31, 1999.
Real Estate Operations
Cash provided by operating activities was $7.0 million for the
six months ended September 30, 1999. Cash used by operating
activities was $2.8 million for the six months ended September 30,
1998. The increase resulted from a combination of increased earnings
and changes in other operating assets and liabilities.
Property and Casualty
Cash flows used by operating activities were $6.6 million and
$8.8 million for the six months ended June 30, 1999 and 1998,
respectively. The 1999 to 1998 change resulted from decreased paid
losses recoverable and increased other liabilities offset by an
increase in other assets and the change in both unearned premium and
loss and loss expense reserves.
Republic's cash and cash equivalents and short-term investment
portfolio were $10.5 million and $2.9 million at June 30, 1999 and
1998, respectively. The increase from 1998 to 1999 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 96.1% 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 106.1% 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 was $213.6 million and $199.6 million at
June 30, 1999 and 1998, respectively. 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.
<PAGE> 30
Life Insurance
Oxford's primary sources of cash are premiums, receipts from
interest-sensitive products, and investment income. The primary uses
of cash are operating costs and benefit payments to policyholders.
Matching the investment portfolio to the cash flow demands of the
types of insurance being written is an important consideration.
Benefit and claim statistics are continually monitored to provide
projections of future cash requirements.
Cash flows provided by operating activities were $2.4 million for
the six months ended June 30, 1999 and 1998. Cash flows provided by
financing activities were approximately $0.3 million and $7.1 million
for the six months ended June 30, 1999 and 1998, respectively. 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 decrease in cash flows provided by financing
activities for the first six months of 1999 compared to the first six
months of 1998 is due to lower ratio of annuity deposits to
withdrawals.
In addition to cash flows from operating and financing
activities, a substantial amount of liquid funds is available through
Oxford's short-term portfolio. At June 30, 1999 and 1998, short-term
investments were $75.6 million and $22.0 million, respectively.
Management believes that the overall sources of liquidity will
continue to meet foreseeable cash needs.
Stockholder's equity of Oxford increased to $90.7 million in 1999
from $90.1 million in 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 $0.7 million at June 30, 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 ended March 31, 2000, 2001 and
2002, 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. As of September 30, 1999, AMERCO had $1,087.4 million
in total notes and loans payable outstanding and unutilized lines of
credit of approximately $225.0 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 September 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.
<PAGE> 31
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.
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. AMERCO's internal information technology
conversion phase is underway, with the testing phase going on at the
same time.
AMERCO has communicated with its major business partners to
determine the efforts being made on their part for compliance.
Electronic data interchange with critical vendors has been tested.
Testing has been completed with major banking partners and credit card
processors. Approximately 90% of major business partners have given
AMERCO written assurances that they will be Year 2000 compliant.
However, 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 calendar year end. AMERCO started with an
initial budget of $2.0 million; as the conversion process continued,
this amount was increased to $2.8 million. Through September 30,
1999, $2.5 million has been incurred for Year 2000 related work.
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 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 and direct processing of electronic
data is inhibited. AMERCO's contingency plan, to be used if a business partner
is not Year 2000 compliant, 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. AMERCO expects that the cost of
conducting business manually would not have a material impact on its financial
position. While AMERCO feels testing has been adequate and successful, 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.
<PAGE> 32
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to Part II, Item 7A, Quantitative and Qualitative
Disclosure About Market Risk, in AMERCO's Annual Report on Form 10-K for
the fiscal year ended March 31, 1999.
<PAGE> 33
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 24, 1997, five (5) current and/or former Moving Center
General Managers ("GM's") and one (1) Area Field Manager ("AFM") filed
suit in Marin County Superior Court, Case No. BC 203532, entitled
Sarah Saunders, et al. vs. U-Haul Company of California, Inc.,
- ---------------------- ----------------------------------
claiming that they were entitled to be compensated for all overtime
hours worked in excess of forty (40) hours per week. In addition,
these Plaintiffs sought class action status purporting to represent
all persons employed in California as either a salaried GM or AFM
since September 1993.
On September 30, 1997, a virtually identical lawsuit was filed in
Los Angeles County Superior Court, Case No. BC 178775, entitled
Wyatt Crandall vs. U-Haul International, Inc. and U-Haul Co. of California.
- -------------- -------------------------------------------------------
This action did not include AFMs, but did purport to be brought on
behalf of GMs and GM trainees.
These cases were consolidated by the Court in Los Angeles on
October 15, 1998. On June 10, 1999, Plaintiff's motion to certify the
AFMs as a class was denied and the motion to certify the GMs as a
class was granted. Notice of class certification was mailed on or
about August 24, 1999. The class opt-out period ended on October 11,
1999. AMERCO anticipates filing a motion to have the class de-
certified, but regardless of the class status of the case, management
does not expect the plaintiffs' damage claims to result in a material
loss to AMERCO.
Reference is made to Part II, Item 1, Legal Proceedings, in AMERCO's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
Reference is made to Part I, Item 1, Business, in AMERCO's Annual Report
on Form 10-K for the fiscal year ended March 31, 1999 for a discussion of
certain environmental proceedings.
<PAGE> 34
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1999 Annual Meeting of Stockholders was held August 27, 1999.
At the 1999 Annual Meeting of Stockholders, John P. Brogan and
James J. Grogan were elected to serve until the 2003 Annual Meeting of
Stockholders. Edward J. Shoen and Richard J. Herrera continue as
directors with terms that expire at the 2000 Annual Meeting of
Stockholders; John M. Dodds and James P. Shoen continue to serve as
directors with terms that expire at the 2001 Annual Meeting of Stockholders;
William E. Carty and Charles J. Bayer continue as directors with terms that
expire at the 2002 Annual Meeting of Stockholders.
The following table sets forth the votes cast for, against or
withheld, as well as the number of abstentions and broker non-votes
with respect to each matter voted on at the 1999 Annual Meeting of
Stockholders:
<TABLE>
<CAPTION>
Matters Votes Broker
Submitted Votes Cast Cast Votes Non-
To a Vote For Against Withheld Abstentions Votes
Election of Directors
<S> <C> <C> <C>
John P. Brogan 19,433,633 39,389 282,797 - -
James J. Grogan 19,277,200 38,437 440,182 - -
</TABLE>
<PAGE> 35
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
September 30, 1999.
_____________________________________
(1) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1992, file no. 1-11255.
(2) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1997, file no. 1-11255.
<PAGE> 36
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.
U-Haul International, Inc.
___________________________________
(Registrant)
Dated: November 8, 1999 By: /S/ DONALD W. MURNEY
___________________________________
Donald W. Murney, Treasurer
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-Q SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 49,635
<SECURITIES> 0
<RECEIVABLES> 403,048<F1>
<ALLOWANCES> 0
<INVENTORY> 76,328
<CURRENT-ASSETS> 0<F2>
<PP&E> 2,467,963
<DEPRECIATION> 1,149,666
<TOTAL-ASSETS> 3,127,133
<CURRENT-LIABILITIES> 0
<BONDS> 1,087,377
0
0
<COMMON> 10,563
<OTHER-SE> 653,525
<TOTAL-LIABILITY-AND-EQUITY> 3,127,133
<SALES> 110,121
<TOTAL-REVENUES> 901,981
<CGS> 62,734
<TOTAL-COSTS> 666,394
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,285
<INTEREST-EXPENSE> 39,815
<INCOME-PRETAX> 130,753
<INCOME-TAX> 46,319
<INCOME-CONTINUING> 84,434
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84,434
<EPS-BASIC> 3.53
<EPS-DILUTED> 3.46
<FN>
<F1>THE VALUE FOR RECEIVABLES REPRESENTS THEIR AMOUNT NET OF THEIR ALLOWANCES.
<F2>AN UNCLASSIFIED BALANCE SHEET EXISTS IN THE REGISTRANT'S FINANCIAL STATEMENTS.
</FN>
</TABLE>
