-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ViPUfqOC/In4PJkN3hy/jDOZiZQ4eIBWWNRM/Z5d+RjtaQMvXgIBARIbO/0IcloZ Aymd7LRXZ4NGS5Nlr4OJ/A== 0000004457-99-000028.txt : 19990628 0000004457-99-000028.hdr.sgml : 19990628 ACCESSION NUMBER: 0000004457-99-000028 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERCO /NV/ CENTRAL INDEX KEY: 0000004457 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 880106815 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-11255 FILM NUMBER: 99652871 BUSINESS ADDRESS: STREET 1: 1325 AIRMOTIVE WY STE 100 CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7026886300 MAIL ADDRESS: STREET 1: 1325 AIRMOTIVE WAY STREET 2: SUITE 100 CITY: RENO STATE: NV ZIP: 89502 FORMER COMPANY: FORMER CONFORMED NAME: AMERCO DATE OF NAME CHANGE: 19770926 10-K 1 AMERCO 10-K 03/31/99 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. 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 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 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 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. 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, air conditioning, power steering, automatic transmissions, Gentle-Ride Suspensions, AM/FM cassette stereo systems and over-the-cab storage. Aerodynamically designed U-Haul trailers are suited to the low profile of many newly manufactured automobiles. As of March 31, 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, Utility Dollies, 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 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 - which provides moving customers with a damage waiver, cargo protection and medical and life coverage and (ii) Safestor - which provides self-storage rental customers with various 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 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 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 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. 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 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. 9
Unpaid Loss and Loss Adjustment Expenses December 31 - ------------------------------------------------------------------------------------------------------------------------- 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 ---------------------------------------------------------------------------------------------- (in thousands) 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
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. 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. 12
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) 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 13 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) 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. 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. 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. 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 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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 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. 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 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. 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. 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. 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. 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. 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. 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. 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. 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 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). 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. 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. 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. 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. 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. 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. 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 ======================================== 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. 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. 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. 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.
Revolving credit activity Short-term borrowing Year ended Year ended -------------------------- ------------------------- 1999 1998 1997 1999 1998 1997 -------------------------- ------------------------- (in thousands, except interest rates) 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
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. 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. 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 ==================================== 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 ============================== 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. 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 ========================================== 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. 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 ============================================ 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. 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. 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. 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. 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) ======================================= 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 =============================== 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 =============================== 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. 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:
Moving Property/ Adjustments and Storage Real Casualty Life and Operations Estate Insurance Insurance Eliminations Consolidated -------------------------------------------------------------------- (in thousands) Fiscal year 1999 - ---------------- Revenues: 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 Fiscal year 1998 - ---------------- Revenues: 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
67 AMERCO AND CONSOLIDATED SUBSIDIARIES Notes to Consolidated Financial Statements, Continued 21. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Moving Property/ Adjustments and Storage Real Casualty Life and Operations Estate Insurance Insurance Eliminations Consolidated -------------------------------------------------------------------- (in thousands) Fiscal year 1997 - --------------- Revenues: 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
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. 69 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.
Years Ended March 31, ---------------------------------------------------------------------- 1999 1998 1997 1996 1995 ---------------------------------------------------------------------- (in thousands, except earnings per $100 of average investment) 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.
70 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:
Year ended March 31, ---------------------------------------- 1999 1998 1997 1996 1995 ---------------------------------------- (in thousands) 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.
71 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:
Subsidiary Fleet Owners ------------------------- U-Haul Subsidiary Companies Companies Independent Total -------------------------------------------------- (in thousands) Year ended: 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
(F) A summary of Independent Fleet Owner expenses incurred by the Funds follows:
Year ended March 31, ---------------------------------------------- 1999 1998 1997 1996 1995 ---------------------------------------------- (in thousands) 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 ====== ===== ===== ===== =====
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. 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. 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. 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. 76 Schedule V AMERCO AND CONSOLIDATED SUBSIDIARIES Supplemental Information (For Property-Casualty Insurance Underwriters) Years ended December 31, 1998, 1997 and 1996
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) 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.
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. AMERCO By: /S/ EDWARD J. SHOEN --------------------- Edward J. Shoen Chairman of the Board 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 Chairman of the Board June 24, 1999 - ---------------------- (Principal Executive Edward J. Shoen Officer) /S/ GARY B. HORTON Principal Financial June 24, 1999 - ---------------------- and Accounting Officer Gary B. Horton /S/ WILLIAM E. CARTY Director June 24, 1999 - ---------------------- William E. Carty /S/ JAMES P. SHOEN Director June 24, 1999 - ---------------------- James P. Shoen /S/ RICHARD J. HERRERA Director June 24, 1999 - ---------------------- Richard J. Herrera /S/ CHARLES J. BAYER Director June 24, 1999 - ---------------------- Charles J. Bayer EX-10.21 2 MGMT AGREEMENT FIVE SAC 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 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 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. (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. 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, 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 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 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). 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 ------------------------ ------------------------ 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 ------------------------ 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 EX-10.22 3 MGMT AGREEMENT EIGHT SAC 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 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 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. (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. 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 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 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 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 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] 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 ---------------------------- 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 EX-10.23 4 MGMT AGREEMENT NINE SAC 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 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 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. (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. 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 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 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 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] 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 ------------------------ 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 EX-10.24 5 MGMT AGREEMENT TEN SAC 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 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 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. (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. 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 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 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 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] 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 ------------------------ 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 EX-12 6 RATIOS 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. EX-21 7 SUBSIDIARIES 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 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 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 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 EX-23 8 CONSENT OF INDEP ACCOUNTANTS 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 EX-27 9 FDS
5 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. 1,000 12-MOS MAR-31-1999 MAR-31-1999 44,505 0 390,960 0 80,159 0 2,417,353 1,122,529 3,087,503 0 1,114,748 0 0 10,563 605,462 3,087,503 181,273 1,551,932 106,789 1,269,227 0 4,648 73,658 97,610 35,101 62,509 0 0 0 62,509 2.07 2.07 THE VALUE FOR RECEIVABLES REPRESENTS THEIR AMOUNT NET OF THEIR ALLOWANCES. AN UNCLASSIFIED BALANCE SHEET EXISTS IN THE REGISTRANT'S FINANCIAL STATEMENTS.
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