<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K - Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 1999
-----------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________________ to _______________________
Commission Registrant, State of Incorporation I.R.S. Employer
File Number Address and Telephone Number Identification No.
- ----------- ----------------------------------- ------------------
0-7862 AMERCO 88-0106815
(A Nevada Corporation)
1325 Airmotive Way, Suite 100
Reno, Nevada 89502-3239
Telephone (77502) 688-6300
2-38498 U-Haul International, Inc. 86-0663060
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Registrant Title of Class on Which Registered
- ---------- -------------- ---------------------
AMERCO Series A 8 1/2% New York Stock Exchange
Preferred Stock
U-Haul International, Inc. None
Securities registered pursuant to Section 12(g) of the Act:
Registrant Title of Class
---------- --------------
AMERCO Common
U-Haul International, Inc. None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
22,614,087 shares of AMERCO Common Stock, $0.25 par value, were
outstanding at June 24, 1999. The aggregate market value of AMERCO Common Stock
held by non-affiliates (i.e., stock held by persons other than officers,
directors and 5% shareholders of AMERCO was $168,032,116. The aggregate market
value was computed using the closing price for the Common Stock trading on
Nasdaq on June 21, 1999.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value,
were outstanding at June 24, 1999. None of these shares were held by non-
affiliates. U-Haul International, Inc. meets the conditions set forth in
General Instructions (I)(1)(a) and (b) of Form 10-K and is therefore filing this
Form with the reduced disclosure format.
Portions of AMERCO's Proxy Statement relating to its Annual Meeting of
Stockholders to be held on August 27, 1999, are incorporated by reference in
Part III hereof.
<PAGE> 2
TABLE OF CONTENTS
PAGE NO.
PART I
ITEM 1. BUSINESS...................................... 3
A. AMERCO................................... 3
B. HISTORY.................................. 3
C. MOVING AND STORAGE OPERATIONS............ 4
D. REAL ESTATE OPERATIONS................... 5
E. INSURANCE OPERATIONS..................... 6
ITEM 2. PROPERTIES.................................... 10
ITEM 3. LEGAL PROCEEDINGS............................. 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.............................. 10
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS............... 11
ITEM 6. SELECTED FINANCIAL DATA....................... 12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................... 14
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK............................. 24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.......................................... 25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE ................................... 25
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANTS............................... 25
ITEM 11. EXECUTIVE COMPENSATION........................ 25
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT......................... 25
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.................................. 25
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K............. 26
PART I
<PAGE> 3
ITEM 1. BUSINESS
A. AMERCO
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).
Throughout this Form 10-K, unless the context otherwise requires, the term
"AMERCO" includes all of its subsidiaries. AMERCO's executive offices are
located at 1325 Airmotive Way, Suite 100, Reno, Nevada 89502-3239, and the
telephone number is (775) 688-6300. As used in this Form 10-K, all references
to a fiscal year refer to AMERCO's fiscal year ended March 31 of that year.
Republic and Oxford are consolidated on the basis of calendar years ended
December 31. Accordingly, all references to the years 1998, 1997 and 1996
correspond to AMERCO's fiscal years 1999, 1998 and 1997, respectively. AMERCO
has four industry segments represented by Moving and Storage Operations
(U-Haul), Real Estate, Property and Casualty Insurance (Republic) and Life
Insurance (Oxford). See Note 21 of Notes to Consolidated Financial Statements
in Item 8 for financial information regarding the industry segments.
Moving and Storage Operations
Moving and self-storage operations consist of the rental of trucks and
trailers, sale of moving aids such as boxes and the rental of self-storage
spaces to the do-it-yourself mover. Operations are under the registered
tradename U-Haul<REGISTERED TRADEMARK> throughout the United States and Canada.
Real Estate Operations
Real Estate owns approximately 90% of U-Haul's real estate assets,
including U-Haul Center and Storage locations. The remainder of the real estate
assets are owned by various U-Haul entities. Real Estate is responsible for
managing all of the properties including the environmental risks of the
properties. Real Estate is responsible for the purchase of all properties used
by AMERCO or any of its subsidiaries. Real Estate also handles all the
dispositions (sale or lease) of unused real estate.
Property and Casualty Insurance
Republic originates and reinsures property and casualty-type insurance
products for various market participants, including independent third parties,
U-Haul's customers, independent dealers and AMERCO.
Life Insurance
Oxford originates and reinsures annuities, life, credit life and
disability, health and Medicare supplement insurance. Oxford also administers
the self-insured employee health and dental plans for AMERCO.
On November 21, 1997, Oxford purchased all of the issued and outstanding
shares of Encore Financial, Inc. and its subsidiaries (Encore). Encore's
primary subsidiary is North American Insurance Company (NAI). NAI's premium
volume is primarily from the sale of credit life and disability products, and
Medicare supplement insurance. NAI owns all of the issued and outstanding
common shares of North American Fire & Casualty Insurance Company, a property
and casualty company. In December 1998, North American Fire & Casualty
Insurance Company was sold to Republic.
On November 24, 1997, Oxford purchased all of the issued and outstanding
shares of Safe Mate Life Insurance Company (Safe Mate). As of November 1, 1998,
Safe Mate merged into Oxford. Safe Mate's business was the sale of credit life
and disability products.
B. HISTORY
U-Haul was founded in 1945 under the name "U-Haul Trailer Rental Company".
From 1945 to 1974, U-Haul rented trailers and, starting in 1959, trucks on a
one-way and In-Town<REGISTERED TRADEMARK> basis through independent dealers.
Since 1974, U-Haul has developed a network of owned rental centers (U-Haul
Centers) through which U-Haul rents its trucks and trailers and provides related
products and services (e.g., the sale and installation of hitches, as well as
the sale of boxes and moving supplies). At March 31, 1999, U-Haul's
distribution network included 1,100 U-Haul Centers and 14,700 independent
dealers.
<PAGE> 4
C. MOVING AND STORAGE OPERATIONS
Business Strategies
AMERCO's present business strategy remains focused on do-it-yourself moving
and self-storage customers. U-Haul believes that customer access, in terms of
truck or trailer availability and proximity of rental locations, is critical to
its success. Under the U-Haul name, this strategy is to offer, in an integrated
manner over an extensive and geographically diverse network of 15,800 Company-
owned Centers and independent dealers, a wide range of products and services to
do-it-yourself moving and self-storage customers.
Moving Operations
U-Haul has a variety of product offerings. Rental trucks are designed with
do-it-yourself customers in mind, and may include features such as
Low Decks<REGISTERED TRADEMARK>, air conditioning, power steering, automatic
transmissions, Gentle-Ride Suspensions<REGISTERED TRADEMARK>, AM/FM cassette
stereo systems and over-the-cab storage. Aerodynamically designed U-Haul
trailers are suited to the low profile of many newly manufactured automobiles.
As of March 31, 1999, the U-Haul rental equipment fleet consisted of 93,400
trucks, 79,100 trailers and 17,900 tow dollies. Additionally, U-Haul provides
support rental items such as furniture pads, hand trucks, Appliance
Dollies<TRADEMARK>, Utility Dollies<TRADEMARK>, mirrors, tow bars, floor
polishers, carpet cleaning equipment and bumper hitches.
Approximately 90% of U-Haul's rental revenue is from do-it-yourself movers.
Moving rentals include:
(i) In-Town<REGISTERED TRADEMARK> rentals, where the equipment is returned
to the originating U-Haul location and
(ii) one-way rentals, where the equipment is returned to a U-Haul location
in another city.
U-Haul's truck and trailer rental business tends to be seasonal, with
proportionally more transactions and revenues generated in the spring and summer
months than during the balance of the year.
U-Haul also sells a wide selection of moving aids that include boxes, tape
and packaging materials. U-Haul Centers also sell and install hitches and
towing systems, and sell propane.
U-Haul offers protection packages such as:
(i) Safemove<REGISTERED TRADEMARK> - which provides moving customers with
a damage waiver, cargo protection and medical and life coverage and
(ii) Safestor<REGISTERED TRADEMARK> - which provides self-storage rental
customers with various types of protection for their goods in storage.
Independent dealers receive U-Haul equipment on a consignment basis and are
paid a commission on gross revenues generated from their rentals. U-Haul
maintains contracts with its independent dealers that typically may be canceled
upon 30 days written notice by either party.
U-Haul designs and manufactures its truck van boxes, trailers and various
other support rental equipment items. The rental equipment is designed to
achieve high safety standards, simplicity of operation, reliability,
convenience, durability and fuel economy. Truck chassis are manufactured by
both foreign and domestic truck manufacturers. These chassis receive certain
post-delivery modifications and are joined with van boxes at strategically
located company owned manufacturing and assembly facilities in the United
States.
U-Haul services and maintains its trucks and trailers through an extensive
preventive-maintenance program, generally performed at company owned facilities
located at or near U-Haul Centers. Major repairs are performed either by the
chassis manufacturers' dealers or by company owned repair shops, and U-Haul
takes advantage of manufacturers' warranties.
Competition
The moving truck and trailer rental market is highly competitive and
dominated by national operators in both the In-Town<REGISTERED TRADEMARK> and
one-way markets. During the past two years, two major competitors combined.
Budget Rent-A-Car acquired Ryder TRS (Ryder Truck Rentals) as a subsidiary.
Management believes that there are two distinct users of rental trucks:
commercial users and do-it-yourself users. As noted above, U-Haul focuses on
<PAGE> 5
the do-it-yourself mover. U-Haul believes that the principal competitive
factors are convenience of rental locations, availability of quality rental
equipment and price.
Self-Storage Business
U-Haul entered the self-storage business in 1974 and since then has
increased the rentable square footage of its storage locations through the
acquisition of existing facilities and new construction. The remaining 10% of
U-Haul's rental revenue is generated from storage. In addition, U-Haul has
entered into management agreements to manage self-storage properties owned by
others. U-Haul has also entered into a strategic and financial partnership with
Private Mini Storage Realty, L.P., a Texas-based operator of 47 self-storage
properties.
Through over 900 owned or managed storage locations in the United States
and Canada, U-Haul offers for rent more than 27.3 million square feet of self-
storage space. U-Haul's self-storage facility locations range in sizes up to
152,000 square feet of storage space, with individual storage units in sizes
from 15 square feet to 400 square feet.
The primary market for storage rooms is the storage of household goods.
With the addition of over 10,400 storage rooms during fiscal 1999, average
occupancy rates were 81.7%, with modest seasonal variations. During fiscal
1999, delinquent rentals as a percentage of total storage rentals were
approximately 6.2%. U-Haul considers this rate to be satisfactory.
Competition
The primary competition for a U-Haul self-storage location is other storage
facilities within a three mile radius offering a comparative convenience to the
customer.
Employees
As of March 31, 1999, U-Haul's non-seasonal work force consisted of 14,400
full and part-time employees.
D. REAL ESTATE OPERATIONS
Real Estate Operations
Real Estate has responsibility for actively marketing properties available
for sale or lease. Real Estate is also responsible for managing any
environmental risks associated with AMERCO's real estate.
Environmental Matters
Compliance with environmental requirements of federal, state and local
governments significantly affects Real Estate's business operations. Among
other things, these requirements regulate the discharge of materials into the
water, air and land and govern the use and disposal of hazardous substances.
Real Estate is aware of issues regarding hazardous substances on the properties.
Real Estate regularly makes capital and operating expenditures to stay in
compliance with environmental laws. Since 1988, Real Estate has managed a
testing and removal program for underground storage tanks. Under this program,
over 3,000 tanks have been removed at a cost of $40.0 million.
Based upon the information currently available to Real Estate, compliance
with the environmental laws and its share of investigation and cleanup costs of
the hazardous waste sites, Real Estate is not expecting to incur losses with
respect to the known sites that would have a material adverse effect on AMERCO's
financial position or operating results.
Real Estate has been named as a "potentially responsible party" with
respect to disposal of hazardous waste at 16 federal and four state superfund
sites located in 15 states. Real Estate has entered into settlements for 18 of
the sites for de minimus amounts. One of these sites has been disputed by Real
Estate with no response for over six years and a second is in dispute over
statute of limitations restrictions.
A subsidiary of U-Haul, INW Company (INW), owns one property located within
two different state hazardous substance sites in the State of Washington. The
property is located in Yakima, Washington and is believed to contain elevated
levels of pesticide and other contaminants as a result of onsite operations
conducted by one or more former owners. The State of Washington has designated
the property as a state hazardous substance site known as the "Yakima Valley
Spray Site", and has named the subsidiary as a "potentially liable party" (PLP)
under state law with respect to this site. An enforcement order has been issued
to INW to conduct a remedial investigation and feasibility study (RI/FS) of the
<PAGE> 6
site. While the state has not, as yet, named any other PLPs at this site,
several other parties are participating in the RI/FS as the result of litigation
brought by INW. This RI/FS group retained an environmental consultant to
perform the work and the RI/FS consultant costs are being shared with INW paying
20% of the costs. The state has accepted the RI, but the FS has not been
completed due to the disputes over the determination of cleanup levels for the
site. The state has indicated that it plans on issuing an enforcement order to
INW concerning the conduct of remediation even though the FS has not been
completed. No agreement has been negotiated, as of this time, between INW and
other parties with respect to allocation of costs of remediation or of the
state's oversight costs at this site. The process of site assessment and
cleanup at the Yakima Valley Spray Site is ongoing and, based upon the
information currently available, INW is unable to reasonably assess the
potential future costs, but the costs could be substantial.
In addition, INW has been named by the State of Washington as a PLP along
with over 100 other PLPs with respect to another state-listed hazardous
substance site known as the "Yakima Railroad Area". The Yakima Valley Spray
Site is located within the Yakima Railroad Area. INW has been notified that the
Yakima Railroad Site involves potential groundwater contamination in an area of
approximately two square miles. INW has contested its designation as a PLP at
this site, but, at the date hereof, no formal ruling has been issued in this
matter.
In February 1992, the State of Washington issued an enforcement order to
INW and eight other parties requiring an interim remedial action and the
provision of bottled water to households that obtain drinking water from wells
within the Yakima Railroad Area. Without conceding any liability, INW and
several of the other PLPs implemented a bottled water program. Over the past
five years, INW has incurred an average annual expense of $720 for the bottled
water program. Utilizing grants of approximately $6.0 million from the
Washington Department of Ecology (WDOE), the local governments have expanded the
existing municipal water system throughout the Yakima Railroad Area and have
connected many of the residences receiving bottled water to the municipal water
supply. WDOE has reserved its rights concerning recovery of the funds for the
municipal water system expansion.
In addition, WDOE is conducting additional investigations of the scope and
extent of contamination within the Yakima Railroad Area. One facet of this
involves the sampling of all existing monitoring wells within the area,
including those at the Yakima Valley Spray Site. WDOE issued an enforcement
order to INW regarding such additional sampling. U-Haul expects there will be
costs associated with remedial measures to address the regional groundwater
contamination issue. The process of site assessment on the Yakima Railroad Area
is ongoing and, based upon the information currently available to INW, INW is
unable to reasonably assess the potential investigation and cleanup costs, but
the costs could be substantial. Moreover, the investigative and remedial costs
incurred by the State can be imposed upon INW and any other PLP as a joint and
several liability. At the date of this report, other than the imposition of the
bottled water program and ordering of site-specific actions at individual
properties within the Yakima Railroad Area, there has been no formal indication
from the State of Washington of its intentions regarding future cost recoveries
at the Yakima Railroad Area.
E. INSURANCE OPERATIONS
Business Strategies
Republic's principal business strategy is to provide specialty insurance
for personal, commercial and reinsurance markets. Republic focuses on selected
regional and under-served customers through managing general agents, independent
agents and brokers.
Oxford's business strategy is long-term capital growth through direct
writing of annuity, credit life and disability, universal life and Medicare
supplement insurance. Currently, Oxford is pursuing this growth strategy of
increased direct writing via acquisitions of small insurance companies, expanded
distribution channels and product enhancement and diversity. The acquisition of
North American Insurance Company and Safe Mate Life Insurance Company in 1997
represent a significant movement toward this long-term goal. Oxford has
significantly expanded its distribution channels and administrative capabilities
through these acquisitions.
Investments
Republic and Oxford investments must comply with the insurance laws of the
State of domicile. These laws prescribe the type, quality and concentration of
investments that may be made. Moreover, in order to be considered an acceptable
reinsurer by cedents and intermediaries, a reinsurer must offer financial
security. The quality and liquidity of invested assets are important
considerations in determining such security.
<PAGE> 7
The investment philosophies of Republic and Oxford emphasize protection of
principal through the purchase of investment grade fixed-income securities.
Approximately 95.7% of Republic's and 92.3% of Oxford's fixed-income securities
consist of investment grade securities (NAIC-2 or greater). The maturity
distributions are designed to provide sufficient liquidity to meet future cash
needs.
Reinsurance
Republic and Oxford assume and cede insurance from and to other insurers
and members of various reinsurance pools and associations. Reinsurance
arrangements are utilized to provide greater diversification of risk and to
minimize exposure on large risks. However, the original insurer retains primary
liability to the policyholder should the assuming insurer not be able to meet
its obligations under the reinsurance agreements.
Regulation
Republic and Oxford are subject to regulation throughout the United States.
The regulation extends to such matters as licensing companies and agents,
restricting the types, quality or quantity of investments, regulating capital
and surplus and actuarial reserve maintenance, setting solvency standards,
filing of annual and other reports on financial position, and regulating trade
practices. State laws also regulate transactions and dividends between an
insurance company and its parent or affiliates, and generally require prior
approval or notification for any change in control of the insurance subsidiary.
Republic's unpaid loss and loss expenses are certified annually by an
independent actuarial consulting firm as required by state regulation.
In the past few years, the insurance and reinsurance regulatory framework
has been subjected to increased scrutiny by the National Association of
Insurance Commissioners (the NAIC), federal and state legislatures and insurance
regulators. These regulators are considering increased regulations, with an
emphasis on insurance company investment and solvency issues. It is not
possible to predict the future impact of changing state and federal regulations
on the operations of Republic and Oxford.
Republic and Oxford are in compliance with NAIC minimum risk-based
capitalization (RBC) requirements for insurance companies as of December 31,
1998.
Competition
The highly competitive insurance industry includes a large number of
property and casualty insurance companies and life insurance companies. Many
competitors have been in business for a longer period of time or possess
substantially greater financial resources. Competition in the insurance
business is based upon price, product design and services rendered to producers
and policyholders.
Employees
Republic's non-seasonal work force consists of 340 full and part-time
employees.
Oxford's non-seasonal work force consists of 120 full and part-time
employees.
Life Insurance
Oxford offers annuities, life, credit life and disability, and Medicare
supplement insurance products, both as a direct writer and as an assuming
reinsurer. In addition, Oxford administers self-insured group health and dental
plans for AMERCO. Reinsurance arrangements are entered into with unaffiliated
reinsurers. Oxford's subsidiary, North American Insurance Company underwrites
credit life and disability, and Medicare Supplement insurance.
Property and Casualty
Republic's business activities consist of three basic areas: U-Haul,
direct and assumed reinsurance underwriting. U-Haul underwritings include
coverage for U-Haul customers, independent dealers and employees of AMERCO. For
the year ended December 31, 1998, approximately 29.8% of Republic's written
premiums resulted from U-Haul underwriting activities. Republic's direct
underwriting is done through company-employed underwriters and selected general
agents. The products provided include liability coverage for rental vehicle
lessees, storage rental properties, coverage for commercial multiple peril,
nonstandard auto, mobile homes and excess workers' compensation. Republic's
assumed reinsurance underwriting is done via broker markets. In an effort to
decrease risk and avoid situations, Republic has entered into various
catastrophe cover policies to limit its exposure. Furthermore, Republic is not
writing insurance coverage specifically for hurricanes or earthquakes.
Republic's liability for reported and unreported losses is based on company
historical and industry averages. Unpaid loss adjustment expenses are based on
historical ratios of loss adjustment expenses paid to losses paid. The
<PAGE> 8
liability for unpaid claims and unpaid claims expenses represents estimates of
the amount necessary to settle all claims as of the statement date. Both
reported and unreported losses are included in the liability. Republic updates
the liability estimate as additional facts regarding claim costs become
available. These estimates are subject to uncertainty and variation due to
numerous factors. In estimating reserves, no attempt is made to isolate
inflation from the combined effect of other factors including inflation. Unpaid
losses and unpaid loss expenses are not discounted.
Activity in the liability for unpaid claims and claim adjustment expenses
is summarized as follows:
1998 1997 1996
---------------------------
(in thousands)
Balance at January 1 $ 384,816 332,674 341,981
Less reinsurance recoverable 75,286 60,319 73,873
---------------------------
Net balance at January 1 309,530 272,355 268,108
Incurred related to:
Current year 116,069 132,291 112,394
Prior years (8,827) 23,192 11,527
---------------------------
Total incurred 107,242 155,483 123,921
Paid related to:
Current year 36,407 28,972 30,633
Prior years 103,752 89,336 89,041
---------------------------
Total paid 140,159 118,308 119,674
Net balance at December 31 276,613 309,530 272,355
Plus reinsurance recoverable 68,135 75,286 60,319
---------------------------
Balance at December 31 $ 344,748 384,816 332,674
===========================
As a result of changes in estimates of insured events in prior years, the
provision for unpaid loss and loss adjustment expenses (net of reinsurance
recoveries of $29.9 million) decreased by $8.8 million in 1998.
The table on page 9 illustrates the change in unpaid loss and loss
adjustment expenses. First line - reserves as originally reported at the end of
the stated year. Second section, reading down, - cumulative amounts paid as of
the end of successive years with respect to that reserve. Third section,
reading down, - revised estimates of the original recorded reserve as of the end
of successive years. Last section - compares the latest revised estimated
reserve amount to the reserve amount as originally established. This last
section is cumulative and should not be summed.
<PAGE> 9
<TABLE>
<CAPTION>
Unpaid Loss and Loss Adjustment Expenses
December 31
- -------------------------------------------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
----------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unpaid Loss and Loss
Adjustment Expenses: $199,380 207,939 226,324 236,019 238,762 314,482 329,741 341,981 332,674 384,816 344,748
Paid (Cumulative)
as of:
One year later 59,111 50,992 55,128 65,532 83,923 70,382 86,796 89,041 89,336 103,752
Two years later 89,850 87,850 97,014 105,432 123,310 115,467 139,247 150,001 161,613
Three years later 114,979 116,043 120,994 126,390 153,030 146,640 173,787 195,855
Four years later 133,466 132,703 133,338 143,433 173,841 166,068 198,434
Five years later 145,864 142,159 144,764 153,730 181,677 181,174
Six years later 153,705 151,227 152,424 160,875 191,938
Seven years later 161,498 158,043 157,979 168,975
Eight years later 167,224 162,038 163,860
Nine years later 170,749 167,122
Ten years later 175,423
Reserve Reestimated
as of:
One year later 200,888 206,701 229,447 231,779 251,450 321,058 338,033 353,508 354,776 354,185
Two years later 202,687 206,219 221,450 224,783 254,532 323,368 340,732 369,852 342,164
Three years later 203,343 199,925 211,998 223,403 253,844 309,936 349,459 328,445
Four years later 199,304 198,986 207,642 214,854 231,536 317,687 302,808
Five years later 200,050 197,890 200,629 198,320 239,888 267,005
Six years later 198,001 194,601 189,601 210,872 263,843
Seven years later 197,112 189,175 200,556 231,407
Eight years later 195,522 199,075 217,005
Nine years later 204,442 212,331
Ten years later 214,081
Cumulative Redundancy
(Deficiency) $(14,701) (4,392) 9,319 4,612 (25,081) 47,477 26,933 13,536 (9,490) 30,631
Retro Premium
Recoverable $ 11,010 10,519 7,463 2,667 (750) 6,077 9,393 8,132 13,974 10,936
Reestimated Reserve:
Amount (Cumulative) $ (3,691) 6,127 16,782 7,279 (25,831) 53,554 36,326 21,668 4,484 41,567
</TABLE>
<PAGE> 10
ITEM 2. PROPERTIES
AMERCO subsidiaries own property, plant and equipment that are utilized in
the manufacture, repair and rental of U-Haul equipment and that provide offices
for U-Haul. Such facilities exist throughout the United States and Canada. The
majority of land and buildings used by U-Haul is owned in fee and is
substantially unencumbered. U-Haul also manages storage facilities owned by
others. In addition, U-Haul owns certain real estate not currently used in its
operations. U-Haul operates 1,100 U-Haul Centers (including Company-owned
storage locations), manages 172 storage centers and operates 12 manufacturing
and assembly facilities. U-Haul also operates 125 repair facilities located at
or near a U-Haul Center.
ITEM 3. LEGAL PROCEEDINGS
See Note 15 of Notes to Consolidated Financial Statements in Item 8 for
disclosure of the action in the Superior Court of the State of Arizona, Maricopa
County, entitled Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et al., No.
--------------------------------------------------------
CV88-20139, instituted August 2, 1988 and the resulting bankruptcy proceedings
(the "Shoen Litigation").
On September 7, 1995, Paul F. Shoen, a major stockholder of AMERCO filed a
complaint in the Ninth Judicial District Court of the State of Nevada, Douglas
County, entitled Paul F. Shoen v. AMERCO, Case No. 95-CV-0227. The complaint,
-----------------------
as amended on March 9, 1998, alleged that by failing to reimburse him for
expenses, including attorneys' fees and other charges, incurred by him in the
Shoen Litigation and the subsequent bankruptcy proceedings, AMERCO breached his
indemnification agreement with AMERCO. Mr. Shoen alleged that AMERCO caused
damages and sought additional amounts to be alleged at trial. By agreement of
the parties, the case was referred to an independent counsel for resolution on
January 29, 1999. The independent counsel awarded Mr. Shoen $810 thousand of
the $1.2 million that he sought. On or about June 1, 1999, the determination of
the independent counsel became final and AMERCO agreed to pay Mr. Shoen such
amount, plus approximately $175 thousand in accrued interest and expenses.
In the normal course of business, AMERCO is a defendant in a number of
suits and claims. AMERCO is also a party to several administrative proceedings
arising from state and local provisions that regulate the removal and/or cleanup
of underground fuel storage tanks. It is the opinion of management that none of
the suits, claims or proceedings involving AMERCO, individually or in the
aggregate, are expected to result in a material loss. See "Item 1. Business -
Environmental Matters".
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the security holders during the fourth
quarter of the fiscal year covered by this report, through the solicitation of
proxies or otherwise.
<PAGE> 11
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of June 24, 1999, there were approximately 3,500 holders of record of
AMERCO's Common Stock.
AMERCO's Common Stock has been traded on Nasdaq National Market (Nasdaq)
since November 1994 under the symbol "UHAL". The following table sets forth the
high and low closing prices of the common stock of AMERCO trading on Nasdaq for
the periods indicated.
For the Years Ended March 31,
---------------------------------------------
1999 1998
---------------------------------------------
High Low High Low
---------------------------------------------
First quarter 33 9/16 28 5/8 32 23 1/2
Second quarter 29 1/2 21 1/8 31 7/8 26 1/2
Third quarter 29 20 1/8 35 7/8 24 1/2
Fourth quarter 29 20 11/16 31 24 1/4
AMERCO has not declared any cash dividends to common stockholders for the
two most recent fiscal years.
AMERCO does not have a formal dividend policy. AMERCO's Board of Directors
periodically considers the advisability of declaring and paying dividends in
light of existing circumstances. See Note 20 of Notes to Consolidated Financial
Statements in Item 8 for a discussion of certain statutory restrictions on the
ability of the insurance subsidiaries to pay dividends to AMERCO.
See Note 16 of Notes to Consolidated Financial Statements in Item 8 for a
discussion of AMERCO's non-cash dividends. See Note 6 of Notes to Consolidated
Financial Statements in Item 8 for a discussion of changes to common shares
outstanding.
The common stock of U-Haul is wholly-owned by AMERCO. As a result, no
active trading market exists for the purchase and sale of such common stock. No
cash dividends were declared to AMERCO by U-Haul during the two most recent
fiscal years.
<PAGE> 12
<TABLE>
<CAPTION>
ITEM 6. SELECTED FINANCIAL DATA
AMERCO AND CONSOLIDATED SUBSIDIARIES
For the Years Ended March 31,
--------------------------------------------------------------------
1999 1998 1997 1996 1995
--------------------------------------------------------------------
(in thousands, except share, per share data and ratios)
<S> <C> <C> <C> <C> <C>
Summary of Operations:
Rental and net sales $ 1,255,493 1,194,948 1,146,751 1,107,782 1,067,916
Premiums, net investment and interest income 296,439 229,661 238,628 217,309 186,761
---------- --------- --------- --------- ---------
1,551,932 1,424,609 1,385,379 1,325,091 1,254,677
---------- --------- --------- --------- ---------
Operating expenses
and cost of sales (3) (7) 992,081 919,637 882,472 853,427 722,099
Benefits, losses and amortization of
deferred acquisition costs 196,775 189,770 190,623 154,795 156,008
Lease expense 118,742 89,879 85,973 69,097 66,487
Depreciation, net (4) 73,066 69,655 66,742 83,989 148,018
---------- --------- --------- --------- ---------
1,380,664 1,268,941 1,225,810 1,161,308 1,092,612
---------- --------- --------- --------- ---------
Earnings from operations 171,268 155,668 159,569 163,783 162,065
Interest expense 73,658 79,369 76,041 67,557 68,609
---------- --------- --------- --------- ---------
Pretax earnings 97,610 76,299 83,528 96,226 93,456
Income tax expense (35,101) (27,643) (29,344) (35,832) (33,424)
---------- --------- --------- --------- ---------
Earnings from operations before
extraordinary loss on early
extinguishment of debt 62,509 48,656 54,184 60,394 60,032
Extraordinary loss on early
extinguishment of debt, net (5) - (13,672) (2,319) - -
---------- --------- --------- --------- ---------
Net earnings $ 62,509 34,984 51,865 60,394 60,032
========== ========= ========= ========= =========
Earnings per common share
(both basic and diluted):
Earnings from operations before
extraordinary loss on early
extinguishment of debt per
common share (2) (6) (10) (11) $ 2.07 1.28 1.44 1.33 1.23
Net earnings (2) (6)
(10) (11) 2.07 .66 1.35 1.33 1.23
Weighted average common shares
outstanding (6) 21,937,686 21,896,101 25,479,651 35,736,335 38,190,552
Cash dividends declared:
Preferred stock $ 17,414 20,766 16,875 12,964 12,964
Common stock - - - - -
Ratio of earnings to fixed charges (1) 1.73 1.56 1.64 1.90 1.87
<PAGE> 13
<CAPTION>
ITEM 6. SELECTED FINANCIAL DATA, continued
AMERCO AND CONSOLIDATED SUBSIDIARIES
For the Years Ended March 31,
--------------------------------------------------------------------
1999 1998 1997 1996 1995
--------------------------------------------------------------------
(in thousands, except share, per share data and ratios)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Property, plant and
equipment, net $ 1,294,824 1,275,756 1,247,066 1,316,715 1,274,246
Total assets 3,087,503 2,913,277 2,718,994 2,823,407 2,605,989
Notes and loans payable 1,114,748 1,025,323 983,550 998,220 881,222
Stockholders' equity (6) (10) (11) (12) 616,025 595,059 602,320 649,548 686,784
Other information:
EBITDAR (8) 404,112 359,369 339,906 335,307 392,442
Operating profit margin (9) 13.6% 13.0% 13.6% 14.1% 14.7%
(1) For purposes of computing the ratio of earnings to fixed charges, "earnings" consists of pretax earnings from operations
plus total fixed charges excluding interest capitalized during the period and "fixed charges" consists of interest
expense, preferred stock dividends, capitalized interest, amortization of debt expense and discounts and one-third of the
Company's annual rental expense (which AMERCO believes is a reasonable approximation of the interest factor of such
rentals).
(2) Earnings and net earnings per common share were computed after giving effect to the dividends on the Company's Series B
floating rate stock for the years ended March 31, 1999, 1998 and 1997.
(3) Reflects the adoption of Statement of Position 93-7, "Reporting on Advertising Costs" during the year ended March 31, 1996.
(4) Reflects the change in estimated residual value during the years ended March 31, 1998 and 1996.
(5) See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations".
(6) Reflects the acquisition of treasury shares acquired pursuant to the Shoen Litigation as discussed in "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Stockholder Litigation".
(7) Reflects the adoption of Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use" during the year ended March 31, 1998.
(8) EBITDAR is defined as earnings before interest expense, taxes, depreciation, amortization and lease expense (100%).
EBITDAR is presented because we believe it is a widely accepted financial indicator of an entity's ability to incur and
service debt.
(9) Operating profit margin - Earnings from operations plus 1/3 lease expense divided by total revenues.
(10) Reflects the early extinguishment of debt with notional amounts totaling $76.0 million and $255.0 million during fiscal
year 1998.
(11) Reflects the early extinguishment of debt and long-term notes with notional amounts totaling $76.3 million and $86.2
million, res[ectively, during fiscal year 1997.
(12) Reflects the redemption of $50 million and $25 million of Series B Prefered Stock in fiscal years 1999 and 1998, respectively.
<PAGE> 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This report contains forward looking statements. Additional written or
oral forward-looking statements may be made by AMERCO from time to time in
filings with the Securities and Exchange Commission or otherwise. Such forward-
looking statements are within the meaning of that term in Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements may include, but not be limited to, projections of
revenues, income or loss, estimates of capital expenditures, plans for future
operations, products or services and financing needs or plans, as well as
assumptions relating to the foregoing. The words "believe", "expect",
"anticipate", "estimate", "project" and similar expressions identify forward
looking statements, which speak only as of the date the statement was made.
Forward looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from those set forth in, contemplated by or
underlying the forward looking statements. The following disclosures, as well
as other statements in AMERCO's report and in the Notes to AMERCO's Consolidated
Financial Statements, describe factors, among others, that could contribute to
or cause such differences, or that could affect AMERCO's stock price.
General
Information on fiscal year and industry segments is incorporated by
reference to "Item 8. Financial Statements and Supplementary Data - Notes 1, 20
and 21 of Notes to Consolidated Financial Statements". The notes discuss the
principles of consolidation, summarized consolidated financial information and
industry segment and geographic area data, respectively. In consolidation, all
intersegment premiums are eliminated and the benefits, losses and expenses are
retained by the insurance companies.
Liquidity and Capital Resources
Net Cash Provided by Operating Activities
Net cash provided by Operating Activities was $159.5 million, $180.6
million and $154.2 million in fiscal years 1999, 1998 and 1997, respectively.
Details by material segment follows:
Moving and Storage Operations
Cash provided (used) by operating activities was $128.5 million, $109.8
million and $(127.8) million in fiscal years 1999, 1998 and 1997, respectively.
The increase from fiscal year 1998 to fiscal year 1999 is partially due to an
increase in net income. The increase from fiscal year 1997 to fiscal year 1998
is attributed to a paydown of the intercompany payables during fiscal year 1997.
Real Estate Operations
Cash provided by operating activities was $38.0 million, $92.5 million and
$52.4 million in fiscal years 1999, 1998 and 1997, respectively. In fiscal year
1999, proceeds received from the sale of real estate was used to paydown the
intercompany payable. The increase in fiscal year 1998 was due to an increase
in the intercompany payable.
Property and Casualty
Cash provided (used) by operating activities was $(21.7) million, $23.8
million and $15.0 million for the years ended December 31, 1998, 1997 and 1996,
respectively. The 1998 to 1997 change resulted mainly from an increase in paid
losses recoverable and the change in loss and loss expense reserves partially
offset by increased net income and decreased accounts receivable. The 1997 to
1996 change resulted mainly from decreased due from affiliates and the change in
reserves partially offset by decreased net income and increased accounts
receivable.
Republic's cash and cash equivalents and short-term investment portfolio
were $6.1 million, $16.3 million and $30.8 million at December 31, 1998, 1997
and 1996, respectively. This balance reflects funds in transition from maturity
proceeds to long-term investments. 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.
<PAGE> 15
Life Insurance
Cash provided by operating activities was $34.6 million, $8.2 million and
$16.5 million for the years ended December 31, 1998, 1997 and 1996,
respectively. The increase in cash flows from operating activities in fiscal
year 1999 relates to the increased premium production in the credit insurance
and Medicare supplement areas. The decrease in cash flows from operating
activities in 1998 relates to decreased annuity deposits.
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.
In addition to cash flows from operating and financing activities, a
substantial amount of liquid funds is available through Oxford's short-term
portfolio. Short-term investments aggregated $63.1 million, $13.4 million and
$4.5 million at December 31, 1998, 1997 and 1996, respectively. Management
believes that the overall sources of liquidity will continue to meet foreseeable
cash needs.
Consolidated Group
To meet the needs of its customers, U-Haul must maintain a large inventory
of fixed asset rental items. At March 31, 1999, net property, plant and
equipment represented approximately 63.2% of total U-Haul assets and
approximately 41.9% of consolidated assets. In fiscal 1999, gross capital
expenditures for property, plant and equipment were $298.5 million, as compared
to $392.3 million and $203.9 million in fiscal 1998 and 1997, respectively.
These expenditures primarily reflect the replacement of certain rental trucks
and trailers. The capital needs required to fund these acquisitions were funded
with internally generated funds from operations and lease financings.
During each of the fiscal years ending 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 a potential range of $30-$115 million in annual long-
term debt maturities, are expected to create annual average funding needs of
approximately $325-$375 million. Management estimates that U-Haul will fund
100% of these requirements with leases and internally generated funds, including
proceeds from the disposition of older trucks and other asset sales.
Moving and Storage Operations
Moving and storage stockholders' equity was $384.7 million, $342.9 million
and $305.5 million in fiscal years 1999, 1998 and 1997, respectively. The
increase in fiscal year 1999 was due to earnings and to the sale of property to
a related party recorded to the Consolidated Statements of Changes in
Stockholders' Equity in addition to increased earnings. The increase in fiscal
year 1998 and 1997 was due to increased earnings.
Real Estate Operations
Real estate stockholders' equity was $79.5 million, $45.5 million and $38.6
million in fiscal years 1999, 1998 and 1997, respectively. The increase in
fiscal year 1999 was due to earnings and to the sale of property to a related
party recorded to the Consolidated Statements of Changes in Stockholders' Equity
in addition to increased earnings. The increase in fiscal year 1998 and 1997
was due to increased earnings.
Property and Casualty
Republic maintains a diversified securities investment portfolio, primarily
in bonds at varying maturity levels with 95.7% 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 106.6% of total
liabilities.
Republic's stockholders' equity was $211.4 million, $195.4 million and
$192.3 million at December 31, 1998, 1997 and 1996, 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> 16
Life Insurance
Oxford's stockholders' equity was $93.6 million, $85.8 million and $75.3
million in 1998, 1997 and 1996, respectively. Oxford did not pay dividends to
its parent during 1998 or 1997.
Applicable laws and regulations of the State of Arizona require Republic
and Oxford to maintain minimum capital determined in accordance with statutory
accounting practices. With respect to Republic, such amount is $1.0 million,
with respect to Oxford the amount is $400 thousand. In addition, the amount of
dividends that can be paid to stockholders by insurance companies domiciled in
the State of Arizona is limited. Any dividend in excess of the limit requires
prior regulatory approval. Statutory surplus which can be distributed as
dividends without regulatory approval at December 31, 1998 is $166.0 million and
$5.3 million for Republic, and Oxford, respectively at December 31, 1998. These
restrictions are not expected to have a material adverse effect on the ability
of the Company to meet its cash obligations. Oxford issued a surplus note to
AMERCO on December 31, 1998 for $10.0 million, approval by the Arizona
Department of Insurance is required prior to payment of principal and interest.
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. To finance
its fleet of trucks and trailers, U-Haul routinely enters into sale and
leaseback transactions. As of March 31, 1999, AMERCO had $1,114.7 million in
total notes and loans outstanding and unutilized committed lines of credit of
approximately $103.0 million.
Certain of AMERCO's credit agreements contain restrictive financial and
other covenants, including, among others, covenants with respect to incurring
additional indebtedness, issuing mandatory repayment preferred stock,
maintaining certain financial ratios and placing certain additional liens on its
properties and assets. At March 31, 1999, AMERCO was in compliance with these
covenants.
Results of Operations - Consolidated
Rental Revenue
Rental revenue, net of commission expense was $1,074.2 million, $1,018.7
million and $973.8 million in fiscal years 1999, 1998 and 1997, respectively.
Details by material segment follow:
Moving and Storage Operations
Rental revenue was $1,072.1 million, $1,016.2 million and $971.3 million in
fiscal years 1999, 1998 and 1997, respectively. The increase from fiscal year
1998 to fiscal year 1999 was primarily due to the growth in truck rental
revenues which benefited from transactional growth reflecting increased
utilization. The increase from fiscal year 1997 to fiscal year 1998 also
reflects a growth in truck rental revenues benefiting from transactional growth
and reflects a higher average revenue per transaction.
Real Estate Operations
Rental revenue before intercompany eliminations were $74.0 million, $69.9
million and $68.1 million in fiscal years 1999, 1998 and 1997, respectively.
Intercompany rental revenue was $71.9 million, $67.4 million and $65.6 million
in fiscal years 1999, 1998 and 1997, respectively. The increase from fiscal
year 1998 to fiscal year 1999 reflects the addition of new system operating
companies.
Net Sales
Net sales revenues were $181.3 million, $176.2 million and $173.0 million
in fiscal years 1999, 1998 and 1997, respectively. Revenue growth from the sale
of moving support items (i.e. boxes, etc.) and propane resulted in the increase
during both years.
Premiums
Premium revenues, after intercompany eliminations, were $226.8 million in
fiscal 1999, $164.6 million in fiscal 1998 and $163.6 million in fiscal 1997.
Details by material segment follow:
Property and Casualty
Premium revenues, before intercompany eliminations, were $145.3 million,
$155.9 million and $156.5 million for the years ended December 31, 1998, 1997
and 1996, respectively. The 1998 premium decrease resulted from U-Haul
<PAGE> 17
Liability programs in the rental industry, which decreased to $66.6 million
during 1998 from $84.5 million during 1997 and $83.9 million during 1996. This
decrease in premiums resulted from an increase in the deductible and
correspondingly decreased 1998 premium taxes by $0.3 million from 1997. The
change in premium did not result in a change in the coverage offered to U-Haul.
General agency premium of $6.5 million for 1998 increased from the $5.8 million
for 1997, but decreased from the $8.8 million for 1996. This was due to the
cancellation of a general agency agreement, a portion of which is now being
written through another agent. Direct multiple peril premium increased to $21.0
million at December 31, 1998 compared to $16.5 million and $15.9 million for
1997 and 1996, respectively. Assumed treaty reinsurance increased to $51.2
million for the year ended December 31, 1998 as compared to $49.1 million and
$47.8 million at December 31, 1997 and 1996, respectively. The increase in
assumed treaty reinsurance is primarily in short-tail property coverage.
Life Insurance
Premium revenues, before intercompany eliminations, were $94.5 million,
$29.7 million and $27.8 million for the years ended December 31, 1998, 1997 and
1996, respectively. During 1998, Oxford realized premium increases from 1997
and 1996 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 from the acquisition of NAI in 1997, increasing premiums by $31.7
million. Credit life and disability premiums grew $27.2 million from the
acquisition of NAI and Safe Mate. Both of the acquired companies heavily market
credit life and disability insurance. Oxford began marketing a new single
premium whole life policy in 1998; this product accounted for $2.6 million of
new premiums.
Net Investment and Interest Income
Net investment and interest income was $69.6 million, $65.0 million and
$75.0 million in fiscal years 1999, 1998 and 1997, respectively. Details by
material segment follow:
Moving and Storage Operations
Interest income was $12.9 million, $13.1 million and $23.0 million in
fiscal years 1999, 1998 and 1997, respectively. The decrease in interest
reflects the sale of notes receivable during fiscal year 1997.
Real Estate Operations
Net investment and interest income was $4.5 million, $600 thousand and
$1.8 million in fiscal years 1999, 1998 and 1997, respectively. The increase in
fiscal year 1999 was due to the realized gain on the sale of property acquired
through foreclosure. Also contributing to the increase was interest income
received on notes receivable. The decrease in fiscal year 1998 reflects a lower
average notes receivable balance.
Property and Casualty
Net investment income was $32.9 million for the year ended December 31,
1998, $31.3 million for 1997 and $30.6 million for 1996. The continued
increases result from enhanced yield provided by an increased investment in
preferred stock.
Life Insurance
Net investment income was $19.1 million for the year ended December 31,
1998, $17.8 million for 1997 and $18.8 million for 1996. The increase is due to
the increase in the average invested assets for the year, which was the result
of new premium in 1998 and the increased asset base from the acquisition of NAI
and Safe Mate.
Operating Expenses
Operating expenses were $885.3 million, $817.9 million and $778.7 million
in fiscal years 1999, 1998 and 1997, respectively. Details by material segment
follow:
Moving and Storage Operations
Operating expenses were $893.0 million, $857.9 million and $839.7 million
in fiscal years 1999, 1998 and 1997, respectively. The increased expense is due
to increased personnel cost and other administrative costs. Increased liability
insurance, due to transactional growth, continued for fiscal year 1999 from
fiscal years 1998 and 1997.
<PAGE> 18
Real Estate Operations
Operating expenses were $6.2 million in fiscal 1999, $7.7 million in fiscal
1998 and $8.3 million in fiscal 1997. Real Estate benefited from a reduction in
intercompany management fees charged by an affilated segment company during
fiscal year 1999 compared to the prior two years.
Property and Casualty
Operating expenses were $32.8 million, $12.0 million and $27.5 million for
the years ended December 31, 1998, 1997 and 1996, respectively. Commissions
consisted of $18.8 million at December 31, 1998 compared to $4.1 million at
December 31, 1997 and $19.9 million at December 31, 1996. The 1998 commission
increase of $14.7 million from 1997 and the decrease of $15.8 million from 1996
is mainly due to the recognition of a large contingent commission in 1997 on an
excess of loss reinsurance contract and assumed treaty reinsurance. Also
contributing was an increase in sliding scale commissions on the assumed treaty
reinsurance. Lease expenses increased to $1.3 million for 1998 as compared to
$300 thousand and $100 thousand for 1997 and 1996.
All other underwriting expenses consisted of $15.5 million, $8.2 million
and $8.4 million for 1998, 1997 and 1996, respectively. The increase results
primarily from increased expenses in the claims organization. During 1998,
94 positions were added in home and field office locations and two offices were
opened in Texas and Iowa. The positions added were staff, director and manager
levels, bringing multiple years worth of claims, management and leadership
experience to Republic's operations. Benefits from these additions include a
reduction in average file age from 600+ days to nearly 100 days for non-
litigated files; a reduction in law suits by 35%, customer complaints are down
by 70%; and a decrease in Department of Insurance complaints of 50%. In
addition, loss and loss adjustment expenses are down 20% and 30%, respectively,
since 1997.
Life Insurance
Operating expenses were $31.0 million, $6.9 million and $2.4 million for
the years ended December 31, 1998, 1997 and 1996, respectively. A key component
of operating expenses is the amortization of acquisition costs resulting from
the purchase of NAI. This amounts to $12.1 million in 1998. Commissions have
increased $4.0 million in 1998 in proportion to the increase in new premiums.
Operating expenses, still within budgeted expectations, have increased in 1998
due to the expansion of business volume.
Cost of Sales
Cost of sales was $106.8 million, $101.7 million and $103.8 million in
fiscal years 1999, 1998 and 1997, respectively. Increased material costs and a
higher sales volume related to moving support items contributed to the fiscal
year 1999 increase over fiscal year 1998. Cost of sales was virtually unchanged
from fiscal year 1997 to fiscal year 1998 as lower costs associated with the
sale of propane offset increased costs in other areas.
Benefits and Losses
Benefits and losses were $176.6 million in fiscal 1999, $175.6 million in
fiscal 1998 and $174.1 million in fiscal 1997. Details by material segment
follow:
Property and Casualty
Benefits and losses incurred were $118.9 million, $165.9 million and $131.4
million for the years ended December 31, 1998, 1997 and 1996, respectively. The
loss and loss adjustment expenses incurred during 1998 decreased from 1997 and
1996 due mainly to the reduction in insurance transactions with U-Haul and
corresponds to the decrease in liabilities for unpaid claims due to estimated
future losses for current and prior policies for those transactions. The 1997
loss and loss adjustment expenses incurred increased from 1996 due to an increase
in liabilities for unpaid claims on general agency assumed reinsurance and
rental industry reserves.
Life Insurance
Benefits incurred were $57.7 million, $24.4 million and $27.0 million for
the years ended December 31, 1998, 1997 and 1996, respectively. This increase
is primarily due to credit life and credit disability, and Medicare supplement
benefits incurred. These benefits are related to the new business placed on the
books in 1998. The new Medicare supplement reinsurance accounted for $14.7
million of the increase. Credit life and disability benefits increased by $8.9
million from 1998.
<PAGE> 19
Amortization of Deferred Acquisition Costs
Amortization of deferred acquisition costs was $20.2 million, $14.2 million
and $16.5 million in fiscal years 1999, 1998 and 1997, respectively. Deferred
acquisition costs consists of commissions and other policy acquisition costs,
which vary with and are primarily related to the production of new business.
The prior year end commissions and other related expenses are recognized ratably
over the remainder of the policy year. Details by material segment follow:
Property and Casualty
Amortization was $7.4 million, $8.6 million and $9.9 million for the years
ended December 31, 1998, 1997 and 1996, respectively. The continuing decrease
is due to reduced writings in the assumed reinsurance line.
Life Insurance
Amortization was $12.8 million, $5.6 million and $6.6 million for the years
ended December 31, 1998, 1997 and 1996, respectively. Deferred policy
acquisition costs have increased $13.9 million and $11.0 million from 1998 and
1997 respectively. Oxford's large increase in single premium credit writings
is the cause of the increase in both the deferred costs and the subsequent
amortization.
Lease Expense
Lease expense was $118.7 million, $89.9 million and $86.0 million in fiscal
years 1999, 1998 and 1997, respectively. Details by material segment follow:
Moving and Storage Operations
Lease expense was $118.4 million, $89.9 million and $85.9 million in fiscal
years 1999, 1998 and 1997, respectively. The continued increase reflects
additional leasing activity due to favorable lease rates.
Real Estate Operations
Lease expense for real estate operations is minimal at $140 thousand, $148
thousand and $79 thousand for fiscal years 1999, 1998 and 1997, respectively.
Depreciation Expense, net
Depreciation expense, net was $73.1 million, $69.7 million and $66.7
million in fiscal years 1999, 1998 and 1997, respectively. Details by material
segment follow:
Moving and Storage Operations
Depreciation expense, net was $61.0 million, $64.6 million and $62.3
million in fiscal years 1999, 1998 and 1997, respectively. The decrease in
fiscal year 1999 reflects an increase in the gains from the disposition of
property, plant and equipment. The change from fiscal year 1998 and 1997
reflects an increase in depreciation expense of non-rental equipment.
Real Estate Operations
Depreciation expense, net was $12.0 million, $6.4 million and $4.0 million
in fiscal years 1999, 1998 and 1997, respectively. The increase in fiscal year
1999 reflects a decrease in the gains from the disposition of property, plant
and equipment, offset by the increased depreciation expense relating to the
addition of new facilities for operating system companies. The change from
fiscal year 1998 and 1997 reflects a reduction in gains from the disposition of
property, plant and equipment offset by an increase in depreciation expense of
buildings and non-rental equipment.
Earnings from Operations
Earnings from operations were $171.3 million, $155.7 million and $159.6
million in fiscal years 1999, 1998 and 1997, respectively. Details by material
segment follow:
Moving and Storage Operations
Earnings from operations were $87.0 million, $78.7 million and $75.7
million in fiscal years 1999, 1998 and 1997, respectively. Increased rental
transactions offset by corresponding expenses contributed to the earnings gain
for the past two years.
Real Estate Operations
Earnings from operations were $60.3 million, $58.1 million and $57.7
million in fiscal years 1999, 1998 and 1997, respectively. A decrease in
intercompany management fees charged contributed to the earnings increase for
fiscal year 1999 compared to the prior two years.
<PAGE> 20
Property and Casualty
Earnings from operations were $19.1 million, $700 thousand and $18.3
million for the years ended December 31, 1998, 1997 and 1996, respectively.
This represents an increase of $18.4 million and $800 thousand over 1997 and
1996, respectively. The 1998 increase resulted mainly from decreased
underwriting expense, increased net investment income and net realized gains on
investments, partially offset by a reduction in earned premiums.
Life Insurance
Earnings from operations were $12.2 million, $10.6 million and $10.6
million for the years ended December 31, 1998, 1997 and 1996, respectively. The
increase over prior years is primarily due to improved insurance claim loss
ratios and higher volume of revenue.
Interest Expense
Interest expense was $73.7 million in fiscal 1999, $79.4 million in fiscal
1998 and $76.0 million in fiscal 1997. The decrease can be attributed to a
reduction in the average cost of debt over the past two fiscal years. The
average debt level outstanding decreased in fiscal year 1999 compared to fiscal
year 1998, and increased in fiscal year 1998 compared to fiscal year 1997.
Extraordinary Loss on the Extinguishment of Debt
During fiscal year 1998, AMERCO extinguished $76.0 million of 10.27%
interest-bearing notes originally due in fiscal 1999 through fiscal 2002. This
resulted in an extraordinary loss of $4.0 million, net of tax of $2.4 million
($0.18 per share). AMERCO also extinguished $255.0 million of 6.43% to 8.13%
interest-bearing notes originally due in fiscal 1999 through fiscal 2010. This
resulted in an extraordinary loss of $9.7 million, net of tax of $5.6 million
($0.44 per share).
During fiscal year 1997, AMERCO extinguished debt of approximately $76.3
million by irrevocably placing cash into a trust of U.S. Treasury securities to
be used to satisfy scheduled payments of principal and interest. AMERCO also
extinguished $86.2 million of its long-term notes originally due in fiscal 1997
through fiscal 1999. These transactions resulted in an extraordinary loss of
$2.3 million, net of tax of $1.4 million ($0.09 per share).
Earnings of the Consolidated Group
As a result of the foregoing, pretax earnings of $97.6 million were
realized in fiscal year 1999 compared to $76.3 million in fiscal year 1998 and
$83.5 million in fiscal year 1997. After providing for income taxes, earnings
from operations were $62.5 million in fiscal year 1999 compared to $48.7 million
in fiscal year 1998 and $54.2 million in fiscal year 1997. Following deductions
for an extraordinary loss from the early extinguishment of debt, net earnings
for the current year were $62.5 million compared to $35.0 million in fiscal year
1998 and $51.9 million in fiscal year 1997.
Quarterly Results
The table on page 21 presents unaudited quarterly results for the eight
quarters in the period beginning April 1, 1997 and ending March 31, 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, the selected quarterly information when read in
conjunction with the consolidated financial statements incorporated herein by
reference. 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.
<PAGE> 21
Quarter Ended
----------------------------------------------
Jun 30 Sep 30 Dec 31 Mar 31
1998 1998 1998 1999
----------------------------------------------
(in thousands, except share and per share data)
Total revenues $ 392,980 443,407 372,109 343,436
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
Earnings (loss) per common
share (both basic and
diluted) (1) $ 1.21 1.71 (0.07) (0.78)
Quarter Ended
----------------------------------------------
Jun 30 Sep 30 Dec 31 Mar 31
1997 1997 1997 1998
----------------------------------------------
(in thousands, except share and per share data)
Total revenues $ 371,126 416,360 323,496 313,627
Earnings 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)
_______________
(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 1998.
(3) Reflects the change in estimated residual value during the fourth
quarter of fiscal 1998.
(4) During the second quarter of fiscal 1998, AMERCO extinguished $76.0 million
of 10.27% interest-bearing notes originally due in fiscal 1999 through
fiscal 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 1998, AMERCO extinguished $255.0 million
of 6.43% to 8.13% interest-bearing notes originally due in fiscal 1999
through fiscal 2010. This resulted in an extraordinary loss of $9.7
million, net of tax of $5.6 million ($0.44 per share).
(6) Reflects the redemption of $50 million and $25 million shares of Series B
preferred stock in fiscal years 1999 and 1998, respectively.
<PAGE> 22
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. The assessment phase is complete for
information technology. AMERCO's internal information technology conversion
phase is underway, with the testing phase going on at the same time.
AMERCO is also assessing its non-information technology items for Year 2000
compliance, such as rental vehicles and storage facilities' security systems.
AMERCO is communicating with its major business partners to determine the
efforts being made on their part for compliance. Critical vendors with
electronic data interchange are currently being tested. Testing has been
satisfactorily completed with major banking partners and credit card processors.
Testing is expected to continue through the end of the summer with other
business partners. There can be no assurance AMERCO will not be adversely
affected by the failure of others to become Year 2000 compliant. For example,
AMERCO may be affected by, among other things, the failure of inventory
suppliers, credit card processors, security companies or other vendors and
service providers to become Year 2000 compliant.
AMERCO expects all of its critical systems to be Year 2000 compliant by the
fall of calendar year 1999. AMERCO started with an initial budget of $2.0
million; as the conversion process continues, it is now anticipated that an
additional $0.8 million may be incurred. Through March 31, 1999, $2.0 million
has been incurred. AMERCO is accelerating the replacement of its payroll system
due to Year 2000 non-compliance at an estimated cost of $0.3 million to be
incurred starting in September 1999. AMERCO has not deferred any major computer
programming or update projects due to Year 2000 efforts. Although AMERCO
believes it will achieve compliance on a timely basis, no assurance can be given
that AMERCO's computer systems will be Year 2000 compliant by the fall of 1999
or otherwise in a timely manner or that AMERCO will not incur significant
additional costs pursuing Year 2000 compliance. If the appropriate
modifications are not made, or are not timely, the Year 2000 problem may have a
material adverse effect on AMERCO.
AMERCO considers its most likely worst case scenario to be if a business
partner is not Year 2000 compliant. AMERCO is in the process of developing
and refining contingency plans to be used if a business partner is not Year
2000 compliant. The contingency plans will include manual processing
of rental transactions; manual preparation of payments to employees, vendors and
claimants; manual licensing of equipment; manual preparation of financial
statements and the movement of funds. The contingency plans have been
formulated, with refinement continuing until the year 2000.
Despite AMERCO's efforts to date, there can be no assurance that the Year
2000 problem will not have a material adverse effect on AMERCO in the future.
Stockholder Litigation
As disclosed in Note 15 of Notes to Consolidated Financial Statements, on
October 1, 1996, AMERCO paid the last portion of a total of approximately $448.1
million to the plaintiffs (non-management members of the Shoen family and their
affiliates) in full settlement of a long-standing legal dispute involving the
Shoen family and related to control of AMERCO. As a result, the plaintiffs that
owned AMERCO stock were required to transfer all of their shares of Common Stock
to AMERCO. The total number of shares transferred was 18,254,976.
<PAGE> 23
An issue remains, however, regarding whether or not the plaintiffs are
entitled to statutory post-judgment interest at the rate of ten percent (10%)
per year from February 21, 1995 (the date the Director-Defendants filed for
protection under Chapter 11) until the judgment was satisfied. On July 19,
1996, the bankruptcy court ruled the plaintiffs are entitled to such interest.
The Director-Defendants and AMERCO have appealed the court's decision. AMERCO
has deposited approximately $48.2 million into an escrow account to secure
payment of the disputed interest, pending final resolution of this issue
(including all appeals by either side). The escrow account is reflected as a
component of "Other assets" in AMERCO's consolidated financial statements. If
the interest issue is decided adversely to AMERCO and the Director-Defendants,
the amount deposited into the escrow account will be transferred to the
plaintiffs. The ultimate outcome of this issue will not have the effect of
increasing or decreasing AMERCO's net earnings, but could reduce stockholders'
equity.
AMERCO has deducted for income tax purposes approximately $324.0 million of
the payments made to the plaintiffs. While AMERCO believes that such income tax
deductions are appropriate, there can be no assurance that such deductions
ultimately will be allowed in full.
Other
On October 1, 1998, AMERCO implemented Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This statement standardizes the accounting for derivative
instruments by requiring that an entity recognize those items as assets or
liabilities in the statement of financial position and measure them at fair
value. It also provides for matching the timing of gain or loss recognition on
the hedging instrument with the recognition of (a) the changes in the fair
value of hedged asset or liability attributable to the hedged risk or (b) the
earnings effect of the hedged forecasted transaction. As of March 31, 1999,
AMERCO recorded an after tax adjustment of $3.6 million 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 year ended March 31, 1999, AMERCO recognized $89 thousand as interest
expense, representing the ineffectiveness of the cash flow hedging activity.
At time of implementation, an entity may reclassify held-to-maturity securities
as available-for-sale. Republic transferred $56.5 million (carrying value) to
available-for-sale from held-to-maturity at time of implementation. The market
value of these securities was $60.3 million at the date of transfer with a
transition adjustment of $3.8 million.
Other pronouncements issued by the Financial Accounting Standards Board
adopted during the year are not material to the consolidated financial
statements of AMERCO. Further, pronouncements with future effective dates are
either not applicable or not material to the consolidated financial statements
of AMERCO.
<PAGE> 24
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
- ------------------
In the normal course of business, AMERCO is exposed to fluctuations in interest
rates. AMERCO manages such exposure by the use of a variety of derivative
financial instruments when deemed prudent. AMERCO does not enter into leveraged
financial transactions or use derivative financial instruments for trading
purposes. The exposure to market risk for changes in interest rates relates
primarily to debt obligations. AMERCO's objective is to mitigate the impact of
changes in interest rates on its variable rate debt. AMERCO uses interest rate
swap agreements to provide for matching the gain or loss recognition on the
hedging instrument with the recognition of the changes in the fair value of
hedged asset or liability attributable to the hedged risk or the earnings effect
of the hedged forecasted transaction. See Note 5 of Notes to Consolidated
Financial Statements. A fluctuation of the interest rate by 100 basis points
would change AMERCO's interest expense by $2.4 million.
Foreign Currency Exchange Rate Risk
- -----------------------------------
AMERCO's earnings are affected by fluctuations in the value of foreign currency
exchange rates. Approximately 1.9% of AMERCO's revenue is generated in Canada.
The result of a uniform 10% change in the value of the U.S. dollar relative to
the Canadian dollar would not be material. AMERCO does not typically hedge any
foreign currency risk since the exposure is not considered material.
<PAGE> 25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Accountants and Consolidated Financial Statements
of AMERCO, including the notes to such statements and the related schedules, are
set forth on pages 29 through 77 and are thereby incorporated herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Registrants have had no disagreements with their independent
accountants in regard to accounting and financial disclosure matters and have
not changed their independent accountants during the two most recent fiscal
years.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Information regarding (i) directors and executive officers of AMERCO is set
forth under the captions "Election of Directors", "Executive Officers of
AMERCO", and "Shoen Litigation" and (ii) compliance with Section 16(a) is set
forth under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in AMERCO's Proxy Statement relating to the 1999 Annual Meeting of
Stockholders (the "1999 Proxy Statement") portions of which are incorporated by
reference into this Form 10-K Report, which will be filed with the Securities
and Exchange Commission in accordance with Rule 14a-6 promulgated under the
Securities Exchange Act of 1934, as amended. With the exception of the
foregoing information and other information specifically incorporated by
reference into this report, the 1999 Proxy Statement is not being filed as a
part hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is set forth under the caption
"Executive Compensation" in the 1999 Proxy Statement, which information is
incorporated herein by reference; provided, however, that the "Board Report on
Executive Compensation" and the "Performance Graph" contained in the 1999 Proxy
Statement are not incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and
management is set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the 1999 Proxy Statement, which information
is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions of
management is set forth under the captions "Certain Relationships and Related
Transactions" and "Shoen Litigation" in the 1999 Proxy Statement, which
information is incorporated herein by reference.
<PAGE> 26
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
Page No.
-------
1. Financial Statements
Report of Independent Accountants 29
Consolidated Balance Sheets -
March 31, 1999 and 1998 30
Consolidated Statements of Earnings -
Years ended March 31, 1999, 1998 and 1997 32
Consolidated Statements of Changes in Stockholders'
Equity - Years ended March 31, 1999, 1998 and 1997 33
Consolidated Statements of Comprehensive Income -
Years ended March 31, 1999, 1998 and 1997 35
Consolidated Statements of Cash Flows - Years ended
March 31, 1999, 1998 and 1997 36
Notes to Consolidated Financial Statements 38
2. Additional Information
Summary of Earnings of Independent Trailer Fleets 69
Notes to Summary of Earnings of Independent
Trailer Fleets 70
3. Financial Statement Schedules required to be filed
by Item 8 and Paragraph (d) of this Item 14
Condensed Financial Information of Registrant --
Schedule I 72
Supplemental Information (For Property-Casualty
Insurance Underwriters) -- Schedule V 76
All other schedules are omitted as the required information is not
applicable or the information is presented in the financial statements or
related notes thereto.
(b) A report of Form 8-K was dated on April 5, 1999 in connection with the
Company's issuance of $150,000,000 of 7.20% Senior Notes due 2002.
<PAGE> 27
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Order Confirming Plan (1)
2.2 Second Amended and Restated Debtor's Plan of
Reorganization Proposed by Edward J. Shoen (1)
3.1 Restated Articles of Incorporation (2)
3.2 Restated By-Laws of AMERCO as of August 27, 1996 (3)
4.1 Debt Securities Indenture dated May 1, 1996 (1)
4.2 First Supplemental Indenture, Dated as of May 6, 1996 (4)
4.3 Rights Agreement, dated as of August 7, 1998 (13)
4.5 Second Supplemental Indenture, Dated as of October 22, 1997
(11)
4.6 Calculation Agency Agreement (11)
4.7 6.65%-AMERCO Series 1997 A Bond Backed Asset Trust
Certificates ("Bats") Due October 15, 1999 (11)
4.8 Indenture dated September 10, 1996 (9)
4.9 First Supplemental Indenture dated September 10, 1996 (9)
4.10 Senior Indenture dated April 1, 1999 (14)
4.11 First Supplemental Indenture dated April 5, 1999 (14)
10.1* AMERCO Employee Savings, Profit Sharing and
Employee Stock Ownership Plan (5)
10.2 U-Haul Dealership Contract (5)
10.3 Share Repurchase and Registration Rights Agreement with
Paul F. Shoen (5)
10.4 AMERCO Stock Option and Incentive Plan (5)
10.5 ESOP Loan Credit Agreement (6)
10.6 ESOP Loan Agreement (6)
10.7 Trust Agreement for the AMERCO Employee Savings,
Profit Sharing and Employee Stock Ownership Plan (6)
10.8 Amended Indemnification Agreement (6)
10.9 Indemnification Trust Agreement (6)
10.10 Promissory Note between SAC Holding Corporation
and a subsidiary of AMERCO (12)
10.11 Promissory Notes between Four SAC Self-Storage Corporation
and a subsidiary of AMERCO (12)
10.12 Management Agreement between Three SAC Self-Storage
Corporation and a subsidiary of AMERCO (12)
10.13 Management Agreement between Four SAC Self-Storage Corporation
and a subsidiary of AMERCO (12)
10.14 Agreement, dated October 17, 1995, among AMERCO, Edward J.
Shoen, James P. Shoen, Aubrey K. Johnson, John M. Dodds
and William E. Carty (8)
10.15 Directors' Release, dated October 17, 1995, executed by
Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
John M. Dodds and William E. Carty in favor of AMERCO (8)
10.16 AMERCO Release, dated October 17, 1995, executed by AMERCO in
favor of Edward J. Shoen, James P. Shoen, Aubrey K.
Johnson, John M. Dodds and William E. Carty (8)
10.17 Series B Preferred Stock Purchase Agreement, dated as of
August 30, 1996 (3)
10.18 Series B Preferred Stock Amended and Restated Side Agreement,
dated as of June 1, 1997 (10)
10.20 Settlement Agreement between AMERCO and Sophia Shoen (10)
10.21 Management Agreement between Five SAC Self-Storage
Corporation and a subsidiary of AMERCO
10.22 Management Agreement between Eight SAC Self-Storage
Corporation and a subsidiary of AMERCO
10.23 Management Agreement between Nine SAC Self-Storage
Corporation and a subsidiary of AMERCO
10.24 Management Agreement between Ten SAC Self-Storage Corporation
and a subsidiary of AMERCO
* Indicates compensatory plan arrangement
<PAGE> 28
(c) Exhibits, continued
12 Statements Re: Computation of Ratios
21 Subsidiaries of AMERCO
23 Consent of Independent Accountants
27 Financial Data Schedule
________________
(1) Incorporated by reference to AMERCO's Registration Statement on Form S-3,
Registration no. 333-1195.
(2) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1992, file no. 0-7862.
(3) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996, file no. 0-7862.
(4) Incorporated by reference to AMERCO's Current Report on Form 8-K, dated
May 6, 1996.
(5) Incorporated by reference to AMERCO's Annual Report on Form 10-K for the
year ended March 31, 1993, file no. 0-7862.
(6) Incorporated by reference to AMERCO's Annual Report on Form 10-K for the
year ended March 31, 1990, file no. 0-7862.
(7) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994, file no. 0-7862.
(8) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, file no. 0-7862.
(9) Incorporated by reference to AMERCO's Current Report on Form 8-K dated
September 6, 1996.
(10) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, file no. 0-7862.
(11) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997, file no. 0-7862.
(12) Incorporated by reference to AMERCO's Annual Report on Form 10-K for the
year ended March 31, 1997, file no. 0-7862.
(13) Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, file no. 0-7862.
(14) Incorporated by reference to AMERCO's Current Report on Form 8-K dated
April 5, 1999, file no. 0-7862.
<PAGE> 29
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors
and Stockholders of AMERCO
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 26 present fairly, in all material
respects, the financial position of AMERCO and its subsidiaries at
March 31, 1999 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended March 31, 1999, in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedules listed in the index appearing under
Item 14(a)(3) on page 26 present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedules are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
As discussed in Note 1 to the consolidated financial statements, the Company
implemented Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" in fiscal 1999.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Summary of Earnings of Independent
Trailer Fleets included on pages 69 through 71 of this Form 10-K is presented
for purposes of additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
Phoenix, Arizona
June 24, 1999
<PAGE> 30
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets
March 31,
Assets 1999 1998
----------------------
(in thousands)
Cash and cash equivalents $ 44,505 31,606
Trade receivables, net 173,050 210,785
Notes and mortgage receivables, net 217,910 106,835
Inventories, net 80,159 68,887
Prepaid expenses 16,363 21,154
Investments, fixed maturities 900,995 886,873
Investments, other 181,892 164,064
Deferred policy acquisition costs 63,283 44,255
Other assets 114,522 103,062
----------------------
Property, plant and equipment, at cost:
Land 196,960 208,028
Buildings and improvements 806,421 838,419
Furniture and equipment 234,894 214,513
Rental trailers and other rental
equipment 186,660 179,225
Rental trucks 992,418 939,561
----------------------
2,417,353 2,379,746
Less accumulated depreciation 1,122,529 1,103,990
----------------------
Total property, plant and equipment 1,294,824 1,275,756
----------------------
Total Assets $ 3,087,503 2,913,277
======================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 31
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets
March 31,
Liabilities and Stockholders' Equity 1999 1998
----------------------
(in thousands, except
share and per share data)
Liabilities:
Accounts payable and accrued
expenses $ 169,185 144,201
Notes and loans payable 1,114,748 1,025,323
Policy benefits and losses, claims
and loss expenses payable 546,599 592,642
Liabilities from premium deposits 457,759 425,347
Cash overdraft 28,169 21,414
Other policyholders' funds and
liabilities 48,889 34,911
Deferred income 41,549 45,298
Deferred income taxes 64,580 29,082
----------------------
Stockholders' equity:
Serial preferred stock, with or
without par value, 50,000,000
shares authorized -
Series A preferred stock, with no par
value, 6,100,000 shares authorized;
6,100,000 shares issued and
outstanding as of March 31, 1999
and 1998 - -
Series B preferred stock, with no par
value, 100,000 shares authorized;
25,000 and 75,000 shares issued
and outstanding as of March 31,
1999 and 1998, respectively - -
Serial common stock, with or without
par value, 150,000,000 shares
authorized -
Series A common stock of $0.25 par
value, 10,000,000 shares
authorized; 5,762,495 shares
issued as of March 31, 1999 and 1998 1,441 1,441
Common stock of $0.25 par value,
150,000,000 shares authorized;
36,487,505 issued as of March 31,
1999 and 1998 9,122 9,122
Additional paid-in capital 299,905 313,444
Accumulated other comprehensive income (17,740) (9,384)
Retained earnings 703,322 658,227
----------------------
996,050 972,850
Less:
Cost of common shares in treasury, net
(19,635,913 shares as of March 31,
1999 and 1998) 363,533 359,723
Unearned employee stock
ownership plan shares 16,492 18,068
----------------------
Total stockholders' equity 616,025 595,059
Contingent liabilities and commitments _____________________
Total Liabilities and Stockholders' Equity $ 3,087,503 2,913,277
======================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 32
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Earnings
Years ended March 31,
1999 1998 1997
--------------------------------------------
(in thousands, except share and per share data)
Revenues
Rental revenue $ 1,074,220 1,018,699 973,783
Net sales 181,273 176,249 172,968
Premiums 226,847 164,613 163,603
Net investment and interest income 69,592 65,048 75,025
----------------------------------
Total revenues 1,551,932 1,424,609 1,385,379
Costs and expenses
Operating expenses 885,292 817,938 778,655
Cost of sales 106,789 101,699 103,817
Benefits and losses 176,560 175,576 174,130
Amortization of deferred
acquisition costs 20,215 14,194 16,493
Lease expense 118,742 89,879 85,973
Depreciation, net 73,066 69,655 66,742
----------------------------------
Total costs and expenses 1,380,664 1,268,941 1,225,810
Earnings from operations 171,268 155,668 159,569
Interest expense 73,658 79,369 76,041
----------------------------------
Pretax earnings 97,610 76,299 83,528
Income tax expense (35,101) (27,643) (29,344)
----------------------------------
Earnings from operations before
extraordinary loss on early
extinguishment of debt 62,509 48,656 54,184
Extraordinary loss on early
extinguishment of debt, net - (13,672) (2,319)
----------------------------------
Net earnings $ 62,509 34,984 51,865
==================================
Earnings per common share (both
basic and diluted):
Earnings from operations
before extraordinary loss on
early extinguishment of debt $ 2.07 1.28 1.44
Extraordinary loss on early
extinguishment of debt, net - (0.62) (0.09)
----------------------------------
Net earnings $ 2.07 0.66 1.35
==================================
Weighted average common
shares outstanding 21,937,686 21,896,101 25,479,651
==================================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 33
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Years ended March 31,
1999 1998 1997
---------------------------
(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
in 1999, 1998 and 1997
Beginning and end of year $ 1,441 1,441 1,441
----------------------------
Common stock of $0.25 par value:
150,000,000 shares authorized in
1999, 1998 and 1997,
Beginning of year 9,122 9,122 8,559
Issuance of common stock - - 563
----------------------------
End of year 9,122 9,122 9,122
----------------------------
Additional paid-in capital:
Beginning of year 313,444 337,933 165,756
Issuance of preferred stock - - 98,546
Repurchase of preferred stock (50,000) (25,000) -
Issuance of common stock - - 73,146
Gain on sale of property
to related party, net 35,996 - -
Issuance of common shares under
leveraged employee stock
ownership plan 465 511 485
----------------------------
End of year 299,905 313,444 337,933
----------------------------
Accumulated other comprehensive income:
Beginning of year (9,384) (9,722) (780)
Foreign currency translation (6,736) (4,542) (2,256)
Fair market value of
cash flow hedge (3,631) - -
Unrealized gain (loss) on
investments 2,011 4,880 (6,686)
----------------------------
End of year (17,740) (9,384) (9,722)
----------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 34
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity, continued
Years ended March 31,
1999 1998 1997
----------------------------
(in thousands, except
share and per share data)
Retained earnings:
Beginning of year 658,227 644,009 609,019
Net earnings 62,509 34,984 51,865
Preferred stock dividends paid:
Series A ($2.13 per share for
1999, 1998 and 1997) (12,964) (12,964) (12,964)
Series B ($97.44, $81.04 and
$39.11 per share for 1999,
1998 and 1997, respectively) (4,450) (7,802) (3,911)
---------------------------
End of year 703,322 658,227 644,009
---------------------------
Less Treasury stock:
Beginning of year 359,723 359,723 111,118
Net increase 3,810 - 248,605
---------------------------
End of year 363,533 359,723 359,723
---------------------------
Less Unearned employee stock
ownership plan shares:
Beginning of year 18,068 20,740 23,329
Purchase of shares 401 5 2
Repayments from loan (1,977) (2,677) (2,591)
---------------------------
End of year 16,492 18,068 20,740
---------------------------
Total stockholders' equity $ 616,025 595,059 602,320
===========================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 35
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years ended March 31,
1999 1998 1997
----------------------------
(in thousands)
Comprehensive Income:
Net earnings $ 62,509 34,984 51,865
Other comprehensive income
Foreign currency translation (6,736) (4,542) (2,256)
Fair market value of
cash flow hedge (3,631) - -
Unrealized gain (loss) on
investments 2,011 4,880 (6,686)
----------------------------
Total Comprehensive Income $ 54,153 35,322 42,923
============================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 36
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended March 31,
1999 1998 1997
----------------------------
(in thousands)
Cash flows from operating
activities:
Net earnings $ 62,509 34,984 51,865
Depreciation and amortization 114,102 113,822 94,364
Provision for losses on accounts
receivable 4,648 4,108 3,465
Net gain on sale of real and
personal property (524) (1,776) (7,979)
Gain on sale of investments (3,372) (944) (728)
Changes in policy liabilities
and accruals (23,448) 37,021 (403)
Additions to deferred policy
acquisition costs (40,859) (10,010) (13,065)
Net change in other operating
assets and liabilities 46,493 3,410 26,704
----------------------------
Net cash provided by operating
activities 159,549 180,615 154,223
Cash flows from investing
activities:
Purchases of investments:
Property, plant and equipment (298,495) (392,298) (203,943)
Fixed maturities (213,107) (123,832) (189,763)
Common stock (2,553) (8,573) -
Preferred stock (21,700) (4,054) (10,875)
Other asset investment - (24,500) -
Real estate (334) - -
Mortgage loans (93,243) (42,125) (81,464)
Proceeds from sales of
investments:
Property, plant and equipment 205,211 291,321 240,787
Fixed maturities 223,114 131,334 206,995
Common stock 2,571 - -
Preferred stock 3,538 1,015 59
Real estate 5,622 1,331 934
Mortgage loans 21,826 25,576 115,989
Changes in other investments (37,232) (16,699) 5,402
----------------------------
Net cash provided (used) by
investing activities (204,782) (161,504) 84,121
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 37
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
Years ended March 31,
1999 1998 1997
----------------------------
(in thousands)
Cash flows from financing
activities:
Net change in short-term
borrowings 135,836 122,500 (347,000)
Proceeds from notes - 300,000 562,300
Debt issuance costs (415) (2,956) (6,240)
Leveraged Employee Stock
Ownership Plan:
Purchase of shares (401) (5) (2)
Repayments from loan 1,977 2,677 2,591
Principal payments on notes (46,411) (380,727) (229,970)
Issuance of preferred stock - - 98,546
Repurchase of preferred stock (50,000) (25,000) -
Issuance of common stock - - 73,709
Extraordinary loss on early
extinguishment of debt, net - (13,672) (2,319)
Net change in cash overdraft 6,755 (2,192) (8,553)
Preferred stock dividends paid (17,414) (20,766) (16,875)
Treasury stock acquisitions, net (3,810) - (248,605)
Deferred tax-treasury stock - - (80,997)
Investment contract deposits 93,688 51,943 81,678
Investment contract withdrawals (61,673) (61,059) (57,789)
Escrow deposit - - (48,234)
----------------------------
Net cash provided (used) by
financing activities 58,132 (29,257) (227,760)
----------------------------
Increase (decrease) in cash
and cash equivalents 12,899 (10,146) 10,584
Cash and cash equivalents at
beginning of year 31,606 41,752 31,168
----------------------------
Cash and cash equivalents at
end of year $ 44,505 31,606 41,752
============================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 38
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
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). All references to a fiscal year refer to AMERCO's fiscal year ended
March 31 of that year.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the parent
corporation, AMERCO, and its wholly-owned subsidiaries. All material
intercompany accounts and transactions of AMERCO and its subsidiaries have been
eliminated.
Republic and Oxford have been consolidated on the basis of calendar years
ended December 31. Accordingly, all references to the years 1998, 1997 and 1996
correspond to AMERCO's fiscal years 1999, 1998 and 1997, respectively.
The operating results and financial position of AMERCO's consolidated
insurance operations are determined as of December 31 of each year. There were
no effects related to intervening events between January 1 and March 31 of
1999, 1998 or 1997 that would materially affect the consolidated financial
position or results of operations for the financial statements presented
herein. See Note 20 of Notes to Consolidated Financial Statements for
additional information regarding the insurance subsidiaries.
DESCRIPTION OF BUSINESS
Moving and self-storage operations consist of the rental of trucks and
trailers, sale of moving aids such as boxes and the rental of self-storage
spaces to the do-it-yourself mover. Operations are under the registered
tradename U-Haul<REGISTERED TRADEMARK> throughout the United States and Canada.
Real Estate owns approximately 90% of AMERCO's real estate assets,
including U-Haul's Center and Storage locations. The remainder of the
properties are owned by various U-Haul entities. Real Estate is responsible for
managing all of the properties including the environmental risks of the
properties. Real Estate is responsible for the purchase of all properties used
by AMERCO or any of its subsidiaries. Real Estate also handles all of the
dispositions (sale and lease) of unused real estate.
Republic originates and reinsures property and casualty type insurance
products for various market participants, including independent third parties,
U-Haul's customers, independent dealers and AMERCO.
Oxford originates and reinsures annuities, life, credit life and
disability, health and Medicare supplement insurance. Oxford also administers
the self-insured employee health and dental plans for the employees of AMERCO.
FOREIGN CURRENCY
The consolidated financial statements include the accounts of U-Haul Co.
(Canada) Ltd., a subsidiary of U-Haul. The assets and liabilities,
denominated in foreign currency, are translated into U.S. dollars at the
exchange rate as of the balance sheet date. Revenue and expense amounts are
translated at average monthly exchange rates. The related translation gains or
losses are included in the Consolidated Statements of Changes in Stockholders'
Equity and Consolidated Statements of Comprehensive Income.
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements and
accompanying notes. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
AMERCO considers liquid investments with an original maturity of three
months or less to be cash equivalents ($1,000,000 and $6,568,000 as of March
31, 1999 and 1998, respectively).
<PAGE> 39
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
RECEIVABLES
Accounts receivable include trade accounts from customers and dealers.
Republic and Oxford receivables include premiums and agents' balances due, net
of commissions payable and amounts due from ceding reinsurers. Accounts
receivable are reduced by amounts considered by management to be uncollectible
based on historical collection loss experience and a review of the current
status of existing receivables.
Notes and mortgage receivables include accrued interest and are reduced by
discounts and amounts considered by management to be uncollectible.
INVENTORIES
Inventories are valued at the lower of cost or market. Cost is primarily
determined using the LIFO (last-in, first-out) method.
INVESTMENTS
Fixed maturities consist of bonds and redeemable preferred stocks. Fair
values for investments are based on quoted market prices, dealer quotes or
discounted cash flows. Fixed maturities are classified as follows:
Held-to-maturity - recorded at cost adjusted for the amortization of
premiums or accretion of discounts.
Available-for-sale - recorded at fair value with unrealized gains or
losses reported on a net basis in the Consolidated Statements of Changes
in Stockholders' Equity. Gains and losses on the sale of these
securities are reported as a component of revenues using the specific
identification method.
Trading portfolio - AMERCO does not currently maintain a trading
portfolio.
Mortgage loans & notes on real estate held by AMERCO's subsidiaries - at
unpaid balances, net of allowance for possible losses and any
unamortized premium or discount.
Real estate - at cost less accumulated depreciation.
Policy loans - at their unpaid balance.
Investment income is recognized as such:
Interest on bonds and mortgage loans & notes - recognized when earned.
Dividends on common and redeemable preferred stocks - recognized on ex-
dividend dates.
Realized gains and losses on the sale of investments - recognized at the
trade date and included in revenues using the specific identification
method.
Short-term investments consist of other securities scheduled to mature
within one year of their acquisition date. See Note 4 of Notes to Consolidated
Financial Statements.
DEFERRED POLICY ACQUISITION COSTS
Commissions and other costs which vary with and are primarily related to
the production of new business, have been deferred.
Oxford - costs are amortized in relation to revenue such that profits are
realized as a level percentage of revenue.
Republic - costs are amortized over the related contract period which
generally do not exceed one year.
<PAGE> 40
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost and are depreciated on
the straight-line and accelerated methods over the estimated useful lives of
the assets. Building and non-rental equipment have estimated lives ranging
from three to fifty-five years, while rental equipment have estimated lives
ranging from one to twenty years. Maintenance is charged to operating expenses
as incurred, while renewals and betterments are capitalized. Major overhaul
costs are amortized over the estimated period benefited. Gains and losses on
dispositions are netted against depreciation expense when realized. Interest
costs incurred as part of the initial construction of assets are capitalized.
Interest expense of $909,000, $2,210,000 and $3,430,000 was capitalized during
fiscal years 1999, 1998 and 1997, respectively. During fiscal year 1998,
U-Haul increased the estimated salvage value and useful lives of certain rental
equipment. The effect of the change increased net earnings for fiscal year
1998 by $9,268,000 ($0.42 per share).
Certain recoverable environmental costs related to the removal of
underground storage tanks or related contamination are capitalized and
depreciated over the estimated useful lives of the properties. The capitalized
costs improve the safety or efficiency of the property as compared to when the
property was originally acquired or are incurred in preparing the property for
sale.
At March 31, 1999, the carrying value of AMERCO's real estate that is no
longer necessary for use in its current operations, and available for
sale/lease, was approximately $22,467,000. Such properties available for sale
are carried at cost, less accumulated depreciation; which in the aggregate, is
less than fair market value.
FINANCIAL INSTRUMENTS
AMERCO enters into interest rate swap agreements to reduce its floating
interest rate exposure; AMERCO does not use the agreements for trading
purposes. Amounts to be paid or received under the agreements are accrued.
Although AMERCO is exposed to credit loss for the interest rate differential in
the event of nonperformance by the counterparties to the agreements, it does
not anticipate nonperformance by the counterparties.
AMERCO has mortgage receivables which potentially expose AMERCO to credit
risk. The portfolio of notes is principally collateralized by mini-warehouse
storage facilities and other residential and commercial properties. AMERCO has
not experienced losses related to the notes from individual notes or groups of
notes in any particular industry or geographic area. The estimated fair values
were determined using the discounted cash flow method, using interest rates
currently offered for similar loans to borrowers with similar credit ratings.
Fair value summary of note and mortgage receivables:
March 31, 1999 March 31, 1998
---------------------- ----------------------
Carrying Estimated Carrying Estimated
value fair value value fair value
---------------------- ----------------------
(in thousands) (in thousands)
$ 214,521 216,389 $ 105,720 107,921
====================== ======================
Other financial instruments that are subject to fair value disclosure
requirements are carried in the financial statements at amounts that
approximate fair value, unless elsewhere disclosed. See below, as well as
Notes 4 and 5 of Notes to Consolidated Financial Statements.
AMERCO's financial instruments that are exposed to concentrations of
credit risk consist primarily of temporary cash investments, trade receivables
and notes receivable. AMERCO places its temporary cash investments with
financial institutions and limits the amount of credit exposure to any one
financial institution. Concentrations of credit risk with respect to trade
receivables are limited due to the large number of customers and their
dispersion across many different industries and geographic areas. As discussed
in Note 2 of Notes to Consolidated Financial Statements at March 31, 1999 and
1998 notes receivable are primarily due from one related party.
<PAGE> 41
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
POLICY BENEFITS AND LOSSES, CLAIMS AND LOSS EXPENSES PAYABLE
Liabilities for policy benefits payable on traditional life and certain
annuity policies are established in amounts adequate to meet estimated future
obligations on policies in force. These liabilities are computed using
mortality and withdrawal assumptions which are based upon recognized actuarial
tables and contain margins for adverse deviation. At December 31, 1998,
interest assumptions used to compute policy benefits payable range from 2.5% to
11.25%.
The liability for annuity policies, which are accounted for as investment
contract deposits, consists of policy account balances that accrue to the
benefit of the policyholders, excluding surrender charges. Fair value of
investment contract deposits were $457,757,000 and $391,732,000 at December 31,
1998 and 1997, respectively.
Liabilities for health and disability and other policy claims and benefits
payable represent estimates of payments to be made on insurance claims for
reported losses and estimates of losses incurred but not yet reported. These
estimates are based on past claims experience and consider current claim trends
as well as social and economic conditions.
Republic's liability for reported and unreported losses are based on
Republic's historical and industry averages. The liability for unpaid loss
adjustment expenses is based on historical ratios of loss adjustment expenses
paid to losses paid. Amounts recoverable from reinsurers on unpaid losses are
estimated in a manner consistent with the claim liability associated with the
reinsured policy. Adjustments to the liability for unpaid losses and loss
expenses as well as amounts recoverable from reinsurers on unpaid losses are
charged or credited to expense in periods in which they are made.
RENTAL REVENUE
U-Haul recognizes its share of rental revenue less commission on the
accrual basis pursuant to contractual arrangements between AMERCO and its fleet
owners, rental dealers and customers. See Note 10 of Notes to Consolidated
Financial Statements for further discussion.
PREMIUM REVENUE
Credit life and disability, Medicare supplement and property-casualty
gross premiums are earned on a pro rata basis over the term of the related
contracts. The portion of premiums not earned at the end of the period is
recorded as unearned premiums. Traditional life and annuity premiums are
recognized as revenue when due from policyholders. Revenue for annuity
policies which are accounted for as investment contracts are included in net
investment income as investment margins until the policyholder annuitizes, at
which time the policyholders fund balance is recognized as premium.
REINSURANCE
Reinsurance premiums, commissions and expense reimbursements, related to
ceded business, are accounted for on a basis consistent with those used in
accounting for the original policies issued and the terms of the reinsurance
contracts. Premiums ceded to other companies have been reported as a reduction
of premium income. Assets and liabilities relating to ceded contracts are
reported gross of the effects of reinsurance. See also "Policy Benefits And
Losses, Claims And Loss Expenses Payable" above.
INCOME TAXES
AMERCO files a consolidated federal income tax return with its
subsidiaries. In addition to charging income for taxes paid or payable, the
provision for income taxes reflects deferred income taxes resulting from
changes in temporary differences between the tax bases of assets and
liabilities and their reported amounts in the financial statements. The effect
on deferred income taxes of a change in tax rates is recognized in income in
the period that includes the enactment date.
<PAGE> 42
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
NEW ACCOUNTING STANDARDS
On October 1, 1998, AMERCO implemented Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This statement standardizes the accounting for derivative
instruments by requiring that an entity recognize those items as assets or
liabilities in the statement of financial position and measure them at fair
value. It also provides for matching the timing of gain or loss recognition on
the hedging instrument with the recognition of (a) the changes in the fair
value of hedged asset or liability attributable to the hedged risk or (b) the
earnings effect of the hedged forecasted transaction. As of March 31, 1999,
AMERCO recorded an after tax adjustment of $3,631,000 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 year ended March 31, 1999, AMERCO recognized $89,000 as interest
expense, representing the ineffectiveness of the cash flow hedging activity.
At time of implementation, an entity may reclassify held-to-maturity securities
as available-for-sale. Republic transferred $56,485,000 (carrying value) to
available-for-sale from held-to-maturity at time of implementation. The market
value of these securities was $60,314,000 at the date of transfer with a
transition adjustment of $3,829,000.
Other pronouncements issued by the Financial Accounting Standards Board
adopted during the year are not material to the consolidated financial
statements of AMERCO. Further, pronouncements with future effective dates are
either not applicable or not material to the consolidated financial statements
of AMERCO.
EARNINGS PER SHARE
Basic earnings per common share are computed based on the weighted average
number of shares outstanding for the year and quarterly periods, excluding
shares of the employee stock ownership plan that have not been committed to be
released. Preferred dividends include undeclared or unpaid dividends of
AMERCO. Net income is reduced for preferred dividends for the purpose of the
calculation. The calculation of diluted earnings per share in fiscal year 1999
included assumed conversions of the Series B preferred stock into common stock.
This change has no effect on the calculated earnings per share amount. In
fiscal years 1998 and 1997, the assumed conversion of the Series B preferred
stock was not included in the calculation of diluted earnings per share
because it was antidilutive. Accordingly, basic and diluted earnings per
share are equal. See Notes 6 and 8 of Notes to Consolidated Financial Statements
for further discussion.
COMPREHENSIVE INCOME
Comprehensive income consists of net income, foreign currency
translation adjustment, unrealized gains and losses on investments and fair
market value of cash flow hedges.
FINANCIAL STATEMENT PRESENTATION
Certain reclassifications have been made to the financial statements for
the fiscal years ended 1998 and 1997 to conform with the current year's
presentation.
<PAGE> 43
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
2. RECEIVABLES, NET
A summary of trade receivables follows:
March 31,
--------------------
1999 1998
--------------------
(in thousands)
Trade accounts receivable $ 12,008 15,994
Premiums and agents' balances
in course of collection 34,896 40,464
Reinsurance recoverable 100,662 120,262
Accrued investment income 14,032 14,853
Independent dealer receivable 4,076 5,131
Other receivables 9,382 15,792
-------------------
175,056 212,496
Less allowance for doubtful accounts 2,006 1,711
-------------------
$ 173,050 210,785
===================
A summary of notes and mortgage receivables follows:
March 31,
--------------------
1999 1998
--------------------
(in thousands)
Notes receivable, including accrued
interest from SAC Holding Corporation
and its subsidiaries $ 186,332 67,547
Notes and mortgage receivables,
net of discount 31,648 39,508
-------------------
217,980 107,055
Less allowance for doubtful accounts 70 220
-------------------
$ 217,910 106,835
===================
During fiscal 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 income of
$8,022,000, $6,847,000 and $6,281,000 from SAC Holdings during fiscal years
1999, 1998 and 1997, respectively. No principal payments were received
during fiscal year 1999. Principal payments of $1,047,000 and $436,000 were
received during fiscal year 1998 and 1997, respectively. The note receivable
balance outstanding was, in the aggregate, $179,819,000 and $66,111,000 at March
31, 1999 and 1998, respectively, bearing interest rates ranging from 8.37% to
13.0%. Notes receivable from SAC Holdings includes $526,000 at March 31, 1999
which is secured by land and buildings at various locations.
During fiscal years 1999, 1998 and 1997, a subsidiary of U-Haul funded
the purchase of properties and construction costs for SAC Holdings of
$26,116,000, $24,574,000 and $43,125,000, respectively.
In December 1998, U-Haul and Real Estate completed the sale of twenty-six
storage properties to Six SAC Self-Storage Corporation, a subsidiary of SAC
Holdings, for $99,685,000. Real Estate received cash and notes from the sale.
The gain is reflected in the Consolidated Statements of Changes in Stockholders'
Equity.
U-Haul currently manages the properties owned by SAC Holdings under a
management agreement, whereby U-Haul receives a management fee equal to 6% of
the gross receipts from the properties. Management fees of $2,483,000,
$1,860,000 and $1,632,000 were received during fiscal years 1999, 1998 and 1997,
respectively. The 6% fee is consistent with the fees received by U-Haul for
other properties managed by U-Haul.
Management believes that the foregoing transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions.
<PAGE> 44
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
3. INVENTORIES, NET
A summary of inventory components follows:
March 31,
--------------------
1999 1998
--------------------
(in thousands)
Truck and trailer parts
and accessories $ 54,407 41,880
Hitches and towing components 15,738 16,418
Moving aids and promotional items 10,014 10,589
--------------------
$ 80,159 68,887
====================
Inventories are stated net of reserve for obsolescence of $3,321,000 and
$4,217,000 at March 31, 1999 and 1998, respectively. Certain general and
administrative expenses are allocated to ending inventories. Such costs
remaining in inventory are estimated at $12,082,000 at fiscal years 1999
and 1998. For fiscal years 1999, 1998 and 1997, aggregate general and
administrative costs were $566,592,000, $526,431,000 and $511,473,000,
respectively.
LIFO inventories, which represent approximately 98% of total inventories
at March 31, 1999 and 1998, would have been $4,835,000 and $4,716,000 greater
at March 31, 1999 and 1998, respectively, if the consolidated group had used
the FIFO (first-in, first-out) method.
<PAGE> 45
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS
A comparison of amortized cost to estimated market value for fixed
maturities is as follows:
December 31, 1998
- -----------------
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 $ 23,248 $ 22,518 449 (131) 22,836
U.S. government
agency mortgage-
backed securities $ 29,722 29,647 405 (166) 29,886
Obligations of
states and
political
subdivisions $ 1,500 1,520 163 - 1,683
Corporate
securities $ 99,068 100,254 3,100 (259) 103,095
Mortgage-backed
securities $ 52,082 51,314 1,150 (52) 52,412
Redeemable preferred
stocks 4,634 117,703 1,927 (1,589) 118,041
----------------------------------------
322,956 7,194 (2,197) 327,953
----------------------------------------
December 31, 1998
- -----------------
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 $ 32,660 $ 37,381 2,572 - 39,953
U.S. government
agency mortgage-
backed securities $ 41,128 40,757 1,263 (1) 42,019
Obligations of
states and
political
subdivisions $ 16,710 16,874 816 (17) 17,673
Corporate
securities $ 396,024 398,828 15,402 (2,851) 411,379
Mortgage-backed
securities $ 35,419 35,235 1,177 (12) 36,400
Redeemable preferred
stocks 1,321 33,266 1,327 (104) 34,489
----------------------------------------
562,341 22,557 (2,985) 581,913
----------------------------------------
Total $ 885,297 29,751 (5,182) 909,866
========================================
<PAGE> 46
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
December 31, 1997
- -----------------
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 $ 10,415 $ 10,285 1,283 - 11,568
U.S. government
agency mortgage-
backed securities $ 40,988 40,772 512 (884) 40,400
Obligations of
states and
political
subdivisions $ 27,395 27,231 1,430 - 28,661
Corporate
securities $ 154,893 158,243 4,516 (453) 162,306
Mortgage-backed
securities $ 105,915 104,535 1,870 (482) 105,923
Redeemable preferred
stocks 2,168 59,685 1,006 (216) 60,475
----------------------------------------
400,751 10,617 (2,035) 409,333
----------------------------------------
December 31, 1997
- -----------------
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 $ 18,205 $ 18,329 1,011 (7) 19,333
U.S. government
agency mortgage-
backed securities $ 36,128 35,570 1,334 (17) 36,887
Obligations of
states and
political
subdivisions $ 11,225 11,624 413 (31) 12,006
Corporate
securities $ 305,595 308,408 11,792 (1,136) 319,064
Mortgage-backed
securities $ 82,480 81,831 2,520 (65) 84,286
Redeemable preferred
stocks 531 13,869 677 - 14,546
----------------------------------------
469,631 17,747 (1,256) 486,122
----------------------------------------
Total $ 870,382 28,364 (3,291) 895,455
========================================
Fixed maturities estimated market values are based on publicly quoted
market prices at the close of trading on December 31, 1998 or December 31,
1997, as appropriate.
<PAGE> 47
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
The amortized cost and estimated market value of debt securities by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities as borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
Consolidated December 31, 1998 December 31, 1997
- ------------ ----------------------- ----------------------
Held-to-Maturity Amortized Estimated Amortized Estimated
cost market value cost market value
----------------------- ----------------------
(in thousands) (in thousands)
Due in one year or less $ 12,455 12,479 14,357 14,457
Due after one year through
five years 72,459 75,316 103,547 107,376
Due after five years through
ten years 17,527 17,739 72,123 74,198
After ten years 2,850 3,007 5,732 6,504
-------------------- --------------------
105,291 108,541 195,759 202,535
Mortgage-backed securities 99,962 101,371 145,307 146,323
Redeemable preferred stock 117,703 118,041 59,685 60,475
-------------------- --------------------
322,956 327,953 400,751 409,333
-------------------- --------------------
Consolidated December 31, 1998 December 31, 1997
- ------------ ----------------------- ----------------------
Available-for-Sale Amortized Estimated Amortized Estimated
cost market value cost market value
----------------------- ----------------------
(in thousands) (in thousands)
Due in one year or less 21,437 21,579 20,100 20,231
Due after one year through
five years 176,265 181,853 120,446 124,020
Due after five years through
ten years 170,249 175,717 140,911 145,618
After ten years 85,133 89,856 56,904 60,534
-------------------- --------------------
453,084 469,005 338,361 350,403
Mortgage-backed securities 75,992 78,420 117,401 121,173
Redeemable preferred stock 33,266 34,489 13,869 14,546
-------------------- --------------------
562,342 581,914 469,631 486,122
-------------------- --------------------
Total $ 885,298 909,867 870,382 895,455
==================== ====================
Proceeds from sales of investments in debt securities for the years ended
December 31, 1998, 1997 and 1996 were $53,948,000, $69,252,000 and
$115,886,000, respectively. Gross gains of $1,472,000, $1,132,000 and
$1,518,000 and gross losses of $164,000, $515,000 and $654,000 were realized on
those sales for the years ended December 31, 1998, 1997 and 1996, respectively.
At December 31, 1998 and 1997 fixed maturities include bonds with an
amortized cost of $15,434,000 and $15,443,000, respectively, on deposit with
insurance regulatory authorities to meet statutory requirements.
<PAGE> 48
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
Investments, other consists of the following:
March 31,
----------------------
1999 1998
----------------------
(in thousands)
Short-term investments $ 67,021 27,267
Mortgage loans 56,898 73,979
Equity investment 24,500 24,500
Real estate, foreclosed properties 19,069 22,497
U.S. government securities mutual fund 5,805 5,883
Policy loans 7,217 8,536
Other 1,382 1,402
----------------------
$ 181,892 164,064
======================
A summary of net investment and interest income follows:
Year ended December 31,
----------------------------
1998 1997 1996
----------------------------
(in thousands)
Fixed maturities $ 64,965 63,467 65,680
Real estate 15 223 279
Policy loans 354 605 519
Mortgage loans 6,279 7,187 7,193
Short-term, amounts held by
ceding reinsurers, net and
other investments 5,965 2,797 1,499
----------------------------
Investment income 77,578 74,279 75,170
Less investment expenses 23,733 24,584 25,749
----------------------------
Net investment income 53,845 49,695 49,421
Interest income 15,747 15,353 25,604
----------------------------
Net investment and interest income $ 69,592 65,048 75,025
============================
Short-term investments consist primarily of fixed maturities with a
maturity of three months to one year from acquisition date. Mortgage loans,
representing first lien mortgages held by the insurance subsidiaries, are
carried at unpaid balances, less allowance for possible losses and any
unamortized premium or discount. Equity investments and real estate obtained
through foreclosures and held for sale are carried at the lower of cost or fair
value. U.S. government securities mutual fund is carried at cost which
approximates market value. Policy loans are carried at their unpaid balance.
At December 31, 1998 and 1997, mortgage loans held as investments with a
carrying value of $56,898,000 and $73,979,000, respectively, were outstanding.
The estimated fair value of the mortgage loans at December 31, 1998 and 1997
aggregated $60,893,000 and $74,240,000, respectively. The estimated fair values
were determined using the discounted cash flow method, using interest rates
currently offered for similar loans to borrowers with similar credit ratings.
Investments in mortgage loans, included as a component of investments, are
reported net of allowance for possible losses of $81,000 and $507,000 in 1998
and 1997, respectively.
In February 1997, AMERCO, through its insurance subsidiaries, invested in
the equity of a limited partnership in a Texas-based self-storage corporation.
Republic invested $13,500,000 in exchange for a 38% limited partnership and
Oxford invested $11,000,000 in exchange for a 31% limited partnership. U-Haul
is a 50% owner of a corporation which is a general partner in the Texas-based
self-storage corporation. AMERCO has a $10,000,000 note receivable from the
corporation.
<PAGE> 49
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
5. NOTES AND LOANS PAYABLE
Notes and loans payable consist of the following:
March 31,
--------------------
1999 1998
--------------------
(in thousands)
Short-term borrowings, 6.19%
interest rate $ 25,337 6,500
Notes payable to banks under
revolving lines of credit, unsecured,
5.25% to 7.75% interest rates 297,000 180,000
Medium-term notes payable, unsecured,
6.71% to 8.08% interest
rates, due through 2027 317,000 362,000
Notes payable under Bond Backed Asset Trust,
unsecured, 6.65% to 7.14% interest
rates, due through 2033 300,000 300,000
Notes payable to public,
unsecured, 7.85% interest
rate, due through 2004 175,000 175,000
Other notes payable, secured and
unsecured, 7.00% to 10.00% interest
rate, due through 2005 411 1,823
--------------------
$ 1,114,748 1,025,323
====================
Other notes payable are secured by land and buildings at various locations
with a net carrying value of $7,056,509 at March 31, 1999.
AMERCO has a revolving credit loan (long-term) available from
participating banks under an agreement which provides for a credit line of
$400,000,000 through June 30, 2002. Depending on the form of borrowing elected,
interest will be based on the London Interbank Offering Rate (LIBOR), prime
rate, the federal funds effective rate, or rates determined by a competitive
bid. LIBOR loans include a spread based upon the senior debt rates of AMERCO.
Facility fees paid are based upon the amount of credit line.
At March 31, 1999, AMERCO had borrowed $25,337,000, representing short-term
borrowings, from its total uncommitted lines of credit of $42,320,000.
As of March 31, 1999, loans outstanding under the revolving credit line
totaled $297,000,000. Management intends to refinance the borrowings on a long-
term basis by either replacing them with long-term obligations, renewing or
extending them.
</TABLE>
<TABLE>
<CAPTION>
Revolving credit activity Short-term borrowing
Year ended Year ended
-------------------------- -------------------------
1999 1998 1997 1999 1998 1997
-------------------------- -------------------------
(in thousands, except interest rates)
<S> <C> <C> <C> <C> <C> <C>
Weighted average interest rate
during the year 5.73% 5.95% 5.76% 5.63% 6.05% 5.87%
Interest rate
at year end 5.33% 5.90% 5.78% 6.19% 6.31% 7.63%
Maximum amount outstanding
during the year $ 297,000 285,000 338,000 39,000 57,000 195,000
Average amount outstanding
during the year $ 220,083 203,250 128,000 21,208 25,208 56,417
Facility fees $ 507 564 781 N/A 58 240
</TABLE>
<PAGE> 50
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
5. NOTES AND LOANS PAYABLE, continued
AMERCO has entered into interest rate swap agreements (SWAPS) to
potentially mitigate the impact of changes in interest rates on its floating
rate debt. These agreements effectively change AMERCO's interest rate exposure
on $85,000,000 of floating rate notes to a weighted average fixed rate of
7.88%. The SWAPS mature at the time the related notes mature. Incremental
interest expense associated with SWAP activity was $2,593,000, $2,687,000 and
$3,481,000 during 1999, 1998 and 1997, respectively.
At March 31, 1999, interest rate swap agreements with an aggregate
notional amount of $85,000,000 were outstanding. Management estimates that at
March 31, 1999 and 1998, AMERCO would be required to pay $5,674,000 and
$7,000,000, respectively, to terminate the agreements. Such amounts were
determined from current treasury rates combined with swap spreads on agreements
outstanding.
During fiscal 1998, AMERCO extinguished $76,000,000 of 10.27% interest-
bearing notes originally due in fiscal 1999 through fiscal 2002. This resulted
in an extraordinary loss of $4,044,000, net of tax of $2,371,000 ($0.18 per
share).
In October 1997, AMERCO issued $300,000,000 of Bond Backed Asset Trust
Certificates (BATs). The net proceeds were used to initially prepay floating
rate indebtedness of AMERCO under revolving credit agreements. Subsequent to
the funding of the BATs, AMERCO extinguished $255,071,000 of 6.43% to 8.13%
interest-bearing notes originally due in fiscal 1999 through fiscal 2010. This
resulted in an extraordinary loss of $9,628,000, net of tax of $5,645,000 ($0.44
per share).
On July 18, 1996, AMERCO extinguished debt of approximately $76,250,000 by
irrevocably placing cash into a trust of U.S. Treasury securities to be used to
satisfy scheduled payments of principal and interest. As of March 31, 1999 the
remaining amount of debt that is considered extinguished as a result of the
defeasance amounted to $3,000,000.
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 March 31, 1999,
AMERCO was in compliance with these covenants.
The annual maturities of long-term debt for the next five years adjusted
for subsequent activity (if the revolving credit lines are outstanding to
maturity), are presented in the table below:
Year Ended
------------------------------------------------
2000 2001 2002 2003 2004
------------------------------------------------
(in thousands)
Mortgages $ 51 45 37 30 31
Medium-Term and
Other Notes 30,010 11 77,512 14 175,016
Revolving Credit - - - 297,000 -
-------------------------------------------------
$ 30,061 56 77,549 297,044 175,047
=================================================
Interest paid in cash amounted to $74,026,000, $76,035,000 and $69,972,000
for 1999, 1998 and 1997, respectively.
During April 1999, AMERCO issued $150,000,000 of 7.20% Senior Notes due
2002.
<PAGE> 51
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
6. STOCKHOLDERS' EQUITY
AMERCO has authorized capital stock consisting of 150,000,000 shares of
Common Stock, 150,000,000 shares of Serial Common Stock and 50,000,000 shares
of Serial Preferred Stock. The Board of Directors (the Board) may authorize
the Serial Common Stock to be issued in such series and on such terms as the
Board shall determine. Serial Preferred Stock issuance may be with or without
par value.
AMERCO has issued 6,100,000 shares of 8.5% cumulative, no par, non-voting
Series A (Series A) preferred stock. The Series A is not convertible into, or
exchangeable for, shares of any other class or classes of stock of AMERCO.
Dividends are payable quarterly in arrears and have priority as to dividends
over AMERCO's common stock. The Series A is not redeemable prior to December
1, 2000. On or after December 1, 2000, AMERCO, at its option, may redeem all
or part of the Series A, for cash at $25.00 per share plus accrued and unpaid
dividends to the redemption date.
On August 30, 1996, AMERCO issued 100,000 shares of its Series B Preferred
Stock with no par value for gross proceeds of $100,000,000. Dividends are
cumulative with the rate being reset quarterly and have priority as to dividends
over AMERCO's Common Stock. The Series B Preferred Stock, as amended, is
convertible under certain circumstances into 4,000,000 shares, subject to
AMERCO's prior right to redeem the Series B Preferred Stock, of AMERCO's Common
Stock, $0.25 par value. As of March 31, 1999, AMERCO has redeemed 75,000
shares.
On October 14, 1996, AMERCO paid an additional $15,000,000 to L.S. Shoen in
settlement of all outstanding disputes pursuant to a Settlement, Mutual Release
of All Claims and Confidentiality Agreement (Settlement Agreement), dated
October 15, 1996 with AMERCO resolving the lawsuit in the District Court of
Clark County, Nevada. The settlement resolves a long-standing dispute between
AMERCO and L.S. Shoen regarding L.S. Shoen's entitlement to compensation
pursuant to an alleged lifetime employment contract.
On December 18, 1996, AMERCO sold 2,250,000 shares of Common Stock, $0.25
par value, to the public for $35.00 per share, receiving net proceeds of
$74,228,000.
During the year ended March 31, 1997, pursuant to a judgment in the Shoen
Litigation, AMERCO repurchased 12,426,836 shares of Common Stock in exchange for
$84,502,000, funded damages of $228,373,000 and paid statutory post-judgment
interest of $689,000 and placed funds of $48,234,000 into an escrow account
pending the outcome of a dispute involving the entitlement of the plaintiffs to
post-bankruptcy petition date interest. The treasury share transaction was
recorded net of tax of $80,997,000 for fiscal 1997.
The plaintiffs included the father, brothers and sisters of Edward J., Mark
V., Paul F. and James P. Shoen who are major stockholders of AMERCO, and Edward
J., and James P. Shoen who are directors of AMERCO.
On December 31, 1998, in connection with the resolution of one of the
remaining items associated with the treasury stock acquisitions, AMERCO
remitted $6,000,000 plus interest to the plaintiffs in the Shoen litigation.
The payment is reflected, net of taxes, in the Consolidated Statements of
Changes in Stockholders' Equity.
<PAGE> 52
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
7. ACCUMULATED OTHER COMPREHENSIVE INCOME
A summary of accumulated comprehensive income components follows:
Fair market Accumulated
Foreign Unrealized value of other
currency gain on cash flow comprehensive
translation investments hedge income
--------------------------------------------------
(in thousands)
Balance at March 31, 1998 $ (18,675) 9,291 - (9,384)
Foreign currency
translation (6,736) - - (6,736)
Fair market value of
cash flow hedge,
net of taxes of $1,955 - - (3,631) (3,631)
Unrealized gain
on investments,
net of taxes of $1,167 - 2,011 - 2,011
------------------------------------------------
Balance at March 31, 1999 $ (25,411) 11,302 (3,631) (17,740)
================================================
Balance at March 31, 1997 $ (14,133) 4,411 - (9,722)
Foreign currency
translation (4,542) - - (4,542)
Unrealized gain
on investments,
net of taxes of $2,410 - 4,880 - 4,880
------------------------------------------------
Balance at March 31, 1998 $ (18,675) 9,291 - (9,384)
================================================
8. EARNINGS PER SHARE
The following table reflects the calculation of the earnings per share:
Year ended
--------------------------------------
1999 1998 1997
--------------------------------------
(in thousands, except share and
per share data)
Earnings from operations before
extraordinary loss on early
extinguishment of debt $ 62,509 48,656 54,184
Less dividends
on preferred shares 17,077 20,664 17,456
------------------------------------
45,432 27,992 36,728
Extraordinary loss on early
extinguishment of debt, net - (13,672) (2,319)
------------------------------------
Net earnings for per
share calculation $ 45,432 14,320 34,409
====================================
Earnings per common share (both
basic and diluted):
Earnings from operations before
extraordinary loss on early
extinguishment of debt $ 2.07 1.28 1.44
Extraordinary loss on early
extinguishment of debt, net - (0.62) (0.09)
------------------------------------
Net earnings $ 2.07 0.66 1.35
====================================
Weighted average common
shares outstanding 21,937,686 21,896,101 25,479,651
====================================
<PAGE> 53
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
9. INCOME TAXES
The components of the consolidated expense for income taxes applicable to
operations are as follows:
Year ended
-------------------------------
1999 1998 1997
-------------------------------
(in thousands)
Current:
Federal $ 2,490 2,098 3,404
State 406 406 169
Deferred:
Federal 29,963 23,772 24,218
State 2,242 1,367 1,553
-------------------------------
$ 35,101 27,643 29,344
===============================
Income taxes paid in cash amounted to $1,656,000, $2,758,000 and
$4,949,000 for 1999, 1998 and 1997, respectively.
Actual tax expense reported on earnings from operations differs from the
"expected" tax expense amount (computed by applying the United States federal
corporate tax rate of 35% in 1999, 1998 and 1997) as follows:
Year ended
-------------------------------
1999 1998 1997
-------------------------------
(in thousands)
Computed "expected" tax
expense $ 34,163 26,705 29,232
Increases (reductions) in taxes
resulting from:
Tax-exempt interest income (474) (676) (693)
Dividends received deduction (52) (153) (239)
Canadian subsidiary
(income)/loss 444 (524) (645)
True-up of prior year - 950 -
Federal tax benefit of
state and local taxes (927) (620) (602)
Other (701) 188 569
------------------------------
Actual federal tax
expense 32,453 25,870 27,622
State and local income tax
expense 2,648 1,773 1,722
------------------------------
Actual tax expense
of operations $ 35,101 27,643 29,344
==============================
<PAGE> 54
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
9. INCOME TAXES, continued
Deferred tax assets and liabilities are comprised as follows:
March 31,
-----------------
1999 1998
-----------------
(in thousands)
Deferred tax assets
-------------------
Benefit of tax net
operating loss and credit
carryforwards $ 98,543 139,458
Accrued expenses 24,110 7,663
Deferred revenue from
sale/leaseback 7,945 9,794
Policy benefits and losses,
claims and loss expenses
payable, net 18,780 17,064
Other 709 714
-----------------
Total deferred tax assets 150,087 174,693
-----------------
Deferred tax liabilities
------------------------
Property, plant and equipment 196,478 188,952
Deferred policy acquisition costs 18,189 14,823
-----------------
Total deferred tax liabilities 214,667 203,775
-----------------
Net deferred tax liability $ 64,580 29,082
=================
In light of AMERCO's history of profitable operations, management has
concluded that it is more likely than not that AMERCO will ultimately realize
the full benefit of its deferred tax assets. Accordingly, AMERCO believes that
a valuation allowance is not required at March 31, 1999 and 1998. See also Note
15 of Notes to Consolidated Financial Statements.
Under the provisions of the Tax Reform Act of 1984 (the Act), the balance
in Oxford's account designated "Policyholders' Surplus Account" is frozen at
its December 31, 1983 balance of $19,251,000. Federal income taxes (Phase III)
will be payable thereon at applicable current rates if amounts in this account
are distributed to the stockholder or to the extent the account exceeds a
prescribed maximum. Oxford did not incur a Phase III liability for the years
ended December 31, 1998, 1997 and 1996.
The Internal Revenue Service has examined AMERCO's income tax returns for
the years ended 1994 and 1995. All agreed issues have been provided for in the
financial statements.
At March 31, 1999, AMERCO and Republic have non-life net operating loss
carryforwards available to offset taxable income in future years of
$236,592,000 for tax purposes. These carryforwards expire in 2005 through
2012. AMERCO has alternative minimum tax credit carryforwards of $15,679,000
which do not have an expiration date, but may only be utilized in years in
which regular tax exceeds alternative minimum tax. The use of certain
carryforwards may be limited or prohibited if a reorganization or other change
in corporate ownership were to occur.
During 1994, Oxford dividended its investment in Republic common stock to
its parent at its book value. As a result of such dividend, a deferred
intercompany gain arose due to the difference between the book value and fair
value of such common stock. However, such gain can only be triggered if
certain events occur. To date, no events have occurred which would trigger
such gain recognition. No deferred taxes have been provided in the
accompanying consolidated financial statements as management believes that no
events have occurred to trigger such gain.
<PAGE> 55
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
10. TRANSACTIONS WITH FLEET OWNERS AND OTHER RENTAL EQUIPMENT OWNERS
Independent rental equipment owners (fleet owners) own approximately 8% of
all U-Haul rental trailers and 0.02% of certain other rental equipment. There
are approximately 2,900 fleet owners, including certain officers, directors,
employees and stockholders of AMERCO. All rental equipment is operated under
contract with U-Haul whereby U-Haul administers the operations and marketing of
such equipment and in return receives a percentage of rental fees paid by
customers. Based on the terms of various contracts, rental fees are
distributed to U-Haul (for services as operators), to the fleet owners
(including certain subsidiaries and related parties of U-Haul) and to Rental
Dealers (including Company-operated U-Haul Centers).
Republic insures and reinsures certain risks of U-Haul customers and
independent fleet owners. Premiums earned on these policies were $41,000,000,
$49,400,000 and $40,800,000 during the years ended December 31, 1998, 1997 and
1996, respectively.
11. EMPLOYEE BENEFIT PLANS
AMERCO participates in the AMERCO Employee Savings, Profit Sharing and
Employee Stock Ownership Plan (the Plan) which is designed to provide all
eligible employees with savings for their retirement and to acquire a
proprietary interest in AMERCO.
The Plan has three separate features: a profit sharing feature (the Profit
Sharing Plan) under which the Employer may make contributions on behalf of
participants; a savings feature (the Savings Plan) which allows participants to
defer income under Section 401(k) of the Internal Revenue Code of 1986; and an
employee stock ownership feature (the ESOP) under which AMERCO may make
contributions of AMERCO Common Stock or cash to acquire such stock on behalf of
participants. Generally, employees of AMERCO are eligible to participate in
the Plan upon completion of a one year service requirement.
AMERCO has arranged financing to fund the ESOP trust (ESOT) and to enable
the ESOT to purchase shares. Below is a summary of the financing arrangements:
Amount outstanding
Financing as of Interest Payments
Date March 31, 1999 1999 1998 1997
------------------------------------------------------------------------
(in thousands)
December 1989 $ - 34 126 162
May 1990 234 24 35 45
June 1991 16,257 1,364 1,466 1,472
Shares are released from collateral and allocated to active employees
based on the proportion of debt service paid in the plan year. Contributions
to the ESOT charged to expense were $2,804,000, $3,588,000 and $3,570,000 for
the years ended 1999, 1998 and 1997, respectively.
The shares held by ESOP as of March 31 were as follows:
Shares issued Shares issued
prior to subsequent to
December 31, 1992 December 31, 1992
------------------------------------------
1999 1998 1999 1998
------------------------------------------
(in thousands)
Allocated shares 1,620 1,587 156 118
Shares committed to be
released - - 11 11
Unreleased shares 379 523 668 697
Fair value of
unreleased shares $ 4,485 5,688 14,370 21,425
==========================================
<PAGE> 56
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
11. EMPLOYEE BENEFIT PLANS, continued
For purposes of the schedule, fair value of unreleased shares issued prior
to December 31, 1992 is defined as the historical cost of such shares. Fair
value of unreleased shares issued subsequent to December 31, 1992 is defined as
the March 31 trading value of such shares for 1999 and 1998.
Oxford insures various group life and group disability insurance plans
covering employees of the consolidated group. Premiums earned were $1,208,000,
$2,785,000 and $2,370,000 during the years ended December 31, 1998, 1997 and
1996, respectively, and were eliminated in consolidation.
12. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
AMERCO provides medical and life insurance benefits to retired employees
and eligible dependents over age 65 if the employee meets specified age and
service requirements.
AMERCO uses the accrual method of accounting for postretirement benefits.
AMERCO continues to fund medical and life insurance benefit costs as claims are
incurred.
The components of net periodic postretirement benefit cost for 1999, 1998
and 1997 are as follows:
1999 1998 1997
---------------------------
(in thousands)
Service cost for benefits earned
during the period $ 296 260 381
Interest cost on accumulated
postretirement benefit 327 301 407
Other components (224) (239) (58)
----------------------------
Net periodic postretirement benefit cost $ 399 322 730
============================
The 1999 and 1998 postretirement benefit liability included the following
components:
1999 1998
------------------
(in thousands)
Beginning of year $ (4,739) (4,113)
Service cost (296) (260)
Interest cost (327) (301)
Benefit payments and expense 88 74
Actuarial loss (gain) 388 (139)
------------------
Accumulated postretirement benefit obligation (4,886) (4,739)
Unrecognized net gain (3,624) (3,460)
------------------
$ (8,510) (8,199)
==================
The discount rate assumptions in computing the information above were as
follows:
1999 1998 1997
-----------------------------
Accumulated postretirement benefit obligation 7.00% 7.00% 7.50%
The year-to-year fluctuations in the discount rate assumptions primarily
reflect changes in U.S. interest rates. The discount rate represents the
expected yield on a portfolio of high-grade (AA-AAA rated or equivalent) fixed-
income investments with cash flow streams sufficient to satisfy benefit
obligations under the plans when due.
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 6.25% in 1999, declining annually to an
ultimate rate of 4.20% in 2013.
<PAGE> 57
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
12. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS, continued
If the health care cost trend rate assumptions were increased by 1.0%, the
accumulated postretirement benefit obligation as of March 31, 1999 would be
increased by approximately $789,000 and a decrease of 1.0% would reduce the
accumulated postretirement benefit obligation by $640,000.
Postemployment benefits provided by AMERCO are not material.
13. REINSURANCE
In the normal course of business, Republic and Oxford assume and cede
reinsurance on both a coinsurance and risk premium basis. Republic and Oxford
obtain reinsurance for that portion of risks exceeding retention limits. The
maximum amount of life insurance retained on any one life is $150,000.
A summary of reinsurance transactions by business segment follows:
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed to
amount companies companies amount net
------------------------------------------- -----------
(in thousands)
Year ended December 31, 1998
- ----------------------------
Life insurance
in force $ 1,254,084 809,267 2,218,772 2,663,589 83%
============================================
Premiums earned:
Life $ 20,554 6,403 11,480 25,631 45%
Accident and
health 32,668 10,875 29,973 51,766 58%
Annuity 556 - 9,944 10,500 95%
Property -
casualty 110,080 32,047 60,917 138,950 44%
-------------------------------------------
Total $ 163,858 49,325 112,314 226,847
===========================================
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed to
amount companies companies amount net
------------------------------------------- ----------
(in thousands)
Year ended December 31, 1997
- ----------------------------
Life insurance
in force $ 1,601,840 224,893 2,219,393 3,596,340 62%
============================================
Premiums earned:
Life $ 3,527 160 7,034 10,401 68%
Accident and
health 7,916 1,217 1,930 8,629 22%
Annuity 106 - 8,868 8,974 99%
Property -
casualty 103,488 22,387 55,508 136,609 41%
--------------------------------------------
Total $ 115,037 23,764 73,340 164,613
============================================
<PAGE> 58
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
13. REINSURANCE, continued
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed to
amount companies companies amount net
------------------------------------------- ----------
(in thousands)
Year ended December 31, 1996
- ----------------------------
Life insurance
in force $ 35,298 463 2,392,339 2,427,174 99%
============================================
Premiums earned:
Life $ 1,869 18 8,016 9,867 81%
Accident and
health 4,740 171 1,469 6,038 24%
Annuity 82 - 10,836 10,918 99%
Property -
casualty 108,440 26,148 54,488 136,780 40%
--------------------------------------------
Total $ 115,131 26,337 74,809 163,603
============================================
In connection with Oxford's acquisitions during 1997 as disclosed in Note
20 of Notes to Consolidated Financial Statements, the level of life reinsurance
transactions increased as of December 31, 1998.
Republic is a reinsurer of municipal bond insurance through an agreement
with MBIA, Inc. Premiums generated through this agreement are recognized on a
pro rata basis over the contract coverage period. Unearned premiums on this
coverage were $5,300,000 and $5,200,000 as of December 31, 1998 and 1997,
respectively. Republic's share of case loss reserves related to this coverage
was insignificant at December 31, 1998. Republic's aggregate exposure for
Class 1 municipal bond insurance was $1,000,000,000 as of December 31, 1998.
To the extent that a reinsurer is unable to meet its obligation under the
related reinsurance agreements, Republic would remain liable for the unpaid
losses and loss expenses. Pursuant to certain of these agreements, Republic
holds letters of credit of $8,502,000 from reinsurers. Republic has issued
letters of credit of approximately $2,500,000 in favor of certain ceding
companies.
Republic insures and reinsures general liability, auto liability and
workers' compensation coverage for member companies of the consolidated group.
Premiums earned by Republic on these policies were $11,734,000, $19,800,000 and
$19,700,000 during the years ended December 31, 1998, 1997 and 1996,
respectively, and were eliminated in consolidation.
14. CONTINGENT LIABILITIES AND COMMITMENTS
AMERCO uses certain equipment and occupies certain facilities under
operating lease commitments with terms expiring through 2079. Lease expense
was $118,742,000, $89,879,000 and $85,973,000 for the years ended 1999, 1998
and 1997, respectively. During the year ended March 31, 1999, a subsidiary of
U-Haul entered into fifteen transactions and has subsequently entered into
three additional transactions, whereby AMERCO sold rental trucks and
subsequently leased back. AMERCO has guaranteed $115,843,000 of residual
values at March 31, 1999 and an additional $3,801,000 subsequent to March 31,
1999 for these assets at the end of the respective lease terms. Certain leases
contain renewal and fair market value purchase options as well as mileage and
other restrictions similar to covenants disclosed in Note 5 of Notes to
Consolidated Financial Statements (Note 5) for notes payable and loan
agreements.
<PAGE> 59
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
14. CONTINGENT LIABILITIES AND COMMITMENTS, continued
Following are the lease commitments for leases having terms of more than
one year:
March 31, 1999
---------------------------
Net activity
Property, plant Rental subsequent to
Year ended and other equipment fleet year end Total
--------------------------------------------------------------------
(in thousands)
2000 $ 5,735 114,483 2,149 122,367
2001 4,083 108,577 2,713 115,373
2002 1,773 92,930 2,713 97,416
2003 1,498 79,273 2,713 83,484
2004 1,414 53,728 2,713 57,855
Thereafter 10,507 81,966 5,993 98,466
-----------------------------------------------
$ 25,010 530,957 18,994 574,961
===============================================
In December 1996, AMERCO executed a $100,000,000 Operating Lease Facility
(the Facility) with a number of financial institutions. Under the Facility,
the lessor acquires land to be developed for storage locations by AMERCO, as
Construction Agent, or acquires existing storage locations with advances of
funds (the Advances) made by certain parties to the Facility. AMERCO will
separately lease land and improvements, including completed locations
capitalized by the lessor, under the Facility and the respective lease
supplements. Funding under the Facility totaled $84,270,000 at March 31, 1999.
The Facility contains certain restrictions similar to those contained in
Note 5. Upon occurrence of any event of default, the lessor may rescind or
terminate any or all leases and, among other things, require AMERCO to
repurchase any or all of the properties. The Facility has a three year term,
subject to AMERCO's option, with the consent of other parties, to renew for
successive one year terms.
Upon the expiration of the Facility, AMERCO may either purchase all of the
properties based on a purchase price equal to all amounts outstanding under the
Advances, including the interest and yield thereon, or remarket all of the
properties to a third party purchaser who may become a subsequent lessor to
AMERCO.
In the normal course of business, AMERCO is a defendant in a number of
suits and claims. AMERCO is also a party to several administrative proceedings
arising from state and local provisions that regulate the removal and/or cleanup
of underground fuel storage tanks. It is the opinion of management that none of
such suits, claims or proceedings involving AMERCO, individually or in the
aggregate, are expected to result in a material loss. Also see Notes 13 and 15
of Notes to Consolidated Financial Statements.
15. LEGAL PROCEEDINGS
A judgment was entered on February 21, 1995, in the Shoen Litigation
against Edward J. Shoen, James P. Shoen, Paul F. Shoen, Aubrey K. Johnson, John
M. Dodds and William E. Carty, who were members of the Board of Directors of
AMERCO in 1998. AMERCO was also a defendant in the action as originally filed,
but was dismissed from the action on August 15, 1994. The plaintiffs alleged,
among other things, that certain of the individual plaintiffs were wrongfully
excluded from sitting on AMERCO's Board of Directors in 1988 through the sale of
Common Stock to certain key employees. That sale allegedly prevented the
plaintiffs from gaining a majority position in AMERCO's Common Stock and control
of AMERCO's Board of Directors. The plaintiffs alleged various breaches of
fiduciary duty and other unlawful conduct by the individual defendants and
sought equitable relief, compensatory damages, punitive damages and statutory
post-judgment interest.
<PAGE> 60
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
15. LEGAL PROCEEDINGS, continued
Based on the plaintiffs' theory of damages, the court ruled that the
plaintiffs elected as their remedy in this lawsuit to transfer their shares of
stock in AMERCO to the defendants upon the satisfaction of the judgment. The
judgment was entered against the defendants in the amount of approximately
$461,800,000 plus interest and taxable costs. In addition, on February 21,
1995, judgment was entered against Edward J. Shoen in the amount of $7,000,000
representing punitive damages. On March 23, 1995, Edward J. Shoen filed a
notice of appeal with respect to the award of punitive damages and the
plaintiffs subsequently cross appealed the judge's remittitur of the punitive
damages from $70,000,000 to $7,000,000. Both appeals were denied by the Court
of Appeals of the State of Arizona on July 24, 1997 and the Supreme Court of
the State of Arizona denied review of the case on March 17, 1998.
On July 15, 1998, Edward J. Shoen filed an appeal with the United States
Supreme Court with respect to the award of punitive damages.
On October 5, 1998, the punitive damages award in the Shoen Litigation (which
was subsequently reduced by partial settlement to $6,000,000) became final
when the United States Supreme Court denied certiorari. On December 31, 1998,
in connection with the resolution of one of the remaining items associated with
the treasury stock acquisitions, AMERCO remitted $6,000,000 plus interest to
the plaintiffs in the Shoen Litigation. The payment is reflected, net of
taxes, in the Consolidated Statements of Changes in Stockholders' Equity.
On February 21, 1995, Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
John M. Dodds and William E. Carty, who were directors of the Company at that
time, (the Director-Defendants), filed for protection under Chapter 11 of the
federal bankruptcy laws, resulting in the issuance of an order automatically
staying the execution of the judgment against those defendants. In late April
1995, the Director-Defendants, in cooperation with AMERCO, filed plans of
reorganization in the United States Bankruptcy Court for the District of
Arizona, all of which proposed the same funding and treatment of the plaintiffs'
claims resulting from the judgment in the Shoen Litigation. The plans of
reorganization, as amended and restated on February 29, 1996, were confirmed by
the bankruptcy court on March 15, 1996. The plans, as confirmed, shall
collectively be referred to as the "Plan".
On October 17, 1995 AMERCO entered into an agreement (the Agreement) with
the Director-Defendants whereby AMERCO agreed, among other things, to fund the
Plan and to release the Director-Defendants from all claims AMERCO may have
against them arising from the Shoen Litigation. In addition, the
Director-Defendants agreed, among other things, (i) to release, subject to
certain exceptions, AMERCO from any claim they may have against it pursuant to
any indemnification agreements and (ii) to assign all rights they have under the
Shoen Litigation to AMERCO.
Pursuant to the Plan, AMERCO repurchased 18,254,976 shares of the
plaintiffs' Common Stock. As a result, the judgment in the Shoen Litigation was
satisfied in full. On October 1, 1996, the Director-Defendants emerged from
bankruptcy upon the filing of notice with the bankruptcy court that the
effective date of the Plan had occurred and that the Plan had been performed and
was substantially consummated.
As of the date hereof, an issue remains regarding whether or not the
plaintiffs are entitled to statutory post-judgment interest at the rate of ten
percent (10%) per year from February 21, 1995 (the date the Director-Defendants
filed for protection under Chapter 11) until the judgment was satisfied. On
July 19, 1996, the bankruptcy court ruled the plaintiffs are entitled to such
interest. The Director-Defendants and AMERCO have appealed the court's
decision. AMERCO has deposited $48,234,000 into an escrow account to secure
payment of the disputed interest, pending final resolution of this issue
(including all appeals by either side) which has been recorded as an "other
asset" in the Company's consolidated financial statements. If the interest
issue is decided adversely to AMERCO and the Director-Defendants, the amount
deposited into the escrow account will be transferred to the plaintiffs.
The ultimate outcome of this issue will not have the effect of increasing or
decreasing AMERCO's net earnings, but could reduce stockholders' equity.
AMERCO has deducted for income tax purposes approximately $324,000,000 of
the payments made to the plaintiffs. While AMERCO believes that such income tax
deductions are appropriate, there can be no assurance that such deductions
ultimately will be allowed in full.
<PAGE> 61
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
16. PREFERRED STOCK PURCHASE RIGHTS
AMERCO's Board of Directors adopted a stockholder-rights plan in July
1998. The rights were declared as a dividend of one preferred share purchase
right for each outstanding share of AMERCO's common stock. The dividend
distribution was payable on August 17, 1998 to the stockholders of record on
that date. When exercisable, each right will entitle its holder to purchase
from AMERCO one one-hundredth of a share of Series C Junior Participating
Preferred Stock (Series C), no par value per share of AMERCO, at a price of
$132.00 per one one-hundredth of a share of Series C, subject to adjustment.
AMERCO has created a series of 3,000,000 shares of authorized but unissued
preferred stock for the Series C stock authorized in this stockholder-rights
plan.
The rights will become exercisable if a person or group of affiliated or
associated persons acquire or obtain the right to acquire beneficial ownership
of 10% or more of the common stock without approval of a majority of the Board
of Directors of AMERCO. The rights will expire on August 7, 2008 unless
earlier redeemed or exchanged by AMERCO.
In the event AMERCO is acquired in a merger or other business combination
transaction after the rights become exercisable, each holder of a right would
be entitled to receive that number of shares of the acquiring company's common
stock equal to the result obtained by multiplying the then current Purchase
Price by the number one one-hundredths of a share of Series C for which a right
is then exercisable and dividing that product by 50% of the then current market
price per share of the acquiring company.
17. STOCK OPTION PLAN
AMERCO's stockholders approved a ten year incentive plan entitled the
AMERCO Stock Option and Incentive Plan (the Plan) for officers and key
employees in October 1992. No stock options or awards have been granted under
this plan to date.
The aggregate numbers of shares of stock subject to award under the Plan
may not exceed 3,000,000. The stock subject to the Plan is AMERCO Common Stock
unless prior to the date the first award is made under the Plan, a Committee of
at least two Board members determines, in its discretion, to utilize another
class of AMERCO stock. The features of the Plan are:
Incentive Stock Options (ISO's) - as defined under the Internal Revenue
Code and Non-qualified Stock Options under such terms and conditions as
the Committee determines in its discretion. The ISO's may be granted at
prices not less than one-hundred percent of the fair market value at the
date of grant with a term not exceeding ten years.
Stock Appreciation Right (SAR's) - subject to certain conditions and
limitations to holders of options under the Plan. SAR's permit the
optionee to surrender an exercisable option for an amount equal to the
excess of the market price of the common stock over the option price when
the right is exercised.
Restricted Stock Award - a specified number of common shares may be
granted subject to certain restrictions. Restriction violations during a
specified period result in forfeiture of the stock. The Committee may, at
its discretion, impose any restrictions on a Restricted Stock award.
Dividend Equivalents - in connection with options. Dividend Equivalents
are rights to receive additional shares of stock at the time of exercise
of the option to which such Dividend Equivalents apply.
Performance Share - deemed to be the equivalent of one share of stock and
credited to a Performance Share account to be maintained for each Holder.
The value of the shares at time of award or payment is the fair market
value of an equivalent number of shares of stock. At the end of the award
period, payment may be made subject to certain predetermined criteria and
restrictions.
<PAGE> 62
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
18. RELATED PARTY TRANSACTIONS
AMERCO has related party transactions with certain major stockholders,
directors and officers of the consolidated group as disclosed in Notes 2, 6, 10
and 16 of Notes to Consolidated Financial Statements.
During the years ended 1999, 1998 and 1997, AMERCO purchased $3,070,000,
$2,816,000 and $3,281,000, respectively, of printing from a company wherein an
officer is a major stockholder, director and officer of AMERCO.
During the year ended 1997, AMERCO purchased $11,164,000 of computer
components from a company wherein a major stockholder was the family trust of a
major stockholder, director and officer of AMERCO, until June 1, 1996.
On July 7, 1997, AMERCO executed an agreement with Sophia Shoen whereby
AMERCO paid $1,250,000 to Sophia Shoen to settle an arbitration proceeding
entitled JAMS-ENDISPUTE Link No. 940517195 and to terminate a Share Repurchase
--------------
and Registration Right Agreement. Sophia Shoen is a major stockholder of
AMERCO.
Management believes that these transactions were consummated on terms
equivalent to those that prevail in arm's-length transactions.
19. SUPPLEMENTAL CASH FLOW INFORMATION
The (increase) decrease in receivables, inventories and accounts payable
and accrued expenses net of other operating and investing activities follows:
Year ended
---------------------------------------
1999 1998 1997
---------------------------------------
(in thousands)
Receivables $ 676 (14,646) 41,192
=======================================
Inventories $ (11,272) (3,093) (19,903)
=======================================
Accounts payable and
accrued expenses $ 12,668 11,123 (20,819)
=======================================
<PAGE> 63
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
20. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES
A summarized consolidated balance sheet for Republic is presented below:
December 31,
-------------------
1998 1997
-------------------
(in thousands)
Investments, fixed maturities $ 421,346 427,304
Investments, other 23,812 34,918
Receivables 130,304 140,568
Deferred policy acquisition costs 12,299 7,203
Due from affiliate 18,259 18,377
Deferred federal income taxes 13,497 17,169
Other assets 19,460 8,910
-------------------
Total assets $ 638,977 654,449
===================
Policy liabilities and accruals $ 349,550 389,574
Unearned premiums 55,076 45,753
Other policyholders' funds and liabilities 22,905 23,723
-------------------
Total liabilities 427,531 459,050
Stockholder's equity 211,446 195,399
-------------------
Total liabilities and
stockholder's equity $ 638,977 654,449
===================
A summarized consolidated income statement for Republic is presented
below:
Year ended December 31,
-------------------------------
1998 1997 1996
-------------------------------
(in thousands)
Premiums $ 145,301 155,906 156,505
Net investment income 32,908 31,292 30,572
-------------------------------
Total revenue 178,209 187,198 187,077
Benefits and losses 118,870 165,890 131,407
Amortization of deferred policy
acquisition costs 7,443 8,622 9,858
Operating expenses 32,790 11,950 27,550
-------------------------------
Total expenses 159,103 186,462 168,815
Income from operations 19,106 736 18,262
Federal income tax
benefit (expense) (5,976) 556 (5,502)
-------------------------------
Net income $ 13,130 1,292 12,760
===============================
<PAGE> 64
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
20. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES,
continued
A summarized consolidated balance sheet for Oxford is presented below:
December 31,
-------------------
1998 1997
-------------------
(in thousands)
Investments, fixed maturities $ 479,649 459,569
Investments, other 139,011 106,649
Receivables 28,138 50,696
Deferred policy acquisition costs 50,984 37,052
Due (to) from affiliate (9,862) (238)
Other assets 49,503 37,390
-------------------
Total assets $ 737,423 691,118
===================
Policy liabilities and accruals $ 136,299 157,315
Premium deposits 457,759 425,347
Other policyholders' funds and liabilities 27,351 11,598
Deferred federal income taxes 22,389 11,062
-------------------
Total liabilities 643,798 605,322
Stockholder's equity 93,625 85,796
-------------------
Total liabilities and
stockholder's equity $ 737,423 691,118
===================
A summarized consolidated income statement for Oxford is presented below:
Year ended December 31,
-------------------------------
1998 1997 1996
-------------------------------
(in thousands)
Premiums $ 94,488 29,731 27,832
Net investment income 19,147 17,811 18,793
-------------------------------
Total revenue 113,635 47,542 46,625
Benefits and losses 57,690 24,377 27,017
Amortization of deferred policy
acquisition costs 12,772 5,572 6,635
Operating expenses 31,015 6,953 2,399
-------------------------------
Total expenses 101,477 36,902 36,051
Income from operations 12,158 10,640 10,574
Federal income tax expense (3,423) (3,220) (2,771)
-------------------------------
Net income $ 8,735 7,420 7,803
===============================
<PAGE> 65
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
20. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES,
continued
Applicable laws and regulations of the State of Arizona require
maintenance of minimum capital determined in accordance with statutory
accounting practices in the amount of $400,000 for Oxford and $1,000,000 for
Republic. In addition, the amount of dividends which can be paid to
stockholders by insurance companies domiciled in the State of Arizona is
limited. Any dividend in excess of the limit requires prior regulatory
approval. Statutory surplus which can be distributed as dividends is
$5,058,000 at December 31, 1998.
Audited statutory net income for Republic for the years ended December 31,
1998, 1997 and 1996 was $12,382,000, $2,124,000 and $16,807,000, respectively;
audited statutory capital and surplus was $166,000,000 and $157,027,000 at
December 31, 1998 and 1997, respectively.
Audited statutory net income for Oxford for the years ended December 31,
1998, 1997 and 1996 was $814,000, $8,278,000 and $12,815,000, respectively;
audited statutory capital and surplus was $64,084,000 and $57,102,000 at
December 31, 1998 and 1997, respectively.
On November 21, 1997, Oxford purchased all of the issued and outstanding
shares of Encore Financial, Inc. and its subsidiaries (Encore) for $11,569,000.
Encore's primary subsidiary is North American Insurance Company (NAI). NAI's
premium volume is primarily from the sale of credit life and disability
products. NAI owns all of the issued and outstanding common shares of North
American Fire & Casualty Insurance Company, a property and casualty insurance
company. In December 1998, North American Fire & Casualty Insurance Company was
sold to Republic.
On November 24, 1997, Oxford purchased all of the issued and outstanding
shares of Safe Mate Life Insurance Company, for $2,243,000. As of November 1,
1998, Safe Mate merged into Oxford. Safe Mate's business was the sale of credit
life and disability products. These purchases greatly increase Oxford's
distribution channels and enhance administrative capabilities in these markets.
<PAGE> 66
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
21. 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). See Note 1 of Notes to
Consolidated Financial Statements for a description of the industry segments.
Information concerning operations by industry segment follows:
<TABLE>
<CAPTION>
Moving Property/ Adjustments
and Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated
--------------------------------------------------------------------
(in thousands)
Fiscal year 1999
- ----------------
Revenues:
<S> <C> <C> <C> <C> <C> <C>
Outside $1,266,372 6,658 166,475 112,427 - 1,551,932
Intersegment - 71,888 11,734 1,208 (84,830) -
--------- ------- ------- ------- -------- ---------
Total revenue $1,266,372 78,546 178,209 113,635 (84,830) 1,551,932
Depreciation/
amortization $ 72,325 10,990 9,190 21,597 - 114,102
Interest expense $ 73,658 40,595 - - (40,595) 73,658
Pretax earnings $ 46,679 19,667 19,106 12,158 - 97,610
Income tax
expense $ 18,819 6,883 5,976 3,423 - 35,101
Identifiable
assets at
March 31, 1999 $1,339,312 708,756 638,977 737,423 (336,965) 3,087,503
<CAPTION>
Fiscal year 1998
- ----------------
Revenues:
<S> <C> <C> <C> <C> <C> <C>
Outside $1,205,985 4,908 167,398 46,318 - 1,424,609
Intersegment - 67,371 19,800 1,224 (88,395) -
--------- ------- ------- ------- -------- ---------
Total revenue $1,205,985 72,279 187,198 47,542 (88,395) 1,424,609
Depreciation/
amortization $ 89,940 7,824 10,807 5,251 - 113,822
Interest expense $ 37,146 42,223 - - - 79,369
Pretax earnings $ 49,036 15,887 736 10,640 - 76,299
Income tax
expense
(benefit) $ 19,166 5,813 (556) 3,220 - 27,643
Extraordinary
loss on early
extinguishment
of debt, net $ 13,672 - - - - 13,672
Identifiable
assets at
March 31, 1998 $1,221,579 662,634 654,449 691,118 (316,503) 2,913,277
</TABLE>
<PAGE> 67
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
21. 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)
Fiscal year 1997
- ---------------
Revenues:
<S> <C> <C> <C> <C> <C> <C>
Outside $1,168,061 4,350 167,352 45,616 - 1,385,379
Intersegment - 65,624 19,725 1,009 (86,358) -
--------- ------- ------- ------- -------- ---------
Total revenue $1,168,061 69,974 187,077 46,625 (86,358) 1,385,379
Depreciation/
amortization $ 61,822 13,785 12,040 6,717 - 94,364
Interest expense $ 38,579 37,462 - - - 76,041
Pretax earnings $ 34,501 20,191 18,262 10,574 - 83,528
Income tax
expense $ 14,078 6,993 5,502 2,771 - 29,344
Extraordinary
loss on early
extinguishment
of debt, net $ 2,319 - - - - 2,319
Identifiable
assets at
March 31, 1997 $1,158,932 652,213 609,687 607,078 (308,916) 2,718,994
</TABLE>
<PAGE> 68
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
21. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Geographic Area Data - United States Canada Consolidated
---------------------------------------
(All amounts are in U.S. $'s) (in thousands)
Fiscal year 1999
- ----------------
Total revenues $ 1,522,159 29,773 1,551,932
Depreciation/amortization $ 110,817 3,285 114,102
Interest expense $ 73,641 17 73,658
Income tax expense $ 35,101 - 35,101
Identifiable assets at
March 31, 1999 $ 3,046,247 41,256 3,087,503
Fiscal year 1998
- ----------------
Total revenues $ 1,393,542 31,067 1,424,609
Depreciation/amortization $ 111,072 2,750 113,822
Interest expense $ 79,340 29 79,369
Income tax expense $ 27,643 - 27,643
Extraordinary loss $ 13,672 - 13,672
Identifiable assets at
March 31, 1998 $ 2,863,416 49,861 2,913,277
Fiscal year 1997
- ----------------
Total revenues $ 1,356,424 28,955 1,385,379
Depreciation/amortization $ 91,920 2,444 94,364
Interest expense $ 76,016 25 76,041
Income tax expense $ 29,344 - 29,344
Extraordinary loss $ 2,319 - 2,319
Identifiable assets at
March 31, 1997 $ 2,674,603 44,391 2,718,994
22. SUBSEQUENT EVENTS
On May 4, 1999, AMERCO declared a cash dividend of $3,241,000 ($0.53125 per
preferred share) to the Series A preferred stockholders of record as of May 14,
1999.
In June 1999, AMERCO paid a cash dividend of $465,000 ($18.60 per preferred
share) to the Series B preferred stockholder.
See Notes 5 and 14 of Notes to Consolidated Financial Statements for other
subsequent event disclosures.
<PAGE> 69
<TABLE>
SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS
Additional Information
The following Summary of Earnings of Independent Trailer Fleets is presented for purposes of analysis and is not a
required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the
audits of the basic financial statements by PricewaterhouseCoopers LLP, independent accountants, whose report thereon appears
elsewhere herein.
<CAPTION>
Years Ended March 31,
----------------------------------------------------------------------
1999 1998 1997 1996 1995
----------------------------------------------------------------------
(in thousands, except earnings per $100 of average investment)
<S> <C> <C> <C> <C> <C>
Earnings data (Note A):
Fleet Owner income:
Credited to Fleet Owner gross
rental income $ 2,191 2,317 3,214 4,181 5,288
Credited to Distribution, Accident,
and Canadian Duty Fund (Note D) 32 27 36 69 66
----- ----- ----- ----- -----
Total Fleet Owner income 2,223 2,344 3,250 4,250 5,354
----- ----- ----- ----- -----
Fleet Owner operation expenses:
Charged to Fleet Owner (Note C) 873 1,144 1,639 2,182 2,127
Charged to Distribution, Accident
and Canadian Duty Funds (Note D) 78 98 131 254 234
----- ----- ----- ----- -----
Total Fleet Owner operation
expenses 951 1,242 1,770 2,436 2,361
----- ----- ----- ----- -----
Fleet Owner earnings before
Distribution, Accident and
Canadian Duty Funds credit,
depreciation and income taxes 1,272 1,102 1,480 1,814 2,993
Distribution, Accident and Canadian
Duty Funds credit (Note D) 45 70 95 185 168
----- ----- ----- ----- -----
Net Fleet Owner earnings before
depreciation and income taxes $ 1,317 1,172 1,575 1,999 3,161
===== ===== ===== ===== =====
Investment data (Note A):
Amount at end of year $ 3,272 3,875 5,402 6,871 8,593
===== ===== ===== ===== =====
Average amount during year $ 3,574 4,639 6,137 7,732 9,351
===== ===== ===== ===== =====
Net Fleet Owner earnings before
depreciation and income taxes
per $100 of average investment
(Note B) $ 36.85 25.26 25.66 25.85 33.80
===== ===== ===== ===== =====
The accompanying notes are an integral part of this Summary of Earnings of Independent Trailer Fleets.
</TABLE>
<PAGE> 70
<TABLE>
NOTES TO SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS
Additional Information
(A) The accompanying Summary of Earnings of Independent Trailer Fleets includes the operations of trailers under the brand name of
"U-Haul" owned by Independent Fleet Owners. Earnings data represent the aggregate results of operations before depreciation
and taxes. Investment data represent the cost of trailers and investments before accumulated depreciation.
Fleet Owner income is based on Independent Rental Dealer reports of rentals transacted through the day preceding the last
Monday of each month and received by U-Haul International, Inc. by the end of the month and Company-Operated U-Haul Center
reports of rentals transacted through the last day of each month. Payments to Fleet Owners for trailers lost or retired from
rental service as a result of damage by accident have not been reflected in this summary because such payments do not relate
to earnings before depreciation and income taxes but, rather, investment (depreciation).
The investment data is based upon the cost of trailers to the Fleet Owners as reflected by sales records of the U-Haul
manufacturing facilities.
(B) The summary of earnings data stated in terms of amount per $100 of average investment represents the aggregate results of
operations (earnings data) divided by the average amount of investment during the periods. The average amount of investment
is based upon a simple average of the month-end investment during each period. Average earnings data is not necessarily
representative of an individual Fleet Owner's earnings.
(C) A summary of operations expenses charged directly to Independent Fleet Owners follows:
<CAPTION>
Year ended March 31,
----------------------------------------
1999 1998 1997 1996 1995
----------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Licenses $ 159 285 434 436 503
Public liability insurance 134 156 198 264 320
Repairs and maintenance 580 703 1,007 1,482 1,304
-------- ----- ----- ----- -----
$ 873 1,144 1,639 2,182 2,127
======== ===== ===== ===== =====
(D) The Fleet Owners, Independent Rental Dealers, U-Haul International, Inc. and Subsidiary U-Haul Rental Companies forego normal
commissions on a portion of gross rental fees designated for transfer to the Distribution Fee Fund, the Accident Fund and the
Canadian Duty Fund. Designated expenses, otherwise chargeable to Fleet Owners, are paid from these Funds to the extent of
the financial resources of the Funds. The amounts designated "Distribution, Accident and Canadian Duty Funds credit" in the
accompanying summary of earnings represent Operator Contribution expenses borne by the Funds, which exceed Independent
Fleetowner commissions foregone.
</TABLE>
<PAGE> 71
<TABLE>
NOTES TO SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS, continued
Additional Information
(E) Commissions foregone for transfer to the Distribution, Accident and Canadian Duty Funds (net of fees in excess of expenses
incurred) follows:
<CAPTION>
Subsidiary Fleet Owners
-------------------------
U-Haul Subsidiary
Companies Companies Independent Total
--------------------------------------------------
(in thousands)
Year ended:
<S> <C> <C> <C> <C>
March 31, 1999 $ 1,371 705 32 2,108
March 31, 1998 947 482 28 1,457
March 31, 1997 882 439 36 1,357
March 31, 1996 1,287 624 69 1,980
March 31, 1995 986 465 66 1,517
</TABLE>
<TABLE>
(F) A summary of Independent Fleet Owner expenses incurred by the Funds follows:
<CAPTION>
Year ended March 31,
----------------------------------------------
1999 1998 1997 1996 1995
----------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Accident repairs $ 1,766 1,049 1,111 1,675 1,295
Less portion allocated to fleets owned by subsidiary
companies 1,688 951 980 1,421 1,061
------ ----- ----- ----- -----
Total Independent Fleet Owner expenses paid
by funds 78 98 131 254 234
Add portion allocated to fleets owned by subsidiary
companies 1,688 951 980 1,421 1,061
Return of investment (accident reimbursement) 342 408 246 305 222
------ ----- ----- ----- -----
Total expenses incurred by Funds $ 2,108 1,457 1,357 1,980 1,517
====== ===== ===== ===== =====
</TABLE>
<PAGE> 72
Schedule I
Condensed Financial Information of Registrant
AMERCO
Balance Sheets
March 31,
1999 1998
---------------------
(in thousands)
Assets
- ------
Cash $ 1,082 1,040
Investment in subsidiaries 749,620 686,331
Due from unconsolidated subsidiaries 1,057,142 957,084
Other assets 80,135 58,449
----------------------
$ 1,887,979 1,702,904
======================
Liabilities and Stockholders' Equity
- ------------------------------------
Liabilities:
Notes and loans payable $ 1,114,063 1,023,571
Other liabilities 141,634 67,458
----------------------
Stockholders' equity:
Preferred stock - -
Common stock 10,563 10,563
Additional paid-in capital 299,905 313,444
Accumulated other comprehensive income (17,740) (9,384)
Retained earnings:
Beginning of year 658,227 644,009
Net earnings 62,509 34,984
Dividends paid (17,414) (20,766)
----------------------
739,318 658,227
Less:
Cost of common shares in treasury 363,533 359,723
Unearned employee stock
ownership plan shares 235 1,252
----------------------
Total stockholders' equity 632,282 611,875
----------------------
$ 1,887,979 1,702,904
======================
See accompanying notes to condensed financial information and notes to
consolidated financial statements incorporated herein by reference.
<PAGE> 73
Schedule I, continued
Condensed Financial Information of Registrant
AMERCO
Statements of Earnings
Years Ended March 31,
1999 1998 1997
------------------------------------
(in thousands, except share and per share data)
Revenues
- --------
Net interest income from
subsidiaries $ 57,500 64,751 58,723
Expenses
- --------
Interest expense 73,960 76,969 72,560
Other expenses 7,394 6,040 3,408
------------------------------------
Total expenses 81,354 83,009 75,968
------------------------------------
Operating loss (23,854) (18,258) (17,245)
Equity in earnings of
unconsolidated subsidiaries 111,782 89,339 98,895
Income tax expense (25,419) (25,615) (27,466)
Extraordinary loss on early
extinguishment of debt, net - (10,482) (2,319)
------------------------------------
Net earnings $ 62,509 34,984 51,865
====================================
Earnings per common share
(both basic and diluted):
Earnings from operations
before extraordinary loss
on early extinguishment of
debt $ 2.07 1.28 1.44
Extraordinary loss on early
extinguishment of debt, net - (0.62) (0.09)
------------------------------------
Net earnings $ 2.07 0.66 1.35
====================================
Weighted average common
shares outstanding 21,937,686 21,896,101 25,479,651
====================================
See accompanying notes to condensed financial information and notes to
consolidated financial statements incorporated herein by reference.
<PAGE> 74
Schedule I, continued
Condensed Financial Information of Registrant
AMERCO
Statements of Cash Flows
Years Ended March 31,
1999 1998 1997
--------------------------------
(in thousands)
Cash flows from operating activities:
Net earnings $ 62,509 34,984 51,865
Amortization, net (1,730) 270 1,954
Equity in earnings of
subsidiaries 78,014 56,578 65,392
Increase (decrease) in amounts due
from unconsolidated subsidiaries (64,062) (74,909) 192,119
Net change in operating assets and
liabilities (89,921) (69,642) (63,961)
Other, net (4,695) 1,074 (8,641)
--------------------------------
Net cash provided (used) by
operating activities (19,885) (51,645) 238,728
--------------------------------
Cash flows from financing activities:
Net change in short term borrowings 135,500 122,500 (347,000)
Proceeds from notes - 300,000 562,000
Leveraged Employee Stock Ownership
Plan-repayments from loan 1,017 1,717 1,717
Principal payments on notes (45,008) (314,008) (229,157)
Debt issuance costs (358) (2,664) (5,612)
Issuance of common stock - - 73,709
Issuance (repurchase) of
preferred stock (50,000) (25,000) 98,546
Preferred stock dividends paid (17,414) (20,766) (16,875)
Treasury Stock purchase, net (3,810) - (248,605)
Deferred tax-treasury stock - - (80,997)
Escrow deposit - - (48,234)
Extraordinary loss on early
extinguishment of debt, net - (10,482) (2,319)
--------------------------------
Net cash provided (used) by
financing activities 19,927 51,297 (242,827)
--------------------------------
Increase (decrease) in cash
and cash equivalents 42 (348) (4,099)
Cash and cash equivalents
at beginning of year 1,040 1,388 5,487
--------------------------------
Cash and cash equivalents
at end of year $ 1,082 1,040 1,388
================================
Income taxes paid in cash amounted to $1,425,000, $2,588,000 and
$4,721,000 for 1999, 1998 and 1997, respectively. Interest paid in cash
amounted to $74,026,000, $72,337,000 and $67,492,000 for 1999, 1998 and 1997,
respectively.
See accompanying notes to condensed financial information and notes to
consolidated financial statements incorporated herein by reference.
<PAGE> 75
Schedule I, continued
Condensed Financial Information of Registrant
AMERCO
Notes to Condensed Financial Information
March 31, 1999, 1998 and 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AMERCO, a Nevada corporation, was incorporated in April, 1969, and is the
holding company for U-Haul International, Inc., Republic Western Insurance
Company, Oxford Life Insurance Company and Amerco Real Estate Company. The
financial statements of the Registrant should be read in conjunction with the
Consolidated Financial Statements and notes thereto included in this Form 10-K.
AMERCO is included in a consolidated Federal income tax return with all of
its U.S. subsidiaries. Accordingly, the provision for income taxes has been
calculated for Federal income taxes of the Registrant and subsidiaries included
in the consolidated return of the Registrant. State taxes for all subsidiaries
are allocated to the respective subsidiaries.
The financial statements include only the accounts of the Registrant (a
Nevada corporation), which include certain of the corporate operations of
AMERCO. The debt and related interest expense of the Registrant have been
allocated to the consolidated subsidiaries. The intercompany interest income
and expenses are eliminated in the consolidated financial statements.
2. GUARANTEES
AMERCO has guaranteed performance of certain long-term leases. See Note
14 of Notes to Consolidated Financial Statements.
3. NOTES AND LOANS PAYABLE
Notes and loans payable consist of the following:
March 31,
--------------------
1999 1998
--------------------
(in thousands)
Medium-term notes payable, unsecured,
6.71% to 8.08% interest
rates, due through 2027 $ 317,000 362,000
Notes payable under Bond Backed Asset
Trust, unsecured, 6.65% to 7.14%
interest rates, due through 2033 300,000 300,000
Notes payable to public,
unsecured, 7.85% interest
rate, due through 2004 175,000 175,000
Other notes payable, unsecured,
9.50% interest rate,
due through 2005 63 71
Notes payable to banks under
revolving lines of credit, unsecured,
5.85% to 5.94% interest rates 297,000 180,000
Other short-term promissory notes,
6.19% interest rate 25,000 6,500
--------------------
$ 1,114,063 1,023,571
====================
For additional information, see Note 5 of Notes to Consolidated Financial
Statements.
<PAGE> 76
<TABLE>
Schedule V
AMERCO AND CONSOLIDATED SUBSIDIARIES
Supplemental Information (For Property-Casualty Insurance Underwriters)
Years ended December 31, 1998, 1997 and 1996
<CAPTION>
Reserves Amorti-
for Unpaid zation Paid
Claims Claims and of Claims
Deferred and Claim Adjustment Deferred and
Policy Claim Net Net Expenses Incurred Policy Claim Net
Affiliation Acqui- Adjust- Discount Earned Invest- Related to Acqui- Adjust- Premiums
With sition ment if any, Unearned Premiums ment Current Prior sition ment Written
Year Registrant Costs Expenses Deducted Premiums (1) Income Year Year Costs Expenses (2)
- ---- ---------- ----- --------- -------- -------- -------- ------ ---- ---- ----- -------- -------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
99 Consolidated
property -
casualty entity $ 12,299 344,748 N/A 55,076 133,567 32,908 116,069 (8,827) 7,443 140,159 143,571
98 Consolidated
property -
casualty entity 7,203 384,816 N/A 45,753 136,106 31,292 132,291 23,192 8,622 118,308 135,782
97 Consolidated
property -
casualty entity 8,622 332,674 N/A 50,699 136,780 30,572 112,394 11,527 9,858 119,674 129,034
(1) The earned premiums are reported net of intersegment transactions. Earned premiums eliminated in consolidation amount to
$11,734,000, $19,800,000 and $19,725,000 for the years ended 1998, 1997 and 1996, respectively.
(2) The premiums written are reported net of intersegment transactions. Premiums written eliminated in consolidation amount to
$10,921,000, $20,287,000 and $15,373,000 for the years ended 1998, 1997 and 1996, respectively.
</TABLE>
<PAGE> 77
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
U-Haul International, Inc.
By: /S/ EDWARD J. SHOEN
---------------------------------------
Edward J. Shoen
President of U-Haul International, Inc.
Dated: June 24, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ EDWARD J. SHOEN President of U-Haul June 24, 1999
- ---------------------- International, Inc.
Edward J. Shoen (Principal Executive
Officer)
/S/ DONALD W. MURNEY Principal Financial June 24, 1999
- ---------------------- and Accounting Officer
Donald W. Murney
/S/ JAMES P. SHOEN Director June 24, 1999
- ----------------------
James P. Shoen
/S/ DAVID SCHMELTZ Director June 24, 1999
- ----------------------
David Schmeltz
/S/ WILLAIM E. CARTY Director June 24, 1999
- ----------------------
William E. Carty
/S/ RICHARD J. HERRERA Director June 24, 1999
- ----------------------
Richard J. Herrera
<PAGE>
PROPERTY MANAGEMENT AGREEMENT
-----------------------------
THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
into effective as of July 1, 1998 among Five SAC Self-Storage
Corporation, a Nevada corporation, with its principal place of
business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"),
and the property managers identified on Exhibit A attached hereto and
---------
incorporated herein by reference, as such Exhibit A may be amended
from time to time (each such property manager is respectively
referred to herein as "U-Haul").
RECITALS
--------
A. Owner owns the real property and self-storage related
improvements thereon located at the addresses specified on Exhibit A
(hereinafter, collectively the "Property").
B. Owner intends that the Property be rented on a space-by-
space retail basis to corporations, partnerships, individuals and/or
other entities for use as self-storage facilities.
C. Owner desires that U-Haul manage the Property and U-Haul
desires to act as the property manager for the Property, all in
accordance with the terms and conditions of this Agreement and as
more specifically designated on Exhibit A hereto.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Owner and U-Haul hereby agree as follows.
1. Employment.
----------
(a) Owner hereby retains U-Haul, and U-Haul agrees to act as
manager of the Property upon the terms and conditions hereinafter set
forth.
(b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
in the business of managing self-storage facilities, both for its own
account and for the account of others. It is hereby expressly agreed
that notwithstanding this Agreement, U-Haul and such affiliates may
continue to engage in such activities, may manage facilities other
than those presently managed by U-Haul and its affiliates (whether or
not such other facilities may be in direct or indirect competition
with Owner) and may in the future engage in other business which may
compete directly or indirectly with activities of Owner.
(c) In the performance of their respective duties under this
Agreement, each U-Haul property manager shall occupy the position of
an independent contractor with respect to Owner. Nothing contained
herein shall be construed as making the parties hereto (or any of
them) partners or joint venturors, nor (except as expressly otherwise
<PAGE>
provided for herein) construed as making U-Haul an agent or employee
of Owner or of any other U-Haul property manager hereunder.
2. Duties and Authority of U-Haul.
------------------------------
(a) GENERAL DUTIES AND AUTHORITY. Subject only to the
restrictions and limitations provided in paragraphs (o) and (p) of
this Section 2 and the right of Owner to terminate this Agreement as
provided in Section 6 hereof, U-Haul shall have the sole and
exclusive authority to fully manage the Property and supervise and
direct the business and affairs associated or related to the daily
operation thereof, and, to that end on behalf of Owner, to execute
such documents and instruments as, in the sole judgment of U-Haul,
are reasonably necessary or advisable under the circumstances in
order to fulfill U-Haul's duties hereunder. Such duties and
authority shall include, without limitation, those set forth below.
(b) RENTING OF THE PROPERTY. U-Haul shall establish policies
and procedures for the marketing activities for the Property, and may
advertise the Property through such media as U-Haul deems advisable,
including, without limitation, advertising with the Yellow Pages. U-
Haul shall have the sole discretion, which discretion shall be
exercised in good faith, to establish the terms and conditions of
occupancy by the tenants of the Property, and U-Haul is hereby
authorized to enter into rental agreements on behalf and for the
account of Owner with such tenants and to collect rent from such
tenants. U-Haul may jointly advertise the Property with other
properties owned or managed by U-Haul, and in that event, U-Haul
shall reasonably allocate the cost of such advertising among such
properties.
(c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make,
execute, supervise and have control over the making and executing of
all decisions concerning the acquisition of furniture, fixtures and
supplies for the Property, and may purchase, lease or otherwise
acquire the same on behalf of Owner. U-Haul shall make and execute,
or supervise and have control over the making and executing of all
decisions concerning the maintenance, repair, and landscaping of the
Property. U-Haul shall, on behalf of Owner, negotiate and contract
for and supervise the installation of all capital improvements
related to the Property; provided, however, that U-Haul agrees to
secure the prior written approval of Owner on all such expenditures
in excess of $5,000.00 for any one item, except monthly or recurring
operating charges and/or emergency repairs if in the opinion of U-
Haul such emergency-related expenditures are necessary to protect the
Property from damage or to maintain services to the tenants as called
for in their respective leases.
(d) PERSONNEL. U-Haul shall select all vendors, suppliers,
contractors, subcontractors and employees with respect to the
Property and shall hire, discharge and supervise all labor and
employees required for the operation and maintenance of the Property.
Any employees so hired shall be employees of U-Haul, and shall be
carried on the payroll of U-Haul. Employees may include, but will
not be limited to, on-site resident managers, on-site assistant
<PAGE>
managers, and relief managers located, rendering services, or
performing activities on the Property in connection with its
operation and management. The cost of employing such persons shall
not exceed prevailing rates for comparable persons performing the
same or similar services with respect to real estate similar to the
Property.
(e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of
Owner such agreements which U-Haul deems necessary or advisable for
the furnishing of utilities, services, concessions and supplies, for
the maintenance, repair and operation of the Property and such other
agreements which may benefit the Property or be incidental to the
matters for which U-Haul is responsible hereunder.
(f) OTHER DECISIONS. U-Haul shall make all decisions in
connection with the daily operation of the Property.
(g) REGULATIONS AND PERMITS. U-Haul shall comply in all
material respects with any statute, ordinance, law, rule, regulation
or order of any governmental or regulatory body, having jurisdiction
over the Property, respecting the use of the Property or the
maintenance or operation thereof. U-Haul shall apply for and attempt
to obtain and maintain, on behalf of Owner, all licenses and permits
required or advisable (in the sole judgment of U-Haul) in connection
with the management and operation of the Property.
(h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
U-haul shall establish, supervise, direct and maintain the operation
of a system of record keeping and bookkeeping with respect to all
receipts and disbursements in connection with the management and
operation of the Property. The books, records and accounts shall be
maintained at the U-Haul office or at such other location as U-Haul
shall determine, and shall be available and open to examination and
audit quarterly by Owner, its representatives, any mortgagee of the
Property, and such mortgagee's representative. On or before thirty
(30) days after the close of each quarter, U-Haul shall cause to be
prepared and delivered to Owner, a monthly statement of receipts,
expenses and charges, together with a statement of the disbursements
made by U-Haul during such period on Owner's behalf.
(i) [Reserved].
(j) COLLECTION. U-Haul shall be responsible for the billing and
collection of all accounts receivable and for payment of all accounts
payable with respect to the Property and shall be responsible for
establishing policies and procedures to minimize the amount of bad
debts.
(k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on
behalf and in the name of Owner, any and all legal actions or
proceedings U-Haul deems necessary or advisable to collect charges,
rent or other income due to Owner with respect to the Property and to
<PAGE>
oust or dispossess tenants or other persons unlawfully in possession
under any lease, license concession agreement or otherwise, and to
collect damages for breach thereof or default thereunder by such
tenant, licensee, concessionaire or occupant.
(l) INSURANCE. U-Haul shall use its best efforts to assure that
there is obtained and maintained in force, fire, comprehensive
liability and other insurance policies in amounts generally carried
with respect to similar facilities. U-Haul may in its discretion
obtain employee theft or similar insurance in amounts and with such
deductibles as U-Haul deems appropriate. U-Haul shall promptly
provide Owner with such certificates of insurance as Owner may
reasonably request in writing, evidencing such insurance coverage.
(m) TAXES. During the term of this Agreement, U-Haul shall pay
from Owner's funds, prior to delinquency, all real estate taxes,
personal property taxes, and all other taxes assessed to, or levied
upon, the Property. If required by the holder of any note secured by
the Property, U-Haul will set aside, from Owner's funds, a reserve
from each month's rent and other income collected, in an amount
required by said holder for purposes of payment of real property
taxes.
(n) RESTRICTIONS. Notwithstanding anything to the contrary set
forth in this Section 2, U-Haul shall not be required to do, or cause
to be done, anything for the account of Owner (i) which may make
U-Haul liable to third parties; (ii) which may not be commenced,
undertaken or completed because of insufficient funds of Owner; or,
(iii) which may not be commenced, undertaken or completed because of
acts of God, strikes, governmental regulations of laws, acts of war
or other types of events beyond the control of U-Haul, whether
similar or dissimilar to the foregoing.
(o) LIMITATIONS ON U-HAUL AUTHORITY. Notwithstanding anything
to the contrary set forth in this Section 2, U-Haul shall not,
without obtaining the prior written consent of Owner, (i) rent
storage space in the Property by written lease or agreement for a
stated term in excess of one year, (ii) alter the building or other
structures of the Property in any material manner; (iii) make any
other agreements which exceed a term of one year and are not
terminable on thirty day's notice at the will of Owner, without
penalty, payment or surcharge; (iv) act in violation of any law; or
(v) act in violation of any duty or responsibility of Owner under any
mortgage loan secured by the Property.
(p) SHARED EXPENSES. Owner acknowledges that certain economies
may be achieved with respect to certain expenses to be incurred by U-
Haul on behalf of Owner hereunder if materials, supplies, insurance
or services are purchased by U-Haul in quantity for use not only in
connection with the Property but in connection with other properties
owned or managed by U-Haul or its affiliates. U-Haul shall have the
right to purchase such materials, supplies, insurance and/or services
in its own name and charge Owner a pro rata allocable share of the
cost of the foregoing; provided, however, that the pro rata cost of
such purchase to Owner shall not result in expenses greater than
<PAGE>
would otherwise be incurred at competitive prices and terms available
in the area where the Property is located; and provided further, U-
Haul shall give Owner access to records so Owner may review any such
expenses incurred.
(q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as
hereinafter defined) shall be deposited into a trust bank account
maintained by U-Haul (or its parent company) as trustee for the
benefit of the Owner. To the extent that the Gross Revenues are
deposited into a collective trust account maintained by U-Haul (or
its parent company) for the benefit of multiple property owners, such
trust account will clearly identify the beneficiaries and U-Haul (or
its parent company) shall reconcile such account daily and maintain
such records as shall clearly identify each day the respective
interest of each beneficiary in such collective trust account. Gross
Revenues of the Owner shall be applied first to the repayment of
Owner's senior debt with respect to the Property, and then to U-Haul
in reimbursement of expenses and for management fees as provided
under Section 4 below.
3. Duties of Owner.
---------------
Owner hereby agrees to cooperate with U-Haul in the performance
of U-Haul's duties under this Agreement and to that end, upon the
request of U-Haul, to provide, at such rental charges, if any, as are
deemed appropriate, reasonable office space for U-Haul employees on
the premises of the Property and to give U-Haul access to all files,
books and records of Owner relevant to the Property. Owner shall not
unreasonably withhold or delay any consent or authorization to U-Haul
required or appropriate under this Agreement.
4. Compensation of U-Haul.
----------------------
(a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full
amount due for the services herein provided a fee (the "Management
Fee") equal to six percent (6%) of the "Gross Revenue" derived from
or connected with the Property so managed by U-Haul hereunder. The
term "Gross Revenue" shall mean all receipts (excluding security
deposits unless and until Owner recognizes the same as income) of
Owner (whether or not received by U-Haul on behalf or for the account
of Owner) arising from the operation of the Property, including
without limitation, rental payments of lessees of space in the
Property, vending machine or concessionaire revenues, maintenance
charges, if any, paid by the tenants of the Property in addition to
basic rent, parking fees, if any, and all monies whether or not
otherwise described herein paid for the use of the Property. "Gross
Revenue" shall be determined on a cash basis. The Management Fee
shall be paid promptly at the end of each calendar quarter and shall
be calculated on the basis of the "Gross Revenue" of such preceding
quarter. The Management Fee shall be paid to each U-Haul property
manager herein identified based on the Gross Revenue of each
respective Property for which such property manager is responsible as
set forth on Exhibit A hereto. Each property manager agrees that its
---------
<PAGE>
monthly Management Fee shall be subordinate to that month's principal
balance and interest payment on any first lien position mortgage loan
on the Property.
It is understood and agreed that the Management Fee will not be
reduced by the cost to Owner of those employees and independent
contractors engaged by or for Owner, including but not limited to the
categories of personnel specifically referred to in Section 2(d).
Except as provided in this Section 4, it is further understood and
agreed that U-Haul shall not be entitled to additional compensation
of any kind in connection with the performance by it of its duties
under this Agreement.
(b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the
Management Fee described above, U-Haul shall be entitled to
reimbursement from Owner, on a quarterly basis, for all out-of-pocket
expenses incurred by U-Haul hereunder in connection with the
management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead,
litigation and dispute resolution related expenses, capital
improvement expenses, and costs of sales.
5. Use of Trademarks, Service Marks and Related Items.
--------------------------------------------------
Owner acknowledges the significant value of the "U-Haul" name in
the operations of Owner's property and it is therefore understood and
agreed that the name, trademark and service mark, "U-Haul", and
related marks, slogans, caricatures, designs and other trade or
service items shall be utilized for the non-exclusive benefit of
Owner in the rental and operation of the Property, and in comparable
operations elsewhere. It is further understood and agreed that this
name and all such marks, slogans, caricatures, designs and other
trade or service items shall remain and be at all times the property
of U-Haul and its affiliates, and that, except during the term hereof
and as expressly provided herein, Owner shall have no right
whatsoever therein. Owner agrees that during the term of this
agreement the sign faces at the property will have the name "U-Haul."
The U-Haul sign faces will be paid for by Owner. Upon termination of
this agreement at any time for any reason, all such use by and for
the benefit of Owner of any such name, mark, slogan, caricature,
design or other trade or service item in connection with the Property
shall, in any event, be terminated and any signs bearing any of the
foregoing shall be removed from view and no longer used by Owner. In
addition, upon termination of this Agreement at any time for any
reason, Owner shall not enter into any new leases of Property using
the U-Haul lease form or use other forms prepared by U-Haul. It is
understood and agreed that U-Haul will use and shall be unrestricted
in its use of such name, mark, slogan, caricature, design or other
trade or service item in the management and operation of other
storage facilities both during and after the expiration or
termination of the term of this Agreement.
<PAGE>
6. Termination.
-----------
Owner or U-Haul may terminate this Agreement with or without
cause by giving not less than sixty days' written notice to the other
party pursuant to Section 11 hereof. In addition, and
notwithstanding the foregoing, if Owner fails to pay U-Haul any
amounts owed under this Agreement when due, U-Haul may terminate this
Agreement by giving Owner not less than ten days written notice
pursuant to Section 11 hereof. Notwithstanding the foregoing,
however, U-Haul shall not resign as property manager of the Property
until a nationally recognized and reputable successor property
manager is available and prepared to assume property management
responsibilities with respect to the Property in question Upon
termination of this Agreement, U-Haul shall promptly return to Owner
all monies, books, records and other materials held by U-Haul for or
on behalf of Owner. In addition, if U-Haul has contracted to
advertise the Property in the Yellow Pages, Owner shall, at the
option of U-Haul, continue to be responsible for the cost of such
advertisement and shall either (i) pay U-Haul the remaining amount
due under such contract in a lump sum; or (ii) pay U-Haul monthly for
the amount due under such contract.
7. Indemnification.
---------------
Owner hereby agrees to indemnify and hold each of U-Haul, all
persons and companies affiliated with U-Haul, and all officers,
shareholders, directors, employees and agents of U-Haul and of any
affiliated companies or persons (collectively, the "Indemnified
Persons") harmless from any and all costs, expenses, attorneys' fees,
suits, liabilities, judgments, damages, and claims in connection with
the management of the Property (including the loss of use thereof
following any damage, injury or destruction), arising from any cause
except for the willful misconduct or gross negligence on the part of
the Indemnified Persons. In addition, no Indemnified Person shall be
liable for any error of judgment or for any mistake of fact or law,
or for anything which it may do or refrain from doing hereafter,
except in cases of willful misconduct or gross negligence. U-Haul
hereby agrees to indemnify and hold Owner harmless from any and all
costs, expenses, attorneys' fees, suits, liabilities, judgments,
damages and claims in connection with the management of the Property
arising from the willful misconduct of, gross negligence of, or
breach of this Agreement by the Indemnified Persons. In addition,
U-Haul shall not be liable to Owner for the acts or omissions of
U-Haul's officers, shareholders, directors, employees, and agents
except for U-Haul's own gross negligence or willful misconduct.
8. Assignment.
----------
This Agreement may be assigned by Owner in connection with any
mortgage loan on the Property, whether pursuant to a conditional or
unconditional, absolute assignment. U-Haul shall have the right to
assign this Agreement to an affiliate or a wholly or majority owned
subsidiary; provided, however, any such assignee must assume all
<PAGE>
obligations of U-Haul hereunder, Owner's rights hereunder will be
enforceable against any such assignee and U-Haul shall not be
released from its liabilities hereunder unless Owner shall expressly
agree thereto in writing.
9. Headings.
--------
The headings contained herein are for convenience of reference
only and are not intended to define, limit or describe the scope or
intent of any provision of this Agreement.
10. Governing Law.
-------------
The validity of this Agreement, the construction of its terms
and the interpretation of the rights and duties of the parties shall
be governed by the internal laws of the State of Arizona.
11. Notices.
-------
Any notice required or permitted herein shall be in writing and
shall be personally delivered or mailed first class postage prepaid
or delivered by an overnight delivery service to the respective
addresses of the parties set forth below their signatures on the
signature page thereof, or to such other address as any party may
give to the other in writing. Any notice required by this Agreement
will be deemed to have been given when personally served or one day
after delivery to an overnight delivery service or five days after
deposit in the first class mail.
12. Severability.
------------
Should any term or provision hereof be deemed invalid, void or
unenforceable either in its entirety or in a particular application,
the remainder of this Agreement shall nonetheless remain in full
force and effect and, if the subject term or provision is deemed to
be invalid, void or unenforceable only with respect to a particular
application, such term or provision shall remain in full force and
effect with respect to all other applications.
13. Successors.
----------
This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their permitted assigns and
successors in interest.
14. Attorneys' Fees.
---------------
If it shall become necessary for any party hereto to engage
attorneys to institute legal action for the purpose of enforcing
<PAGE>
their respective rights hereunder or for the purpose of defending
legal action brought by the other party hereto, the party or parties
prevailing in such litigation shall be entitled to receive all costs,
expenses and fees (including reasonable attorneys' fees) incurred by
it in such litigation (including appeals).
15. Counterparts.
------------
This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
16. Scope of Property Manager Responsibility.
----------------------------------------
The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the
Property for which such property manager is managing located in the
domicile state of such property manager, as more specifically
described on Exhibit A hereto, and no individual property manager
hereunder shall be liable for the acts or omissions of any other
property manager hereunder. Each property manager shall use its best
efforts to assist Owner in fulfilling Owner's obligations arising
under any loan to Owner that is secured by the Property, including
but not limited to preparing and providing financial and accounting
reports, and maintaining the Property. Each property manager agrees
that it will perform its obligations hereunder according to
reasonable industry standards, in good faith, and in a commercially
reasonable manner. U-Haul agrees that, in discharging its duties
hereunder, it will not have any relationship with any of its
affiliates that would be less favorable to Owner than would
reasonably be available in a transaction with an unaffiliated party.
17. Amendment to Exhibit A.
----------------------
Exhibit A may be amended from time to time, whether by removing
properties and property managers from the scope and coverage of this
Agreement (provided, however, that any such removal shall only be
done in accordance with the other terms of this Agreement), or adding
properties and property managers to the scope and coverage of this
Agreement (in which event, any new property manager not already a
party to this Agreement shall execute a counterpart signature page to
this Agreement, agreeing to be bound by, and subject to the terms of,
this Agreement).
<PAGE>
IN WITNESS WHEREOF, the parties hereto execute this Agreement as
of the date first above written.
"Owner"
Five SAC Self-Storage Corporation,
a Nevada corporation
By: /S/ Bruce A. Brockhagen
------------------------
Secretary
Its: ------------------------
"U-Haul"
U-Haul Co. of Colorado, Inc., U-Haul Co. of Arizona, Inc.,
a Colorado corporation an Arizona corporation
By: /S/ Gary V. Klinefelter By: /S/ Gary V. Klinefelter
------------------------ ------------------------
Its: Secretary Its: Secretary
------------------------ ------------------------
U-Haul Co. of Kansas, Inc., U-Haul Co. of Missouri, Inc.,
a Kansas corporation a Missouri corporation
By: /S/ Gary V. Klinefelter By: /S/ Gary V. Klinefelter
------------------------ ------------------------
Its: Secretary Its: Secretary
------------------------ ------------------------
U-Haul Co. of Texas, Inc., U-Haul Co. of Georgia, Inc.,
a Texas corporation a Georgia corporation
By: /S/ Gary V. Klinefelter By: /S/ Gary V. Klinefelter
------------------------ ------------------------
Its: Secretary Its: Secretary
------------------------ ------------------------
U-Haul Co. of Alabama, Inc., U-Haul Co. of North Carolina, Inc.,
an Alabama corporation a North Carolina corporation
By: /S/ Gary V. Klinefelter By: /S/ Gary V. Klinefelter
------------------------ ------------------------
Its: Secretary Its: Secretary
------------------------ ------------------------
<PAGE>
U-Haul Co. of Florida, Inc., U-Haul Co. of Nevada, Inc.,
a Florida corporation a Nevada corporation
By: /S/ Donald Wm. Murney By: /S/ Gary V. Klinefelter
------------------------ ------------------------
Its: Treasurer Its: Secretary
------------------------ ------------------------
U-Haul Co. of Canada, Ltd. U-Haul Co. of Pennsylvania, Inc.
a Canadian corporation a Pennsylvania corporation
By: /S/ Gary V. Klinefelter By: /S/ Gary V. Klinefelter
------------------------ ------------------------
Its: Secretary Its: Secretary
------------------------ ------------------------
U-Haul Co. of Oklahoma, Inc.
an Oklahoma corporation
By: /S/ Gary V. Klinefelter
------------------------
Its: Secretary
------------------------
<PAGE>
EXHIBIT A
---------
Name of property manager Street address of the property managed
- ------------------------ --------------------------------------
pursuant to this agreement
--------------------------
U-Haul Co. of Arizona, Inc. State Rte 69, Prescott, AZ
U-Haul Co. of Colorado, Inc. 3959 Chambers Rd., Aurora, CO
U-Haul Co. of Kansas, Inc. 9250 Marshall Drive, Lenexa, KS
U-Haul Co. of Nevada, Inc. Craig Road, North Las Vegas, NV
U-Haul Co. of Missouri, Inc. 14775 Manchester, Ballwin, MO; and
2101 S. Kings Hgwy. Blvd., St. Louis, MO
U-Haul Co. of Texas, Inc. 9000 South IH 35, Austin, TX;
3405 East Central Texas Expwy. Killeen, TX;
7741-43 Eckhart Rd. San Antonio, TX;
Hwy. 114 and Mesa Butte, Roanoke, TX; and
11383 Amanda Lane, Dallas, TX
U-Haul Co. of Georgia, Inc. 1256 Pleasant Hill Rd. Laurenceville, GA
U-Haul Co. of Alabama, Inc. 2505 Government Blvd., Mobile, AL
U-Haul Co. of North Carolina, Inc. 425 S. Marine Blvd., Jacksonville, NC
U-Haul Co. of Florida, Inc. Pistol Range & Hillsborough, Tampa, FL
U-Haul Co. of Canada, Ltd. 183 Kenmount Road, St. Johns, Newfoundland;
and 2495 Henri-Bourassa Blvd., Quebec City,
Quebec
U-Haul Co. of Pennsylvania, Inc. 1135 Washington Ave., Philadelphia, PA
U-Haul Co. of Oklahoma, Inc. 5715 W. 6th Street, Stillwater, OK
<PAGE>
PROPERTY MANAGEMENT AGREEMENT
-----------------------------
THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
into as of May 7 , 1999 among Eight SAC Self-Storage
-----------------------
Corporation, a Nevada corporation, with its principal place of
business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"),
and the property managers identified on Exhibit A attached hereto and
---------
incorporated herein by reference (each such property manager is
respectively referred to herein as "U-Haul").
RECITALS
--------
A. Owner owns the real property and self-storage related
improvements thereon located at the following addresses: (i) 701
Blanding Blvd., Orange Park, Florida 32065; (ii) 5140 S. 103 East
Ave., Tulsa, Oklahoma 74145; (iii) 6265 Scarlett Court, Dublin,
California 94568 and (iv) 18160 Parthenia Street, Northridge,
California 91324 (hereinafter, collectively the "Property").
B. Owner intends that the Property be rented on a space-by-
space retail basis to corporations, partnerships, individuals and/or
other entities for use as self-storage facilities.
C. Owner desires that U-Haul manage the Property and U-Haul
desires to act as the property manager for the Property, all in
accordance with the terms and conditions of this Agreement and as
more specifically designated on Exhibit A hereto.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Owner and U-Haul hereby agree as follows.
1. Employment.
----------
(a) Owner hereby retains U-Haul, and U-Haul agrees to act as
manager of the Property upon the terms and conditions hereinafter set
forth.
(b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
in the business of managing self-storage facilities, both for its own
account and for the account of others. It is hereby expressly agreed
that notwithstanding this Agreement, U-Haul and such affiliates may
continue to engage in such activities, may manage facilities other
than those presently managed by U-Haul and its affiliates (whether or
not such other facilities may be in direct or indirect competition
with Owner) and may in the future engage in other business which may
compete directly or indirectly with activities of Owner.
(c) In the performance of their respective duties under this
Agreement, each U-Haul property manager shall occupy the position of
an independent contractor with respect to Owner. Nothing contained
herein shall be construed as making the parties hereto (or any of
them) partners or joint venturors, nor (except as expressly otherwise
<PAGE>
provided for herein) construed as making U-Haul an agent or employee
of Owner or of any other U-Haul property manager hereunder.
2. Duties and Authority of U-Haul.
------------------------------
(a) GENERAL DUTIES AND AUTHORITY. Subject only to the
restrictions and limitations provided in paragraphs (o) and (p) of
this Section 2 and the right of Owner to terminate this Agreement as
provided in Section 6 hereof, U-Haul shall have the sole and
exclusive authority to fully manage the Property and supervise and
direct the business and affairs associated or related to the daily
operation thereof, and, to that end on behalf of Owner, to execute
such documents and instruments as, in the sole judgment of U-Haul,
are reasonably necessary or advisable under the circumstances in
order to fulfill U-Haul's duties hereunder. Such duties and
authority shall include, without limitation, those set forth below.
(b) RENTING OF THE PROPERTY. U-Haul shall establish policies
and procedures for the marketing activities for the Property, and may
advertise the Property through such media as U-Haul deems advisable,
including, without limitation, advertising with the Yellow Pages.
U-Haul shall have the sole discretion, which discretion shall be
exercised in good faith, to establish the terms and conditions of
occupancy by the tenants of the Property, and U-Haul is hereby
authorized to enter into rental agreements on behalf and for the
account of Owner with such tenants and to collect rent from such
tenants. U-Haul may jointly advertise the Property with other
properties owned or managed by U-Haul, and in that event, U-Haul
shall reasonably allocate the cost of such advertising among such
properties.
(c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make,
execute, supervise and have control over the making and executing of
all decisions concerning the acquisition of furniture, fixtures and
supplies for the Property, and may purchase, lease or otherwise
acquire the same on behalf of Owner. U-Haul shall make and execute,
or supervise and have control over the making and executing of all
decisions concerning the maintenance, repair, and landscaping of the
Property. U-Haul shall, on behalf of Owner, negotiate and contract
for and supervise the installation of all capital improvements
related to the Property; provided, however, that U-Haul agrees to
secure the prior written approval of Owner on all such expenditures
in excess of $5,000.00 for any one item, except monthly or recurring
operating charges and/or emergency repairs if in the opinion of U-Haul
such emergency-related expenditures are necessary to protect the
Property from damage or to maintain services to the tenants as called
for in their respective leases.
(d) PERSONNEL. U-Haul shall select all vendors, suppliers,
contractors, subcontractors and employees with respect to the
Property and shall hire, discharge and supervise all labor and
employees required for the operation and maintenance of the Property.
Any employees so hired shall be employees of U-Haul, and shall be
carried on the payroll of U-Haul. Employees may include, but will
not be limited to, on-site resident managers, on-site assistant
managers, and relief managers located, rendering services, or
performing activities on the Property in connection with its
<PAGE>
operation and management. The cost of employing such persons shall
not exceed prevailing rates for comparable persons performing the
same or similar services with respect to real estate similar to the
Property.
(e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of
Owner such agreements which U-Haul deems necessary or advisable for
the furnishing of utilities, services, concessions and supplies, for
the maintenance, repair and operation of the Property and such other
agreements which may benefit the Property or be incidental to the
matters for which U-Haul is responsible hereunder.
(f) OTHER DECISIONS. U-Haul shall make all decisions in
connection with the daily operation of the Property.
(g) REGULATIONS AND PERMITS. U-Haul shall comply in all
material respects with any statute, ordinance, law, rule, regulation
or order of any governmental or regulatory body, having jurisdiction
over the Property, respecting the use of the Property or the
maintenance or operation thereof. U-Haul shall apply for and attempt
to obtain and maintain, on behalf of Owner, all licenses and permits
required or advisable (in the sole judgment of U-Haul) in connection
with the management and operation of the Property.
(h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
U-Haul shall establish, supervise, direct and maintain the operation
of a system of record keeping and bookkeeping with respect to all
receipts and disbursements in connection with the management and
operation of the Property. The books, records and accounts shall be
maintained at the U-Haul office or at such other location as U-Haul
shall determine, and shall be available and open to examination and
audit quarterly by Owner, its representatives, any mortgagee of the
Property, and such mortgagee's representative. On or before thirty
(30) days after the close of each quarter, U-Haul shall cause to be
prepared and delivered to Owner, a monthly statement of receipts,
expenses and charges, together with a statement of the disbursements
made by U-Haul during such period on Owner's behalf.
(i) [Reserved].
(j) COLLECTION. U-Haul shall be responsible for the billing and
collection of all accounts receivable and for payment of all accounts
payable with respect to the Property and shall be responsible for
establishing policies and procedures to minimize the amount of bad
debts.
(k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on
behalf and in the name of Owner, any and all legal actions or
proceedings U-Haul deems necessary or advisable to collect charges,
rent or other income due to Owner with respect to the Property and to
oust or dispossess tenants or other persons unlawfully in possession
under any lease, license concession agreement or otherwise, and to
collect damages for breach thereof or default thereunder by such
tenant, licensee, concessionaire or occupant.
<PAGE>
(l) INSURANCE. U-Haul shall use its best efforts to assure that
there is obtained and maintained in force, fire, comprehensive
liability and other insurance policies in amounts generally carried
with respect to similar facilities. U-Haul may in its discretion
obtain employee theft or similar insurance in amounts and with such
deductibles as U-Haul deems appropriate. U-Haul shall promptly
provide Owner with such certificates of insurance as Owner may
reasonably request in writing, evidencing such insurance coverage.
(m) TAXES. During the term of this Agreement, U-Haul shall pay
from Owner's funds, prior to delinquency, all real estate taxes,
personal property taxes, and all other taxes assessed to, or levied
upon, the Property. If required by the holder of any note secured by
the Property, U-Haul will set aside, from Owner's funds, a reserve
from each month's rent and other income collected, in an amount
required by said holder for purposes of payment of real property
taxes.
(n) RESTRICITONS. Notwithstanding anything to the contrary set
forth in this Section 2, U-Haul shall not be required to do, or cause
to be done, anything for the account of Owner (i) which may make
U-Haul liable to third parties; (ii) which may not be commenced,
undertaken or completed because of insufficient funds of Owner; or,
(iii) which may not be commenced, undertaken or completed because of
acts of God, strikes, governmental regulations of laws, acts of war
or other types of events beyond the control of U-Haul, whether
similar or dissimilar to the foregoing.
(o) LIMITATIONS ON U-HAUL AUTHORITY. Notwithstanding anything
to the contrary set forth in this Section 2, U-Haul shall not,
without obtaining the prior written consent of Owner, (i) rent
storage space in the Property by written lease or agreement for a
stated term in excess of one year, (ii) alter the building or other
structures of the Property in any material manner; (iii) make any
other agreements which exceed a term of one year and are not
terminable on thirty day's notice at the will of Owner, without
penalty, payment or surcharge; (iv) act in violation of any law; or
(v) act in violation of any duty or responsibility of Owner under any
mortgage loan secured by the Property.
(p) SHARED EXPENSES. Owner acknowledges that certain economies
may be achieved with respect to certain expenses to be incurred by
U-Haul on behalf of Owner hereunder if materials, supplies, insurance
or services are purchased by U-Haul in quantity for use not only in
connection with the Property but in connection with other properties
owned or managed by U-Haul or its affiliates. U-Haul shall have the
right to purchase such materials, supplies, insurance and/or services
in its own name and charge Owner a pro rata allocable share of the
cost of the foregoing; provided, however, that the pro rata cost of
such purchase to Owner shall not result in expenses greater than
would otherwise be incurred at competitive prices and terms available
in the area where the Property is located; and provided further,
U-Haul shall give Owner access to records so Owner may review any such
expenses incurred.
(q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
defined) shall be deposited into a trust bank account maintained by
U-Haul (or its parent company) as trustee for the benefit of the Owner.
<PAGE>
To the extent that the Gross Revenues are deposited into a collective
trust account maintained by U-Haul (or its parent company) for the
benefit of multiple property owners, such trust account will clearly
identify the beneficiaries and U-Haul (or its parent company) shall
reconcile such account daily and maintain such records as shall
clearly identify each day the respective interest of each beneficiary
in such collective trust account. Gross Revenues of the Owner shall
be applied first to the repayment of Owner's senior debt with respect
to the Property, and then to U-Haul in reimbursement of expenses and
for management fees as provided under Section 4 below.
3. Duties of Owner.
---------------
Owner hereby agrees to cooperate with U-Haul in the performance
of U-Haul's duties under this Agreement and to that end, upon the
request of U-Haul, to provide, at such rental charges, if any, as are
deemed appropriate, reasonable office space for U-Haul employees on
the premises of the Property and to give U-Haul access to all files,
books and records of Owner relevant to the Property. Owner shall not
unreasonably withhold or delay any consent or authorization to U-Haul
required or appropriate under this Agreement.
4. Compensation of U-Haul.
----------------------
(a) MANAGAMENT FEE. Owner shall pay to U-Haul as the full
amount due for the services herein provided a fee (the "Management
Fee") equal to six percent (6%) of the "Gross Revenue" derived from
or connected with the Property so managed by U-Haul hereunder. The
term "Gross Revenue" shall mean all receipts (excluding security
deposits unless and until Owner recognizes the same as income) of
Owner (whether or not received by U-Haul on behalf or for the account
of Owner) arising from the operation of the Property, including
without limitation, rental payments of lessees of space in the
Property, vending machine or concessionaire revenues, maintenance
charges, if any, paid by the tenants of the Property in addition to
basic rent, parking fees, if any, and all monies whether or not
otherwise described herein paid for the use of the Property. "Gross
Revenue" shall be determined on a cash basis. The Management Fee
shall be paid promptly at the end of each calendar quarter and shall
be calculated on the basis of the "Gross Revenue" of such preceding
quarter. The Management Fee shall be paid to each U-Haul property
manager herein identified based on the Gross Revenue of each
respective Property for which such property manager is responsible as
set forth on Exhibit A hereto. Each property manager agrees that its
---------
monthly Management Fee shall be subordinate to that month's principal
balance and interest payment on any first lien position mortgage loan
on the Property.
It is understood and agreed that the Management Fee will not be
reduced by the cost to Owner of those employees and independent
contractors engaged by or for Owner, including but not limited to the
categories of personnel specifically referred to in Section 2(d).
Except as provided in this Section 4, it is further understood and
<PAGE>
agreed that U-Haul shall not be entitled to additional compensation
of any kind in connection with the performance by it of its duties
under this Agreement.
(b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the
Management Fee described above, U-Haul shall be entitled to
reimbursement from Owner, on a quarterly basis, for all out-of-pocket
expenses incurred by U-Haul hereunder in connection with the
management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead,
litigation and dispute resolution related expenses, capital
improvement expenses, and costs of sales.
5. Use of Trademarks, Service Marks and Related Items.
--------------------------------------------------
Owner acknowledges the significant value of the "U-Haul" name in
the operations of Owner's property and it is therefore understood and
agreed that the name, trademark and service mark, "U-Haul", and
related marks, slogans, caricatures, designs and other trade or
service items shall be utilized for the non-exclusive benefit of
Owner in the rental and operation of the Property, and in comparable
operations elsewhere. It is further understood and agreed that this
name and all such marks, slogans, caricatures, designs and other
trade or service items shall remain and be at all times the property
of U-Haul and its affiliates, and that, except during the term hereof
and as expressly provided herein, Owner shall have no right
whatsoever therein. Owner agrees that during the term of this
agreement the sign faces at the property will have the name "U-Haul."
The U-Haul sign faces will be paid for by Owner. Upon termination of
this agreement at any time for any reason, all such use by and for
the benefit of Owner of any such name, mark, slogan, caricature,
design or other trade or service item in connection with the Property
shall, in any event, be terminated and any signs bearing any of the
foregoing shall be removed from view and no longer used by Owner. In
addition, upon termination of this Agreement at any time for any
reason, Owner shall not enter into any new leases of Property using
the U-Haul lease form or use other forms prepared by U-Haul. It is
understood and agreed that U-Haul will use and shall be unrestricted
in its use of such name, mark, slogan, caricature, design or other
trade or service item in the management and operation of other
storage facilities both during and after the expiration or
termination of the term of this Agreement.
6. Termination.
-----------
Owner or U-Haul may terminate this Agreement with or without
cause by giving not less than sixty days' written notice to the other
party pursuant to Section 11 hereof. In addition, if Owner fails to
pay U-Haul any amounts owed under this Agreement when due, U-Haul may
terminate this Agreement by giving Owner not less than ten days
written notice pursuant to Section 11 hereof. Notwithstanding the
foregoing, however, U-Haul shall not resign as property manager of
the Property until a nationally recognized and reputable successor
property manager is available and prepared to assume property
management responsibilities with respect to the Property in question
Upon termination of this Agreement, U-Haul shall promptly return to
Owner all monies, books, records and other materials held by U-Haul
<PAGE>
for or on behalf of Owner. In addition, if U-Haul has contracted to
advertise the Property in the Yellow Pages, Owner shall, at the
option of U-Haul, continue to be responsible for the cost of such
advertisement and shall either (i) pay U-Haul the remaining amount
due under such contract in a lump sum; or (ii) pay U-Haul monthly for
the amount due under such contract.
7. Indemnification.
---------------
Owner hereby agrees to indemnify and hold each of U-Haul, all
persons and companies affiliated with U-Haul, and all officers,
shareholders, directors, employees and agents of U-Haul and of any
affiliated companies or persons (collectively, the "Indemnified
Persons") harmless from any and all costs, expenses, attorneys' fees,
suits, liabilities, judgments, damages, and claims in connection with
the management of the Property (including the loss of use thereof
following any damage, injury or destruction), arising from any cause
except for the willful misconduct or gross negligence on the part of
the Indemnified Persons. In addition, no Indemnified Person shall be
liable for any error of judgment or for any mistake of fact or law,
or for anything which it may do or refrain from doing hereafter,
except in cases of willful misconduct or gross negligence. U-Haul
hereby agrees to indemnify and hold Owner harmless from any and all
costs, expenses, attorneys' fees, suits, liabilities, judgments,
damages and claims in connection with the management of the Property
arising from the willful misconduct of, gross negligence of, or
breach of this Agreement by the Indemnified Persons. In addition,
U-Haul shall not be liable to Owner for the acts or omissions of
U-Haul's officers, shareholders, directors, employees, and agents
except for U-Haul's own gross negligence or willful misconduct.
<PAGE>
8. Assignment.
----------
This Agreement may be assigned by Owner in connection with any
mortgage loan on the Property, whether pursuant to a conditional or
unconditional, absolute assignment. U-Haul shall have the right to
assign this Agreement to an affiliate or a wholly or majority owned
subsidiary; provided, however, any such assignee must assume all
obligations of U-Haul hereunder, Owner's rights hereunder will be
enforceable against any such assignee and U-Haul shall not be
released from its liabilities hereunder unless Owner shall expressly
agree thereto in writing.
9. Headings.
--------
The headings contained herein are for convenience of reference
only and are not intended to define, limit or describe the scope or
intent of any provision of this Agreement.
10. Governing Law.
-------------
The validity of this Agreement, the construction of its terms
and the interpretation of the rights and duties of the parties shall
be governed by the internal laws of the State of Arizona.
11. Notices.
-------
Any notice required or permitted herein shall be in writing and
shall be personally delivered or mailed first class postage prepaid
or delivered by an overnight delivery service to the respective
addresses of the parties set forth below their signatures on the
signature page thereof, or to such other address as any party may
give to the other in writing. Any notice required by this Agreement
will be deemed to have been given when personally served or one day
after delivery to an overnight delivery service or five days after
deposit in the first class mail.
12. Severability.
------------
Should any term or provision hereof be deemed invalid, void or
unenforceable either in its entirety or in a particular application,
the remainder of this Agreement shall nonetheless remain in full
force and effect and, if the subject term or provision is deemed to
be invalid, void or unenforceable only with respect to a particular
application, such term or provision shall remain in full force and
effect with respect to all other applications.
13. Successors.
----------
This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their permitted assigns and
successors in interest.
<PAGE>
14. Attorneys' Fees.
---------------
If it shall become necessary for any party hereto to engage
attorneys to institute legal action for the purpose of enforcing
their respective rights hereunder or for the purpose of defending
legal action brought by the other party hereto, the party or parties
prevailing in such litigation shall be entitled to receive all costs,
expenses and fees (including reasonable attorneys' fees) incurred by
it in such litigation (including appeals).
15. Counterparts.
------------
This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
16. Scope of Property Manager Responsibility.
----------------------------------------
The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the
Property for which such property manager is managing located in the
domicile state of such property manager, as more specifically
described on Exhibit A hereto, and no individual property manager
hereunder shall be liable for the acts or omissions of any other
property manager hereunder. Each property manager shall use its best
efforts to assist Owner in fulfilling Owner's obligations arising
under any loan to Owner that is secured by the Property, including
but not limited to preparing and providing financial and accounting
reports, and maintaining the Property. Each property manager agrees
that it will perform its obligations hereunder according to
reasonable industry standards, in good faith, and in a commercially
reasonable manner. U-Haul agrees that, in discharging its duties
hereunder, it will not have any relationship with any of its
affiliates that would be less favorable to Owner than would
reasonably be available in a transaction with an unaffiliated party.
[Rest of page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto execute this Agreement as
of the date first above written.
"Owner"
EIGHT SAC SELF-STORAGE
CORPORATION, a Nevada corporation
By: /S/ Rex C. Nowlan
----------------------------
Its: Ass't. Sec.
----------------------------
"U-Haul"
U-HAUL CO. OF FLORIDA, INC.,
a Florida Corporation
By: /S/ Donald Wm. Murney
----------------------------
Its: Treasurer
----------------------------
U-HAUL CO. OF OKLAHOMA, INC.,
an Oklahoma corporation
By: /S/ Gary V. Klinfelter
----------------------------
Its: Secretary
----------------------------
U-HAUL CO. OF CALIFORNIA, INC.,
a California corporation
By: /S/ Gary V. Klinefelter
----------------------------
Its: Secretary
----------------------------
<PAGE>
EXHIBIT A
---------
Name of property manager Street address of the property managed
- ------------------------ --------------------------------------
pursuant to this agreement
--------------------------
U-Haul Co. of Florida, Inc., 701 Blanding Blvd., Orange Park, Florida 32065
a Florida corporation
U-Haul Co. of Oklahoma, Inc., 5140 S. 103 East Ave., Tulsa, Oklahoma 74145
an Oklahoma corporation
U-Haul Co. of California, Inc., 6265 Scarlett Court, Dublin, California 94568;
a California corporation 18160 Parthenia Street, Northridge, California
91324
<PAGE>
PROPERTY MANAGEMENT AGREEMENT
-----------------------------
THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
into as of May 7 , 1999 among Nine SAC Self-Storage
-----------------------
Corporation, a Nevada corporation, with its principal place of
business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"),
and the property managers identified on Exhibit A attached hereto and
---------
incorporated herein by reference (each such property manager is
respectively referred to herein as "U-Haul").
RECITALS
--------
A. Owner owns the real property and self-storage related
improvements thereon located at the following addresses: (i) 1700
North State Road 7, Margate, Florida 33063; (ii) 450 North Cherokee,
Lodi, California 95240; (iii) 8330 Highway 6 North, Houston, Texas
77095; and (iv) 1023 W. Mercury Blvd., Hampton, Virginia 23666
(hereinafter, collectively the "Property").
B. Owner intends that the Property be rented on a space-by-
space retail basis to corporations, partnerships, individuals and/or
other entities for use as self-storage facilities.
C. Owner desires that U-Haul manage the Property and U-Haul
desires to act as the property manager for the Property, all in
accordance with the terms and conditions of this Agreement and as
more specifically designated on Exhibit A hereto.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Owner and U-Haul hereby agree as follows.
1. Employment.
----------
(a) Owner hereby retains U-Haul, and U-Haul agrees to act as
manager of the Property upon the terms and conditions hereinafter set
forth.
(b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
in the business of managing self-storage facilities, both for its own
account and for the account of others. It is hereby expressly agreed
that notwithstanding this Agreement, U-Haul and such affiliates may
continue to engage in such activities, may manage facilities other
than those presently managed by U-Haul and its affiliates (whether or
not such other facilities may be in direct or indirect competition
with Owner) and may in the future engage in other business which may
compete directly or indirectly with activities of Owner.
(c) In the performance of their respective duties under this
Agreement, each U-Haul property manager shall occupy the position of
an independent contractor with respect to Owner. Nothing contained
herein shall be construed as making the parties hereto (or any of
them) partners or joint venturors, nor (except as expressly otherwise
<PAGE>
provided for herein) construed as making U-Haul an agent or employee
of Owner or of any other U-Haul property manager hereunder.
2. Duties and Authority of U-Haul.
------------------------------
(a) GENERAL DUTIES AND AUTHORITY. Subject only to the
restrictions and limitations provided in paragraphs (o) and (p) of
this Section 2 and the right of Owner to terminate this Agreement as
provided in Section 6 hereof, U-Haul shall have the sole and
exclusive authority to fully manage the Property and supervise and
direct the business and affairs associated or related to the daily
operation thereof, and, to that end on behalf of Owner, to execute
such documents and instruments as, in the sole judgment of U-Haul,
are reasonably necessary or advisable under the circumstances in
order to fulfill U-Haul's duties hereunder. Such duties and
authority shall include, without limitation, those set forth below.
(b) RENTING OF THE PROPERTY. U-Haul shall establish policies
and procedures for the marketing activities for the Property, and may
advertise the Property through such media as U-Haul deems advisable,
including, without limitation, advertising with the Yellow Pages.
U-Haul shall have the sole discretion, which discretion shall be
exercised in good faith, to establish the terms and conditions of
occupancy by the tenants of the Property, and U-Haul is hereby
authorized to enter into rental agreements on behalf and for the
account of Owner with such tenants and to collect rent from such
tenants. U-Haul may jointly advertise the Property with other
properties owned or managed by U-Haul, and in that event, U-Haul
shall reasonably allocate the cost of such advertising among such
properties.
(c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make,
execute, supervise and have control over the making and executing of
all decisions concerning the acquisition of furniture, fixtures and
supplies for the Property, and may purchase, lease or otherwise
acquire the same on behalf of Owner. U-Haul shall make and execute,
or supervise and have control over the making and executing of all
decisions concerning the maintenance, repair, and landscaping of the
Property. U-Haul shall, on behalf of Owner, negotiate and contract
for and supervise the installation of all capital improvements
related to the Property; provided, however, that U-Haul agrees to
secure the prior written approval of Owner on all such expenditures
in excess of $5,000.00 for any one item, except monthly or recurring
operating charges and/or emergency repairs if in the opinion of U-Haul
such emergency-related expenditures are necessary to protect the
Property from damage or to maintain services to the tenants as called
for in their respective leases.
(d) PERSONNEL. U-Haul shall select all vendors, suppliers,
contractors, subcontractors and employees with respect to the
Property and shall hire, discharge and supervise all labor and
employees required for the operation and maintenance of the Property.
Any employees so hired shall be employees of U-Haul, and shall be
carried on the payroll of U-Haul. Employees may include, but will
not be limited to, on-site resident managers, on-site assistant
managers, and relief managers located, rendering services, or
performing activities on the Property in connection with its
operation and management. The cost of employing such persons shall
<PAGE>
not exceed prevailing rates for comparable persons performing the
same or similar services with respect to real estate similar to the
Property.
(e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of
Owner such agreements which U-Haul deems necessary or advisable for
the furnishing of utilities, services, concessions and supplies, for
the maintenance, repair and operation of the Property and such other
agreements which may benefit the Property or be incidental to the
matters for which U-Haul is responsible hereunder.
(f) OTHER DECESIONS. U-Haul shall make all decisions in
connection with the daily operation of the Property.
(g) REGULATIONS AND PERMITS. U-Haul shall comply in all
material respects with any statute, ordinance, law, rule, regulation
or order of any governmental or regulatory body, having jurisdiction
over the Property, respecting the use of the Property or the
maintenance or operation thereof. U-Haul shall apply for and attempt
to obtain and maintain, on behalf of Owner, all licenses and permits
required or advisable (in the sole judgment of U-Haul) in connection
with the management and operation of the Property.
(h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
U-Haul shall establish, supervise, direct and maintain the operation
of a system of record keeping and bookkeeping with respect to all
receipts and disbursements in connection with the management and
operation of the Property. The books, records and accounts shall be
maintained at the U-Haul office or at such other location as U-Haul
shall determine, and shall be available and open to examination and
audit quarterly by Owner, its representatives, any mortgagee of the
Property, and such mortgagee's representative. On or before thirty
(30) days after the close of each quarter, U-Haul shall cause to be
prepared and delivered to Owner, a monthly statement of receipts,
expenses and charges, together with a statement of the disbursements
made by U-Haul during such period on Owner's behalf.
(i) [Reserved].
(j) COLLECTION. U-Haul shall be responsible for the billing and
collection of all accounts receivable and for payment of all accounts
payable with respect to the Property and shall be responsible for
establishing policies and procedures to minimize the amount of bad
debts.
(k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on
behalf and in the name of Owner, any and all legal actions or
proceedings U-Haul deems necessary or advisable to collect charges,
rent or other income due to Owner with respect to the Property and to
oust or dispossess tenants or other persons unlawfully in possession
under any lease, license concession agreement or otherwise, and to
collect damages for breach thereof or default thereunder by such
tenant, licensee, concessionaire or occupant.
<PAGE>
(l) INSURANCE. U-Haul shall use its best efforts to assure that
there is obtained and maintained in force, fire, comprehensive
liability and other insurance policies in amounts generally carried
with respect to similar facilities. U-Haul may in its discretion
obtain employee theft or similar insurance in amounts and with such
deductibles as U-Haul deems appropriate. U-Haul shall promptly
provide Owner with such certificates of insurance as Owner may
reasonably request in writing, evidencing such insurance coverage.
(m) TAXES. During the term of this Agreement, U-Haul shall pay
from Owner's funds, prior to delinquency, all real estate taxes,
personal property taxes, and all other taxes assessed to, or levied
upon, the Property. If required by the holder of any note secured by
the Property, U-Haul will set aside, from Owner's funds, a reserve
from each month's rent and other income collected, in an amount
required by said holder for purposes of payment of real property
taxes.
(n) RESTRICTIONS. Notwithstanding anything to the contrary set
forth in this Section 2, U-Haul shall not be required to do, or cause
to be done, anything for the account of Owner (i) which may make U-
Haul liable to third parties; (ii) which may not be commenced,
undertaken or completed because of insufficient funds of Owner; or,
(iii) which may not be commenced, undertaken or completed because of
acts of God, strikes, governmental regulations of laws, acts of war
or other types of events beyond the control of U-Haul, whether
similar or dissimilar to the foregoing.
(o) LIMITATIONS ON U-HAUL AUTHORITY. Notwithstanding anything
to the contrary set forth in this Section 2, U-Haul shall not,
without obtaining the prior written consent of Owner, (i) rent
storage space in the Property by written lease or agreement for a
stated term in excess of one year, (ii) alter the building or other
structures of the Property in any material manner; (iii) make any
other agreements which exceed a term of one year and are not
terminable on thirty day's notice at the will of Owner, without
penalty, payment or surcharge; (iv) act in violation of any law; or
(v) act in violation of any duty or responsibility of Owner under any
mortgage loan secured by the Property.
(p) SHARED EXPENSES. Owner acknowledges that certain economies
may be achieved with respect to certain expenses to be incurred by
U-Haul on behalf of Owner hereunder if materials, supplies, insurance
or services are purchased by U-Haul in quantity for use not only in
connection with the Property but in connection with other properties
owned or managed by U-Haul or its affiliates. U-Haul shall have the
right to purchase such materials, supplies, insurance and/or services
in its own name and charge Owner a pro rata allocable share of the
cost of the foregoing; provided, however, that the pro rata cost of
such purchase to Owner shall not result in expenses greater than
would otherwise be incurred at competitive prices and terms available
in the area where the Property is located; and provided further,
U-Haul shall give Owner access to records so Owner may review any such
expenses incurred.
(q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
defined) shall be deposited into a trust bank account maintained by
<PAGE>
U-Haul (or its parent company) as trustee for the benefit of the Owner.
To the extent that the Gross Revenues are deposited into a collective
trust account maintained by U-Haul (or its parent company) for the
benefit of multiple property owners, such trust account will clearly
identify the beneficiaries and U-Haul (or its parent company) shall
reconcile such account daily and maintain such records as shall
clearly identify each day the respective interest of each beneficiary
in such collective trust account. Gross Revenues of the Owner shall
be applied first to the repayment of Owner's senior debt with respect
to the Property, and then to U-Haul in reimbursement of expenses and
for management fees as provided under Section 4 below.
3. Duties of Owner.
---------------
Owner hereby agrees to cooperate with U-Haul in the performance
of U-Haul's duties under this Agreement and to that end, upon the
request of U-Haul, to provide, at such rental charges, if any, as are
deemed appropriate, reasonable office space for U-Haul employees on
the premises of the Property and to give U-Haul access to all files,
books and records of Owner relevant to the Property. Owner shall not
unreasonably withhold or delay any consent or authorization to U-Haul
required or appropriate under this Agreement.
4. Compensation of U-Haul.
----------------------
(a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full
amount due for the services herein provided a fee (the "Management
Fee") equal to six percent (6%) of the "Gross Revenue" derived from
or connected with the Property so managed by U-Haul hereunder. The
term "Gross Revenue" shall mean all receipts (excluding security
deposits unless and until Owner recognizes the same as income) of
Owner (whether or not received by U-Haul on behalf or for the account
of Owner) arising from the operation of the Property, including
without limitation, rental payments of lessees of space in the
Property, vending machine or concessionaire revenues, maintenance
charges, if any, paid by the tenants of the Property in addition to
basic rent, parking fees, if any, and all monies whether or not
otherwise described herein paid for the use of the Property. "Gross
Revenue" shall be determined on a cash basis. The Management Fee
shall be paid promptly at the end of each calendar quarter and shall
be calculated on the basis of the "Gross Revenue" of such preceding
quarter. The Management Fee shall be paid to each U-Haul property
manager herein identified based on the Gross Revenue of each
respective Property for which such property manager is responsible as
set forth on Exhibit A hereto. Each property manager agrees that its
---------
monthly Management Fee shall be subordinate to that month's principal
balance and interest payment on any first lien position mortgage loan
on the Property.
It is understood and agreed that the Management Fee will not be
reduced by the cost to Owner of those employees and independent
contractors engaged by or for Owner, including but not limited to the
categories of personnel specifically referred to in Section 2(d).
Except as provided in this Section 4, it is further understood and
<PAGE>
agreed that U-Haul shall not be entitled to additional compensation
of any kind in connection with the performance by it of its duties
under this Agreement.
(b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the
Management Fee described above, U-Haul shall be entitled to
reimbursement from Owner, on a quarterly basis, for all out-of-pocket
expenses incurred by U-Haul hereunder in connection with the
management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead,
litigation and dispute resolution related expenses, capital
improvement expenses, and costs of sales.
5. Use of Trademarks, Service Marks and Related Items.
--------------------------------------------------
Owner acknowledges the significant value of the "U-Haul" name in
the operations of Owner's property and it is therefore understood and
agreed that the name, trademark and service mark, "U-Haul", and
related marks, slogans, caricatures, designs and other trade or
service items shall be utilized for the non-exclusive benefit of
Owner in the rental and operation of the Property, and in comparable
operations elsewhere. It is further understood and agreed that this
name and all such marks, slogans, caricatures, designs and other
trade or service items shall remain and be at all times the property
of U-Haul and its affiliates, and that, except during the term hereof
and as expressly provided herein, Owner shall have no right
whatsoever therein. Owner agrees that during the term of this
agreement the sign faces at the property will have the name "U-Haul."
The U-Haul sign faces will be paid for by Owner. Upon termination of
this agreement at any time for any reason, all such use by and for
the benefit of Owner of any such name, mark, slogan, caricature,
design or other trade or service item in connection with the Property
shall, in any event, be terminated and any signs bearing any of the
foregoing shall be removed from view and no longer used by Owner. In
addition, upon termination of this Agreement at any time for any
reason, Owner shall not enter into any new leases of Property using
the U-Haul lease form or use other forms prepared by U-Haul. It is
understood and agreed that U-Haul will use and shall be unrestricted
in its use of such name, mark, slogan, caricature, design or other
trade or service item in the management and operation of other
storage facilities both during and after the expiration or
termination of the term of this Agreement.
6. Termination.
-----------
Owner or U-Haul may terminate this Agreement with or without
cause by giving not less than sixty days' written notice to the other
party pursuant to Section 11 hereof. In addition, if Owner fails to
pay U-Haul any amounts owed under this Agreement when due, U-Haul may
terminate this Agreement by giving Owner not less than ten days
written notice pursuant to Section 11 hereof. Notwithstanding the
foregoing, however, U-Haul shall not resign as property manager of
the Property until a nationally recognized and reputable successor
property manager is available and prepared to assume property
management responsibilities with respect to the Property in question
Upon termination of this Agreement, U-Haul shall promptly return to
Owner all monies, books, records and other materials held by U-Haul
<PAGE>
for or on behalf of Owner. In addition, if U-Haul has contracted to
advertise the Property in the Yellow Pages, Owner shall, at the
option of U-Haul, continue to be responsible for the cost of such
advertisement and shall either (i) pay U-Haul the remaining amount
due under such contract in a lump sum; or (ii) pay U-Haul monthly for
the amount due under such contract.
7. Indemnification.
---------------
Owner hereby agrees to indemnify and hold each of U-Haul, all
persons and companies affiliated with U-Haul, and all officers,
shareholders, directors, employees and agents of U-Haul and of any
affiliated companies or persons (collectively, the "Indemnified
Persons") harmless from any and all costs, expenses, attorneys' fees,
suits, liabilities, judgments, damages, and claims in connection with
the management of the Property (including the loss of use thereof
following any damage, injury or destruction), arising from any cause
except for the willful misconduct or gross negligence on the part of
the Indemnified Persons. In addition, no Indemnified Person shall be
liable for any error of judgment or for any mistake of fact or law,
or for anything which it may do or refrain from doing hereafter,
except in cases of willful misconduct or gross negligence. U-Haul
hereby agrees to indemnify and hold Owner harmless from any and all
costs, expenses, attorneys' fees, suits, liabilities, judgments,
damages and claims in connection with the management of the Property
arising from the willful misconduct of, gross negligence of, or
breach of this Agreement by the Indemnified Persons. In addition, U-
Haul shall not be liable to Owner for the acts or omissions of U-
Haul's officers, shareholders, directors, employees, and agents
except for U-Haul's own gross negligence or willful misconduct.
<PAGE>
8. Assignment.
----------
This Agreement may be assigned by Owner in connection with any
mortgage loan on the Property, whether pursuant to a conditional or
unconditional, absolute assignment. U-Haul shall have the right to
assign this Agreement to an affiliate or a wholly or majority owned
subsidiary; provided, however, any such assignee must assume all
obligations of U-Haul hereunder, Owner's rights hereunder will be
enforceable against any such assignee and U-Haul shall not be
released from its liabilities hereunder unless Owner shall expressly
agree thereto in writing.
9. Headings.
--------
The headings contained herein are for convenience of reference
only and are not intended to define, limit or describe the scope or
intent of any provision of this Agreement.
10. Governing Law.
-------------
The validity of this Agreement, the construction of its terms
and the interpretation of the rights and duties of the parties shall
be governed by the internal laws of the State of Arizona.
11. Notices.
-------
Any notice required or permitted herein shall be in writing and
shall be personally delivered or mailed first class postage prepaid
or delivered by an overnight delivery service to the respective
addresses of the parties set forth below their signatures on the
signature page thereof, or to such other address as any party may
give to the other in writing. Any notice required by this Agreement
will be deemed to have been given when personally served or one day
after delivery to an overnight delivery service or five days after
deposit in the first class mail.
12. Severability.
------------
Should any term or provision hereof be deemed invalid, void or
unenforceable either in its entirety or in a particular application,
the remainder of this Agreement shall nonetheless remain in full
force and effect and, if the subject term or provision is deemed to
be invalid, void or unenforceable only with respect to a particular
application, such term or provision shall remain in full force and
effect with respect to all other applications.
13. Successors.
----------
This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their permitted assigns and
successors in interest.
<PAGE>
14. Attorneys' Fees.
---------------
If it shall become necessary for any party hereto to engage
attorneys to institute legal action for the purpose of enforcing
their respective rights hereunder or for the purpose of defending
legal action brought by the other party hereto, the party or parties
prevailing in such litigation shall be entitled to receive all costs,
expenses and fees (including reasonable attorneys' fees) incurred by
it in such litigation (including appeals).
15. Counterparts.
------------
This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
16. Scope of Property Manager Responsibility.
----------------------------------------
The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the
Property for which such property manager is managing located in the
domicile state of such property manager, as more specifically
described on Exhibit A hereto, and no individual property manager
hereunder shall be liable for the acts or omissions of any other
property manager hereunder. Each property manager shall use its best
efforts to assist Owner in fulfilling Owner's obligations arising
under any loan to Owner that is secured by the Property, including
but not limited to preparing and providing financial and accounting
reports, and maintaining the Property. Each property manager agrees
that it will perform its obligations hereunder according to
reasonable industry standards, in good faith, and in a commercially
reasonable manner. U-Haul agrees that, in discharging its duties
hereunder, it will not have any relationship with any of its
affiliates that would be less favorable to Owner than would
reasonably be available in a transaction with an unaffiliated party.
[Rest of page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto execute this Agreement as
of the date first above written.
"Owner"
Nine SAC Self-Storage Corporation,
a Nevada corporation
By: /S/ Rex C. Nowlan
------------------------
Its: Ass't. Sec.
------------------------
"U-Haul"
U-Haul Co. of Florida, Inc.,
a Florida corporation
By: /S/ Donald Wm. Murney
------------------------
Its: Treasurer
------------------------
U-Haul Co. of California, Inc.,
a California corporation
By: /S/ Gary V. Klinefelter
------------------------
Its: Secretary
------------------------
U-Haul Co. of Texas, Inc.,
a Texas corporation
By: /S/ Gary V. Klinefelter
------------------------
Its: Secretary
------------------------
U-Haul Co. of Virginia, Inc.,
a Virginia corporation
By: /S/ Gary V. Klinefelter
------------------------
Its: Secretary
------------------------
<PAGE>
EXHIBIT A
---------
Name of property manager Street address of the property managed pursuant
- ------------------------ -----------------------------------------------
to this agreement
-----------------
U-Haul Co. of Florida, Inc., 1700 North State Road 7, Margate, Florida 33063
a Florida corporation
U-Haul Co. of California, Inc., 450 North Cherokee, Lodi, California 95240
a California corporation
U-Haul Co. of Texas, Inc., 8330 Highway 6 North, Houston, Texas 77095
a Texas corporation
U-Haul Co. of Virginia, Inc., 1023 W. Mercury Blvd., Hampton, Virginia 23666
a Virginia corporation
<PAGE>
PROPERTY MANAGEMENT AGREEMENT
-----------------------------
THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
into as of May 7 , 1999 among Ten SAC Self-Storage
-----------------------
Corporation, a Nevada corporation, with its principal place of
business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"),
and the property managers identified on Exhibit A attached hereto and
---------
incorporated herein by reference (each such property manager is
respectively referred to herein as "U-Haul").
RECITALS
--------
A. Owner owns the real property and self-storage related
improvements thereon located at the following addresses: (i) 15
Rusfield, Boston, Massachusetts; (ii) 4001 East Colonial Drive,
Orlando, Florida 32803; (iii) 310 Pico Avenue, San Clemente,
California 92672; and (iv) 6500 NW Expressway, Oklahoma City, OK
73132 (hereinafter, collectively the "Property").
B. Owner intends that the Property be rented on a space-by-
space retail basis to corporations, partnerships, individuals and/or
other entities for use as self-storage facilities.
C. Owner desires that U-Haul manage the Property and U-Haul
desires to act as the property manager for the Property, all in
accordance with the terms and conditions of this Agreement and as
more specifically designated on Exhibit A hereto.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Owner and U-Haul hereby agree as follows.
1. Employment.
----------
(a) Owner hereby retains U-Haul, and U-Haul agrees to act as
manager of the Property upon the terms and conditions hereinafter set
forth.
(b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
in the business of managing self-storage facilities, both for its own
account and for the account of others. It is hereby expressly agreed
that notwithstanding this Agreement, U-Haul and such affiliates may
continue to engage in such activities, may manage facilities other
than those presently managed by U-Haul and its affiliates (whether or
not such other facilities may be in direct or indirect competition
with Owner) and may in the future engage in other business which may
compete directly or indirectly with activities of Owner.
(c) In the performance of their respective duties under this
Agreement, each U-Haul property manager shall occupy the position of
an independent contractor with respect to Owner. Nothing contained
herein shall be construed as making the parties hereto (or any of
them) partners or joint venturors, nor (except as expressly otherwise
<PAGE>
provided for herein) construed as making U-Haul an agent or employee
of Owner or of any other U-Haul property manager hereunder.
2. Duties and Authority of U-Haul.
------------------------------
(a) GENERAL DUTIES AND AUTHORITY. Subject only to the
restrictions and limitations provided in paragraphs (o) and (p) of
this Section 2 and the right of Owner to terminate this Agreement as
provided in Section 6 hereof, U-Haul shall have the sole and
exclusive authority to fully manage the Property and supervise and
direct the business and affairs associated or related to the daily
operation thereof, and, to that end on behalf of Owner, to execute
such documents and instruments as, in the sole judgment of U-Haul,
are reasonably necessary or advisable under the circumstances in
order to fulfill U-Haul's duties hereunder. Such duties and
authority shall include, without limitation, those set forth below.
(b) RENTING OF THE PROPERTY. U-Haul shall establish policies
and procedures for the marketing activities for the Property, and may
advertise the Property through such media as U-Haul deems advisable,
including, without limitation, advertising with the Yellow Pages. U-
Haul shall have the sole discretion, which discretion shall be
exercised in good faith, to establish the terms and conditions of
occupancy by the tenants of the Property, and U-Haul is hereby
authorized to enter into rental agreements on behalf and for the
account of Owner with such tenants and to collect rent from such
tenants. U-Haul may jointly advertise the Property with other
properties owned or managed by U-Haul, and in that event, U-Haul
shall reasonably allocate the cost of such advertising among such
properties.
(c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make,
execute, supervise and have control over the making and executing of
all decisions concerning the acquisition of furniture, fixtures and
supplies for the Property, and may purchase, lease or otherwise
acquire the same on behalf of Owner. U-Haul shall make and execute,
or supervise and have control over the making and executing of all
decisions concerning the maintenance, repair, and landscaping of the
Property. U-Haul shall, on behalf of Owner, negotiate and contract
for and supervise the installation of all capital improvements
related to the Property; provided, however, that U-Haul agrees to
secure the prior written approval of Owner on all such expenditures
in excess of $5,000.00 for any one item, except monthly or recurring
operating charges and/or emergency repairs if in the opinion of U-
Haul such emergency-related expenditures are necessary to protect the
Property from damage or to maintain services to the tenants as called
for in their respective leases.
(d) PERSONNEL. U-Haul shall select all vendors, suppliers,
contractors, subcontractors and employees with respect to the
Property and shall hire, discharge and supervise all labor and
employees required for the operation and maintenance of the Property.
Any employees so hired shall be employees of U-Haul, and shall be
carried on the payroll of U-Haul. Employees may include, but will
not be limited to, on-site resident managers, on-site assistant
managers, and relief managers located, rendering services, or
performing activities on the Property in connection with its
operation and management. The cost of employing such persons shall
<PAGE>
not exceed prevailing rates for comparable persons performing the
same or similar services with respect to real estate similar to the
Property.
(e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of
Owner such agreements which U-Haul deems necessary or advisable for
the furnishing of utilities, services, concessions and supplies, for
the maintenance, repair and operation of the Property and such other
agreements which may benefit the Property or be incidental to the
matters for which U-Haul is responsible hereunder.
(f) OTHER DECISIONS. U-Haul shall make all decisions in
connection with the daily operation of the Property.
(g) REGULATIONS AND PERMITS. U-Haul shall comply in all
material respects with any statute, ordinance, law, rule, regulation
or order of any governmental or regulatory body, having jurisdiction
over the Property, respecting the use of the Property or the
maintenance or operation thereof. U-Haul shall apply for and attempt
to obtain and maintain, on behalf of Owner, all licenses and permits
required or advisable (in the sole judgment of U-Haul) in connection
with the management and operation of the Property.
(h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS. U-
Haul shall establish, supervise, direct and maintain the operation of
a system of record keeping and bookkeeping with respect to all
receipts and disbursements in connection with the management and
operation of the Property. The books, records and accounts shall be
maintained at the U-Haul office or at such other location as U-Haul
shall determine, and shall be available and open to examination and
audit quarterly by Owner, its representatives, any mortgagee of the
Property, and such mortgagee's representative. On or before thirty
(30) days after the close of each quarter, U-Haul shall cause to be
prepared and delivered to Owner, a monthly statement of receipts,
expenses and charges, together with a statement of the disbursements
made by U-Haul during such period on Owner's behalf.
(i) [Reserved].
(j) COLLECTION. U-Haul shall be responsible for the billing and
collection of all accounts receivable and for payment of all accounts
payable with respect to the Property and shall be responsible for
establishing policies and procedures to minimize the amount of bad
debts.
(k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on
behalf and in the name of Owner, any and all legal actions or
proceedings U-Haul deems necessary or advisable to collect charges,
rent or other income due to Owner with respect to the Property and to
oust or dispossess tenants or other persons unlawfully in possession
under any lease, license concession agreement or otherwise, and to
collect damages for breach thereof or default thereunder by such
tenant, licensee, concessionaire or occupant.
<PAGE>
(l) INSURANCE. U-Haul shall use its best efforts to assure that
there is obtained and maintained in force, fire, comprehensive
liability and other insurance policies in amounts generally carried
with respect to similar facilities. U-Haul may in its discretion
obtain employee theft or similar insurance in amounts and with such
deductibles as U-Haul deems appropriate. U-Haul shall promptly
provide Owner with such certificates of insurance as Owner may
reasonably request in writing, evidencing such insurance coverage.
(m) TAXES. During the term of this Agreement, U-Haul shall pay
from Owner's funds, prior to delinquency, all real estate taxes,
personal property taxes, and all other taxes assessed to, or levied
upon, the Property. If required by the holder of any note secured by
the Property, U-Haul will set aside, from Owner's funds, a reserve
from each month's rent and other income collected, in an amount
required by said holder for purposes of payment of real property
taxes.
(n) RESTRICTIONS. Notwithstanding anything to the contrary set
forth in this Section 2, U-Haul shall not be required to do, or cause
to be done, anything for the account of Owner (i) which may make U-
Haul liable to third parties; (ii) which may not be commenced,
undertaken or completed because of insufficient funds of Owner; or,
(iii) which may not be commenced, undertaken or completed because of
acts of God, strikes, governmental regulations of laws, acts of war
or other types of events beyond the control of U-Haul, whether
similar or dissimilar to the foregoing.
(o) LIMITATIONS ON U-HAUL AUTHORITY. Notwithstanding anything
to the contrary set forth in this Section 2, U-Haul shall not,
without obtaining the prior written consent of Owner, (i) rent
storage space in the Property by written lease or agreement for a
stated term in excess of one year, (ii) alter the building or other
structures of the Property in any material manner; (iii) make any
other agreements which exceed a term of one year and are not
terminable on thirty day's notice at the will of Owner, without
penalty, payment or surcharge; (iv) act in violation of any law; or
(v) act in violation of any duty or responsibility of Owner under any
mortgage loan secured by the Property.
(p) SHARED EXPENSES. Owner acknowledges that certain economies
may be achieved with respect to certain expenses to be incurred by U-
Haul on behalf of Owner hereunder if materials, supplies, insurance
or services are purchased by U-Haul in quantity for use not only in
connection with the Property but in connection with other properties
owned or managed by U-Haul or its affiliates. U-Haul shall have the
right to purchase such materials, supplies, insurance and/or services
in its own name and charge Owner a pro rata allocable share of the
cost of the foregoing; provided, however, that the pro rata cost of
such purchase to Owner shall not result in expenses greater than
would otherwise be incurred at competitive prices and terms available
in the area where the Property is located; and provided further, U-
Haul shall give Owner access to records so Owner may review any such
expenses incurred.
(q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
defined) shall be deposited into a trust bank account maintained by U-
Haul (or its parent company) as trustee for the benefit of the Owner.
<PAGE>
To the extent that the Gross Revenues are deposited into a collective
trust account maintained by U-Haul (or its parent company) for the
benefit of multiple property owners, such trust account will clearly
identify the beneficiaries and U-Haul (or its parent company) shall
reconcile such account daily and maintain such records as shall
clearly identify each day the respective interest of each beneficiary
in such collective trust account. Gross Revenues of the Owner shall
be applied first to the repayment of Owner's senior debt with respect
to the Property, and then to U-Haul in reimbursement of expenses and
for management fees as provided under Section 4 below.
3. Duties of Owner.
---------------
Owner hereby agrees to cooperate with U-Haul in the performance
of U-Haul's duties under this Agreement and to that end, upon the
request of U-Haul, to provide, at such rental charges, if any, as are
deemed appropriate, reasonable office space for U-Haul employees on
the premises of the Property and to give U-Haul access to all files,
books and records of Owner relevant to the Property. Owner shall not
unreasonably withhold or delay any consent or authorization to U-Haul
required or appropriate under this Agreement.
4. Compensation of U-Haul.
----------------------
(a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full
amount due for the services herein provided a fee (the "Management
Fee") equal to six percent (6%) of the "Gross Revenue" derived from
or connected with the Property so managed by U-Haul hereunder. The
term "Gross Revenue" shall mean all receipts (excluding security
deposits unless and until Owner recognizes the same as income) of
Owner (whether or not received by U-Haul on behalf or for the account
of Owner) arising from the operation of the Property, including
without limitation, rental payments of lessees of space in the
Property, vending machine or concessionaire revenues, maintenance
charges, if any, paid by the tenants of the Property in addition to
basic rent, parking fees, if any, and all monies whether or not
otherwise described herein paid for the use of the Property. "Gross
Revenue" shall be determined on a cash basis. The Management Fee
shall be paid promptly at the end of each calendar quarter and shall
be calculated on the basis of the "Gross Revenue" of such preceding
quarter. The Management Fee shall be paid to each U-Haul property
manager herein identified based on the Gross Revenue of each
respective Property for which such property manager is responsible as
set forth on Exhibit A hereto. Each property manager agrees that its
---------
monthly Management Fee shall be subordinate to that month's principal
balance and interest payment on any first lien position mortgage loan
on the Property.
It is understood and agreed that the Management Fee will not be
reduced by the cost to Owner of those employees and independent
contractors engaged by or for Owner, including but not limited to the
categories of personnel specifically referred to in Section 2(d).
Except as provided in this Section 4, it is further understood and
agreed that U-Haul shall not be entitled to additional compensation
of any kind in connection with the performance by it of its duties
under this Agreement.
(b) REIMBURSEMENT OF CERTAIN EXPENSES. In addition to the
Management Fee described above, U-Haul shall be entitled to
reimbursement from Owner, on a quarterly basis, for all out-of-pocket
expenses incurred by U-Haul hereunder in connection with the
management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead,
litigation and dispute resolution related expenses, capital
improvement expenses, and costs of sales.
5. Use of Trademarks, Service Marks and Related Items.
--------------------------------------------------
Owner acknowledges the significant value of the "U-Haul" name in
the operations of Owner's property and it is therefore understood and
agreed that the name, trademark and service mark, "U-Haul", and
related marks, slogans, caricatures, designs and other trade or
service items shall be utilized for the non-exclusive benefit of
Owner in the rental and operation of the Property, and in comparable
operations elsewhere. It is further understood and agreed that this
name and all such marks, slogans, caricatures, designs and other
trade or service items shall remain and be at all times the property
of U-Haul and its affiliates, and that, except during the term hereof
and as expressly provided herein, Owner shall have no right
whatsoever therein. Owner agrees that during the term of this
agreement the sign faces at the property will have the name "U-Haul."
The U-Haul sign faces will be paid for by Owner. Upon termination of
this agreement at any time for any reason, all such use by and for
the benefit of Owner of any such name, mark, slogan, caricature,
design or other trade or service item in connection with the Property
shall, in any event, be terminated and any signs bearing any of the
foregoing shall be removed from view and no longer used by Owner. In
addition, upon termination of this Agreement at any time for any
reason, Owner shall not enter into any new leases of Property using
the U-Haul lease form or use other forms prepared by U-Haul. It is
understood and agreed that U-Haul will use and shall be unrestricted
in its use of such name, mark, slogan, caricature, design or other
trade or service item in the management and operation of other
storage facilities both during and after the expiration or
termination of the term of this Agreement.
6. Termination.
-----------
Owner or U-Haul may terminate this Agreement with or without
cause by giving not less than sixty days' written notice to the other
party pursuant to Section 11 hereof. In addition, if Owner fails to
pay U-Haul any amounts owed under this Agreement when due, U-Haul may
terminate this Agreement by giving Owner not less than ten days
written notice pursuant to Section 11 hereof. Notwithstanding the
foregoing, however, U-Haul shall not resign as property manager of
the Property until a nationally recognized and reputable successor
property manager is available and prepared to assume property
management responsibilities with respect to the Property in question
Upon termination of this Agreement, U-Haul shall promptly return to
Owner all monies, books, records and other materials held by U-Haul
for or on behalf of Owner. In addition, if U-Haul has contracted to
advertise the Property in the Yellow Pages, Owner shall, at the
option of U-Haul, continue to be responsible for the cost of such
<PAGE>
advertisement and shall either (i) pay U-Haul the remaining amount
due under such contract in a lump sum; or (ii) pay U-Haul monthly for
the amount due under such contract.
7. Indemnification.
---------------
Owner hereby agrees to indemnify and hold each of U-Haul, all
persons and companies affiliated with U-Haul, and all officers,
shareholders, directors, employees and agents of U-Haul and of any
affiliated companies or persons (collectively, the "Indemnified
Persons") harmless from any and all costs, expenses, attorneys' fees,
suits, liabilities, judgments, damages, and claims in connection with
the management of the Property (including the loss of use thereof
following any damage, injury or destruction), arising from any cause
except for the willful misconduct or gross negligence on the part of
the Indemnified Persons. In addition, no Indemnified Person shall be
liable for any error of judgment or for any mistake of fact or law,
or for anything which it may do or refrain from doing hereafter,
except in cases of willful misconduct or gross negligence. U-Haul
hereby agrees to indemnify and hold Owner harmless from any and all
costs, expenses, attorneys' fees, suits, liabilities, judgments,
damages and claims in connection with the management of the Property
arising from the willful misconduct of, gross negligence of, or
breach of this Agreement by the Indemnified Persons. In addition, U-
Haul shall not be liable to Owner for the acts or omissions of U-
Haul's officers, shareholders, directors, employees, and agents
except for U-Haul's own gross negligence or willful misconduct.
<PAGE>
8. Assignment.
----------
This Agreement may be assigned by Owner in connection with any
mortgage loan on the Property, whether pursuant to a conditional or
unconditional, absolute assignment. U-Haul shall have the right to
assign this Agreement to an affiliate or a wholly or majority owned
subsidiary; provided, however, any such assignee must assume all
obligations of U-Haul hereunder, Owner's rights hereunder will be
enforceable against any such assignee and U-Haul shall not be
released from its liabilities hereunder unless Owner shall expressly
agree thereto in writing.
9. Headings.
--------
The headings contained herein are for convenience of reference
only and are not intended to define, limit or describe the scope or
intent of any provision of this Agreement.
10. Governing Law.
-------------
The validity of this Agreement, the construction of its terms
and the interpretation of the rights and duties of the parties shall
be governed by the internal laws of the State of Arizona.
11. Notices.
-------
Any notice required or permitted herein shall be in writing and
shall be personally delivered or mailed first class postage prepaid
or delivered by an overnight delivery service to the respective
addresses of the parties set forth below their signatures on the
signature page thereof, or to such other address as any party may
give to the other in writing. Any notice required by this Agreement
will be deemed to have been given when personally served or one day
after delivery to an overnight delivery service or five days after
deposit in the first class mail.
12. Severability.
------------
Should any term or provision hereof be deemed invalid, void or
unenforceable either in its entirety or in a particular application,
the remainder of this Agreement shall nonetheless remain in full
force and effect and, if the subject term or provision is deemed to
be invalid, void or unenforceable only with respect to a particular
application, such term or provision shall remain in full force and
effect with respect to all other applications.
13. Successors.
----------
This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their permitted assigns and
successors in interest.
<PAGE>
14. Attorneys' Fees.
---------------
If it shall become necessary for any party hereto to engage
attorneys to institute legal action for the purpose of enforcing
their respective rights hereunder or for the purpose of defending
legal action brought by the other party hereto, the party or parties
prevailing in such litigation shall be entitled to receive all costs,
expenses and fees (including reasonable attorneys' fees) incurred by
it in such litigation (including appeals).
15. Counterparts.
------------
This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
16. Scope of Property Manager Responsibility.
----------------------------------------
The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the
Property for which such property manager is managing located in the
domicile state of such property manager, as more specifically
described on Exhibit A hereto, and no individual property manager
hereunder shall be liable for the acts or omissions of any other
property manager hereunder. Each property manager shall use its best
efforts to assist Owner in fulfilling Owner's obligations arising
under any loan to Owner that is secured by the Property, including
but not limited to preparing and providing financial and accounting
reports, and maintaining the Property. Each property manager agrees
that it will perform its obligations hereunder according to
reasonable industry standards, in good faith, and in a commercially
reasonable manner. U-Haul agrees that, in discharging its duties
hereunder, it will not have any relationship with any of its
affiliates that would be less favorable to Owner than would
reasonably be available in a transaction with an unaffiliated party.
[Rest of page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto execute this Agreement as
of the date first above written.
"Owner"
Ten SAC Self-Storage Corporation,
a Nevada corporation
By: /S/ Rex C. Nowlan
------------------------
Its: Ass't Sec.
------------------------
"U-Haul"
U-Haul Co. of Massachussets, Inc.,
a Massachussets corporation
By: /S/ Gary V. Klinefelter
------------------------
Its: Secretary
------------------------
U-Haul Co. of Florida, Inc.,
a Florida corporation
By: /S/ Donald Wm. Murney
------------------------
Its: Treasurer
------------------------
U-Haul Co. of California, Inc.,
a California corporation
By: /S/ Gary V. Klinefelter
------------------------
Its: Secretary
------------------------
U-Haul Co. of Oklahoma, Inc.,
an Oklahoma corporation
By: /S/ Gary V. Klinefelter
------------------------
Its: Secretary
------------------------
<PAGE>
EXHIBIT A
---------
Name of property manager Street address of the property managed
- ------------------------ --------------------------------------
pursuant to this agreement
--------------------------
U-Haul Co. of Massachussets, Inc., 15 Rusfield, Boston, Massachussets
a Massachussets corporation
U-Haul Co. of Florida, Inc., 4001 East Colonial Drive,
a Florida corporation Orlando, Florida 32803
U-Haul Co. of California, Inc., 310 Pico Avenue,
a California corporation San Clemente, California 92672
U-Haul Co. of Oklahoma, Inc., 6500 NW Expressway,
an Oklahoma corporation Oklahoma City, OK 73132
<PAGE>
AMERCO and Consolidated Subsidiaries
Exhibit 12. Statement Re: Computation of Ratios
Year end
---------------------------------
1999 1998 1997 1996 1995
---------------------------------
Pretax earnings from operations $ 97.6 76.3 83.5 96.2 93.5
Plus: Interest expense 73.7 79.4 76.0 67.6 68.6
Preferred stock dividends 17.4 20.8 16.9 13.0 13.0
Amortization of debt expense
and discounts .3 .3 .1 - -
A portion of rental expense
(1/3) 39.6 30.0 28.6 23.0 22.2
---------------------------------
Subtotal (A) 228.6 206.8 205.1 199.8 197.3
----------------------------------
Divided by:
Fixed charges:
Interest expense 73.7 79.4 76.0 67.6 68.6
Preferred stock dividends 17.4 20.8 16.9 13.0 13.0
A portion of rental expense (1/3) 39.6 30.0 28.6 23.0 22.2
Interest capitalized during the
period .9 2.2 3.4 1.8 1.7
Amortization of debt expense
and discounts .3 .3 .1 - -
----------------------------------
Subtotal (B) $ 131.9 132.7 125.0 105.4 105.5
----------------------------------
Ratio of earnings to fixed
charges (A)/(B) 1.73 1.56 1.64 1.90 1.87
==================================
AMERCO believes that one-third of AMERCO's annual rental expense is a
reasonable approximation of the interest factor of such rentals.
<PAGE>
AMERCO
FIRST LEVEL SUBSIDIARY Jurisdiction
- ---------------------- ------------
U-HAUL INTERNATIONAL, INC. NV
SECOND LEVEL SUBSIDIARIES
-------------------------
A & M Associates, Inc. AZ
INW Company WA
U-Haul Business Consultants, Inc. AZ
U-Haul Co. of Alabama, Inc. AL
U-Haul Co. of Alaska AK
U-Haul Co. of Arizona AZ
U-Haul Co. of Arkansas AR
U-Haul Co. of California CA
U-Haul Co. (Canada) Ltd. Ontario
U-Haul Co. of Colorado CO
U-Haul Co. of Connecticut CT
U-Haul Co. of District of Columbia, Inc. DC
U-Haul Co. of Florida FL
U-Haul Co. of Georgia GA
U-Haul of Hawaii, Inc. HI
U-Haul Co. of Idaho, Inc. ID
U-Haul Co. of Illinois, Inc. IL
U-Haul Co. of Indiana, Inc. IN
U-Haul Co. of Iowa, Inc. IA
U-Haul Co. of Kansas, Inc. KS
U-Haul Co. of Kentucky KY
U-Haul Co. of Louisiana LA
U-Haul Co. of Maine, Inc. ME
U-Haul Co. of Maryland, Inc. MD
U-Haul Co. of Massachusetts, Inc. MA
U-Haul Co. of Michigan MI
U-Haul Co. of Minnesota MN
U-Haul Co. of Mississippi MS
U-Haul Company of Missouri MO
U-Haul Co. of Montana, Inc. MT
U-Haul Co. of Nebraska NE
U-Haul Co. of Nevada, Inc. NV
U-Haul Co. of New Hampshire, Inc. NH
U-Haul Co. of New Jersey, Inc. NJ
U-Haul Co. of New Mexico, Inc. NM
<PAGE>
SECOND LEVEL SUBSIDIARIES -U-Haul International, Inc. (Cont'd)
--------------------------------------------------------------
Jurisdiction
------------
U-Haul Co. of New York, Inc. NY
U-Haul Co. of North Carolina NC
U-Haul Co. of North Dakota ND
U-Haul Co. of Ohio OH
U-Haul Co. of Oklahoma, Inc. OK
U-Haul Co. of Oregon OR
U-Haul Co. of Pennsylvania PA
U-Haul Co. of Rhode Island RI
U-Haul Co. of South Carolina, Inc. SC
U-Haul Co. of South Dakota, Inc. SD
U-Haul Co. of Tennessee TN
U-Haul Co. of Utah, Inc. UT
U-Haul Co. of Vermont, Inc. VT
U-Haul Co. of Virginia VA
U-Haul Co. of Washington WA
U-Haul Co. of West Virginia WV
U-Haul Co. of Wisconsin, Inc. WI
U-Haul Co. of Wyoming, Inc. WY
U-Haul Leasing & Sales Co. NV
U-Haul Self-Storage Corporation NV
U-Haul Co. of Texas TX
SECOND LEVEL SUBSIDIARIES
-------------------------
Mover's Club, Inc. TX
FIRST LEVEL SUBSIDIARY Jurisdiction
- ---------------------- ------------
AMERCO REAL ESTATE COMPANY NV
SECOND LEVEL SUBSIDIARIES
-------------------------
Amerco Real Estate Company of Alabama, Inc. AL
Amerco Real Estate Company of Texas, Inc. TX
One PAC Company NV
Two PAC Company NV
Three PAC Company NV
Four PAC Company NV
Five PAC Company NV
Six PAC Company NV
Seven PAC Company NV
Eight PAC Company NV
Nine PAC Company NV
<PAGE>
SECOND LEVEL SUBSIDIARIES - Amerco Real Estate Company (Cont'd)
---------------------------------------------------------------
Jurisdiction
------------
Ten PAC Company NV
Eleven PAC Company NV
Twelve PAC Company NV
Nationwide Commerical Co. AZ
THIRD LEVEL SUBSIDIARIES
------------------------
Yonkers Property Corporation NY
FIRST LEVEL SUBSIDIARY Jurisdiction
- ---------------------- ------------
OXFORD LIFE INSURANCE COMPANY AZ
SECOND LEVEL SUBSIDIARIES
-------------------------
Encore Financial, Inc. WI
THIRD LEVEL SUBSIDIARIES
------------------------
Encore Agency, Inc. LA
FOURTH LEVEL SUBSIDIARIES
-------------------------
Community Health, Inc. WI
Community Health Partners, Inc. IL
THIRD LEVEL SUBSIDIARIES
------------------------
North American Insurance Company WI
<PAGE>
FIRST LEVEL SUBSIDIARY Jurisdiction
- ---------------------- ------------
REPUBLIC WESTERN INSURANCE COMPANY AZ
SECOND LEVEL SUBSIDIARIES
-------------------------
Republic Claims Service Co. AZ
Republic Western Syndicate, Inc. NY
North American Fire and Casualty
Insurance Company LA
RWIC Investments, Inc. AZ
THIRD LEVEL SUBSIDIARIES
------------------------
Republic Western Specialty Underwriters, Inc. AZ
Republic Western Insurance Services AZ
FIRST LEVEL SUBSIDIARIES Jurisdiction
- ------------------------ ------------
Japal, Inc. NV
M.V.S., Inc. NV
Pafran, Inc. NV
Sophmar, Inc. NV
EJOS, Inc. AZ
Picacho Peak Investments Co. NV
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-3 (Nos. 333-10119, 333-73357 and 33-57917)
and Form S-2 (No. 33-56571) of AMERCO and its subsidiaries of our report
dated June 24, 1999 relating to the consolidated financial statements and
financial statement schedules, which appears in this Form 10-K.
PRICEWATERHOUSECOOPERS LLP
Phoenix, Arizona
June 24, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-K MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 44,505
<SECURITIES> 0
<RECEIVABLES> 390,960<F1>
<ALLOWANCES> 0
<INVENTORY> 80,159
<CURRENT-ASSETS> 0<F2>
<PP&E> 2,417,353
<DEPRECIATION> 1,122,529
<TOTAL-ASSETS> 3,087,503
<CURRENT-LIABILITIES> 0
<BONDS> 1,114,748
0
0
<COMMON> 10,563
<OTHER-SE> 605,462
<TOTAL-LIABILITY-AND-EQUITY> 3,087,503
<SALES> 181,273
<TOTAL-REVENUES> 1,551,932
<CGS> 106,789
<TOTAL-COSTS> 1,269,227
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 4,648
<INTEREST-EXPENSE> 73,658
<INCOME-PRETAX> 97,610
<INCOME-TAX> 35,101
<INCOME-CONTINUING> 62,509
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 62,509
<EPS-BASIC> 2.07
<EPS-DILUTED> 2.07
<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>
