U-Haul Holding Co /NV/ - Quarter Report: 2005 December (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
R QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For
the quarterly period ended December 31, 2005
or
£ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For
the transition period from __________________ to
__________________
Commission
File
Number
|
Registrant,
State of Incorporation,
Address
and Telephone Number
|
I.R.S.
Employer
Identification
No.
|
1-11255
|
AMERCO
|
88-0106815
|
(A
Nevada Corporation)
|
||
1325
Airmotive Way, Ste. 100
|
||
Reno,
Nevada 89502-3239
|
||
Telephone
(775) 688-6300
|
||
2-38498
|
U-Haul
International, Inc.
|
86-0663060
|
(A
Nevada Corporation)
|
||
2727
N. Central Avenue
|
||
Phoenix,
Arizona 85004
|
||
Telephone
(602) 263-6645
|
Indicate
by check mark whether the registrant: (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes R
No
£
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and larger accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Larger
Accelerated filer £ Accelerated
filer R Non-accelerated
filer £
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £
No
R
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13, or 15(d) of the Securities Exchange
Act
of 1934 subsequent to the distribution of securities under a plan confirmed
by a
court. Yes R
No
£
21,284,604
shares of AMERCO Common Stock, $0.25 par value, were outstanding at February
8,
2006.
5,385
shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at February 8, 2006.
TABLE
OF CONTENTS
Page
No.
|
||
PART
I FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements
|
|
1-2
|
||
3
|
||
4
|
||
5
|
||
6-7
|
||
8-34
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
35-56
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
57
|
Item
4.
|
Controls
and Procedures
|
57-58
|
PART
II OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
59
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
59
|
Item
3.
|
Defaults
Upon Senior Securities
|
59
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
59
|
Item
5.
|
Other
Information
|
59
|
Item
6.
|
Exhibits
|
PART
I FINANCIAL INFORMATION
CONDENSED
CONSOLIDATED BALANCE SHEETS
December
31,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
247,150
|
$
|
55,955
|
|||
Reinsurance
recoverables and trade receivables, net
|
238,483
|
236,817
|
|||||
Notes
and mortgage receivables, net
|
1,838
|
1,965
|
|||||
Inventories,
net
|
70,934
|
63,658
|
|||||
Prepaid
expenses
|
22,162
|
19,874
|
|||||
Investments,
fixed maturities
|
669,587
|
635,178
|
|||||
Investments,
other
|
233,228
|
345,207
|
|||||
Deferred
policy acquisition costs, net
|
48,117
|
52,543
|
|||||
Other
assets
|
99,044
|
85,291
|
|||||
Related
party assets
|
265,442
|
252,666
|
|||||
1,895,985
|
1,749,154
|
||||||
Property,
plant and equipment, at cost:
|
|||||||
Land
|
174,337
|
151,145
|
|||||
Buildings
and improvements
|
742,699
|
686,225
|
|||||
Furniture
and equipment
|
274,786
|
265,216
|
|||||
Rental
trailers and other rental equipment
|
202,280
|
199,461
|
|||||
Rental
trucks
|
1,273,926
|
1,252,018
|
|||||
SAC
Holding II Corporation - property, plant and equipment
|
79,132
|
77,594
|
|||||
2,747,160
|
2,631,659
|
||||||
Less:
Accumulated depreciation
|
(1,276,938
|
)
|
(1,277,191
|
)
|
|||
Total
property, plant and equipment
|
1,470,222
|
1,354,468
|
|||||
Total
assets
|
$
|
3,366,207
|
$
|
3,103,622
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
1
AMERCO
AND CONSOLIDATED ENTITIES
December
31,
|
March
31,
|
|||||||||
2005
|
2005
|
|||||||||
(Unaudited)
|
||||||||||
(In
thousands, except share and per share amounts)
|
||||||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||||
Liabilities:
|
||||||||||
Accounts
payable and accrued expenses
|
$
|
206,192
|
$
|
206,763
|
||||||
AMERCO's
notes and loans payable
|
942,092
|
780,008
|
||||||||
SAC
Holding II Corporation notes and loans payable, non-recourse to
AMERCO
|
76,572
|
77,474
|
||||||||
Policy
benefits and losses, claims and loss expenses payable
|
799,503
|
805,121
|
||||||||
Liabilities
from investment contracts
|
463,366
|
503,838
|
||||||||
Other
policyholders' funds and liabilities
|
14,764
|
29,642
|
||||||||
Deferred
income
|
21,258
|
38,743
|
||||||||
Deferred
income taxes
|
133,677
|
78,124
|
||||||||
Related
party liabilities
|
8,818
|
11,070
|
||||||||
Total
liabilities
|
2,666,242
|
2,530,783
|
||||||||
Commitments
and contingencies (notes 3, 6 and 7)
|
||||||||||
Stockholders'
equity:
|
||||||||||
Series
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 December 31 and March 31, 2005
|
-
|
-
|
||||||||
Series
B preferred stock, with no par value, 100,000 shares authorized;
none
|
||||||||||
issued
and outstanding as of December 31 and March 31, 2005
|
-
|
-
|
||||||||
Series
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;
|
||||||||||
3,716,181
shares issued as of December 31 and March 31, 2005
|
929
|
929
|
||||||||
Common
stock of $0.25 par value, 150,000,000 shares authorized;
|
||||||||||
38,269,518
issued as of December 31 and March 31, 2005
|
9,568
|
9,568
|
||||||||
Additional
paid-in capital
|
365,531
|
350,344
|
||||||||
Accumulated
other comprehensive loss
|
(29,604
|
)
|
(30,661
|
)
|
||||||
Retained
earnings
|
781,273
|
671,642
|
||||||||
Cost
of common shares in treasury, net (20,701,096 shares as of
|
||||||||||
December
31 and March 31, 2005)
|
(418,092
|
)
|
(418,092
|
)
|
||||||
Unearned
employee stock ownership plan shares
|
(9,640
|
)
|
(10,891
|
)
|
||||||
Total
stockholders' equity
|
699,965
|
572,839
|
||||||||
Total
liabilities and stockholders' equity
|
$
|
3,366,207
|
$
|
3,103,622
|
||||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
2
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
Quarter
Ended December 31,
|
||||||||||
2005
|
2004
|
|||||||||
(Unaudited)
|
||||||||||
(In
thousands, except share and per share amounts)
|
||||||||||
Revenues:
|
||||||||||
Self-moving
equipment rentals
|
$
|
353,409
|
$
|
328,471
|
||||||
Self-storage
revenues
|
29,784
|
28,846
|
||||||||
Self-moving
and self-storage products and service sales
|
47,316
|
42,694
|
||||||||
Property
management fees
|
4,289
|
2,880
|
||||||||
Life
insurance premiums
|
30,743
|
31,241
|
||||||||
Property
and casualty insurance premiums
|
9,949
|
3,975
|
||||||||
Net
investment and interest income
|
12,807
|
17,109
|
||||||||
Other
revenue
|
7,373
|
6,281
|
||||||||
Total
revenues
|
495,670
|
461,497
|
||||||||
Costs
and expenses:
|
||||||||||
Operating
expenses
|
271,368
|
286,518
|
||||||||
Commission
expenses
|
42,548
|
39,302
|
||||||||
Cost
of sales
|
23,376
|
21,361
|
||||||||
Benefits
and losses
|
35,202
|
40,958
|
||||||||
Amortization
of deferred policy acquisition costs
|
5,754
|
6,279
|
||||||||
Lease
expense
|
37,182
|
38,506
|
||||||||
Depreciation,
net of (gains) losses on disposals
|
34,821
|
28,282
|
||||||||
Total
costs and expenses
|
450,251
|
461,206
|
||||||||
Earnings
from operations
|
45,419
|
291
|
||||||||
Interest
expense
|
17,791
|
16,931
|
||||||||
Litigation
settlement
|
-
|
51,341
|
||||||||
Pretax
earnings
|
27,628
|
34,701
|
||||||||
Income
tax expense
|
(12,458
|
)
|
(13,155
|
)
|
||||||
Net
earnings
|
15,170
|
21,546
|
||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
(3,241
|
)
|
||||||
Earnings
available to common shareholders
|
$
|
11,929
|
$
|
18,305
|
||||||
Basic
and diluted earnings per common share
|
$
|
0.57
|
$
|
0.88
|
||||||
Weighted
average common shares outstanding:
|
||||||||||
Basic
and diluted
|
20,865,684
|
20,813,805
|
||||||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
3
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine
Months Ended December 31,
|
||||||||||
2005
|
2004
|
|||||||||
(Unaudited)
|
||||||||||
(In
thousands, except share and per share amounts)
|
||||||||||
Revenues:
|
||||||||||
Self-moving
equipment rentals
|
$
|
1,201,374
|
$
|
1,147,369
|
||||||
Self-storage
revenues
|
92,153
|
88,359
|
||||||||
Self-moving
and self-storage products and service sales
|
176,371
|
161,967
|
||||||||
Property
management fees
|
12,558
|
8,971
|
||||||||
Life
insurance premiums
|
90,050
|
96,535
|
||||||||
Property
and casualty insurance premiums
|
20,172
|
20,815
|
||||||||
Net
investment and interest income
|
38,873
|
46,160
|
||||||||
Other
revenue
|
29,093
|
23,686
|
||||||||
Total
revenues
|
1,660,644
|
1,593,862
|
||||||||
Costs
and expenses:
|
||||||||||
Operating
expenses
|
827,861
|
845,876
|
||||||||
Commission
expenses
|
143,763
|
138,069
|
||||||||
Cost
of sales
|
85,337
|
77,617
|
||||||||
Benefits
and losses
|
89,225
|
111,010
|
||||||||
Amortization
of deferred policy acquisition costs
|
17,806
|
24,015
|
||||||||
Lease
expense
|
107,055
|
115,389
|
||||||||
Depreciation,
net of (gains) losses on disposals
|
103,380
|
86,214
|
||||||||
Total
costs and expenses
|
1,374,427
|
1,398,190
|
||||||||
Earnings
from operations
|
286,217
|
195,672
|
||||||||
Interest
expense
|
52,672
|
53,995
|
||||||||
Fees
on early extinguishment of debt
|
35,627
|
-
|
||||||||
Litigation
settlement
|
-
|
51,341
|
||||||||
Pretax
earnings
|
197,918
|
193,018
|
||||||||
Income
tax expense
|
(78,564
|
)
|
(73,994
|
)
|
||||||
Net
earnings
|
119,354
|
119,024
|
||||||||
Less:
Preferred stock dividends
|
(9,723
|
)
|
(9,723
|
)
|
||||||
Earnings
available to common shareholders
|
$
|
109,631
|
$
|
109,301
|
||||||
Basic
and diluted earnings per common share
|
$
|
5.26
|
$
|
5.25
|
||||||
Weighted
average common shares outstanding:
|
||||||||||
Basic
and diluted
|
20,850,254
|
20,801,112
|
||||||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
4
AMERCO
AND CONSOLIDATED ENTITIES
Quarter
Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Comprehensive
income:
|
|||||||
Net
earnings
|
$
|
15,170
|
$
|
21,546
|
|||
Other
comprehensive income (loss), net of tax:
|
|||||||
Foreign
currency translation
|
(587
|
)
|
2,275
|
||||
Unrealized
gain (loss) on investments
|
(2,629
|
)
|
5,755
|
||||
Fair
market value of cash flow hedges
|
(128
|
)
|
800
|
||||
Total
comprehensive income
|
$
|
11,826
|
$
|
30,376
|
|||
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Comprehensive
income:
|
|||||||
Net
earnings
|
$
|
119,354
|
$
|
119,024
|
|||
Other
comprehensive income (loss), net of tax:
|
|||||||
Foreign
currency translation
|
(689
|
)
|
2,058
|
||||
Unrealized
loss on investments
|
(1,373
|
)
|
(4,098
|
)
|
|||
Fair
market value of cash flow hedges
|
3,119
|
(868
|
)
|
||||
Total
comprehensive income
|
$
|
120,411
|
$
|
116,116
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
5
AMERCO
AND CONSOLIDATED ENTITIES
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Cash
flow from operating activities:
|
|||||||
Net
earnings
|
$
|
119,354
|
$
|
119,024
|
|||
Depreciation
|
96,748
|
85,030
|
|||||
Amortization
of deferred policy acquisition costs
|
19,295
|
21,038
|
|||||
Change
in provision for losses on trade receivables
|
(24
|
)
|
(360
|
)
|
|||
Change
in provision for losses on mortgage notes
|
(1,216
|
)
|
-
|
||||
Net
loss on sale of real and personal property
|
7,105
|
998
|
|||||
Net
(gain) loss on sale of investments
|
3,041
|
(548
|
)
|
||||
Write-off
of unamortized debt issuance costs
|
13,629
|
-
|
|||||
Deferred
income taxes
|
50,556
|
46,919
|
|||||
Net
change in other operating assets and liabilities:
|
|||||||
Reinsurance
recoverables and trade receivables
|
(1,642
|
)
|
25,828
|
||||
Inventories
|
(7,276
|
)
|
(1,029
|
)
|
|||
Prepaid
expenses
|
(2,288
|
)
|
(10,178
|
)
|
|||
Capitalization
of deferred policy acquisition costs
|
(8,963
|
)
|
(4,544
|
)
|
|||
Other
assets
|
2,215
|
(21,333
|
)
|
||||
Related
party assets
|
5,589
|
(23,583
|
)
|
||||
Accounts
payable and accrued expenses
|
(7,686
|
)
|
(6,260
|
)
|
|||
Policy
benefits and losses, claims and loss expenses payable
|
(5,618
|
)
|
(3,234
|
)
|
|||
Other
policyholders' funds and liabilities
|
(14,878
|
)
|
1,437
|
||||
Deferred
income
|
(17,485
|
)
|
(6,717
|
)
|
|||
Related
party liabilities
|
2,884
|
1,314
|
|||||
Net
cash provided by operating activities
|
253,340
|
223,802
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
6
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Cash
flows from investing activities:
|
|||||||
Purchases
of:
|
|||||||
Property,
plant and equipment
|
$
|
(252,362
|
)
|
$
|
(172,496
|
)
|
|
Short
term investments
|
(369,804
|
)
|
(137,727
|
)
|
|||
Fixed
maturities investments
|
(183,677
|
)
|
(83,665
|
)
|
|||
Equity
securities
|
-
|
(6,765
|
)
|
||||
Other
asset investments, net
|
-
|
(936
|
)
|
||||
Real
estate
|
(2,362
|
)
|
-
|
||||
Mortgage
loans
|
(5,838
|
)
|
(750
|
)
|
|||
Notes
and mortgage receivables
|
-
|
(2,192
|
)
|
||||
Proceeds
from sale of:
|
|||||||
Property,
plant and equipment
|
46,842
|
229,233
|
|||||
Short
term investments
|
426,784
|
129,470
|
|||||
Fixed
maturities investments
|
119,855
|
103,202
|
|||||
Equity
securities
|
10,615
|
-
|
|||||
Preferred
stock
|
8,403
|
14,993
|
|||||
Other
asset investments, net
|
-
|
44,093
|
|||||
Real
estate
|
45,425
|
5,455
|
|||||
Mortgage
loans
|
10,338
|
2,819
|
|||||
Payments
from notes and mortgage receivables
|
1,343
|
205
|
|||||
Net
cash provided (used) by investing activities
|
(144,438
|
)
|
124,939
|
||||
Cash
flows from financing activities:
|
|||||||
Borrowings
from credit facilities
|
1,248,550
|
35,032
|
|||||
Principal
repayments on credit facilities
|
(1,087,716
|
)
|
(202,396
|
)
|
|||
Debt
issuance costs
|
(29,597
|
)
|
-
|
||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
1,251
|
1,752
|
|||||
Payoff
of capital leases
|
-
|
(99,607
|
)
|
||||
Preferred
stock dividends paid
|
(9,723
|
)
|
(25,297
|
)
|
|||
Investment
contract deposits
|
15,471
|
19,587
|
|||||
Investment
contract withdrawals
|
(55,943
|
)
|
(79,143
|
)
|
|||
Net
cash provided (used) by financing activities
|
82,293
|
(350,072
|
)
|
||||
Increase
(decrease) in cash equivalents
|
191,195
|
(1,331
|
)
|
||||
Cash
and cash equivalents at the beginning of period
|
55,955
|
81,557
|
|||||
Cash
and cash equivalents at the end of period
|
$
|
247,150
|
$
|
80,226
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
7
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2005, December 31, 2004 (Unaudited) and March 31,
2005,
1. Basis
of Presentation
The
third
fiscal quarter for AMERCO ends on the 31st
of
December for each year that is referenced. Our insurance company subsidiaries
have a third quarter that ends on the 30th
of
September for each year that is referenced. They have been consolidated on
that
basis. Consequently, all references to our insurance subsidiaries’ years 2005
and 2004 correspond to the Company’s fiscal years 2006 and 2005.
Accounts
denominated in non-U.S. currencies have been re-measured using the U.S. dollar
as the functional currency. Certain amounts reported in previous years have
been
reclassified to conform to the current presentation.
The
consolidated financial statements for the third quarter and the nine months
of
fiscal 2006 and fiscal 2005, and the balance sheet as of March 31, 2005 include
the accounts of AMERCO, its wholly-owned subsidiaries and SAC Holding II
Corporation and its subsidiaries.
The
condensed consolidated balance sheet as of December 31, 2005 and the related
condensed consolidated statements of operations and comprehensive income for
the
third quarter and the nine months and the cash flows for the nine months ended
fiscal 2006 and 2005 are unaudited.
In
our
opinion, all adjustments necessary for the fair presentation of such condensed
consolidated financial statements have been included. Such adjustments consist
only of normal recurring items. Interim results are not necessarily indicative
of results for a full year. The information in this 10-Q should be read in
conjunction with Management’s Discussion and Analysis and financial statements
and notes thereto included in the AMERCO 2005 Form 10-K.
Intercompany
accounts and transactions have been eliminated.
Description
of Legal Entities
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 (“RepWest”),
North
American Fire & Casualty Insurance Company (“NAFCIC”),
Oxford
Life Insurance Company (“Oxford”),
North
American Insurance Company (“NAI”) and
Christian
Fidelity Life Insurance Company (“CFLIC”).
Unless
the context otherwise requires, the term “Company”, “we”, “us” or “our” refers
to AMERCO and its legal subsidiaries.
8
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Description
of Operating Segments
AMERCO
has four reportable segments. They are Moving and Storage Operations, Property
and Casualty Insurance, Life Insurance and SAC Holding II.
Moving
and Storage Operations include AMERCO, U-Haul and Real Estate and the
wholly-owned subsidiaries of U-Haul and Real Estate and consist of the rental
of
trucks and trailers, sales of moving supplies, sales of trailer hitches, sales
of propane, the rental of self-storage spaces to the “do-it-yourself” mover and
management of self-storage properties owned by others. Operations are conducted
under the registered trade name U-Haul®
throughout the United States and Canada.
Property
and Casualty Insurance includes RepWest and its wholly-owned subsidiary. RepWest
provides loss adjusting and claims handling for U-Haul through regional offices
across North America. RepWest also underwrites components of the Safemove,
Safetow and Safestor protection packages to U-Haul customers.
Life
Insurance includes Oxford and its wholly-owned subsidiaries. Oxford originates
and reinsures annuities, ordinary life, group life and disability coverage,
and
Medicare supplement insurance. Oxford also administers the self-insured employee
health and dental plans for Arizona employees of the Company.
SAC
Holding Corporation and its subsidiaries, and SAC Holding II Corporation and
its
subsidiaries, collectively referred to as “SAC Holdings”, own self-storage
properties that are managed by U-Haul under property management agreements
and
act as independent U-Haul rental equipment dealers. AMERCO, through its
subsidiaries, has contractual interests in certain SAC Holdings’ properties
entitling AMERCO to potential future income based on the financial performance
of these properties. With respect to SAC Holding II Corporation, AMERCO is
considered the primary beneficiary of these contractual interests. Consequently,
we include the results of SAC Holding II Corporation in the consolidated
financial statements of AMERCO, as required by FIN 46(R).
2.
Earnings per Share
Net
income for purposes of computing earnings per common share is net income less
preferred stock dividends. Preferred stock dividends include accrued dividends
of AMERCO.
The
shares used in the computation of the Company’s basic and diluted earnings per
common share were as follows:
Quarter
Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
Basic
and diluted earnings per common share
|
$
|
0.57
|
$
|
0.88
|
|||
Weighted
average common share outstanding:
|
|||||||
Basic
and diluted
|
20,865,684
|
20,813,805
|
|||||
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
Basic
and diluted earnings per common share
|
$
|
5.26
|
$
|
5.25
|
|||
Weighted
average common share outstanding:
|
|||||||
Basic
and diluted
|
20,850,254
|
20,801,112
|
|||||
The
weighted average common shares outstanding listed above exclude post-1992 shares
of the employee stock ownership plan that have not been committed to be
released. The unreleased shares were 405,058 and 468,416 as of December 31,
2005
and December 31, 2004, respectively.
9
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
6,100,000
shares of preferred stock have been excluded from the weighted average shares
outstanding calculation because they are not common stock
equivalents.
3.
Borrowings
Long-Term
Debt
Long-term
debt consisted of the following:
December
31,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Real
estate loan, due 2010
|
$
|
242,585
|
$
|
-
|
|||
Senior
mortgages, 5.68%, due 2015
|
238,231
|
-
|
|||||
Senior
mortgages, 5.52%, due 2015
|
238,280
|
-
|
|||||
U-Haul
Co. of Canada mortgage securities 5.75%, due 2015
|
9,703
|
-
|
|||||
CMBS
mezzanine loan, due 2007
|
19,603
|
-
|
|||||
CMBS
loan, 5.47%, due 2015
|
24,020
|
-
|
|||||
CMBS
II loan , 5.72% due 2015
|
23,621
|
||||||
Revolving
credit agreement, due 2010
|
90,000
|
-
|
|||||
Rental
truck amortizing loan, due 2012
|
56,049
|
||||||
Revolving
credit facility, senior secured first lien
|
-
|
84,862
|
|||||
Senior
amortizing notes, secured, first lien, due 2009
|
-
|
346,500
|
|||||
Senior
notes, secured second lien, 9.00% interest rate, due 2009
|
-
|
200,000
|
|||||
Senior
subordinated notes, secured, 12.00% interest rate, due
2011
|
-
|
148,646
|
|||||
Total
AMERCO notes and loans payable
|
$
|
942,092
|
$
|
780,008
|
|||
Real
Estate Backed Loans
Real
Estate Loan
Amerco
Real Estate Company and certain of its subsidiaries and U-Haul Company of
Florida are borrowers under a Real Estate Loan. The lender is Merrill Lynch
Commercial Finance Corp. The original amount of the Real Estate Loan was $465.0
million and is due June 10, 2010. The borrowers have the right to extend the
maturity twice, for up to one year each time. U-Haul International, Inc. is
a
guarantor of this loan.
The
Real
Estate Loan requires monthly principal and interest payments, with the unpaid
loan balance and accrued and unpaid interest due at maturity. The Real Estate
Loan is secured by various properties owned by the borrowers. The principal
payments of $222.4 million made in the second quarter were sufficient to allow
us to make interest only payments.
The
interest rate, per the provisions of the Loan Agreement, is the applicable
London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At December
31, 2005 the applicable LIBOR was 4.36% and the applicable margin was 2.00%,
the
sum of which was 6.36%. The applicable margin ranges from 2.00% to 2.75% and
is
based on the ratio of the excess of the average daily amount of loans divided
by
a fixed percentage of the appraised value of the properties collateralizing
the
loan, compared with the most recently reported twelve months of Combined Net
Operating Income (“NOI”), as that term is defined in the Loan
Agreement.
The
default provisions of the Real Estate Loan include non-payment of principal
or
interest and other standard affirmative covenants. There are limited
restrictions regarding our use of the funds.
10
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Senior
Mortgages
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under the Senior Mortgages. The lenders for the Senior Mortgages
are
Merrill Lynch Mortgage Lending, Inc. and Morgan Stanley Mortgage Capital Inc.
The Senior Mortgages are in the aggregate amount of $476.5 million and are
due
July 2015.
The
Senior Mortgages require average monthly principal and interest payments of
$3.0
million with the unpaid loan balance and accrued and unpaid interest due at
maturity. The Senior Mortgages are secured by certain properties owned by the
borrowers. The interest rates, per the provisions of the Senior Mortgages,
are
5.68% per annum for the Merrill Lynch Mortgage Lending Agreement and 5.52%
per
annum for the Morgan Stanley Mortgage Capital Agreement. The default provisions
of the Senior Mortgages include non-payment of principal or interest and other
standard covenants. There are limited restrictions regarding our use of the
funds.
U-Haul
Company of Canada Mortgage Securities
U-Haul
Company of Canada is the borrower under a mortgage backed loan. The loan was
arranged by Merrill Lynch Canada and is in the amount of $9.8 million ($11.4
million Canadian currency). The loan is secured by certain properties owned
by
the borrower. The loan was entered into on June 29, 2005 at a rate of 5.75%.
The
loan requires monthly principal and interest payments with the unpaid loan
balance and accrued and unpaid interest due at maturity. It has a twenty-five
year amortization with a maturity of July 1, 2015. The default provisions of
the
loan include non-payment of principal or interest and other standard covenants.
There are limited restrictions regarding our use of the funds.
CMBS
Mezzanine Loan
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under the CMBS Mezzanine Loan. The loan was originated by Morgan
Stanley Mortgage Capital, Inc. and is in the amount of $20.0 million. The loan
was entered into on August 12, 2005. The interest rate per the provision of
the
loan agreement is the applicable LIBOR plus a margin of 5.65%. At December
31,
2005 the applicable LIBOR was 4.36%. The loan requires monthly principal and
interest payments with the unpaid loan balance and accrued and unpaid interest
due at maturity. It has a ten year amortization with a maturity of September
1,
2007. Amerco Real Estate Company and U-Haul International, Inc. are guarantors
of the loan. The default provisions of the loan include non-payment of principal
or interest and other standard covenants. There are limited restrictions
regarding our use of the funds.
CMBS
Loan
A
subsidiary of Amerco Real Estate Company is a borrower under a mortgage backed
loan. The lender is Morgan Stanley Mortgage Capital, Inc. and the loan is in
the
amount of $24.1 million. The loan was entered into on August 17, 2005 at a
rate
of 5.47%. The loan is secured by certain properties owned by the borrower.
The
loan requires monthly principal and interest payments with the unpaid loan
balance and accrued and unpaid interest due at maturity. It has a twenty-five
year amortization with a maturity of September 17, 2015. The default provisions
of the loan include non-payment of principal or interest and other standard
covenants. There are limited restrictions regarding our use of the funds.
CMBS
II Loan
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under a mortgage backed loan. The lender is Lehman Brothers Bank,
FSB
and the loan is in the amount of $23.7 million. The loan was entered into on
October 6, 2005 at a rate of 5.72%. The loan is secured by certain properties
owned by the borrowers. The loan requires monthly principal and interest
payments with the unpaid loan balance and accrued and unpaid interest due at
maturity. It has a twenty-five year amortization with a maturity of October
11,
2015. The default provisions of the loan include non-payment of principal or
interest and other standard covenants. There are limited restrictions regarding
our use of the funds.
11
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Fleet
Loans
Revolving
Credit Agreement
U-Haul
International, Inc. is a borrower under a revolving credit facility. The lender
is Merrill Lynch Commercial Finance Corp. The maximum amount that can be drawn
is $150.0 million and is due July 2010. As of December 31, 2005 the Company
had
$60.0 million available under this revolving credit facility.
The
Revolving Credit Agreement requires monthly interest payments, with the unpaid
loan balance and accrued unpaid interest due at maturity. The Revolving Credit
Agreement is secured by various older rental trucks. The maximum amount that
we
can draw down under the Revolving Credit Agreement reduces by $50.0 million
after the third year and another $50.0 million after the fourth year. The
interest rate, per the provision of the Loan Agreement, is the applicable LIBOR
plus a margin of 1.75%. At December 31, 2005 the applicable LIBOR was 4.36%.
The
default provisions of the loan include non-payment of principal or interest
and
other standard covenants.
Rental
Truck Amortizing Loan
U-Haul
International, Inc. is a borrower under an amortizing term loan. The lender
is
Merrill Lynch Commercial Finance Corp. The maximum amount that can be borrowed
is $150.0 million and is due six years following the last draw down. As of
December 31, 2005 the Company had drawn $56.0 million and anticipates drawing
the remaining $94.0 million by April 30, 2006.
The
Rental Truck Amortizing Loan requires monthly principal and interest payments,
with the unpaid loan balance and accrued unpaid interest due at maturity. The
Rental Truck Amortizing Loan can be used to purchase new trucks between the
months of November 2005 through June 2006. The interest rate, per the provision
of the Loan Agreement, is the applicable LIBOR plus a margin between 1.50%
and
1.75%. At December 31, 2005 the applicable LIBOR was 4.36% and the applicable
margin was 1.75%. The default provisions of the loan include non-payment of
principal or interest and other standard covenants.
W.P.
Carey Transactions
In
1999,
AMERCO, U-Haul and Real Estate entered into financing agreements for the
purchase and construction of self-storage facilities with the Bank of Montreal
and Citibank (the “leases” or the “synthetic leases”). Title to the real
property subject to these leases was held by non-affiliated entities.
These
leases were amended and restated on March 15, 2004. In connection with such
amendment and restatement, we paid down approximately $31.0 million of lease
obligations and entered into leases with a three year term, with four one year
renewal options. After such pay down, our lease obligation under the amended
and
restated synthetic leases was approximately $218.5 million.
On
April
30, 2004, the amended and restated leases were terminated and the properties
underlying these leases were sold to UH Storage (DE) Limited Partnership, an
affiliate of W. P. Carey. U-Haul entered into a ten year operating lease with
W.
P. Carey (UH Storage DE) for a portion of each property (the portion of the
property that relates to U-Haul’s truck and trailer rental and moving supply
sales businesses). The remainder of each property (the portion of the property
that relates to self-storage) was leased by W. P. Carey (UH Storage DE) to
Mercury Partners, LP (“Mercury”) pursuant to a twenty year lease. These events
are referred to as the “W. P. Carey Transactions.” As a result of the W. P.
Carey Transactions, we no longer have a capital lease related to these
properties.
The
sales
price for these transactions was $298.4 million and cash proceeds were $298.9
million. The Company realized a gain on the transaction of $2.7 million, which
is being amortized over the life of the lease term.
As
part
of the W. P. Carey Transactions, U-Haul entered into agreements to manage these
properties (including the portion of the properties leased by Mercury). These
management agreements allow us to continue to operate the properties as part
of
the U-Haul moving and self-storage system.
12
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
U-Haul’s
annual lease payments under the new lease are approximately $10.0 million per
year, with Consumer Price Index (“CPI”) inflation adjustments beginning in the
sixth year of the lease. The lease term is ten years, with a renewal option
for
an additional ten years. Upon closing of the W. P. Carey Transactions, we made
a
$22.9 million earn-out deposit, providing us with the opportunity to be
reimbursed for certain capital improvements we previously made to the
properties, and a $5.0 million security deposit. U-Haul has met the requirements
under the lease regarding the return of the earn-out deposit which has been
refunded.
The
property management agreement we entered into with Mercury provides that Mercury
will pay U-Haul a management fee based on gross self-storage rental revenues
generated by the properties. During the nine months of fiscal 2006, U-Haul
earned $3.0 million in management fees from Mercury.
Annual
Maturities of AMERCO Consolidated Notes and Loans Payable
The
annual maturity of AMERCO Consolidated long-term debt as of December 31, 2005
for the next five years and thereafter is as follows:
Year
Ending December 31,
|
|||||||||||||||||||
2006
|
2007
|
2008
|
2009
|
2010
|
Thereafter
|
||||||||||||||
(Unaudited)
|
|||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Notes
payable, secured
|
$
|
22,166
|
$
|
39,398
|
$
|
22,651
|
$
|
23,394
|
$
|
356,682
|
$
|
477,801
|
|||||||
SAC
Holding II Corporation Notes and Loans Payable to Third
Parties
SAC
Holding II notes and loans payable to third parties consisted of the
following:
December
31,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Notes
payable, secured, 7.87% interest rate, due 2027
|
$
|
76,572
|
$
|
77,474
|
|||
13
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
4.
Interest on Borrowings
Interest
expense was as follows:
Quarter
Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Interest
expense
|
$
|
13,853
|
$
|
14,479
|
|||
Capitalized
interest
|
(39
|
)
|
-
|
||||
Amortization
of transaction costs
|
892
|
863
|
|||||
Interest
expense resulting from derivatives
|
1,543
|
24
|
|||||
Total
AMERCO interest expense
|
16,249
|
15,366
|
|||||
SAC
Holding II interest expense
|
3,403
|
3,710
|
|||||
Less:
Intercompany transactions
|
1,861
|
2,145
|
|||||
Total
SAC Holding II interest expense
|
1,542
|
1,565
|
|||||
Total
|
$
|
17,791
|
$
|
16,931
|
|||
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Interest
expense
|
$
|
45,469
|
$
|
45,821
|
|||
Capitalized
interest
|
(115
|
)
|
-
|
||||
Amortization
of transaction costs related to early extinguishment of
debt
|
14,384
|
-
|
|||||
Amortization
of transaction costs
|
1,940
|
2,458
|
|||||
Interest
expense resulting from derivatives
|
750
|
1,017
|
|||||
Fees
on early extinguishment of debt
|
21,243
|
-
|
|||||
Total
AMERCO interest expense
|
83,671
|
49,296
|
|||||
SAC
Holding II interest expense
|
9,547
|
10,941
|
|||||
Less:
Intercompany transactions
|
4,919
|
6,242
|
|||||
Total
SAC Holding II interest expense
|
4,628
|
4,699
|
|||||
Total
|
$
|
88,299
|
$
|
53,995
|
|||
Interest
paid in cash by AMERCO amounted to $13.8 million and $14.1 million for the
third
quarter of fiscal 2006 and fiscal 2005, respectively.
Interest
paid in cash by AMERCO (excluding any fees from the early extinguishment of
debt) amounted to $39.7 million and $42.9 million for the nine months of fiscal
2006 and fiscal 2005, respectively.
The
costs
associated with the early extinguishment of debt in the first quarter of fiscal
2006, include $21.2 million of fees and $14.4 million of transaction cost
amortization related to retired debt.
14
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
The
exposure to market risk for changes in interest rates relates primarily to
our
variable rate debt obligations. We have used interest rate swap and interest
rate cap agreements to provide for matching the gain or loss recognition on
the
hedging instrument with the recognition of the changes in the cash flows
associated with the hedged asset or liability attributable to the hedged risk
or
the earnings effect of the hedged forecasted transaction. On June 8, 2005 the
Company entered into separate interest rate swap contracts for $100.0 million
of
our variable rate debt over a three year term and for $100.0 million of our
variable rate debt over a five year term, which were designated as cash flow
hedges effective July 1, 2005. On May 13, 2004 the Company entered into
separate interest rate cap contracts for $200.0 million of our variable
rate debt over a two year term and for $50.0 million of our variable
rate debt over a three year term, however these contracts were designated as
cash flow hedges effective July 11, 2005 when the debt was paid down by $222.4
million. On November 15, 2005 the Company entered into a forward starting
interest rate swap contract for $142.3 million of a variable rate debt over
a
six year term, starting on May 10, 2006.
Interest
rates and Company borrowings were as follows:
Revolving
Credit Activity
|
|||||||
Quarter
ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except interest rates)
|
|||||||
Weighted
average interest rate during the third fiscal quarter
|
5.81%
|
|
6.21%
|
|
|||
Interest
rate at the end of the third fiscal quarter
|
6.11%
|
|
6.25%
|
|
|||
Maximum
amount outstanding during the third fiscal quarter
|
$
|
90,000
|
$
|
20,466
|
|||
Average
amount outstanding during the third fiscal quarter
|
$
|
90,000
|
$
|
3,817
|
|||
Revolving
Credit Activity
|
|||||||
Nine
Months ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except interest rates)
|
|||||||
Weighted
average interest rate during the nine months
|
5.81%
|
|
5.88%
|
|
|||
Interest
rate at the end of the nine months
|
6.11%
|
|
6.25%
|
|
|||
Maximum
amount outstanding during the nine months
|
$
|
158,011
|
$
|
38,624
|
|||
Average
amount outstanding during the nine months
|
$
|
100,795
|
$
|
8,002
|
|||
5.
Comprehensive Income (Loss)
The
components of accumulated other comprehensive income (loss), net of tax, were
as
follows:
December
31,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Accumulated
foreign currency translation
|
$
|
(34,033
|
)
|
$
|
(33,344
|
)
|
|
Accumulated
unrealized gain on investments
|
1,263
|
2,636
|
|||||
Accumulated
fair market value of cash flow hedge
|
3,166
|
47
|
|||||
$
|
(29,604
|
)
|
$
|
(30,661
|
)
|
||
15
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
A
summary
of accumulated comprehensive income (loss) components, net of tax, were as
follows:
Foreign
Currency Translation
|
Unrealized
Gain (Loss) on Investments
|
Fair
Market Value of Cash Flow Hedge
|
Accumulated
Other Comprehensive Income (Loss)
|
||||||||||||||||
(Unaudited)
|
|||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Balance
at March 31, 2005
|
$
|
(33,344
|
)
|
$
|
2,636
|
$
|
47
|
$
|
(30,661
|
)
|
|||||||||
Foreign
currency translation - U-Haul
|
(689
|
)
|
-
|
-
|
(689
|
)
|
|||||||||||||
Unrealized
gain (loss) on investments
|
-
|
(1,373
|
)
|
-
|
(1,373
|
)
|
|||||||||||||
Change
in fair market value of cash flow hedge
|
-
|
-
|
3,119
|
3,119
|
|||||||||||||||
Balance
at December 31, 2005
|
$
|
(34,033
|
)
|
$
|
1,263
|
$
|
3,166
|
$
|
(29,604
|
)
|
|||||||||
The
Company leases a portion of its rental equipment and certain of its facilities
under operating leases with terms that expire at various dates substantially
through 2034, with the exception of one land lease expiring in 2079. At December
31, 2005, AMERCO has guaranteed $181.1 million of residual values for these
rental equipment 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. At the expiration of the lease, the Company has the option
to renew the lease, purchase the asset for fair market value, or sell the asset
to a third party on behalf of the lessor. AMERCO has been leasing rental
equipment since 1987 and has experienced no material losses relating to these
types of residual value guarantees.
Lease
commitments having terms of more than one year as of December 31, 2005, were
as
follows:
Property,
Plant
and
Equipment
|
Rental
Equipment
|
Total
|
||||||||
(Unaudited)
|
||||||||||
(In
thousands)
|
||||||||||
Year-ended
December 31,:
|
||||||||||
2006
|
$
|
11,849
|
$
|
127,413
|
$
|
139,262
|
||||
2007
|
11,672
|
95,753
|
107,425
|
|||||||
2008
|
11,467
|
74,767
|
86,234
|
|||||||
2009
|
11,070
|
61,519
|
72,589
|
|||||||
2010
|
10,792
|
42,610
|
53,402
|
|||||||
Thereafter
|
43,392
|
34,230
|
77,622
|
|||||||
Total
|
$
|
100,242
|
$
|
436,292
|
$
|
536,534
|
||||
16
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
7.
Contingencies
Shoen
On
September 24, 2002, Paul F. Shoen filed a derivative action in the Second
Judicial District Court of the State of Nevada, Washoe County, captioned Paul
F.
Shoen vs. SAC Holding Corporation et al., CV02-05602, seeking damages and
equitable relief on behalf of AMERCO from SAC Holdings and certain current
and
former members of the AMERCO Board of Directors, including Edward J. Shoen,
Mark
V. Shoen and James P. Shoen as defendants. AMERCO is named a nominal defendant
for purposes of the derivative action. The complaint alleges breach of fiduciary
duty, self-dealing, usurpation of corporate opportunities, wrongful interference
with prospective economic advantage and unjust enrichment and seeks the
unwinding of sales of self-storage properties by subsidiaries of AMERCO to
SAC
Holdings over the last several years. The complaint seeks a declaration that
such transfers are void as well as unspecified damages. On October 28, 2002,
AMERCO, the Shoen directors, the non-Shoen directors and SAC Holdings filed
Motions to Dismiss the complaint. In addition, on October 28, 2002, Ron Belec
filed a derivative action in the Second Judicial District Court of the State
of
Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al., CV
02-06331 and on January 16, 2003, M.S. Management Company, Inc. filed a
derivative action in the Second Judicial District Court of the State of Nevada,
Washoe County, captioned M.S. Management Company, Inc. vs. William E. Carty,
et
al., CV 03-00386. Two additional derivative suits were also filed against these
parties. These additional suits are substantially similar to the Paul F. Shoen
derivative action. The five suits assert virtually identical claims. In fact,
three of the five plaintiffs are parties who are working closely together and
chose to file the same claims multiple times. These lawsuits alleged that the
AMERCO Board lacked independence. In reaching its decision to dismiss these
claims, the court determined that the AMERCO Board of Directors had the
requisite level of independence required in order to have these claims resolved
by the Board. The court consolidated all five complaints before dismissing
them
on May 28, 2003. Plaintiffs appealed and, on September 12, 2005 the Nevada
Supreme Court heard oral arguments. The parties are awaiting a
ruling.
Securities
Litigation
AMERCO
is
a defendant in a consolidated putative class action lawsuit entitled “In Re
AMERCO Securities Litigation”, United States District Court, Case No.
CV-N-03-0050-ECR (RAM). The action alleges claims for violation of Section
10(b)
of the Securities Exchange Act and Rule 10b-5 there under, section 20(a) of
the
Securities Exchange Act of 1934 and sections 11, 12, and 15 of the Securities
Act of 1933. The action alleges among other things, that AMERCO engaged in
transactions with SAC entities that falsely improved AMERCO’s financial
statements and that AMERCO failed to disclose the transactions properly. The
action has been transferred to the United Sates District Court, District of
Arizona and assigned to Judge Bryan. Motions to dismiss are fully briefed and
are before the court.
Securities
and Exchange Commission
The
Securities and Exchange Commission (“SEC”) has issued a formal order of
investigation to determine whether the Company has violated the Federal
Securities laws. The Company has produced and delivered all requested documents
and information and provided testimony from all requested witnesses to the
SEC.
The Company continues to cooperate with the SEC. We cannot predict the outcome
of the investigation.
Environmental
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
these suits, claims or proceedings involving AMERCO, individually or in the
aggregate, are expected to result in a material loss.
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 some of its properties. Real
Estate regularly makes capital and operating expenditures to stay in compliance
with environmental laws and has put in place a remedial plan at each site where
it believes such a plan is necessary. Since 1988, Real Estate has managed a
testing and removal program for underground storage tanks.
17
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Based
upon the information currently available to Real Estate, compliance with the
environmental laws and its share of the costs of investigation and cleanup
of
known hazardous waste sites are not expected to have a material adverse effect
on AMERCO’s financial position or operating results. Real Estate expects to
spend approximately $8.7 million through 2011 to remediate these
properties.
Other
The
Company is named as a defendant in various other litigation and claims arising
out of the normal course of business. In managements’ opinion none of these
other matters will have a material effect on the Company’s financial position
and results of operations.
8.
Related Party Transactions
AMERCO
has engaged in related party transactions, and has continuing related party
interests with certain major stockholders, directors and officers of the
consolidated group as disclosed below. Management believes that the transactions
described below and in the related notes were consummated on terms equivalent
to
those that would prevail in arm’s-length transactions.
During
the third quarter of fiscal 2006, subsidiaries of the Company held various
junior unsecured notes of SAC Holdings. Substantially all of the equity interest
of SAC Holdings is controlled by Mark V. Shoen, a significant shareholder
and executive officer of AMERCO. The Company does not have an equity ownership
interest in SAC Holdings, except for minority investments made by RepWest and
Oxford in a SAC Holdings-controlled limited partnership which holds Canadian
self-storage properties. The Company received cash interest payments of $9.4
million, from SAC Holdings during the nine months of fiscal 2006. The largest
aggregate amount of notes receivable outstanding during the nine months of
fiscal 2006 and the aggregate notes receivable balance at December 31, 2005
was
$203.7 million, of this amount, $75.1 million is with SAC Holding II
Corporation and are eliminated in consolidation.
Interest
accrues on the outstanding principal balance of junior notes of SAC Holdings
that the Company holds at a stated rate of basic interest. A fixed portion
of
that basic interest is paid on a monthly basis.
Additional
interest is paid on the same payment date based on the amount of remaining
basic
interest and of the cash flow generated by the underlying property. This amount
is referred to as the “cash flow-based calculation.”
To
the
extent that this cash flow-based calculation exceeds the amount of remaining
basic interest, contingent interest is paid on the same monthly date as the
fixed portion of basic interest. To the extent that the cash flow-based
calculation is less than the amount of remaining basic interest, the additional
interest payable on the applicable monthly date is limited to the amount of
that
cash flow-based calculation. In such a case, the excess of the remaining basic
interest over the cash flow-based calculation is deferred. In addition, subject
to certain contingencies, the junior notes provide that the holder of the note
is entitled to receive 90% of the appreciation realized upon, among other
things, the sale of such property by SAC Holdings.
The
Company currently manages the self-storage properties owned or leased by SAC
Holdings, Mercury, 4 SAC, 5 SAC, Galaxy and Private Mini Storage Realty (Private
Mini) pursuant to a standard form of management agreement, under which the
Company receives a management fee of between 4% and 10% of the gross receipts.
The Company received management fees of $13.1 million and $10.9 million from
the
above mentioned entities for the first nine months ended December 31, 2005
and
2004, respectively. This management fee is consistent with the fees received
for
other properties the Company previously managed for third parties. These
entities are substantially controlled by Mark V. Shoen. James P. Shoen, a
significant shareholder and director of AMERCO, has an interest in
Mercury.
RepWest
and Oxford currently hold a 46% limited partnership interest in Securespace
Limited Partnership (“Securespace”), a Nevada limited partnership. A SAC
Holdings subsidiary serves as the general partner of Securespace and owns a
1%
interest. Another SAC Holdings subsidiary owns the remaining 53% limited
partnership interest in Securespace. Securespace was formed by SAC Holdings
to
be the owner of various Canadian self-storage properties. RepWest and Oxford’s
investment in Securespace is included in related party assets and is accounted
for using the equity method of accounting. We do not believe that the carrying
amount of their investment in Securespace is in excess of fair
value.
18
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For
the
first nine months ended December 31, 2005 and 2004, the Company leased space
for
marketing company offices, vehicle repair shops and hitch installation centers
from subsidiaries of SAC Holdings, 5 SAC and Galaxy. Total lease payments
pursuant to such leases were $2.0 million
and $1.9 million, respectively. The terms of the leases are similar to the
terms
of leases for other properties owned by unrelated parties that are leased to
the
Company.
At
December 31, 2005, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and
Private Mini acted as U-Haul independent dealers. The financial and other terms
of the dealership contracts with the aforementioned companies and their
subsidiaries are substantially identical to the terms of those with the
Company’s other independent dealers. For the first nine months ended December
31, 2005 and 2004, the Company paid the above mentioned entities
$29.2 million
and $26.3 million, respectively in commissions pursuant to such dealership
contracts.
SAC
Holdings was established in order to acquire self-storage properties. These
properties are being managed by the Company pursuant to management agreements.
The sale of self-storage properties by the Company to SAC Holdings has in the
past provided significant cash flows to the Company and the Company’s
outstanding loans to SAC Holdings entitle the Company to participate in SAC
Holdings’ excess cash flows (after senior debt service).
Management
believes that its sales of self-storage properties to SAC Holdings in the past
provided a unique structure for the Company to earn moving equipment rental
revenues and management fee income from the SAC Holdings self-storage properties
the Company manages and to participate in SAC Holdings’ excess cash flows as
described above.
Independent
fleet owners own approximately 3.0% of all U-Haul rental trailers. There are
approximately 875 independent fleet owners, including certain officers,
directors, employees and stockholders of AMERCO. Such AMERCO officers,
directors, employees and stockholders owned less than 1.0% of all U-Haul rental
trailers during the nine months of fiscal 2006 and fiscal 2005, respectively.
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).
In
February 1997, AMERCO, through its insurance subsidiaries, invested in the
equity of Private Mini, a Texas-based self-storage operator. RepWest invested
$13.5 million and had a direct 30.6% interest and an indirect 13.2% interest.
Oxford invested $11.0 million and had a direct 24.9% interest and an indirect
10.8% interest. On June 30, 2003, RepWest and Oxford exchanged their respective
interests in Private Mini for certain real property owned by 4 SAC and 5 SAC.
The exchanges were non-monetary and were recorded on the basis of the book
values of the assets exchanged.
During
1997, Private Mini secured a $225.0 million line of credit with a financing
institution, which was subsequently reduced in accordance with its terms to
$125.0 million in December 2001. Under the terms of this credit facility, AMERCO
entered into a support party agreement with Private Mini whereby upon default
or
noncompliance with certain debt covenants by Private Mini, AMERCO assumes
responsibility in fulfilling all obligations related to this credit facility.
In
2003, the support party obligation was bifurcated into two separate support
party obligations; one consisting of a $55.0 million support party obligation
and one consisting of a $70.0 million support party obligation. At
March 31, 2003, $55.0 million of AMERCO’s support party obligation had been
triggered. AMERCO satisfied the $55.0 million obligation by issuing notes to
the
Private Mini creditor, and we correspondingly increased our receivable from
Private Mini by $55.0 million. Interest from Private Mini on this receivable
is
being recorded by AMERCO on a regular basis. The
Company expects to fully recover this amount. Under the terms of FIN 45, the
remaining $70.0 million support party obligation was recognized by the Company
as a liability at March 31, 2004 and March 31, 2003. This resulted in AMERCO
increasing Other Liabilities by $70.0 million and increasing our receivable
from
Private Mini by an additional $70.0 million. At March 31, 2005, the Company
revalued the FIN 45 liability to $2.9 million. Effective July 15, 2005 the
$70.0
million support party obligation was terminated and AMERCO is no longer
obligated on behalf of Private Mini. The $2.9 million liability recorded in
the
Company’s books was eliminated at the time the support party obligation was
terminated. Private Mini is now a wholly-owned subsidiary of 4 SAC and 5
SAC.
19
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
In
August
2005, RepWest completed the sale of three storage properties to 5 SAC and the
sale of nineteen storage properties to Real Estate, for approximately $50.5
million. RepWest received cash from these sales. Management believes that the
foregoing transactions were consummated on terms equivalent to those that
prevail in arm’s-length transactions.
In
October 2005, Oxford completed the sale of three storage properties to 5 SAC,
one storage property to Real Estate and was fully repaid by U-Haul on a mortgage
note secured by twenty-five storage properties. These transactions totaled
approximately $38.0 million. Oxford received cash from these sales and
repayments. Management believes that the foregoing transactions were consummated
on terms equivalent to those that prevail in arm’s-length
transactions.
Related
Party Assets
December
31,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Private
Mini notes, receivables and interest
|
$
|
74,028
|
$
|
70,887
|
|||
Oxford
note receivable from SAC Holding Corporation
|
5,040
|
5,040
|
|||||
U-Haul
notes receivable from SAC Holding Coporation
|
123,578
|
123,578
|
|||||
U-Haul
interest receivable from SAC Holding Corporation
|
39,844
|
35,960
|
|||||
U-Haul
receivable from SAC Holding Corporation
|
5,083
|
1,028
|
|||||
SAC
Holding II receivable from parent
|
2,900
|
2,202
|
|||||
U-Haul
receivable from Mercury
|
3,117
|
2,185
|
|||||
Oxford
and RepWest investment in Securespace
|
11,345
|
11,225
|
|||||
Other
|
507
|
561
|
|||||
$
|
265,442
|
$
|
252,666
|
||||
Related
Party Liabilities
December
31,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
SAC
Holding II Corporation payable to affiliate
|
$
|
8,818
|
$
|
11,070
|
|||
20
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
9.
Consolidating Financial Information by Industry Segment
AMERCO
has four reportable segments. They are Moving and Storage Operations, Property
and Casualty Insurance, Life Insurance and SAC Holding II.
This
section includes condensed consolidating financial information which presents
the condensed consolidating balance sheets as of December 31, 2005 and March
31,
2005 and the related condensed consolidating statements of operations for the
third quarter and nine months of fiscal 2006 and 2005 and the condensed
consolidating cash flow statements for the nine months of fiscal 2006 and 2005
for:
(a)
|
Moving
and Storage Operations, comprised of AMERCO, U-Haul, and Real Estate
and
the subsidiaries of U-Haul and Real
Estate
|
(b)
|
RepWest
and its subsidiary
|
(c)
|
Oxford
and its subsidiaries
|
(d)
|
SAC
Holding II and its subsidiaries
|
The
information includes elimination entries necessary to consolidate AMERCO, the
parent, with its subsidiaries and SAC Holding II.
Investments
in subsidiaries are accounted for by the parent using the equity method of
accounting.
21
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating
balance sheets by industry segment as of December 31, 2005 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$
|
10
|
$
|
210,624
|
$
|
105
|
$
|
-
|
$
|
210,739
|
$
|
7,932
|
$
|
3,998
|
$
|
23,593
|
(f
|
)
|
$
|
246,262
|
$
|
888
|
$
|
-
|
$
|
247,150
|
||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
-
|
18,644
|
22
|
-
|
18,666
|
201,893
|
17,924
|
-
|
238,483
|
-
|
-
|
238,483
|
||||||||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
-
|
1,432
|
406
|
-
|
1,838
|
-
|
-
|
-
|
1,838
|
-
|
-
|
1,838
|
||||||||||||||||||||||||||||||||||
Inventories,
net
|
-
|
69,550
|
-
|
-
|
69,550
|
-
|
-
|
-
|
69,550
|
1,384
|
-
|
70,934
|
||||||||||||||||||||||||||||||||||
Prepaid
expenses
|
6,841
|
15,260
|
-
|
-
|
22,101
|
-
|
-
|
-
|
22,101
|
61
|
-
|
22,162
|
||||||||||||||||||||||||||||||||||
Investments,
fixed maturities
|
-
|
-
|
-
|
-
|
-
|
107,332
|
562,255
|
-
|
669,587
|
-
|
-
|
669,587
|
||||||||||||||||||||||||||||||||||
Investments,
other
|
-
|
64
|
8,056
|
-
|
8,120
|
119,891
|
107,579
|
(2,362
|
)
|
(f
|
)
|
233,228
|
-
|
-
|
233,228
|
|||||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
-
|
-
|
-
|
-
|
-
|
1,284
|
46,833
|
-
|
48,117
|
-
|
-
|
48,117
|
||||||||||||||||||||||||||||||||||
Other
assets
|
237
|
53,153
|
38,238
|
-
|
91,628
|
1,520
|
1,153
|
-
|
94,301
|
4,743
|
-
|
99,044
|
||||||||||||||||||||||||||||||||||
Related
party assets
|
72,216
|
321,614
|
446,856
|
(494,809
|
)
|
(d
|
)
|
345,877
|
57,195
|
31,824
|
(87,918
|
)
|
(d,f
|
)
|
346,978
|
2,900
|
(84,436
|
)
|
(d
|
)
|
265,442
|
|||||||||||||||||||||||||
79,304
|
690,341
|
493,683
|
(494,809
|
)
|
768,519
|
497,047
|
771,566
|
(66,687
|
)
|
1,970,445
|
9,976
|
(84,436
|
)
|
1,895,985
|
||||||||||||||||||||||||||||||||
Investment
in subsidiaries
|
1,395,637
|
-
|
-
|
(1,132,621
|
)
|
(c
|
)
|
263,016
|
-
|
-
|
(263,016
|
)
|
(c
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Investment
in SAC Holding II
|
(13,946
|
)
|
-
|
-
|
-
|
(13,946
|
)
|
-
|
-
|
-
|
(13,946
|
)
|
-
|
13,946
|
(c
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
investment in subsidiaries and SAC Holding II
|
1,381,691
|
-
|
-
|
(1,132,621
|
)
|
249,070
|
-
|
-
|
(263,016
|
)
|
(13,946
|
)
|
-
|
13,946
|
-
|
|||||||||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||||||||||
Land
|
-
|
31,210
|
143,127
|
-
|
174,337
|
-
|
-
|
-
|
174,337
|
-
|
-
|
174,337
|
||||||||||||||||||||||||||||||||||
Buildings
and improvements
|
-
|
90,409
|
652,290
|
-
|
742,699
|
-
|
-
|
-
|
742,699
|
-
|
-
|
742,699
|
||||||||||||||||||||||||||||||||||
Furniture
and equipment
|
293
|
256,754
|
17,739
|
-
|
274,786
|
-
|
-
|
-
|
274,786
|
-
|
-
|
274,786
|
||||||||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
-
|
202,280
|
-
|
-
|
202,280
|
-
|
-
|
-
|
202,280
|
-
|
-
|
202,280
|
||||||||||||||||||||||||||||||||||
Rental
trucks
|
-
|
1,273,926
|
-
|
-
|
1,273,926
|
-
|
-
|
-
|
1,273,926
|
-
|
-
|
1,273,926
|
||||||||||||||||||||||||||||||||||
SAC
Holding II - property, plant and equipment (b)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
153,344
|
(74,212
|
)
|
(e
|
)
|
79,132
|
|||||||||||||||||||||||||||||||
293
|
1,854,579
|
813,156
|
-
|
2,668,028
|
-
|
-
|
-
|
2,668,028
|
153,344
|
(74,212
|
)
|
2,747,160
|
||||||||||||||||||||||||||||||||||
Less:
Accumulated depreciation
|
(275
|
)
|
(999,800
|
)
|
(277,003
|
)
|
-
|
(1,277,078
|
)
|
-
|
-
|
-
|
(1,277,078
|
)
|
(9,384
|
)
|
9,524
|
(e
|
)
|
(1,276,938
|
)
|
|||||||||||||||||||||||||
Total
property, plant and equipment
|
18
|
854,779
|
536,153
|
-
|
1,390,950
|
-
|
-
|
-
|
1,390,950
|
143,960
|
(64,688
|
)
|
1,470,222
|
|||||||||||||||||||||||||||||||||
Total
assets
|
$
|
1,461,013
|
$
|
1,545,120
|
$
|
1,029,836
|
$
|
(1,627,430
|
)
|
$
|
2,408,539
|
$
|
497,047
|
$
|
771,566
|
$
|
(329,703
|
)
|
$
|
3,347,449
|
$
|
153,936
|
$
|
(135,178
|
)
|
$
|
3,366,207
|
|||||||||||||||||||
(a)
Balances as of September 30, 2005
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Included in this caption is land of $57,169, buildings and improvements
of
$95,848, and furniture and equipment of $327
|
||||||||||||||||||||||||||||||||||||||||||||||
(c)
Eliminate investment in subsidiaries and SAC Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany receivables and payables
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Elimination related to sale of assets from Oxford to U-Haul and Real
Estate during the third quarter
|
||||||||||||||||||||||||||||||||||||||||||||||
22
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9.
Consolidating balance sheets by industry segment as of December 31, 2005 are
as
follows (continued):
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$
|
6,105
|
$
|
188,032
|
$
|
5,588
|
$
|
-
|
$
|
199,725
|
$
|
-
|
$
|
4,704
|
$
|
-
|
$
|
204,429
|
$
|
1,763
|
$
|
-
|
$
|
206,192
|
||||||||||||||||||||||
AMERCO's
notes and loans payable
|
-
|
185,982
|
756,110
|
-
|
942,092
|
-
|
-
|
-
|
942,092
|
-
|
-
|
942,092
|
||||||||||||||||||||||||||||||||||
SAC
Holding II Corporation notes and loans
payable,
non-recourse to AMERCO
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
76,572
|
-
|
76,572
|
||||||||||||||||||||||||||||||||||
Policy
benefits and losses,
claims
and loss expenses payable
|
-
|
286,829
|
-
|
-
|
286,829
|
357,204
|
155,470
|
-
|
799,503
|
-
|
-
|
799,503
|
||||||||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
-
|
-
|
-
|
-
|
-
|
-
|
463,366
|
-
|
463,366
|
-
|
-
|
463,366
|
||||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
6,122
|
8,642
|
-
|
14,764
|
-
|
-
|
14,764
|
||||||||||||||||||||||||||||||||||
Deferred
income
|
-
|
11,466
|
2
|
-
|
11,468
|
9,302
|
14,279
|
(14,599
|
)
|
(e
|
)
|
20,450
|
808
|
-
|
21,258
|
|||||||||||||||||||||||||||||||
Deferred
income taxes
|
212,336
|
-
|
-
|
-
|
212,336
|
(48,867
|
)
|
(3,237
|
)
|
4,997
|
165,229
|
(4,515
|
)
|
(27,037
|
)
|
(d
|
)
|
133,677
|
||||||||||||||||||||||||||||
Related
party liabilities
|
495,316
|
17,966
|
-
|
(494,809
|
)
|
(c
|
)
|
18,473
|
9,199
|
12,221
|
(39,893
|
)
|
(c
|
)
|
-
|
93,254
|
(84,436
|
)
|
(c
|
)
|
8,818
|
|||||||||||||||||||||||||
Total
liabilities
|
713,757
|
690,275
|
761,700
|
(494,809
|
)
|
1,670,923
|
332,960
|
655,445
|
(49,495
|
)
|
2,609,833
|
167,882
|
(111,473
|
)
|
2,666,242
|
|||||||||||||||||||||||||||||||
Stockholders'
equity:
|
||||||||||||||||||||||||||||||||||||||||||||||
Series
preferred stock:
|
||||||||||||||||||||||||||||||||||||||||||||||
Series
A preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||||
Series
B preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||||
Series
A common stock
|
929
|
-
|
-
|
-
|
929
|
-
|
-
|
-
|
929
|
-
|
-
|
929
|
||||||||||||||||||||||||||||||||||
Common
stock
|
9,568
|
540
|
1
|
(541
|
)
|
(b
|
)
|
9,568
|
3,300
|
2,500
|
(5,800
|
)
|
(b
|
)
|
9,568
|
-
|
-
|
9,568
|
||||||||||||||||||||||||||||
Additional
paid-in capital
|
411,602
|
121,230
|
147,481
|
(268,711
|
)
|
(b
|
)
|
411,602
|
75,058
|
16,435
|
(91,493
|
)
|
(b
|
)
|
411,602
|
-
|
(46,071
|
)
|
(d
|
)
|
365,531
|
|||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(29,604
|
)
|
(34,033
|
)
|
-
|
34,033
|
(b
|
)
|
(29,604
|
)
|
5,574
|
(4,311
|
)
|
(1,263
|
)
|
(b
|
)
|
(29,604
|
)
|
-
|
-
|
(29,604
|
)
|
|||||||||||||||||||||||
Retained
earnings (deficit)
|
772,853
|
776,748
|
120,654
|
(897,402
|
)
|
(b
|
)
|
772,853
|
80,155
|
101,497
|
(181,652
|
)
|
(b
|
)
|
772,853
|
(13,946
|
)
|
22,366
|
(b,d
|
)
|
781,273
|
|||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
(418,092
|
)
|
||||||||||||||||||||||||||||||
Unearned
employee
ownership
plan shares
|
-
|
(9,640
|
)
|
-
|
-
|
(9,640
|
)
|
-
|
-
|
-
|
(9,640
|
)
|
-
|
-
|
(9,640
|
)
|
||||||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
747,256
|
854,845
|
268,136
|
(1,132,621
|
)
|
737,616
|
164,087
|
116,121
|
(280,208
|
)
|
737,616
|
(13,946
|
)
|
(23,705
|
)
|
699,965
|
||||||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$
|
1,461,013
|
$
|
1,545,120
|
$
|
1,029,836
|
$
|
(1,627,430
|
)
|
$
|
2,408,539
|
$
|
497,047
|
$
|
771,566
|
$
|
(329,703
|
)
|
$
|
3,347,449
|
$
|
153,936
|
$
|
(135,178
|
)
|
$
|
3,366,207
|
|||||||||||||||||||
(a)
Balances as of September 30, 2005
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries and SAC Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate gain on sale of property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Elimination related to sale of assets from Oxford to U-Haul and Real
Estate during the third quarter
|
||||||||||||||||||||||||||||||||||||||||||||||
23
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9.
Consolidating balance sheets by industry segment as of March 31, 2005 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
Assets:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$
|
14
|
$
|
37,626
|
$
|
4,327
|
$
|
-
|
$
|
41,967
|
$
|
10,638
|
$
|
2,992
|
$
|
-
|
$
|
55,597
|
$
|
358
|
$
|
-
|
$
|
55,955
|
||||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
-
|
9,294
|
26
|
-
|
9,320
|
211,821
|
15,676
|
-
|
236,817
|
-
|
-
|
236,817
|
||||||||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
-
|
1,020
|
945
|
-
|
1,965
|
-
|
-
|
-
|
1,965
|
-
|
-
|
1,965
|
||||||||||||||||||||||||||||||||||
Inventories,
net
|
-
|
62,489
|
-
|
-
|
62,489
|
-
|
-
|
-
|
62,489
|
1,169
|
-
|
63,658
|
||||||||||||||||||||||||||||||||||
Prepaid
expenses
|
4,863
|
14,865
|
-
|
-
|
19,728
|
-
|
-
|
-
|
19,728
|
146
|
-
|
19,874
|
||||||||||||||||||||||||||||||||||
Investments,
fixed maturities
|
-
|
-
|
-
|
-
|
-
|
100,028
|
535,150
|
-
|
635,178
|
-
|
-
|
635,178
|
||||||||||||||||||||||||||||||||||
Investments,
other
|
-
|
936
|
8,056
|
-
|
8,992
|
144,839
|
191,376
|
-
|
345,207
|
-
|
-
|
345,207
|
||||||||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
-
|
-
|
-
|
-
|
-
|
1,273
|
51,270
|
-
|
52,543
|
-
|
-
|
52,543
|
||||||||||||||||||||||||||||||||||
Other
assets
|
14,207
|
59,582
|
1,737
|
-
|
75,526
|
3,915
|
1,611
|
-
|
81,052
|
4,239
|
-
|
85,291
|
||||||||||||||||||||||||||||||||||
Related
party assets
|
452,350
|
521,162
|
12,600
|
(650,371
|
)
|
(d
|
)
|
335,741
|
56,479
|
32,216
|
(92,042
|
)
|
(d
|
)
|
332,394
|
2,202
|
(81,930
|
)
|
(d
|
)
|
252,666
|
|||||||||||||||||||||||||
471,434
|
706,974
|
27,691
|
(650,371
|
)
|
555,728
|
528,993
|
830,291
|
(92,042
|
)
|
1,822,970
|
8,114
|
(81,930
|
)
|
1,749,154
|
||||||||||||||||||||||||||||||||
Investment
in subsidiaries
|
1,236,082
|
-
|
-
|
(966,249
|
)
|
(c
|
)
|
269,833
|
-
|
-
|
(269,833
|
)
|
(c
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Investment
in SAC Holding II
|
(14,659
|
)
|
-
|
-
|
-
|
(14,659
|
)
|
-
|
-
|
-
|
(14,659
|
)
|
-
|
14,659
|
(c
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
investment in subsidiaries and SAC Holding II
|
1,221,423
|
-
|
-
|
(966,249
|
)
|
255,174
|
-
|
-
|
(269,833
|
)
|
(14,659
|
)
|
-
|
14,659
|
-
|
|||||||||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||||||||||
Land
|
-
|
21,265
|
129,880
|
-
|
151,145
|
-
|
-
|
-
|
151,145
|
-
|
-
|
151,145
|
||||||||||||||||||||||||||||||||||
Buildings
and improvements
|
-
|
84,921
|
601,304
|
-
|
686,225
|
-
|
-
|
-
|
686,225
|
-
|
-
|
686,225
|
||||||||||||||||||||||||||||||||||
Furniture
and equipment
|
292
|
247,219
|
17,705
|
-
|
265,216
|
-
|
-
|
-
|
265,216
|
-
|
-
|
265,216
|
||||||||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
-
|
199,461
|
-
|
-
|
199,461
|
-
|
-
|
-
|
199,461
|
-
|
-
|
199,461
|
||||||||||||||||||||||||||||||||||
Rental
trucks
|
-
|
1,252,018
|
-
|
-
|
1,252,018
|
-
|
-
|
-
|
1,252,018
|
-
|
-
|
1,252,018
|
||||||||||||||||||||||||||||||||||
SAC
Holding II - property, plant and equipment (b)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
151,806
|
(74,212
|
)
|
(e
|
)
|
77,594
|
|||||||||||||||||||||||||||||||
292
|
1,804,884
|
748,889
|
-
|
2,554,065
|
-
|
-
|
-
|
2,554,065
|
151,806
|
(74,212
|
)
|
2,631,659
|
||||||||||||||||||||||||||||||||||
Less:
Accumulated depreciation
|
(255
|
)
|
(1,008,523
|
)
|
(269,990
|
)
|
-
|
(1,278,768
|
)
|
-
|
-
|
-
|
(1,278,768
|
)
|
(7,527
|
)
|
9,104
|
(e
|
)
|
(1,277,191
|
)
|
|||||||||||||||||||||||||
Total
property, plant and equipment
|
37
|
796,361
|
478,899
|
-
|
1,275,297
|
-
|
-
|
-
|
1,275,297
|
144,279
|
(65,108
|
)
|
1,354,468
|
|||||||||||||||||||||||||||||||||
Total
assets
|
$
|
1,692,894
|
$
|
1,503,335
|
$
|
506,590
|
$
|
(1,616,620
|
)
|
$
|
2,086,199
|
$
|
528,993
|
$
|
830,291
|
$
|
(361,875
|
)
|
$
|
3,083,608
|
$
|
152,393
|
$
|
(132,379
|
)
|
$
|
3,103,622
|
|||||||||||||||||||
(a)
Balances as of December 31, 2004
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Included in this caption is land of $56,960, buildings and improvements
of
$94,620, and furniture and equipment of $226
|
||||||||||||||||||||||||||||||||||||||||||||||
(c)
Eliminate investment in subsidiaries and SAC Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany receivables and payables
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
24
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9.
Consolidating balance sheets by industry segment as of March 31, 2005 are as
follows (continued):
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$
|
17,330
|
$
|
185,371
|
$
|
2,736
|
$
|
-
|
$
|
205,437
|
$
|
-
|
$
|
325
|
$
|
-
|
$
|
205,762
|
$
|
1,001
|
$
|
-
|
$
|
206,763
|
||||||||||||||||||||||
AMERCO's
notes and loans payable
|
780,008
|
-
|
-
|
-
|
780,008
|
-
|
-
|
-
|
780,008
|
-
|
-
|
780,008
|
||||||||||||||||||||||||||||||||||
SAC
Holding II Corporation notes and loans
payable,
non-recourse to AMERCO
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
77,474
|
-
|
77,474
|
||||||||||||||||||||||||||||||||||
Policy
benefits and losses,
claims
and loss expenses payable
|
-
|
249,053
|
-
|
-
|
249,053
|
391,383
|
164,685
|
-
|
805,121
|
-
|
-
|
805,121
|
||||||||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
-
|
-
|
-
|
-
|
-
|
-
|
503,838
|
-
|
503,838
|
-
|
-
|
503,838
|
||||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
8,669
|
20,973
|
-
|
29,642
|
-
|
-
|
29,642
|
||||||||||||||||||||||||||||||||||
Deferred
income
|
-
|
11,716
|
2
|
-
|
11,718
|
12,143
|
14,279
|
-
|
38,140
|
603
|
-
|
38,743
|
||||||||||||||||||||||||||||||||||
Deferred
income taxes
|
158,415
|
-
|
-
|
-
|
158,415
|
(46,948
|
)
|
(1,121
|
)
|
-
|
110,346
|
(4,973
|
)
|
(27,249
|
)
|
(d
|
)
|
78,124
|
||||||||||||||||||||||||||||
Related
party liabilities
|
115,499
|
355,997
|
249,692
|
(650,371
|
)
|
(c
|
)
|
70,817
|
8,910
|
12,315
|
(92,042
|
)
|
(c
|
)
|
-
|
92,947
|
(81,877
|
)
|
(c
|
)
|
11,070
|
|||||||||||||||||||||||||
Total
liabilities
|
1,071,252
|
802,137
|
252,430
|
(650,371
|
)
|
1,475,448
|
374,157
|
715,294
|
(92,042
|
)
|
2,472,857
|
167,052
|
(109,126
|
)
|
2,530,783
|
|||||||||||||||||||||||||||||||
Stockholders'
equity:
|
||||||||||||||||||||||||||||||||||||||||||||||
Series
preferred stock:
|
||||||||||||||||||||||||||||||||||||||||||||||
Series
A preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||||
Series
B preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||||
Series
A common stock
|
929
|
-
|
-
|
-
|
929
|
-
|
-
|
-
|
929
|
-
|
-
|
929
|
||||||||||||||||||||||||||||||||||
Common
stock
|
9,568
|
540
|
1
|
(541
|
)
|
(b
|
)
|
9,568
|
3,300
|
2,500
|
(5,800
|
)
|
(b
|
)
|
9,568
|
-
|
-
|
9,568
|
||||||||||||||||||||||||||||
Additional
paid-in capital
|
396,415
|
121,230
|
147,481
|
(268,711
|
)
|
(b
|
)
|
396,415
|
69,922
|
16,435
|
(86,357
|
)
|
(b
|
)
|
396,415
|
-
|
(46,071
|
)
|
(d
|
)
|
350,344
|
|||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(30,661
|
)
|
(33,344
|
)
|
-
|
33,344
|
(b
|
)
|
(30,661
|
)
|
2,582
|
54
|
(2,636
|
)
|
(b
|
)
|
(30,661
|
)
|
-
|
-
|
(30,661
|
)
|
||||||||||||||||||||||||
Retained
earnings (deficit)
|
663,483
|
623,663
|
106,678
|
(730,341
|
)
|
(b
|
)
|
663,483
|
79,032
|
96,008
|
(175,040
|
)
|
(b
|
)
|
663,483
|
(14,659
|
)
|
22,818
|
(b,d
|
)
|
671,642
|
|||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
(418,092
|
)
|
||||||||||||||||||||||||||||||
Unearned
employee stock
ownership
plan shares
|
-
|
(10,891
|
)
|
-
|
-
|
(10,891
|
)
|
-
|
-
|
-
|
(10,891
|
)
|
-
|
-
|
(10,891
|
)
|
||||||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
621,642
|
701,198
|
254,160
|
(966,249
|
)
|
610,751
|
154,836
|
114,997
|
(269,833
|
)
|
610,751
|
(14,659
|
)
|
(23,253
|
)
|
572,839
|
||||||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$
|
1,692,894
|
$
|
1,503,335
|
$
|
506,590
|
$
|
(1,616,620
|
)
|
$
|
2,086,199
|
$
|
528,993
|
$
|
830,291
|
$
|
(361,875
|
)
|
$
|
3,083,608
|
$
|
152,393
|
$
|
(132,379
|
)
|
$
|
3,103,622
|
|||||||||||||||||||
(a)
Balances as of December 31, 2004
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries and SAC Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate gain on sale of property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
25
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9.
Consolidating statement of operations by industry segment for the quarter ended
December 31, 2005 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
353,409
|
$
|
-
|
$
|
-
|
$
|
353,409
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
353,409
|
$
|
2,211
|
$
|
(2,211
|
)
|
(b
|
)
|
$
|
353,409
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
24,655
|
400
|
-
|
25,055
|
-
|
-
|
-
|
25,055
|
4,729
|
-
|
29,784
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
43,697
|
-
|
-
|
43,697
|
-
|
-
|
-
|
43,697
|
3,619
|
-
|
47,316
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
4,942
|
-
|
-
|
4,942
|
-
|
-
|
-
|
4,942
|
-
|
(653
|
)
|
(g
|
)
|
4,289
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
31,123
|
(380
|
)
|
(c
|
)
|
30,743
|
-
|
-
|
30,743
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
9,949
|
-
|
-
|
9,949
|
-
|
-
|
9,949
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
908
|
7,538
|
(6
|
)
|
-
|
8,440
|
2,878
|
4,437
|
(1,087
|
)
|
(d
|
)
|
14,668
|
-
|
(1,861
|
)
|
(d
|
)
|
12,807
|
|||||||||||||||||||||||||||
Other
revenue
|
-
|
7,709
|
16,243
|
(17,770
|
)
|
(b
|
)
|
6,182
|
-
|
1,504
|
(447
|
)
|
(b
|
)
|
7,239
|
311
|
(177
|
)
|
(b
|
)
|
7,373
|
|||||||||||||||||||||||||
Total
revenues
|
908
|
441,950
|
16,637
|
(17,770
|
)
|
441,725
|
12,827
|
37,064
|
(1,914
|
)
|
489,702
|
10,870
|
(4,902
|
)
|
495,670
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
4,009
|
271,957
|
2,306
|
(17,770
|
)
|
(b
|
)
|
260,502
|
4,133
|
6,269
|
(4,404
|
)
|
(b,c
|
)
|
266,500
|
5,521
|
(653
|
)
|
(g
|
)
|
271,368
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
44,759
|
-
|
-
|
44,759
|
-
|
-
|
-
|
44,759
|
-
|
(2,211
|
)
|
(b
|
)
|
42,548
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
21,973
|
-
|
-
|
21,973
|
-
|
-
|
-
|
21,973
|
1,403
|
-
|
23,376
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
10,041
|
22,671
|
2,490
|
(c
|
)
|
35,202
|
-
|
-
|
35,202
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
250
|
5,504
|
-
|
5,754
|
-
|
-
|
5,754
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
23
|
37,317
|
19
|
-
|
37,359
|
-
|
-
|
-
|
37,359
|
-
|
(177
|
)
|
(b
|
)
|
37,182
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
5
|
32,600
|
2,040
|
-
|
34,645
|
-
|
-
|
-
|
34,645
|
316
|
(140
|
)
|
(e
|
)
|
34,821
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
4,037
|
408,606
|
4,365
|
(17,770
|
)
|
399,238
|
14,424
|
34,444
|
(1,914
|
)
|
446,192
|
7,240
|
(3,181
|
)
|
450,251
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
23,792
|
-
|
-
|
(23,726
|
)
|
(f
|
)
|
66
|
-
|
-
|
(66
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
136
|
-
|
-
|
-
|
136
|
-
|
-
|
-
|
136
|
-
|
(136
|
)
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
23,928
|
-
|
-
|
(23,726
|
)
|
202
|
-
|
-
|
(66
|
)
|
136
|
-
|
(136
|
)
|
-
|
|||||||||||||||||||||||||||||||
Earnings
(loss) from operations
|
20,799
|
33,344
|
12,272
|
(23,726
|
)
|
42,689
|
(1,597
|
)
|
2,620
|
(66
|
)
|
43,646
|
3,630
|
(1,857
|
)
|
45,419
|
||||||||||||||||||||||||||||||
Interest
expense (income)
|
10,850
|
620
|
4,779
|
-
|
16,249
|
-
|
-
|
-
|
16,249
|
3,403
|
(1,861
|
)
|
(d
|
)
|
17,791
|
|||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
9,949
|
32,724
|
7,493
|
(23,726
|
)
|
26,440
|
(1,597
|
)
|
2,620
|
(66
|
)
|
27,397
|
227
|
4
|
27,628
|
|||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
5,134
|
(13,472
|
)
|
(3,019
|
)
|
-
|
(11,357
|
)
|
560
|
(1,517
|
)
|
-
|
(12,314
|
)
|
(91
|
)
|
(53
|
)
|
(e
|
)
|
(12,458
|
)
|
||||||||||||||||||||||||
Net
earnings (loss)
|
15,083
|
19,252
|
4,474
|
(23,726
|
)
|
15,083
|
(1,037
|
)
|
1,103
|
(66
|
)
|
15,083
|
136
|
(49
|
)
|
15,170
|
||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$
|
11,842
|
$
|
19,252
|
$
|
4,474
|
$
|
(23,726
|
)
|
$
|
11,842
|
$
|
(1,037
|
)
|
$
|
1,103
|
$
|
(66
|
)
|
$
|
11,842
|
$
|
136
|
$
|
(49
|
)
|
$
|
11,929
|
||||||||||||||||||
(a)
Balances for the quarter ended September 30, 2005
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
||||||||||||||||||||||||||||||||||||||||||||||
26
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9.
Consolidating statements of operations by industry for the quarter ended
December 31, 2004 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
328,550
|
$
|
(79
|
)
|
$
|
-
|
$
|
328,471
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
328,471
|
$
|
2,043
|
$
|
(2,043
|
)
|
(b
|
)
|
$
|
328,471
|
||||||||||||||||||
Self-storage
revenues
|
-
|
24,097
|
211
|
-
|
24,308
|
-
|
-
|
-
|
24,308
|
4,538
|
-
|
28,846
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
39,478
|
(15
|
)
|
-
|
39,463
|
-
|
-
|
-
|
39,463
|
3,231
|
-
|
42,694
|
|||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
3,486
|
-
|
-
|
3,486
|
-
|
-
|
-
|
3,486
|
-
|
(606
|
)
|
(g
|
)
|
2,880
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
31,603
|
(362
|
)
|
(c
|
)
|
31,241
|
-
|
-
|
31,241
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
3,975
|
-
|
-
|
3,975
|
-
|
-
|
3,975
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
1,872
|
5,270
|
22
|
-
|
7,164
|
6,827
|
6,299
|
(1,036
|
)
|
(d
|
)
|
19,254
|
-
|
(2,145
|
)
|
(d
|
)
|
17,109
|
||||||||||||||||||||||||||||
Other
revenue
|
(3
|
)
|
6,279
|
14,004
|
(15,481
|
)
|
(b
|
)
|
4,799
|
-
|
1,540
|
(175
|
)
|
(b
|
)
|
6,164
|
294
|
(177
|
)
|
(b
|
)
|
6,281
|
||||||||||||||||||||||||
Total
revenues
|
1,869
|
407,160
|
14,143
|
(15,481
|
)
|
407,691
|
10,802
|
39,442
|
(1,573
|
)
|
456,362
|
10,106
|
(4,971
|
)
|
461,497
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
5,126
|
276,504
|
1,657
|
(15,481
|
)
|
(b
|
)
|
267,806
|
3,824
|
14,196
|
(3,928
|
)
|
(b,c
|
)
|
281,898
|
5,226
|
(606
|
)
|
(g
|
)
|
286,518
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
41,345
|
-
|
-
|
41,345
|
-
|
-
|
-
|
41,345
|
-
|
(2,043
|
)
|
(b
|
)
|
39,302
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
19,254
|
(8
|
)
|
-
|
19,246
|
-
|
-
|
-
|
19,246
|
2,115
|
-
|
21,361
|
|||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
15,920
|
22,683
|
2,355
|
(c
|
)
|
40,958
|
-
|
-
|
40,958
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
276
|
6,003
|
-
|
6,279
|
-
|
-
|
6,279
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
23
|
38,656
|
4
|
-
|
38,683
|
-
|
-
|
-
|
38,683
|
-
|
(177
|
)
|
(b
|
)
|
38,506
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
7
|
27,725
|
63
|
-
|
27,795
|
-
|
-
|
-
|
27,795
|
627
|
(140
|
)
|
(e
|
)
|
28,282
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
5,156
|
403,484
|
1,716
|
(15,481
|
)
|
394,875
|
20,020
|
42,882
|
(1,573
|
)
|
456,204
|
7,968
|
(2,966
|
)
|
461,206
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
3,161
|
-
|
-
|
(11,481
|
)
|
(f
|
)
|
(8,320
|
)
|
-
|
-
|
8,320
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
(905
|
)
|
-
|
-
|
-
|
(905
|
)
|
-
|
-
|
-
|
(905
|
)
|
-
|
905
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
2,256
|
-
|
-
|
(11,481
|
)
|
(9,225
|
)
|
-
|
-
|
8,320
|
(905
|
)
|
-
|
905
|
-
|
|||||||||||||||||||||||||||||||
Earnings
(loss) from operations
|
(1,031
|
)
|
3,676
|
12,427
|
(11,481
|
)
|
3,591
|
(9,218
|
)
|
(3,440
|
)
|
8,320
|
(747
|
)
|
2,138
|
(1,100
|
)
|
291
|
||||||||||||||||||||||||||||
Interest
expense (income)
|
17,707
|
(6,354
|
)
|
4,013
|
-
|
15,366
|
-
|
-
|
-
|
15,366
|
3,710
|
(2,145
|
)
|
(d
|
)
|
16,931
|
||||||||||||||||||||||||||||||
Litigation
settlement
|
51,341
|
-
|
-
|
-
|
51,341
|
-
|
-
|
-
|
51,341
|
-
|
-
|
51,341
|
||||||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
32,603
|
10,030
|
8,414
|
(11,481
|
)
|
39,566
|
(9,218
|
)
|
(3,440
|
)
|
8,320
|
35,228
|
(1,572
|
)
|
1,045
|
34,701
|
||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
(11,144
|
)
|
(3,665
|
)
|
(3,298
|
)
|
-
|
(18,107
|
)
|
3,219
|
1,119
|
-
|
(13,769
|
)
|
667
|
(53
|
)
|
(e
|
)
|
(13,155
|
)
|
|||||||||||||||||||||||||
Net
earnings (loss)
|
21,459
|
6,365
|
5,116
|
(11,481
|
)
|
21,459
|
(5,999
|
)
|
(2,321
|
)
|
8,320
|
21,459
|
(905
|
)
|
992
|
21,546
|
||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$
|
18,218
|
$
|
6,365
|
$
|
5,116
|
$
|
(11,481
|
)
|
$
|
18,218
|
$
|
(5,999
|
)
|
$
|
(2,321
|
)
|
$
|
8,320
|
$
|
18,218
|
$
|
(905
|
)
|
$
|
992
|
$
|
18,305
|
||||||||||||||||||
(a)
Balances for the quarter ended September 30, 2004
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
27
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9.
Consolidating statements of operations by industry for the nine months ended
December 31, 2005 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
1,201,374
|
$
|
-
|
$
|
-
|
$
|
1,201,374
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,201,374
|
$
|
7,560
|
$
|
(7,560
|
)
|
(b
|
)
|
$
|
1,201,374
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
76,827
|
1,296
|
-
|
78,123
|
-
|
-
|
-
|
78,123
|
14,030
|
-
|
92,153
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
163,369
|
-
|
-
|
163,369
|
-
|
-
|
-
|
163,369
|
13,002
|
-
|
176,371
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
14,688
|
-
|
-
|
14,688
|
-
|
-
|
-
|
14,688
|
-
|
(2,130
|
)
|
(g
|
)
|
12,558
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
91,187
|
(1,137
|
)
|
(c
|
)
|
90,050
|
-
|
-
|
90,050
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
20,172
|
-
|
-
|
20,172
|
-
|
-
|
20,172
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
3,870
|
18,254
|
19
|
-
|
22,143
|
9,021
|
15,712
|
(3,084
|
)
|
(d
|
)
|
43,792
|
-
|
(4,919
|
)
|
(d
|
)
|
38,873
|
||||||||||||||||||||||||||||
Other
revenue
|
175
|
28,770
|
44,957
|
(48,928
|
)
|
(b
|
)
|
24,974
|
-
|
4,508
|
(806
|
)
|
(b
|
)
|
28,676
|
949
|
(532
|
)
|
(b
|
)
|
29,093
|
|||||||||||||||||||||||||
Total
revenues
|
4,045
|
1,503,282
|
46,272
|
(48,928
|
)
|
1,504,671
|
29,193
|
111,407
|
(5,027
|
)
|
1,640,244
|
35,541
|
(15,141
|
)
|
1,660,644
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
9,039
|
829,566
|
5,447
|
(48,928
|
)
|
(b
|
)
|
795,124
|
8,555
|
20,459
|
(11,556
|
)
|
(b,c
|
)
|
812,582
|
17,409
|
(2,130
|
)
|
(g
|
)
|
827,861
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
151,323
|
-
|
-
|
151,323
|
-
|
-
|
-
|
151,323
|
-
|
(7,560
|
)
|
(b
|
)
|
143,763
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
79,683
|
-
|
-
|
79,683
|
-
|
-
|
-
|
79,683
|
5,654
|
-
|
85,337
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
17,172
|
65,524
|
6,529
|
(c
|
)
|
89,225
|
-
|
-
|
89,225
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
1,739
|
16,067
|
-
|
17,806
|
-
|
-
|
17,806
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
64
|
107,474
|
49
|
-
|
107,587
|
-
|
-
|
-
|
107,587
|
-
|
(532
|
)
|
(b
|
)
|
107,055
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
20
|
95,501
|
6,531
|
-
|
102,052
|
-
|
-
|
-
|
102,052
|
1,748
|
(420
|
)
|
(e
|
)
|
103,380
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
9,123
|
1,263,547
|
12,027
|
(48,928
|
)
|
1,235,769
|
27,466
|
102,050
|
(5,027
|
)
|
1,360,258
|
24,811
|
(10,642
|
)
|
1,374,427
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
173,673
|
-
|
-
|
(167,061
|
)
|
(f
|
)
|
6,612
|
-
|
-
|
(6,612
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
713
|
-
|
-
|
-
|
713
|
-
|
-
|
-
|
713
|
-
|
(713
|
)
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
174,386
|
-
|
-
|
(167,061
|
)
|
7,325
|
-
|
-
|
(6,612
|
)
|
713
|
-
|
(713
|
)
|
-
|
|||||||||||||||||||||||||||||||
Earnings
from operations
|
169,308
|
239,735
|
34,245
|
(167,061
|
)
|
276,227
|
1,727
|
9,357
|
(6,612
|
)
|
280,699
|
10,730
|
(5,212
|
)
|
286,217
|
|||||||||||||||||||||||||||||||
Interest
expense (income)
|
46,674
|
(9,498
|
)
|
10,868
|
-
|
48,044
|
-
|
-
|
-
|
48,044
|
9,547
|
(4,919
|
)
|
(d
|
)
|
52,672
|
||||||||||||||||||||||||||||||
Fees
on early extinguishment of debt
|
35,627
|
-
|
-
|
-
|
35,627
|
-
|
-
|
-
|
35,627
|
-
|
-
|
35,627
|
||||||||||||||||||||||||||||||||||
Pretax
earnings
|
87,007
|
249,233
|
23,377
|
(167,061
|
)
|
192,556
|
1,727
|
9,357
|
(6,612
|
)
|
197,028
|
1,183
|
(293
|
)
|
197,918
|
|||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
32,086
|
(96,148
|
)
|
(9,401
|
)
|
-
|
(73,463
|
)
|
(604
|
)
|
(3,868
|
)
|
-
|
(77,935
|
)
|
(470
|
)
|
(159
|
)
|
(e
|
)
|
(78,564
|
)
|
|||||||||||||||||||||||
Net
earnings
|
119,093
|
153,085
|
13,976
|
(167,061
|
)
|
119,093
|
1,123
|
5,489
|
(6,612
|
)
|
119,093
|
713
|
(452
|
)
|
119,354
|
|||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
(9,723
|
)
|
||||||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$
|
109,370
|
$
|
153,085
|
$
|
13,976
|
$
|
(167,061
|
)
|
$
|
109,370
|
$
|
1,123
|
$
|
5,489
|
$
|
(6,612
|
)
|
$
|
109,370
|
$
|
713
|
$
|
(452
|
)
|
$
|
109,631
|
|||||||||||||||||||
(a)
Balances for the nine months ended September 30, 2005
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
28
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9.
Consolidating statements of operations by industry for the nine months ended
December 31, 2004 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
1,147,369
|
$
|
-
|
$
|
-
|
$
|
1,147,369
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,147,369
|
$
|
7,170
|
$
|
(7,170
|
)
|
(b
|
)
|
$
|
1,147,369
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
73,644
|
1,332
|
-
|
74,976
|
-
|
-
|
-
|
74,976
|
13,383
|
-
|
88,359
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
150,128
|
-
|
-
|
150,128
|
-
|
-
|
-
|
150,128
|
11,839
|
-
|
161,967
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
10,974
|
-
|
-
|
10,974
|
-
|
-
|
-
|
10,974
|
-
|
(2,003
|
)
|
(g
|
)
|
8,971
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
97,640
|
(1,105
|
)
|
(c
|
)
|
96,535
|
-
|
-
|
96,535
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
20,815
|
-
|
-
|
20,815
|
-
|
-
|
20,815
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
6,826
|
16,569
|
76
|
-
|
23,471
|
15,063
|
17,960
|
(4,092
|
)
|
(d
|
)
|
52,402
|
-
|
(6,242
|
)
|
(d
|
)
|
46,160
|
||||||||||||||||||||||||||||
Other
revenue
|
-
|
21,378
|
42,167
|
(46,492
|
)
|
(b
|
)
|
17,053
|
-
|
6,894
|
(565
|
)
|
(b
|
)
|
23,382
|
836
|
(532
|
)
|
(b
|
)
|
23,686
|
|||||||||||||||||||||||||
Total
revenues
|
6,826
|
1,420,062
|
43,575
|
(46,492
|
)
|
1,423,971
|
35,878
|
122,494
|
(5,762
|
)
|
1,576,581
|
33,228
|
(15,947
|
)
|
1,593,862
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
16,653
|
832,195
|
5,304
|
(46,492
|
)
|
(b
|
)
|
807,660
|
5,381
|
30,801
|
(12,578
|
)
|
(b,c
|
)
|
831,264
|
16,615
|
(2,003
|
)
|
(g
|
)
|
845,876
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
145,239
|
-
|
-
|
145,239
|
-
|
-
|
-
|
145,239
|
-
|
(7,170
|
)
|
(b
|
)
|
138,069
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
72,489
|
-
|
-
|
72,489
|
-
|
-
|
-
|
72,489
|
5,128
|
-
|
77,617
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
33,817
|
70,377
|
6,816
|
(c
|
)
|
111,010
|
-
|
-
|
111,010
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
5,429
|
18,586
|
-
|
24,015
|
-
|
-
|
24,015
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
67
|
115,823
|
31
|
-
|
115,921
|
-
|
-
|
-
|
115,921
|
-
|
(532
|
)
|
(b
|
)
|
115,389
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
24
|
81,576
|
3,147
|
-
|
84,747
|
-
|
-
|
-
|
84,747
|
1,887
|
(420
|
)
|
(e
|
)
|
86,214
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
16,744
|
1,247,322
|
8,482
|
(46,492
|
)
|
1,226,056
|
44,627
|
119,764
|
(5,762
|
)
|
1,384,685
|
23,630
|
(10,125
|
)
|
1,398,190
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
126,232
|
-
|
-
|
(130,222
|
)
|
(f
|
)
|
(3,990
|
)
|
-
|
-
|
3,990
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
(828
|
)
|
-
|
-
|
-
|
(828
|
)
|
-
|
-
|
-
|
(828
|
)
|
-
|
828
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
125,404
|
-
|
-
|
(130,222
|
)
|
(4,818
|
)
|
-
|
-
|
3,990
|
(828
|
)
|
-
|
828
|
-
|
|||||||||||||||||||||||||||||||
Earnings
(loss) from operations
|
115,486
|
172,740
|
35,093
|
(130,222
|
)
|
193,097
|
(8,749
|
)
|
2,730
|
3,990
|
191,068
|
9,598
|
(4,994
|
)
|
195,672
|
|||||||||||||||||||||||||||||||
Interest
expense (income)
|
51,917
|
(13,258
|
)
|
10,637
|
-
|
49,296
|
-
|
-
|
-
|
49,296
|
10,941
|
(6,242
|
)
|
(d
|
)
|
53,995
|
||||||||||||||||||||||||||||||
Litigation
settlement
|
51,341
|
-
|
-
|
-
|
51,341
|
-
|
-
|
-
|
51,341
|
|
|
51,341
|
||||||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
114,910
|
185,998
|
24,456
|
(130,222
|
)
|
195,142
|
(8,749
|
)
|
2,730
|
3,990
|
193,113
|
(1,343
|
)
|
1,248
|
193,018
|
|||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
3,853
|
(70,554
|
)
|
(9,678
|
)
|
-
|
(76,379
|
)
|
3,062
|
(1,033
|
)
|
-
|
(74,350
|
)
|
515
|
(159
|
)
|
(e
|
)
|
(73,994
|
)
|
|||||||||||||||||||||||||
Net
earnings (loss)
|
118,763
|
115,444
|
14,778
|
(130,222
|
)
|
118,763
|
(5,687
|
)
|
1,697
|
3,990
|
118,763
|
(828
|
)
|
1,089
|
119,024
|
|||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
(9,723
|
)
|
||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$
|
109,040
|
$
|
115,444
|
$
|
14,778
|
$
|
(130,222
|
)
|
$
|
109,040
|
$
|
(5,687
|
)
|
$
|
1,697
|
$
|
3,990
|
$
|
109,040
|
$
|
(828
|
)
|
$
|
1,089
|
$
|
109,301
|
|||||||||||||||||||
(a)
Balances for the nine months ended September 30, 2004
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
29
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9.
Consolidating cash flow statements by industry segment for the nine months
ended
December 31, 2005 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$
|
119,093
|
$
|
153,085
|
$
|
13,976
|
$
|
(167,061
|
)
|
$
|
119,093
|
$
|
1,123
|
$
|
5,489
|
$
|
(6,612
|
)
|
$
|
119,093
|
$
|
713
|
$
|
(452
|
)
|
$
|
119,354
|
||||||||||
Earnings
from consolidated entities
|
(174,386
|
)
|
-
|
-
|
167,061
|
(7,325
|
)
|
-
|
-
|
6,612
|
(713
|
)
|
-
|
713
|
-
|
||||||||||||||||||||||
Depreciation
|
20
|
87,858
|
7,013
|
-
|
94,891
|
-
|
-
|
-
|
94,891
|
1,857
|
-
|
96,748
|
|||||||||||||||||||||||||
Amortization
of deferred policy acquistion costs
|
-
|
-
|
-
|
-
|
-
|
1,739
|
17,556
|
-
|
19,295
|
-
|
-
|
19,295
|
|||||||||||||||||||||||||
Change
in provision for losses on trade receivables
|
-
|
(24
|
)
|
-
|
-
|
(24
|
)
|
-
|
-
|
-
|
(24
|
)
|
-
|
-
|
(24
|
)
|
|||||||||||||||||||||
Change
in provision for losses on mortgage notes
|
-
|
(1,216
|
)
|
-
|
-
|
(1,216
|
)
|
-
|
-
|
-
|
(1,216
|
)
|
-
|
-
|
(1,216
|
)
|
|||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
-
|
7,643
|
(482
|
)
|
-
|
7,161
|
(56
|
)
|
-
|
-
|
7,105
|
-
|
-
|
7,105
|
|||||||||||||||||||||||
Net
(gain) loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
1,082
|
1,959
|
-
|
3,041
|
-
|
-
|
3,041
|
|||||||||||||||||||||||||
Write-off
of unamortized debt issuance costs
|
13,629
|
-
|
-
|
-
|
13,629
|
-
|
-
|
-
|
13,629
|
-
|
-
|
13,629
|
|||||||||||||||||||||||||
Deferred
income taxes
|
53,921
|
-
|
-
|
-
|
53,921
|
(1,919
|
)
|
(2,116
|
)
|
-
|
49,886
|
458
|
212
|
50,556
|
|||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
(9,326
|
)
|
4
|
-
|
(9,322
|
)
|
9,928
|
(2,248
|
)
|
-
|
(1,642
|
)
|
-
|
-
|
(1,642
|
)
|
||||||||||||||||||||
Inventories
|
-
|
(7,061
|
)
|
-
|
-
|
(7,061
|
)
|
-
|
-
|
-
|
(7,061
|
)
|
(215
|
)
|
-
|
(7,276
|
)
|
||||||||||||||||||||
Prepaid
expenses
|
(1,978
|
)
|
(395
|
)
|
-
|
-
|
(2,373
|
)
|
-
|
-
|
-
|
(2,373
|
)
|
85
|
-
|
(2,288
|
)
|
||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(1,750
|
)
|
(7,213
|
)
|
-
|
(8,963
|
)
|
-
|
-
|
(8,963
|
)
|
|||||||||||||||||||||
Other
assets
|
341
|
11,581
|
(12,056
|
)
|
-
|
(134
|
)
|
2,395
|
458
|
-
|
2,719
|
(504
|
)
|
-
|
2,215
|
||||||||||||||||||||||
Related
party assets
|
400,318
|
(9,448
|
)
|
(54
|
)
|
(380,768
|
)
|
10,048
|
(716
|
)
|
392
|
(5,943
|
)
|
3,781
|
(698
|
)
|
2,506
|
5,589
|
|||||||||||||||||||
Accounts
payable and accrued expenses
|
(1,047
|
)
|
(24,521
|
)
|
16,828
|
-
|
(8,740
|
)
|
2,994
|
3,356
|
(5,652
|
)
|
(8,042
|
)
|
776
|
(420
|
)
|
(7,686
|
)
|
||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
37,776
|
-
|
-
|
37,776
|
(34,179
|
)
|
(9,215
|
)
|
-
|
(5,618
|
)
|
-
|
-
|
(5,618
|
)
|
|||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
(2,547
|
)
|
(12,331
|
)
|
-
|
(14,878
|
)
|
-
|
-
|
(14,878
|
)
|
|||||||||||||||||||||
Deferred
income
|
-
|
(250
|
)
|
-
|
-
|
(250
|
)
|
(2,841
|
)
|
-
|
(14,599
|
)
|
(17,690
|
)
|
205
|
-
|
(17,485
|
)
|
|||||||||||||||||||
Related
party liabilities
|
(167
|
)
|
(338,031
|
)
|
(94,914
|
)
|
380,768
|
(52,344
|
)
|
5,425
|
(94
|
)
|
52,149
|
5,136
|
307
|
(2,559
|
)
|
2,884
|
|||||||||||||||||||
Net
cash provided (used) by operating activities
|
409,744
|
(92,329
|
)
|
(69,685
|
)
|
-
|
247,730
|
(19,322
|
)
|
(4,007
|
)
|
25,955
|
250,356
|
2,984
|
-
|
253,340
|
|||||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(1
|
)
|
(186,534
|
)
|
(64,275
|
)
|
-
|
(250,810
|
)
|
-
|
-
|
-
|
(250,810
|
)
|
(1,552
|
)
|
-
|
(252,362
|
)
|
||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(172,117
|
)
|
(197,687
|
)
|
-
|
(369,804
|
)
|
-
|
-
|
(369,804
|
)
|
|||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
(42,604
|
)
|
(141,073
|
)
|
-
|
(183,677
|
)
|
-
|
-
|
(183,677
|
)
|
|||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,362
|
)
|
(2,362
|
)
|
-
|
-
|
(2,362
|
)
|
||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,838
|
)
|
-
|
(5,838
|
)
|
-
|
-
|
(5,838
|
)
|
||||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
40,395
|
6,447
|
-
|
46,842
|
-
|
-
|
-
|
46,842
|
-
|
-
|
46,842
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
152,237
|
274,547
|
-
|
426,784
|
-
|
-
|
426,784
|
|||||||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
25,786
|
94,069
|
-
|
119,855
|
-
|
-
|
119,855
|
|||||||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
10,615
|
-
|
10,615
|
-
|
-
|
10,615
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
8,403
|
-
|
-
|
8,403
|
-
|
-
|
8,403
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
44,911
|
514
|
-
|
45,425
|
-
|
-
|
45,425
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
10,338
|
-
|
10,338
|
-
|
-
|
10,338
|
|||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
804
|
539
|
-
|
1,343
|
-
|
-
|
-
|
1,343
|
-
|
-
|
1,343
|
|||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(1
|
)
|
(145,335
|
)
|
(57,289
|
)
|
-
|
(202,625
|
)
|
16,616
|
45,485
|
(2,362
|
)
|
(142,886
|
)
|
(1,552
|
)
|
-
|
(144,438
|
)
|
|||||||||||||||||
|
|
|
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||
(a)
Balance for the nine months ended September 30, 2005
|
30
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
$
|
80,266
|
$
|
215,950
|
$
|
952,334
|
$
|
-
|
$
|
1,248,550
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,248,550
|
$
|
-
|
$
|
-
|
$
|
1,248,550
|
|||||||||||||
Principal
repayments on credit facilities
|
(860,274
|
)
|
(10,383
|
)
|
(216,157
|
)
|
-
|
(1,086,814
|
)
|
-
|
-
|
-
|
(1,086,814
|
)
|
(902
|
)
|
-
|
(1,087,716
|
)
|
||||||||||||||||||
Debt
issuance costs
|
-
|
(5,152
|
)
|
(24,445
|
)
|
-
|
(29,597
|
)
|
-
|
-
|
-
|
(29,597
|
)
|
-
|
-
|
(29,597
|
)
|
||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
-
|
1,251
|
-
|
-
|
1,251
|
-
|
-
|
-
|
1,251
|
-
|
-
|
1,251
|
|||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
379,984
|
208,996
|
(588,980
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Preferred
stock dividends paid
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
(9,723
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
15,471
|
-
|
15,471
|
-
|
-
|
15,471
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(55,943
|
)
|
-
|
(55,943
|
)
|
-
|
-
|
(55,943
|
)
|
||||||||||||||||||||||
Net
cash provided by financing activities
|
(409,747
|
)
|
410,662
|
122,752
|
-
|
123,667
|
-
|
(40,472
|
)
|
-
|
83,195
|
(902
|
)
|
-
|
82,293
|
||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
(4
|
)
|
172,998
|
(4,222
|
)
|
-
|
168,772
|
(2,706
|
)
|
1,006
|
23,593
|
190,665
|
530
|
-
|
191,195
|
||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
14
|
37,626
|
4,327
|
-
|
41,967
|
10,638
|
2,992
|
-
|
55,597
|
358
|
-
|
55,955
|
|||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
10
|
$
|
210,624
|
$
|
105
|
$
|
-
|
$
|
210,739
|
$
|
7,932
|
$
|
3,998
|
$
|
23,593
|
$
|
246,262
|
$
|
888
|
$
|
-
|
$
|
247,150
|
|||||||||||||
|
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the nine months ended September 30, 2005
|
31
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9.
Consolidating cash flow statements by industry segment for the nine months
ended
December 31, 2004 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$
|
118,763
|
$
|
115,444
|
$
|
14,778
|
$
|
(130,222
|
)
|
$
|
118,763
|
$
|
(5,687
|
)
|
$
|
1,697
|
$
|
3,990
|
$
|
118,763
|
$
|
(828
|
)
|
$
|
1,089
|
$
|
119,024
|
||||||||||
Earnings
from consolidated entities
|
(122,456
|
)
|
-
|
-
|
132,279
|
9,823
|
-
|
-
|
(8,995
|
)
|
828
|
-
|
(828
|
)
|
-
|
||||||||||||||||||||||
Depreciation
|
24
|
77,086
|
6,453
|
-
|
83,563
|
-
|
-
|
-
|
83,563
|
1,887
|
(420
|
)
|
85,030
|
||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
1,092
|
19,946
|
-
|
21,038
|
-
|
-
|
21,038
|
|||||||||||||||||||||||||
Change
in provision for losses on trade receivables
|
-
|
(360
|
)
|
-
|
-
|
(360
|
)
|
-
|
-
|
-
|
(360
|
)
|
-
|
-
|
(360
|
)
|
|||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
-
|
4,490
|
(3,306
|
)
|
-
|
1,184
|
(186
|
)
|
-
|
-
|
998
|
-
|
-
|
998
|
|||||||||||||||||||||||
Net
(gain) loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
(56
|
)
|
(492
|
)
|
-
|
(548
|
)
|
-
|
-
|
(548
|
)
|
|||||||||||||||||||||
Deferred
income taxes
|
57,735
|
-
|
-
|
-
|
57,735
|
(4,414
|
)
|
(6,035
|
)
|
-
|
47,286
|
(526
|
)
|
159
|
46,919
|
||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
(2,686
|
)
|
14,829
|
-
|
12,143
|
13,685
|
-
|
-
|
25,828
|
-
|
-
|
25,828
|
||||||||||||||||||||||||
Inventories
|
-
|
(776
|
)
|
-
|
-
|
(776
|
)
|
-
|
-
|
-
|
(776
|
)
|
(253
|
)
|
-
|
(1,029
|
)
|
||||||||||||||||||||
Prepaid
expenses
|
(3,313
|
)
|
(6,795
|
)
|
2
|
-
|
(10,106
|
)
|
-
|
-
|
-
|
(10,106
|
)
|
(72
|
)
|
-
|
(10,178
|
)
|
|||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
469
|
(5,013
|
)
|
-
|
(4,544
|
)
|
-
|
-
|
(4,544
|
)
|
||||||||||||||||||||||
Other
assets
|
4,950
|
(26,642
|
)
|
(1,889
|
)
|
-
|
(23,581
|
)
|
1,592
|
400
|
-
|
(21,589
|
)
|
256
|
-
|
(21,333
|
)
|
||||||||||||||||||||
Related
party assets
|
(56,217
|
)
|
(18,123
|
)
|
676
|
54,946
|
(18,718
|
)
|
6,749
|
-
|
(13,115
|
)
|
(25,084
|
)
|
(1,600
|
)
|
3,101
|
(23,583
|
)
|
||||||||||||||||||
Accounts
payable and accrued expenses
|
(1,241
|
)
|
(15,137
|
)
|
8,150
|
(2,057
|
)
|
(10,285
|
)
|
(835
|
)
|
-
|
5,005
|
(6,115
|
)
|
(145
|
)
|
-
|
(6,260
|
)
|
|||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
33,698
|
-
|
-
|
33,698
|
(27,563
|
)
|
(9,369
|
)
|
-
|
(3,234
|
)
|
-
|
-
|
(3,234
|
)
|
|||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
(2,795
|
)
|
4,232
|
-
|
1,437
|
-
|
-
|
1,437
|
||||||||||||||||||||||||
Deferred
income
|
-
|
(3,606
|
)
|
(34
|
)
|
-
|
(3,640
|
)
|
(3,086
|
)
|
-
|
-
|
(6,726
|
)
|
9
|
-
|
(6,717
|
)
|
|||||||||||||||||||
Related
party liabilities
|
(20,597
|
)
|
61,721
|
-
|
(54,946
|
)
|
(13,822
|
)
|
944
|
2,467
|
12,981
|
2,570
|
1,845
|
(3,101
|
)
|
1,314
|
|||||||||||||||||||||
Net
cash provided (used) by operating activities
|
(22,352
|
)
|
218,314
|
39,659
|
-
|
235,621
|
(20,091
|
)
|
7,833
|
(134
|
)
|
223,229
|
573
|
-
|
223,802
|
||||||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(6
|
)
|
(169,980
|
)
|
(2,090
|
)
|
-
|
(172,076
|
)
|
-
|
-
|
-
|
(172,076
|
)
|
(420
|
)
|
-
|
(172,496
|
)
|
||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(137,727
|
)
|
-
|
-
|
(137,727
|
)
|
-
|
-
|
(137,727
|
)
|
||||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
(1,438
|
)
|
(82,227
|
)
|
-
|
(83,665
|
)
|
-
|
-
|
(83,665
|
)
|
|||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,765
|
)
|
-
|
(6,765
|
)
|
-
|
-
|
(6,765
|
)
|
||||||||||||||||||||||
Other
asset investments, net
|
-
|
(936
|
)
|
-
|
-
|
(936
|
)
|
-
|
-
|
-
|
(936
|
)
|
-
|
-
|
(936
|
)
|
|||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(750
|
)
|
-
|
(750
|
)
|
-
|
-
|
(750
|
)
|
||||||||||||||||||||||
Notes
and mortgage receivables
|
-
|
(2,192
|
)
|
-
|
-
|
(2,192
|
)
|
-
|
-
|
-
|
(2,192
|
)
|
-
|
-
|
(2,192
|
)
|
|||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
225,305
|
3,928
|
-
|
229,233
|
-
|
-
|
-
|
229,233
|
-
|
-
|
229,233
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
129,470
|
-
|
-
|
129,470
|
-
|
-
|
129,470
|
|||||||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
21,117
|
82,085
|
-
|
103,202
|
-
|
-
|
103,202
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
11,182
|
3,811
|
-
|
14,993
|
-
|
-
|
14,993
|
|||||||||||||||||||||||||
Other
asset investments, net
|
-
|
-
|
1,949
|
-
|
1,949
|
-
|
42,144
|
-
|
44,093
|
-
|
-
|
44,093
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
5,455
|
-
|
-
|
5,455
|
-
|
-
|
5,455
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
2,819
|
-
|
2,819
|
-
|
-
|
2,819
|
|||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
-
|
205
|
-
|
205
|
-
|
-
|
-
|
205
|
-
|
-
|
205
|
|||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(6
|
)
|
52,197
|
3,992
|
-
|
56,183
|
28,059
|
41,117
|
-
|
125,359
|
(420
|
)
|
-
|
124,939
|
|||||||||||||||||||||||
|
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the nine months ended September 30, 2004
|
32
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
$
|
35,032
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
35,032
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
35,032
|
$
|
-
|
$
|
-
|
$
|
35,032
|
|||||||||||||
Principal
repayments on credit facilities
|
(201,549
|
)
|
-
|
-
|
-
|
(201,549
|
)
|
-
|
-
|
-
|
(201,549
|
)
|
(847
|
)
|
-
|
(202,396
|
)
|
||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
612
|
1,140
|
-
|
-
|
1,752
|
-
|
-
|
-
|
1,752
|
-
|
-
|
1,752
|
|||||||||||||||||||||||||
Payoff
of capital leases
|
-
|
(99,607
|
)
|
-
|
-
|
(99,607
|
)
|
-
|
-
|
-
|
(99,607
|
)
|
-
|
-
|
(99,607
|
)
|
|||||||||||||||||||||
Proceeds
from (repayment of) intercompany notes payable
|
(134
|
)
|
-
|
-
|
-
|
(134
|
)
|
-
|
-
|
134
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
223,117
|
(183,136
|
)
|
(39,981
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Preferred
stock dividends paid
|
(25,297
|
)
|
-
|
-
|
-
|
(25,297
|
)
|
-
|
-
|
-
|
(25,297
|
)
|
-
|
-
|
(25,297
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
19,587
|
-
|
19,587
|
-
|
-
|
19,587
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(79,143
|
)
|
-
|
(79,143
|
)
|
-
|
-
|
(79,143
|
)
|
||||||||||||||||||||||
Net
cash provided by financing activities
|
31,781
|
(281,603
|
)
|
(39,981
|
)
|
-
|
(289,803
|
)
|
-
|
(59,556
|
)
|
134
|
(349,225
|
)
|
(847
|
)
|
-
|
(350,072
|
)
|
||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
9,423
|
(11,092
|
)
|
3,670
|
-
|
2,001
|
7,968
|
(10,606
|
)
|
-
|
(637
|
)
|
(694
|
)
|
-
|
(1,331
|
)
|
||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
-
|
64,717
|
661
|
-
|
65,378
|
-
|
15,168
|
-
|
80,546
|
1,011
|
-
|
81,557
|
|||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
9,423
|
$
|
53,625
|
$
|
4,331
|
$
|
-
|
$
|
67,379
|
$
|
7,968
|
$
|
4,562
|
$
|
-
|
$
|
79,909
|
$
|
317
|
$
|
-
|
$
|
80,226
|
|||||||||||||
|
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the nine months ended September 30, 2004
|
33
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
10.
Industry Segment and Geographic Area Data
United
States
|
Canada
|
Consolidated
|
||||||||
(Unaudited)
|
||||||||||
(All
amounts are in thousands of U.S. $'s)
|
||||||||||
Quarter
Ended December 31, 2005
|
||||||||||
Total
revenues
|
$
|
484,908
|
$
|
10,762
|
$
|
495,670
|
||||
Depreciation
and amortization, net
|
39,285
|
1,290
|
40,575
|
|||||||
Interest
expense
|
15,354
|
2,437
|
17,791
|
|||||||
Pretax
earnings (loss)
|
28,755
|
(1,127
|
)
|
27,628
|
||||||
Income
tax expense (income)
|
12,506
|
(48
|
)
|
12,458
|
||||||
Identifiable
assets
|
3,295,119
|
71,088
|
3,366,207
|
|||||||
Quarter
Ended December 31, 2004
|
||||||||||
Total
revenues
|
$
|
449,761
|
$
|
11,736
|
$
|
461,497
|
||||
Depreciation
and amortization, net
|
33,319
|
1,242
|
34,561
|
|||||||
Interest
expense (income)
|
16,961
|
(30
|
)
|
16,931
|
||||||
Pretax
earnings (loss)
|
35,155
|
(454
|
)
|
34,701
|
||||||
Income
tax expense
|
13,155
|
-
|
13,155
|
|||||||
Identifiable
assets
|
3,109,869
|
72,916
|
3,182,785
|
|||||||
United
States
|
Canada
|
Consolidated
|
||||||||
(Unaudited)
|
||||||||||
(All
amounts are in thousands of U.S. $'s)
|
||||||||||
Nine
Months Ended December 31, 2005
|
||||||||||
Total
revenues
|
$
|
1,617,093
|
$
|
43,551
|
$
|
1,660,644
|
||||
Depreciation
and amortization, net
|
117,415
|
3,771
|
121,186
|
|||||||
Interest
expense (income)
|
53,157
|
(485
|
)
|
52,672
|
||||||
Pretax
earnings
|
192,443
|
5,475
|
197,918
|
|||||||
Income
tax expense (income)
|
78,588
|
(24
|
)
|
78,564
|
||||||
Identifiable
assets
|
3,295,119
|
71,088
|
3,366,207
|
|||||||
Nine
Months Ended December 31, 2004
|
||||||||||
Total
revenues
|
$
|
1,551,644
|
$
|
42,218
|
$
|
1,593,862
|
||||
Depreciation
and amortization, net
|
106,594
|
3,635
|
110,229
|
|||||||
Interest
expense (income)
|
54,037
|
(42
|
)
|
53,995
|
||||||
Pretax
earnings
|
187,648
|
5,370
|
193,018
|
|||||||
Income
tax expense
|
73,994
|
-
|
73,994
|
|||||||
Identifiable
assets
|
3,109,869
|
72,916
|
3,182,785
|
|||||||
34
General
We
begin
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) with the overall strategy of AMERCO, followed by a
description of our business segments and the strategy of our business segments
to give the reader an overview of the goals of our business and the direction
in
which our businesses and products are moving. This is followed by a discussion
of the Critical Accounting Estimates that we believe are important to
understanding the assumptions and judgments incorporated in our reported
financial results. In the next section, we discuss our Results of Operations
for
the third quarter and nine months ending December 31, 2005 compared with the
same periods last year beginning with an overview. We then provide an analysis
of changes in our balance sheet and cash flows, and discuss our financial
commitments in the sections entitled “Liquidity and Capital Resources”. We
conclude this MD&A by discussing our outlook for the remainder of fiscal
2006 and into fiscal 2007.
This
MD&A should be read in conjunction with the financial statements included in
this Quarterly Report on Form 10-Q. The various sections of this MD&A
contain a number of forward looking statements, as discussed under the caption
“Cautionary Statements Regarding Forward Looking Statements”, all of which are
based on our current expectations and could be affected by the uncertainties
and
risk factors described throughout this filing and particularly under the caption
“Risk Factors” in this section. Our actual results may differ materially from
these forward looking statements.
Overall
Strategy
Our
overall strategy is to maintain our leadership position in the North American
“do-it-yourself” moving and storage industry. We accomplish this by providing a
seamless and integrated supply chain to the “do-it-yourself” moving and storage
market. As part of executing this strategy, we leverage the brand recognition
of
U-Haul with our full line of moving and self-storage related products and
services and the convenience of our broad geographic presence.
Our
primary focus is to provide our customers with a wide selection of moving rental
equipment, convenient self-storage rental facilities and related moving and
self-storage products and services. We are able to expand our distribution
and
improve customer service by increasing the amount of moving equipment and
storage rooms available for rent, expanding the number of independent dealers
in
our network and expanding and taking advantage of our growing eMove
capabilities.
During
2003, RepWest decided to focus its activities on providing and administering
property and casualty insurance to U-Haul,
its
customers, its independent dealers and affiliates. We believe this will enable
RepWest to focus its core competencies and financial resources to better support
our overall strategy by exiting its non U-Haul lines of business.
Oxford’s
business strategy is long-term capital growth through direct writing and
reinsuring of annuity, life and Medicare supplement products. Oxford is pursuing
this growth strategy of increased direct writing via acquisitions of insurance
companies, expanded distribution channels and product development. In 2005,
Oxford determined that it would no longer pursue growth in the credit life
and
disability market and is exploring options to divest its current business
through reinsurance.
Description
of Operating Segments
AMERCO
has four reportable segments. They are Moving and Storage Operations (AMERCO,
U-Haul and Real Estate), Property and Casualty Insurance, Life Insurance and
SAC
Holding II.
Moving
and Storage Operating Segment
Our
Moving and Storage Operating Segment consists of the rental of trucks, trailers
and self-storage spaces primarily to the household mover as well as sales of
moving supplies, trailer hitches and propane. Operations are conducted under
the
registered trade name U-Haul®
throughout the United States and Canada.
With
respect to our truck, trailer and self-storage rental business, we are focused
on expanding our dealer network, which provides added convenience for our
customers, and expanding the selection and availability of rental equipment
to
satisfy the needs of our customers.
35
With
respect to our retail sales of product, U-Haul continues in its role as
America’s leading hitch installer. Each year, more than one million customers
visit our locations for expertise on complete towing systems, trailer rentals
and the latest in towing accessories. In addition, U-Haul has developed
specialty boxes to protect customers’ personal possessions including antiques,
fine china, wine bottles, electronics, pictures and similarly fragile
possessions.
eMove
is
an online marketplace that connects consumers to a network of over 6,000
independent sellers of Moving Help®
and
Self-Storage services. Our network of customer-rated Affiliates provides pack
and load help, cleaning help, self-storage and similar services, all over North
America.
An
individual or a company can connect to the eMove network by becoming an eMove
Moving Help®
Affiliate or an eMove Storage Affiliate™. Moving Helpers assist customers with
packing, loading, cleaning and unloading their truck or storage unit. The
Storage Affiliate program enables independent self-storage facilities to expand
their reach by connecting into a centralized 1-800 and internet reservation
system and for a fee, receive an array of services including web-based
management software, S.O.A.R® rentals, co-branded rental trucks, savings on
insurance, credit card processing and more. Over
3,000 facilities are now registered on the eMove network.
With
over
50,000 unedited customer reviews of independent vendors, the marketplace has
facilitated Moving Help®
and
Self-Storage transactions all over North America. We believe that acting as
an
intermediary, with little added investment, serves the customer in a cost
effective manner. Our goal is to further utilize our web-based technology
platform to increase service to consumers and businesses in the moving and
storage market.
Property
and Casualty Insurance Operating Segment
RepWest
provides loss adjusting and claims handling for U-Haul through regional offices
across North America. RepWest also provides components of the Safemove, Safetow
and Safestor protection
packages to U-Haul customers. We continue to focus on increasing the penetration
of these products. The business plan for RepWest includes offering property
and
casualty products in other U-Haul related programs.
Life
Insurance Operating
Segment
Oxford
originates and reinsures annuities, ordinary life, group life and disability
coverage, and Medicare supplement insurance. Oxford also administers the
self-insured employee health and dental plans for Arizona employees of the
Company.
SAC
Holdings Operating Segment
SAC
Holding Corporation and its subsidiaries, and SAC Holding II Corporation and
its
subsidiaries, collectively referred to as “SAC Holdings”, own self-storage
properties that are managed by U-Haul under property management agreements
and
act as independent U-Haul rental equipment dealers. AMERCO, through its
subsidiaries, has contractual interests in certain of SAC Holdings’ properties
entitling AMERCO to potential future income based on the financial performance
of these properties. With respect to SAC Holding II Corporation, AMERCO is
considered the primary beneficiary of these contractual interests. Consequently,
we include the results of SAC Holding II Corporation in the consolidated
financial statements of AMERCO, as required by FIN 46(R).
Critical
Accounting Policies and Estimates
The
methods, estimates and judgments we use in applying our accounting policies
can
have a significant impact on the results we report in our financial statements.
Accounting policies are considered critical when they are significant and
involve difficult, subjective or complex judgments or estimates. Certain
accounting policies require us to make difficult and subjective judgments,
often
as a result of the need to make estimates of matters that are inherently
uncertain. The accounting policies that we deem most critical to us and that
require management’s most difficult and subjective judgments include our
principles of consolidation, the recoverability of property, plant and
equipment, the adequacy of insurance reserves, the recognition and measurement
of impairments for investments, and the recognition and measurement of income
tax assets and liabilities.
36
We
discuss these policies further in the following sections, as well as the
estimates and judgments that are involved. The estimates are based on historical
experience, observance of trends in particular areas, information and valuations
available from outside sources and on various other assumptions that are
believed to be reasonable under the circumstances and which form the basis
for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual amounts may differ from these
estimates under different assumptions and conditions. Such differences may
be
material.
Principles
of Consolidation
The
condensed consolidated financial statements for the third quarter and nine
months of fiscal 2006 and fiscal 2005 and the balance sheet as of March 31,
2005, include the accounts of AMERCO, its wholly-owned subsidiaries and SAC
Holding II Corporation and its subsidiaries.
In
fiscal
2003 and fiscal 2002, SAC Holding Corporation and SAC Holding II Corporation
(together, “SAC Holdings”) were considered special purpose entities and were
consolidated based on the provisions of Emerging Issues Task Force (EITF) Issue
No. 90-15.
In
fiscal
2004, the Company applied FIN 46(R) to its interests in SAC Holdings. Initially,
the Company concluded that SAC Holdings were variable interest entities (VIE’s)
and that the Company was the primary beneficiary. Accordingly, the Company
continued to include SAC Holdings in its consolidated financial statements.
Under
the
provisions of FIN 46(R), certain changes in the operations of a variable
interest entity or its relationship with the primary beneficiary constitute
re-determination events and require a reassessment of the variable interest
on
the basis of the most current facts and circumstances to determine whether
or
not a company is a variable interest entity, which other company(s) have a
variable interest in the variable interest entity and whether or not the
reporting company’s variable interest in such variable interest entity make it
the primary beneficiary. These determinations and re-determinations require
that
assumptions be made to estimate the value of the entity and a judgment be made
as to whether or not the entity has the financial strength to fund its own
operations and execute its business plan without the subordinated financial
support of another company.
In
February, 2004, SAC Holding Corporation restructured the indebtedness of three
subsidiaries and then distributed its interest in those subsidiaries to its
sole
shareholder. This triggered a requirement to reassess AMERCO’s involvement with
those subsidiaries, which led to the conclusion that based on the current
contractual and ownership interests between AMERCO and this entity, AMERCO
ceased to have a variable interest in those three subsidiaries at that date.
Separately,
in March 2004, SAC Holding Corporation restructured its indebtedness, triggering
a similar reassessment of SAC Holding Corporation that led to the conclusion
that SAC Holding Corporation was not a VIE and that AMERCO ceased to be the
primary beneficiary of SAC Holding Corporation and its remaining subsidiaries.
This conclusion was based on SAC Holding Corporation’s ability to fund its own
operations and execute its business plan without any future subordinated
financial support.
Accordingly,
at the dates AMERCO ceased to have a variable interest in or ceased to be the
primary beneficiary of SAC Holding Corporation and its current or former
subsidiaries, it deconsolidated those entities. The deconsolidation was
accounted for as a distribution of AMERCO’s interests to the sole shareholder of
the SAC entities. Because of AMERCO’s continuing involvement with SAC Holding
Corporation and its current and former subsidiaries, the distributions do not
qualify as discontinued operations as defined by SFAS No. 144.
It
is
possible that SAC Holding Corporation could take actions that would require
us
to re-determine whether SAC Holding Corporation has become a VIE or whether
we
have become the primary beneficiary of SAC Holding Corporation. Should this
occur, we could be required to consolidate some or all of SAC Holding
Corporation with our financial statements.
Similarly,
SAC Holding II Corporation could take actions that would require us to
re-determine whether it is a VIE or whether we continue to be the primary
beneficiary of our variable interest in SAC Holding II Corporation. Should
we
cease to be the primary beneficiary, we would be required to deconsolidate
some
or all of our variable interest in SAC Holding II Corporation from our financial
statements.
37
Recoverability
of Property, Plant and Equipment
Property,
plant and equipment are stated at cost. Interest cost incurred during the
initial construction of buildings or rental equipment is considered part of
cost. Depreciation is computed for financial reporting purposes principally
using the straight-line method over the following estimated useful lives: rental
equipment 2-20 years and buildings and non-rental equipment 3-55 years. Major
overhauls to rental equipment are capitalized and are amortized over the
estimated period benefited. Routine maintenance costs are charged to operating
expense as they are incurred. Gains and losses on dispositions of property,
plant and equipment are netted against depreciation expense when realized.
Depreciation is recognized in amounts expected to result in the recovery of
estimated residual values upon disposal, i.e., no gains or losses.
We
regularly perform reviews to determine whether facts and circumstances exist
which indicate that the carrying amount of assets, including estimates of
residual value, may not be recoverable or that the useful life of assets is
shorter or longer than originally estimated. We assess the recoverability of
our
assets by comparing the projected undiscounted net cash flows associated with
the related asset or group of assets over their estimated remaining lives
against their respective carrying amounts. Impairment, if any, is based on
the
excess of the carrying amount over the fair value of those assets. If assets
are
determined to be recoverable, but the useful lives are shorter or longer than
originally estimated, the net book value of these assets are depreciated over
the newly determined remaining useful lives.
Insurance
Reserves
Liabilities
for life insurance and certain annuity policies are established to meet the
estimated future obligations of policies in force, and are based on mortality
and withdrawal assumptions from recognized actuarial tables which contain
margins for adverse deviation. Liabilities for annuity contracts consist of
contract account balances that accrue to the benefit of the policyholders,
excluding surrender charges. Liabilities for health, disability and other
policies represents estimates of payments to be made on insurance claims for
reported losses and estimates of losses incurred, but not yet reported.
Insurance
reserves for RepWest and U-Haul take into account losses incurred based upon
actuarial estimates. These estimates are based on past claims experience and
current claim trends as well as social and economic conditions such as changes
in legal theories and inflation. Due to the nature of underlying risks and
the
high degree of uncertainty associated with the determination of the liability
for future policy benefits and claims, the amounts to be ultimately paid to
settle liabilities cannot be precisely determined and may vary significantly
from the estimated liability.
A
consequence of the long tail nature of the assumed reinsurance and the excess
workers compensation lines of insurance that were written by RepWest is that
it
takes a number of years for claims to be fully reported and finally settled.
Also, the severity of the commercial transportation and the commercial multiple
peril programs can fluctuate unexpectedly. During 2004 and 2003 these lines
experienced an increase in claim severity that was materially different than
the
previous year’s actuarial estimations.
Investments
For
investments accounted for under SFAS No. 115, in determining if and when a
decline in market value below amortized cost is other than temporary, quoted
market prices, dealer quotes or discounted cash flows are reviewed.
Other-than-temporary declines in value are recognized in the current period
operating results to the extent of the decline.
Key
Accounting Policies
We
also
have other policies that we consider key accounting policies, such as revenue
recognition; however, these policies do not meet the definition of critical
accounting estimates, because they do not generally require us to make estimates
or judgments that are difficult or subjective.
38
Results
of Operations
AMERCO
and Consolidated Entities
Quarter
Ended December
31, 2005 compared with the Quarter Ended December 31,
2004
Listed
below on a consolidated basis are revenues for our major product lines for
the
third quarter of fiscal 2006 and the third quarter of fiscal 2005:
Quarter
Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
353,409
|
$
|
328,471
|
|||
Self-storage
revenues
|
29,784
|
28,846
|
|||||
Self-moving
and self-storage products and service sales
|
47,316
|
42,694
|
|||||
Property
management fees
|
4,289
|
2,880
|
|||||
Life
insurance premiums
|
30,743
|
31,241
|
|||||
Property
and casualty insurance premiums
|
9,949
|
3,975
|
|||||
Net
investment and interest income
|
12,807
|
17,109
|
|||||
Other
revenue
|
7,373
|
6,281
|
|||||
Consolidated
revenue
|
$
|
495,670
|
$
|
461,497
|
|||
During
the third quarter of fiscal 2006, self-moving equipment rentals increased $24.9
million with increases in truck, trailer, and support rental items. The
increases are due to improved equipment utilization, pricing, and product mix
that included the introduction of approximately 12,000 new trucks in the last
nine months. In most cases, these trucks replaced older trucks removed from
the
fleet.
Self-storage
revenues increased $0.9 million for the third quarter of fiscal 2006, compared
to the third quarter of fiscal 2005 as occupancy rates increased period over
period.
Sales
of
self-moving and self-storage products and service sales increased $4.6 million
for the third quarter of fiscal 2006, compared to the third quarter of fiscal
2005 generally following the growth in self-moving equipment rentals. Support
sales items, hitches, and propane all had increases for the period.
RepWest
continued to exit from non U-Haul related lines of business. However, premium
revenues increased $6.0 million for the third quarter of fiscal 2006, compared
to the third quarter of fiscal 2005 due to increases in retrospective premiums
related to U-Haul business in fiscal 2006. Additionally, fiscal 2005 included
the commutation of a non U-Haul related reinsurance contract reducing premium
revenues for that quarter.
Oxford’s
premium revenues declined $0.5 million primarily as a result of the lingering
effects of its rating downgrade by A.M. Best in 2003.
Net
investment and interest income decreased $4.3 million for the third quarter
of
fiscal 2006, compared to the third quarter of fiscal 2005 due primarily to
declining invested asset balances at the insurance companies.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $495.7 million for the third quarter of fiscal 2006, compared
with
$461.5 million for the third quarter of fiscal 2005.
39
Listed
below are revenues and earnings (loss) from operations at each of our four
operating segments for the third quarter of fiscal 2006 and the third quarter
of
fiscal 2005; for the insurance companies the third quarter ended September
30,
2005 and 2004.
Quarter
Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Moving
and storage
|
|||||||
Revenues
|
$
|
441,725
|
$
|
407,691
|
|||
Earnings
from operations
|
42,689
|
3,591
|
|||||
Property
and casualty insurance
|
|||||||
Revenues
|
12,827
|
10,802
|
|||||
Earnings
(loss) from operations
|
(1,597
|
)
|
(9,218
|
)
|
|||
Life
insurance
|
|||||||
Revenues
|
37,064
|
39,442
|
|||||
Earnings
(loss) from operations
|
2,620
|
(3,440
|
)
|
||||
SAC
Holding II
|
|||||||
Revenues
|
10,870
|
10,106
|
|||||
Earnings
from operations
|
3,630
|
2,138
|
|||||
Eliminations
|
|||||||
Revenues
|
(6,816
|
)
|
(6,544
|
)
|
|||
Earnings
from operations
|
(1,923
|
)
|
7,220
|
||||
Consolidated
results
|
|||||||
Revenues
|
495,670
|
461,497
|
|||||
Earnings
from operations
|
45,419
|
291
|
|||||
Total
costs and expenses decreased $11.0 million for the third quarter of fiscal
2006,
compared to the third quarter of fiscal 2005. The third quarter of fiscal 2005
included a $6.4 million charge for litigation at Oxford not present in fiscal
2006. Increases in operating costs associated with the improved business volume
at Moving and Storage were offset by reductions in repair and maintenance
expenses related to rotating the fleet. Trucks with higher maintenance costs
are
being replaced by new trucks with lower initial maintenance costs.
During
the third quarter of fiscal 2006, the Company received insurance proceeds of
$2.5 million which was applied to the loss of trucks and trailers in the
hurricanes during 2005. The book value of the trucks and trailers identified
thus far as total losses approximates $1.1 million. On February 2, 2006 we
received additional insurance proceeds of $2.5 million as a progress
payment.
As
a
result of the aforementioned changes in revenues and expenses, earnings from
operations improved to $45.4 million for the third quarter of fiscal 2006,
compared with $0.3 million for the third quarter of fiscal 2005.
Interest
expense for the third quarter of fiscal 2006 was $17.8 million, compared with
$16.9 million in the third quarter of fiscal 2005, due to an increase in the
average amount borrowed. The expense related to the increase in average
borrowings was partially offset by a reduction in the average borrowing rate
resulting from the refinancing activities in fiscal 2006.
During
the third quarter of fiscal 2005, the Company settled its litigation against
its
former auditor and received a settlement (net of attorneys’ fees and costs) of
$51.3 million before taxes. The settlement had the effect of increasing, on
a
non-recurring basis, earnings for the quarter ended December 31, 2004 by $2.47
per share before taxes, in which the tax effect was approximately $0.91 per
share.
Income
tax expense was $12.5 million in the third quarter of fiscal 2006, compared
with
$13.2 million in the third quarter of fiscal 2005.
Dividends
accrued on our Series A preferred stock were $3.2 million in the third quarter
of both fiscal 2006 and 2005.
40
As
a
result of the above mentioned items, net earnings available to common
shareholders were $11.9 million in the third quarter of fiscal 2006, compared
with $18.3 million in the third quarter of fiscal 2005.
The
weighted average common shares outstanding: basic and diluted were 20,865,684
in
the third quarter of fiscal 2006 and 20,813,805 in the third quarter of fiscal
2005.
Basic
and
diluted earnings per share in the third quarter of fiscal 2006 were $0.57,
compared with $0.88 in the third quarter of fiscal 2005.
Moving
and Storage
Quarter
Ended December
31, 2005 compared with the Quarter Ended December 31,
2004
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment (AMERCO, U-Haul and Real Estate) for the third quarter of
fiscal 2006 and the third quarter of fiscal 2005:
Quarter
Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
353,409
|
$
|
328,471
|
|||
Self-storage
revenues
|
25,055
|
24,308
|
|||||
Self-moving
and self-storage products and service sales
|
43,697
|
39,463
|
|||||
Property
management fees
|
4,942
|
3,486
|
|||||
Net
investment and interest income
|
8,440
|
7,164
|
|||||
Other
revenue
|
6,182
|
4,799
|
|||||
Moving
and Storage revenue
|
$
|
441,725
|
$
|
407,691
|
|||
During
the third quarter of fiscal 2006, self-moving equipment rentals increased $24.9
million with increases in truck, trailer, and support rental items. The
increases are due to improved equipment utilization, pricing, and product mix
that included the introduction of approximately 12,000 new trucks during the
last nine months. In most cases, these trucks replaced older trucks removed
from
the fleet.
Self-storage
revenues increased $0.7 million for the third quarter of fiscal 2006, compared
to the third quarter of fiscal 2005 as occupancy rates increased period over
period.
Sales
of
self-moving and self-storage products and service sales increased $4.2 million
for the third quarter of fiscal 2006, compared to the third quarter of fiscal
2005 generally following the growth in self-moving equipment rentals. Support
sales items, hitches, and propane all had increases for the period.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the condensed consolidated financial statement for Moving and Storage
represent Company-owned locations only. Self-storage data for our Company-owned
storage locations is as follows:
Quarter
Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except occupancy rate)
|
|||||||
Room
count as of December 31
|
123
|
122
|
|||||
Square
footage as of December 31
|
9,515
|
9,506
|
|||||
Average
number of rooms occupied
|
107
|
101
|
|||||
Average
occupancy rate based on room count
|
86.9%
|
|
82.4%
|
|
|||
Average
square footage occupied
|
8,448
|
8,032
|
|||||
41
Total
costs and expenses increased $4.4 million for the third quarter of fiscal 2006,
compared to the third quarter of fiscal 2005. Commissions on self-moving
equipment rentals and cost of sales increased in proportion to the related
revenues. Operating expenses decreased $7.3 million for the third quarter of
fiscal 2006, compared to the third quarter of fiscal 2005. Increases in
operating costs associated with the improved business volume were more than
offset by reductions in repair and maintenance expenses related to rotating
the
fleet. Trucks with higher maintenance costs are being replaced by new trucks
with lower initial maintenance costs. Overall total cost and expense increases
were less than revenue increases for the quarter.
During
the third quarter of fiscal 2006, the Company received insurance proceeds of
$2.5 million which was applied to the loss of trucks and trailers in the
hurricanes during 2005. The book value of the trucks and trailers identified
thus far as total losses approximates $1.1 million. On February 2, 2006 we
received additional insurance proceeds of $2.5 million as a progress
payment.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations increased to $42.7 million in the third quarter of fiscal 2006,
compared with $3.6 million for the third quarter of fiscal 2005.
U-Haul
International, Inc.
Quarter
Ended December 31,
2005 compared with the Quarter Ended December 31,
2004
Listed
below are revenues for the major product lines at U-Haul International, Inc.
for
the third quarter of fiscal 2006 and the third quarter of fiscal
2005:
Quarter
Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
353,409
|
$
|
328,550
|
|||
Self-storage
revenues
|
24,655
|
24,097
|
|||||
Self-moving
and self-storage products and service sales
|
43,697
|
39,478
|
|||||
Property
management fees
|
4,942
|
3,486
|
|||||
Net
investment and interest income
|
7,538
|
5,270
|
|||||
Other
revenue
|
7,709
|
6,279
|
|||||
U-Haul
International, Inc. revenue
|
$
|
441,950
|
$
|
407,160
|
|||
During
the third quarter of fiscal 2006, self-moving equipment rentals increased $24.9
million with increases in truck, trailer, and support rental items. The
increases are due to improved equipment utilization, pricing, and product mix
that included the introduction of approximately 12,000 new trucks during the
last nine months. In most cases, these trucks replaced older trucks removed
from
the fleet.
Self-storage
revenues increased $0.6 million for the third quarter of fiscal 2006, compared
to the third quarter of fiscal 2005 as occupancy rates increased period over
period.
Sales
of
self-moving and self-storage products and service sales increased $4.2 million
for the third quarter of fiscal 2006, compared to the third quarter of fiscal
2005 generally following the growth in self-moving equipment rentals. Support
sales items, hitches, and propane all had increases for the period.
Total
costs and expenses increased $5.1 million for the third quarter of fiscal 2006,
compared to the third quarter of fiscal 2005. Commissions on self-moving
equipment rentals and cost of sales increased in proportion to the related
revenues. Operating expenses decreased $4.5 million for the third quarter of
fiscal 2006, compared to the third quarter of fiscal 2005. Increases in
operating costs associated with the improved business volume were more than
offset by reductions in repair and maintenance expenses related to rotating
the
fleet. Trucks with higher maintenance costs are being replaced by new trucks
with lower initial maintenance costs. Depreciation expense increased $4.9
million for the third quarter of fiscal 2006, compared to the third quarter
of
fiscal 2005 primarily due to the buy-outs of leases, new truck purchases and
certain residual value adjustments on the rental trucks. Overall total cost
and
expense increases were less than revenue increases for the
quarter.
42
During
the third quarter of fiscal 2006, the Company received insurance proceeds of
$2.5 million which was applied to the loss of trucks and trailers in the
hurricanes this year. The book value of the trucks and trailers identified
thus
far as total losses approximates $1.1 million. On February 2, 2006 we received
additional insurance proceeds of $2.5 million as a progress
payment.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations increased to $33.3 million in the third quarter of fiscal 2006,
compared with $3.7 million for the third quarter of fiscal 2005.
Republic
Western Insurance Company
Quarter
Ended September 30,
2005 compared with the Quarter Ended September 30,
2004
Premium
revenues were $9.9 million and $4.0 million for the quarters ended September
30,
2005 and 2004, respectively. U-Haul related premiums were $8.9 million and
$6.6
million for the quarters ended September 30, 2005 and 2004, respectively. The
increase was a result of the retrospective premiums that were earned during
the
quarter. On a retrospective premium arrangement, additional premiums or refunds
may occur based upon claims experience subsequent to the policy period. Other
non U-Haul lines of business were $1.0 million and ($2.6) million for the
quarters ended September 30, 2005 and 2004, respectively. The negative premium
in 2004 occurred when a reinsurance contract was commuted resulting in premiums,
that were previously recognized, being returned to an insurer.
Net
investment income was $2.9 million and $6.8 million for the quarters ended
September 30, 2005 and 2004, respectively. The reduction is due to a decrease
in
RepWest’s invested asset base and capital asset sales that were made in
2004.
Benefits
and losses incurred were $10.0 million and $15.9 million for the quarters ended
September 30, 2005 and 2004, respectively. The overall decrease resulted from
reduced exposure due to RepWest’s decision to exit its non U-Haul lines of
business. The decrease was offset by approximately $2.0 million of benefits
and
losses associated with retrospective policies with affiliates.
Operating
expenses, which are offset by claims handling fees charged to U-Haul, were
$4.1
million and $3.8 million for the quarters ended September 30, 2005 and 2004
respectively. Intercompany policy service fees from U-Haul are recorded net
against operating expenses. The increase in operating expenses was a result
of a
$1.4 million assessment related to the Florida hurricanes of 2004, which was
offset by reduced operating expenses resulting from RepWest’s exit from the non
U-Haul related lines of business.
Pretax
loss from operations was $1.6 million and $9.2 million for the quarters ended
September 30, 2005 and 2004, respectively. The improvement over 2004 is the
result of the elimination of unprofitable programs, primarily the mobile homes
line that had hurricane related losses of $8.0 million in 2004.
Oxford
Life Insurance Company
Quarter
Ended September
30, 2005 compared with the Quarter Ended September 30,
2004
Premium
revenues were $31.1 million and $31.6 million for the quarters ended September
30, 2005 and 2004, respectively. Medicare supplement premiums decreased by
$1.4
million from 2004 due to lapses on closed lines being greater than new business
written on active lines. Life insurance premiums increased $0.5 million due
to
increased sales. Credit insurance premiums increased approximately $0.4 million
primarily due to the recapture of previously ceded business. Oxford is no longer
pursuing new credit insurance. Annuitizations and Other Health premiums
increased slightly. Other income, which is comprised of surrender charges and
administrative income, was consistent with the prior-year period.
Net
investment income was $4.4 million and $6.3 million for the quarters ended
September 30, 2005 and 2004, respectively. The decrease was primarily due to
a
$2.2 million negative variance in capital gains/losses, partially offset by
a
shift in asset allocation from short-term to fixed maturities.
Benefits
and losses incurred were $22.7 million for both quarters ended September 30,
2005 and 2004. Medicare supplement benefits decreased $1.2 million from 2004
due
to reduced exposure and an improved loss ratio. Credit insurance benefits
increased $1.1 million from 2004 primarily due to the recapture of previously
ceded business. Life insurance benefits increased $0.5 million during the
quarter in relation to increased premium. Other Health benefits decreased $0.3
million due to improved loss ratios, while annuity benefits decreased $0.1
million.
43
Amortization
of deferred acquisition costs (DAC) and the value of business acquired (VOBA)
was $5.5 million and $6.0 million for the quarters ended September 30, 2005
and
2004, respectively. These costs are amortized for life and health policies
as
the premium is earned over the term of the policy; and for deferred annuities
in
relation to interest spreads. Annuity amortization decreased $0.5 million from
2004 primarily due to reduced surrender activity.
Operating
expenses were $6.3 million and $14.2 million for the quarters ended September
30, 2005 and 2004, respectively. The prior-year quarter included a litigation
accrual of $6.4 million. Excluding the accrual, operating expenses decreased
$1.5 million. The decrease is primarily attributable to decreased commission
expense, lower legal costs and reduced overhead. Non-deferrable commissions
have
decreased $0.5 million from 2004 primarily due to decreased sales of Credit
and
Medicare supplement products.
Pretax
earnings (loss) from operations were $2.6 million and ($3.4) million for the
quarters ended September 30, 2005 and 2004, respectively.
SAC
Holding II
Quarter
Ended December
31, 2005 compared with the Quarter Ended December 31,
2004
Listed
below are revenues for the major product lines at SAC Holding II for the third
quarter of fiscal 2006 and the third quarter of fiscal 2005:
Quarter
Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
2,211
|
$
|
2,043
|
|||
Self-storage
revenues
|
4,729
|
4,538
|
|||||
Self-moving
and self-storage products and service sales
|
3,619
|
3,231
|
|||||
Other
revenue
|
311
|
294
|
|||||
SAC
Holding II revenue
|
$
|
10,870
|
$
|
10,106
|
|||
Revenues
for the third quarter of fiscal 2006 grew $0.8 million, primarily as a result
of
improved occupancy and pricing.
Total
costs and expenses were $7.2 million in the third quarter of fiscal 2006,
compared with $8.0 million in the third quarter of fiscal 2005.
Earnings
from operations were $3.6 million in the third quarter of fiscal 2006, compared
with $2.1 million in the third quarter of fiscal 2005.
44
AMERCO
and Consolidated Entities
Nine
MonthsEnded
December 31, 2005 compared with the Nine Months Ended December 31,
2004
Listed
below on a consolidated basis are revenues for our major product lines for
the
first nine months of fiscal 2006 and the first nine months of fiscal
2005:
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,201,374
|
$
|
1,147,369
|
|||
Self-storage
revenues
|
92,153
|
88,359
|
|||||
Self-moving
and self-storage products and service sales
|
176,371
|
161,967
|
|||||
Property
management fees
|
12,558
|
8,971
|
|||||
Life
insurance premiums
|
90,050
|
96,535
|
|||||
Property
and casualty insurance premiums
|
20,172
|
20,815
|
|||||
Net
investment and interest income
|
38,873
|
46,160
|
|||||
Other
revenue
|
29,093
|
23,686
|
|||||
Consolidated
revenue
|
$
|
1,660,644
|
$
|
1,593,862
|
|||
During
the first nine months of fiscal 2006, self-moving equipment rentals increased
$54.0 million with increases in truck, trailer, and support rental items. The
increases are due to improved equipment utilization, pricing, and product mix
that included the introduction of approximately 12,000 new trucks in the last
nine months. In most cases, these trucks replaced older trucks removed from
the
fleet.
Self-storage
revenues increased $3.8 million for the first nine months of fiscal 2006,
compared to the first nine months of fiscal 2005 as occupancy rates increased
period over period along with improved pricing.
Sales
of
self-moving and self-storage products and service sales increased $14.4 million
for the first nine months of fiscal 2006, compared to the first nine months
of
fiscal 2005 generally following the growth in self-moving equipment rentals.
Support sales items, hitches, and propane all had increases for the
period.
RepWest
continued to exit from non U-Haul related lines of business resulting in a
$3.4
million decrease in premiums for the first nine months of fiscal 2006, compared
to the first nine months of fiscal 2005. Premiums related to U-Haul related
business increased $2.8 million for the first nine months of fiscal 2006,
compared to the first nine months of fiscal 2005.
Oxford’s
premium revenues declined $6.5 million for the first nine months of fiscal
2006,
compared with the first nine months of fiscal 2005 primarily as a result of
the
lingering effects of its rating downgrade by A.M. Best in 2003.
Net
investment and interest income decreased $7.3 million for the first nine months
of fiscal 2006, compared with the first nine months of fiscal 2005 due primarily
to declining invested asset balances at the insurance companies.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $1,660.6 million for the first nine months of fiscal 2006,
compared with $1,593.9 million for the first nine months of fiscal 2005.
45
Listed
below are revenues and earnings (loss) from operations at each of our four
operating segments for the first nine months of fiscal 2006 and the first nine
months of fiscal 2005; the first nine months ended September 30, 2005 and 2004
for the insurance companies.
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Moving
and storage
|
|||||||
Revenues
|
$
|
1,504,671
|
$
|
1,423,971
|
|||
Earnings
from operations
|
276,227
|
193,097
|
|||||
Property
and casualty insurance
|
|||||||
Revenues
|
29,193
|
35,878
|
|||||
Earnings
(loss) from operations
|
1,727
|
(8,749
|
)
|
||||
Life
insurance
|
|||||||
Revenues
|
111,407
|
122,494
|
|||||
Earnings
from operations
|
9,357
|
2,730
|
|||||
SAC
Holding II
|
|||||||
Revenues
|
35,541
|
33,228
|
|||||
Earnings
from operations
|
10,730
|
9,598
|
|||||
Eliminations
|
|||||||
Revenues
|
(20,168
|
)
|
(21,709
|
)
|
|||
Earnings
from operations
|
(11,824
|
)
|
(1,004
|
)
|
|||
Consolidated
results
|
|||||||
Revenues
|
1,660,644
|
1,593,862
|
|||||
Earnings
from operations
|
286,217
|
195,672
|
|||||
Total
costs and expenses decreased $23.8 million for the first nine months of fiscal
2006, compared to the first nine months of fiscal 2005. Fiscal 2005 included
a
$6.4 million charge for litigation at Oxford not present in fiscal 2006.
Increases in operating costs associated with the improved business volume at
Moving and Storage were offset by reductions in repair and maintenance expenses
related to rotating the fleet. Trucks with higher maintenance costs are being
replaced by new trucks with lower initial maintenance costs. Benefits and losses
at the insurance companies decreased $21.5 million for the first nine months
of
fiscal 2006, compared with the first nine months of fiscal 2005 as loss ratios
have improved and exposure has declined.
During
the third quarter of fiscal 2006, the Company received insurance proceeds of
$2.5 million which was applied to the loss of trucks and trailers in the
hurricanes during 2005. The book value of the trucks and trailers identified
thus far as total losses approximates $1.1 million. On February 2, 2006 we
received additional insurance proceeds of $2.5 million as a progress
payment.
As
a
result of the aforementioned changes in revenues and expenses, earnings from
operations improved to $286.2 million for the first nine months of fiscal 2006,
compared with $195.7 million for the first nine months of fiscal
2005.
Interest
expense for the first nine months of fiscal 2006 was $88.3 million, compared
with $54.0 million for the first nine months of fiscal 2005. Fiscal 2006 results
included a one-time, non-recurring charge of $35.6 million before taxes related
to the early termination of existing indebtedness. The charge had the effect
of
decreasing, on a non-recurring basis, earnings for the nine months ended
December 31, 2005 by $1.71 per share before taxes, in which the tax effect
was
approximately $0.63 per share.
During
the third quarter of fiscal 2005, the Company settled its litigation against
its
former auditor and received a settlement (net of attorneys’ fees and costs) of
$51.3 million before taxes. The settlement had the effect of increasing, on
a
non-recurring basis, earnings for the nine months ended December 31, 2004 by
$2.47 per share before taxes, in which the tax effect was approximately $0.91
per share.
46
Income
tax expense was $78.6 million in the first nine months of fiscal 2006, compared
with $74.0 million in the first nine months of fiscal 2005.
Dividends
accrued on our Series A preferred stock were $9.7 million for the first nine
months ended December 31, 2005 and 2004, respectively.
As
a
result of the above mentioned items, net earnings available to common
shareholders were $109.6 million in the first nine months of fiscal 2006,
compared with $109.3 million in the first nine months of fiscal
2005.
The
weighted average common shares outstanding: basic and diluted were 20,850,254
in
the first nine months of fiscal 2006 and 20,801,112 in the first nine months
of
fiscal 2005.
Basic
and
diluted earnings per share were $5.26 in the first nine months of fiscal 2006,
compared with $5.25 in the first nine months of fiscal 2005.
In
our
second quarter of fiscal 2006, hurricanes Katrina and Rita struck the Gulf
Coast
of the United States causing business interruption to a number of our operating
facilities. We identified customers impacted by the hurricanes and our rapid
response teams provided a variety of solutions to divert operations to alternate
facilities and restore operations where possible. We have been able to redeploy
assets and employees to service our customers in cases where the facilities
remain inoperable or have not returned to full operating capacity. Currently
we
estimate a loss of approximately 180 trucks and 150 trailers during and after
the devastation caused by these hurricanes. We maintain property and business
interruption insurance coverage to mitigate the financial impact of these types
of catastrophic events. Our insurance deductible is $500,000 and has been
recorded in our second quarter. During our third quarter of fiscal 2006, we
received insurance proceeds of $2.5 million, which was applied to the trucks
and
trailers damaged by the hurricanes. On February 2, 2006 we received additional
insurance proceeds of $2.5 million as a progress payment.
Moving
and Storage
Nine
MonthsEnded
December 31, 2005 compared with the Nine Months Ended December 31,
2004
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment (AMERCO, U-Haul and Real Estate) for the first nine months
of
fiscal 2006 and the first nine months of fiscal 2005:
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,201,374
|
$
|
1,147,369
|
|||
Self-storage
revenues
|
78,123
|
74,976
|
|||||
Self-moving
and self-storage products and service sales
|
163,369
|
150,128
|
|||||
Property
management fees
|
14,688
|
10,974
|
|||||
Net
investment and interest income
|
22,143
|
23,471
|
|||||
Other
revenue
|
24,974
|
17,053
|
|||||
Moving
and Storage revenue
|
$
|
1,504,671
|
$
|
1,423,971
|
|||
During
the first nine months of fiscal 2006, self-moving equipment rentals increased
$54.0 million with increases in truck, trailer, and support rental items. The
increases are due to improved equipment utilization, pricing, and product mix
that included the introduction of approximately 12,000 new trucks during the
last nine months. In most cases, these trucks replaced older trucks removed
from
the fleet.
Self-storage
revenues increased $3.1 million for the first nine months of fiscal 2006,
compared to the first nine months of fiscal 2005 as occupancy rates increased
period over period and pricing improved.
Sales
of
self-moving and self-storage products and service sales increased $13.2 million
for the first nine months of fiscal 2006, compared to the first nine months
of
fiscal 2005 generally following the growth in self-moving equipment rentals.
Support sales items, hitches, and propane all had increases for the
period.
47
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the condensed consolidated financial statements for Moving and Storage
represent Company-owned locations only. Self-storage data for our owned storage
locations is as follows:
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except occupancy rate)
|
|||||||
Room
count as of December 31
|
123
|
122
|
|||||
Square
footage as of December 31
|
9,515
|
9,506
|
|||||
Average
number of rooms occupied
|
108
|
101
|
|||||
Average
occupancy rate based on room count
|
88.0%
|
|
82.8%
|
|
|||
Average
square footage occupied
|
8,545
|
8,056
|
Total
costs and expenses increased $9.7 million for the first nine months of fiscal
2006, compared to the first nine months of fiscal 2005. Commissions on
self-moving equipment rentals and cost of sales increased in proportion to
the
related revenues. Operating expenses decreased $12.5 million for the first
nine
months of fiscal 2006, compared to the first nine months of fiscal 2005.
Increases in operating costs associated with the improved business volume were
more than offset by reductions in repair and maintenance expenses related to
rotating the fleet. Trucks with higher maintenance costs are being replaced
by
new trucks with lower initial maintenance costs. Overall total cost and expense
increases were less than revenue increases for the first nine months of fiscal
2006.
During
the third quarter of fiscal 2006, the Company received insurance proceeds of
$2.5 million which was applied to the loss of trucks and trailers in the
hurricanes during 2005. The book value of the trucks and trailers identified
thus far as total losses approximates $1.1 million. On February 2, 2006 we
received additional insurance proceeds of $2.5 million as a progress
payment.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations increased to $276.2 million in the first nine months of fiscal 2006,
compared with $193.1 million for the first nine months of fiscal
2005.
U-Haul
International, Inc.
Nine
MonthsEnded
December 31, 2005 compared with the Nine Months Ended December 31,
2004
Listed
below are revenues for the major product lines at U-Haul International, Inc.
for
the first nine months of fiscal 2006 and the first nine months of fiscal
2005:
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,201,374
|
$
|
1,147,369
|
|||
Self-storage
revenues
|
76,827
|
73,644
|
|||||
Self-moving
and self-storage products and service sales
|
163,369
|
150,128
|
|||||
Property
management fees
|
14,688
|
10,974
|
|||||
Net
investment and interest income
|
18,254
|
16,569
|
|||||
Other
revenue
|
28,770
|
21,378
|
|||||
U-Haul
International, Inc. revenue
|
$
|
1,503,282
|
$
|
1,420,062
|
|||
During
the first nine months of fiscal 2006, self-moving equipment rentals increased
$54.0 million with increases in truck, trailer, and support rental items. The
increases are due to improved equipment utilization, pricing, and product mix
that included the introduction of approximately 12,000 new trucks during the
last nine months. In most cases, these trucks replaced older trucks removed
from
the fleet.
48
Self-storage
revenues increased $3.2 million for the first nine months of fiscal 2006,
compared to the first nine months of fiscal 2005 as occupancy rates increased
period over period and improved pricing.
Sales
of
self-moving and self-storage products and service sales increased $13.2 million
for the first nine months of fiscal 2006, compared to the first nine months
of
fiscal 2005 generally following the growth in self-moving equipment rentals.
Support sales items, hitches, and propane all had increases for the
period.
Total
costs and expenses increased $16.2 million for the first nine months of fiscal
2006, compared to the first nine months of fiscal 2005. Commissions on
self-moving equipment rentals and cost of sales increased in proportion to
the
related revenues. Operating expenses decreased $2.6 million for the first nine
months of fiscal 2006, compared to the first nine months of fiscal 2005.
Increases in operating costs associated with the improved business volume were
more than offset by reductions in repair and maintenance expenses related to
rotating the fleet. Trucks with higher maintenance costs are being replaced
by
new trucks with lower initial maintenance costs. Depreciation expense increased
$13.9 million for the first nine months of fiscal 2006, compared to the first
nine months of fiscal 2005 primarily due to the buy-outs of leases, new truck
purchases and certain residual value adjustments on the rental trucks. The
buy-outs of the leases have led to the $8.3 million decrease in lease expense
for the first nine months of fiscal 2006, compared to the first nine months
of
fiscal 2005. Overall total cost and expense increases were less than revenue
increases for the first nine months of fiscal 2006.
During
the third quarter of fiscal 2006, the Company received insurance proceeds of
$2.5 million which was applied to the loss of trucks and trailers in the
hurricanes during 2005. The book value of the trucks and trailers identified
thus far as total losses approximates $1.1 million. On February 2, 2006 we
received additional insurance proceeds of $2.5 million as a progress
payment.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations increased to $239.7 million in the first nine months of fiscal 2006,
compared with $172.7 million for the first nine months of fiscal
2005.
Republic
Western Insurance Company
Nine
Months Ended September 30,
2005 compared with the Nine Months Ended September 30,
2004
Premium
revenues were $20.2 million and $20.8 million for the nine months ended
September 30, 2005 and 2004, respectively. The overall decrease is due to
RepWest exiting non U-Haul related lines of business. U-Haul related premiums
were $17.9 million and $15.1 million for the nine months ended September 30,
2005 and 2004, respectively. Other non U-Haul lines of business were $2.3
million and $5.7 million for the nine months ended September 30, 2005 and 2004,
respectively.
Net
investment income was $9.0 million and $15.1 million for the nine months ended
September 30, 2005 and 2004, respectively. The reduction is due to a decrease
in
our invested asset base and gains on capital assets that were sold in the third
quarter of 2004.
Benefits
and losses incurred were $17.2 million and $33.8 million for the nine months
ended September 30, 2005 and 2004, respectively. The decrease resulted from
reduced earned premiums which occurred when RepWest exited its non U-Haul lines
of business and approximately $8.0 million of benefits and losses that were
included in the 2004 benefits and losses that related to the Florida hurricanes
of 2004.
Amortization
of DAC was $1.7 million and $5.4 million for the nine months ended September
30,
2005 and 2004, respectively. The decrease is due to a reduction of in-force
business related to the exit of non U-Haul lines of business.
Operating
expenses, which are offset by claims handling fees charged to U-Haul, were
$8.6
million and $5.4 million for the nine months ended September 30, 2005 and 2004,
respectively. Intercompany policy service fees from U-Haul are recorded net
of
operating expenses. The reductions in these fees, as well as a $1.4 million
non-recurring assessment related to the Florida hurricanes of 2004, are the
primary reasons for the net increase in operating expenses.
Pretax
earnings (loss) from operations were $1.7 million and ($8.7) million for the
nine months ended September 30, 2005 and 2004. The improvement in 2005 over
2004
is the result of eliminating unprofitable programs in the mobile home line
and
2004 Florida hurricane losses of $8.0 million.
49
Oxford
Life Insurance Company
Nine
MonthsEnded
September 30, 2005 compared with the Nine Months Ended September 30,
2004
Premium
revenues were $91.2 million and $97.6 million for the nine months ended
September 30, 2005 and 2004, respectively. Medicare supplement premiums
decreased by $4.3 million from 2004 due to lapses on closed lines being greater
than new business written on active lines. Credit insurance premiums decreased
$2.6 million from 2004 due to fewer accounts. As mentioned previously, Oxford
is
no longer pursuing new credit insurance. Annuitizations decreased $0.7 million
during the period. These decreases were partially offset by increased life
insurance sales of $1.0 million. Other income decreased by $2.4 million
primarily due to a decrease in surrender charge income.
Net
investment income was $15.7 million and $18.0 million for the nine months ended
September 30, 2005 and 2004, respectively. The decrease was primarily due to
a
$2.5 million negative variance in capital gains.
Benefits
and losses incurred were $65.5 million and $70.4 million for the nine months
ended September 30, 2005 and 2004, respectively. Medicare supplement benefits
decreased $4.1 million from 2004 due primarily to reduced exposure and an
improved loss ratio. Other Health benefits decreased $0.8 million due to
improved loss ratios. An increase of $0.8 million in life benefits due to new
sales was largely offset by a decrease of $0.7 million in annuitizations. Credit
benefits were consistent with the prior year period.
Amortization
of DAC and VOBA was $16.1 million and $18.6 million for the nine months ended
September 30, 2005 and 2004, respectively. These costs are amortized for life
and health policies as the premium is earned over the term of the policy; and
for deferred annuities in relation to interest spreads. Annuity amortization
decreased $1.8 million from 2004 primarily due to reduced surrender activity.
Other segments, primarily Credit, had decreases of $0.7 million from 2004 due
to
decreased new business volume.
Operating
expenses were $20.5 million and $30.8 million for the nine months ended
September 30, 2005 and 2004, respectively. The prior year amount includes $6.4
million attributable to litigation accrual. The remaining decrease is
attributable to lower legal costs as well as reduced overhead. Non-deferrable
commissions have decreased $1.3 million from 2004 primarily due to decreased
sales of Credit and Medicare supplement products.
Pretax
earnings were $9.4 million and $2.7 million for the nine months ended September
30, 2005 and 2004, respectively.
SAC
Holding II
Nine
MonthsEnded
December 31, 2005 compared with the Nine Months Ended December 31,
2004
Listed
below are revenues for the major product lines at SAC Holding II for the first
nine months of fiscal 2006 and the first nine months of fiscal
2005:
Nine
Months Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
7,560
|
$
|
7,170
|
|||
Self-storage
revenues
|
14,030
|
13,383
|
|||||
Self-moving
and self-storage products and service sales
|
13,002
|
11,839
|
|||||
Other
revenue
|
949
|
836
|
|||||
SAC
Holding II revenue
|
$
|
35,541
|
$
|
33,228
|
|||
Total
revenues were $35.5 million in the first nine months of fiscal 2006, compared
with $33.2 million in the first nine months of fiscal 2005. The increase was
driven by self-moving and self-storage product and service sales. This increase
grew in conjunction with increases in self-storage revenues due to improved
occupancy and pricing.
Total
costs and expenses were $24.8 million in the first nine months of fiscal 2006,
compared with $23.6 million in the first nine months of fiscal 2005.
Earnings
from operations were $10.7 million in the first nine months of fiscal 2006,
compared with $9.6 million in the first nine months of fiscal
2005.
50
Liquidity
and Capital Resources
We
believe our current capital structure will allow us to achieve our operational
plans and goals, and provide us with sufficient liquidity for the next 3 to
5
years. The majority of the obligations currently in place mature at the end
of
fiscal years 2010 or 2015. As a result, we believe that our liquidity is strong.
This will allow us to focus on our operations and business to further improve
our liquidity in the long term. We believe these improvements will enhance
our
access to capital markets. However, there is no assurance that future cash
flows
will be sufficient to meet our outstanding obligations or our future capital
needs.
At
December 31, 2005, cash and cash equivalents totaled $247.2 million, compared
with $56.0 million on March 31, 2005.
On
June
29, 2005 the Company entered into a new revolving credit facility with Merrill
Lynch Commercial Finance Corp. The facility has a $150.0 million maximum amount
available with an interest rate of LIBOR plus 1.75%. As of December 31, 2005
the
Company had $60.0 million available under this revolving credit
facility.
On
November 10, 2005 the Company entered into a rental truck amortizing term loan
with Merrill Lynch Commercial Finance Corp. The maximum amount that can be
borrowed is $150.0 million with an interest rate of LIBOR plus 1.75%. As of
December 31, 2005 the Company had drawn $56.0 million and anticipates drawing
the remaining $94.0 million by April 30, 2006.
At
December 31, 2005, AMERCO’s notes and loans payable were $942.1 million, and
represented 1.3 times stockholders’ equity. At March 31, 2005, AMERCO’s notes
and loans payable were $780.0 million, and represented 1.4 times stockholders’
equity.
For
the
first nine months of fiscal 2006, cash provided by operating activities was
$253.3 million, compared with $223.8 million in the first nine months of fiscal
2005.
Investing
activities provided (used) ($144.4) million in net cash during the first nine
months of fiscal 2006, compared to $124.9 million in the first nine months
of
fiscal 2005. The majority of the decrease in the first nine months of fiscal
2006, compared with the first nine months of fiscal 2005 was related to the
W.
P. Carey Transaction. Net capital expenditures were $252.4 million and $172.5
million for the first nine months ended December 31, 2005 and December 31,
2004,
respectively. Capital dispositions were $46.8 million and $229.2 million for
the
first nine months ended December 31, 2005 and December 31, 2004, respectively.
Financing
activities provided $82.3 million during the first nine months of fiscal 2006.
This primarily reflects the complete refinancing on the Company’s debt in fiscal
2006. The refinancing expanded the Company’s borrowing capacity. The additional
funds from the refinancing were partially offset by annuity withdrawals at
Oxford. This compares with usage of $350.1 million from financing activities
during the first nine months of fiscal 2005, which included a $99.6 million
payoff of capital leases and $15.6 million payment of previous preferred stock
dividends.
Liquidity
and Capital Resources and Requirements of Our Operating
Segments
Moving
and Storage
To
meet
the needs of our customers, U-Haul maintains a large fleet of rental equipment.
Capital expenditures have primarily reflected new rental equipment acquisitions.
The capital to fund these expenditures has historically been obtained internally
from operations and the sale of used equipment, and externally from lease
financing. In the future we anticipate that our internally generated funds
will
be used to service the existing debt and support operations. U-Haul estimates
that during the next three fiscal years, at least $325.0 million each year
will
be reinvested in the truck and trailer rental fleet. This investment will be
funded through external lease financing, debt financing and internally from
operations. Management considers several factors including cost and tax
consequences when selecting a method to fund capital expenditures. Because
the
Company has utilized all of its net operating loss carry forwards, there will
be
more of a focus on financing the fleet through asset-backed debt. Net capital
expenditures were $250.8 million for the first nine months of fiscal 2006.
51
Real
Estate has traditionally financed the acquisition of self-storage properties
to
support U-Haul's growth through debt financing and funds from operations and
sales. U-Haul's growth plan in self-storage is primarily focused on eMove,
which
does not require acquisition or construction of self-storage properties by
the
Company. This primary focus does not preclude the Company from using debt and
internally generated funds to finance storage acquisitions or construction
in
the future.
Property
and Casualty Insurance
As
of
September 30, 2005, RepWest had no notes or loans due in less than one year
and
its accounts payable, accrued expenses, and other payables were approximately
$6.1 million. RepWest’s financial assets (cash, receivables, and short-term
investments, other investments, fixed maturities and related party assets)
at
September 30, 2005 were approximately $494.2 million. State insurance
regulations restrict the amount of dividends that can be paid to stockholders
of
insurance companies. As a result, RepWest’s assets are generally not available
to satisfy the claims of AMERCO or its legal subsidiaries.
Stockholder’s
equity was $164.1 million and $154.8 million at September 30, 2005 and December
31, 2004, respectively. The increase resulted from $1.0 million in earnings,
$3.1 million of unrealized gains and $5.1 million in additional paid-in capital
that resulted from the sale of real estate to affiliated companies. RepWest
does
not use debt or equity issues to increase capital and therefore has no exposure
to capital market conditions.
Oxford
Life Insurance Company
As
of
September 30, 2005, Oxford was due to make a $1.0 million principal payment
to
AMERCO on an intercompany
surplus
note issued in 1998; this payment has not been made. Oxford had no other notes
and loans payable in less than one year. Its accounts payable, accrued expenses
and other payables were approximately $13.3 million. Oxford’s financial assets
(cash, receivables, short-term investments, other investments, fixed maturities
and related party) at September 30, 2005 were approximately $723.6 million.
State insurance regulations restrict the amount of dividends that can be paid
to
stockholders of insurance companies. As a result, Oxford’s funds are generally
not available to satisfy the claims of AMERCO or its legal
subsidiaries.
Oxford’s
stockholder's equity was $116.1 million and $115.0 million as of September
30,
2005, and December 31, 2004, respectively. The increase resulted from earnings
of $5.5 million and a $4.4 million decrease in other comprehensive income.
Oxford does not use debt or equity issues to increase capital and therefore
has
no exposure to capital market conditions.
SAC
Holding II
SAC
Holding II operations are funded by various mortgage loans, and secured and
unsecured notes. SAC Holding II does not utilize revolving lines of credit
to
finance its operations or acquisitions. Certain of SAC Holding II loan
agreements contain restrictive covenants and restrictions on incurring
additional subsidiary indebtedness.
Cash
Provided from Operating Activities by Operating Segments
Moving
and Storage
Cash
provided (used) by operating activities from U-Haul was ($92.3) million and
$218.3 million for the first nine months of fiscal 2006 and 2005, respectively.
Cash provided (used) by operating activities for Real Estate was ($69.7) million
and $39.7 million for the first nine months of fiscal 2006 and 2005,
respectively. Cash and cash equivalents for the consolidated Moving and Storage
segment were $210.7 million and $42.0 million at December 31, 2005 and March
31,
2005.
Property
and Casualty Insurance
Cash
flows used by operating activities were $19.3 million and $20.1 million for
the
nine months ended September 30, 2005 and 2004, respectively. The cash used
by
operating activities is the result of RepWest’s exiting its non U-Haul lines of
business and the associated payment of claims in the lines exited.
RepWest’s
cash and cash equivalents and short-term investment portfolio were $107.5
million and $90.3 million at September 30, 2005 and December 31, 2004,
respectively. This balance reflects funds in transition from maturity proceeds
to long term investments. Management believes this level of liquid assets,
combined with budgeted cash flow, will be adequate to meet periodic needs.
Capital and operating budgets allow RepWest to schedule cash needs in accordance
with investment and underwriting proceeds.
52
Life
Insurance
Cash
provided (used) by operating activities was
($4.0) million and $7.8 million
for the
nine months ended September 30, 2005 and 2004, respectively. Included in the
operating cash outflow in the current period was the $12.8 million settlement
of
the Kocher accrual, net of the $2.2 million recovery from Oxford’s E&O
insurance carrier.
In
addition to cash flows from operating and financing activities, a substantial
amount of liquid funds is available through Oxford's short-term portfolio.
At
September 30, 2005 and December 31, 2004, short-term investments amounted to
$37.0 million and $113.8 million, respectively. Management believes that the
overall sources of liquidity will continue to meet foreseeable cash
needs.
SAC
Holding II
Cash
provided by operating activities at SAC Holding II was $3.0 million and $0.6
million for the first nine months of fiscal 2006 and 2005, respectively.
Liquidity
and Capital Resources-Summary
We
believe we have the financial resources needed to meet our business requirements
including capital expenditures for the expansion and modernization of our rental
fleet, rental equipment and rental storage space, working capital requirements
and our preferred stock dividend program.
For
a
more detailed discussion of our long-term debt and borrowing capacity, please
see footnote 3 “Borrowings” to the “Notes to the Condensed Consolidated
Financial Statements.”
Disclosures
about Contractual Obligations and Commercial
Commitments
Our
estimates as to future contractual obligations have not materially changed
as to
the disclosure included under the subheading “Contractual Obligations” in Part
II, Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” of our Annual Report on Form 10-K for fiscal year ending
March 31, 2005, except for the New Truck Amortizing Loan (see Note 3 of our
Condensed Consolidated Financial Statements).
Off-Balance
Sheet Arrangements
The
Company uses off-balance sheet arrangements where the economics and sound
business principles warrant their use.
AMERCO
utilizes operating leases for certain equipment and facilities with terms
expiring substantially through 2034, with the exception of one land lease
expiring in 2079. In the event of a shortfall in proceeds from the sales of
the
underlying rental equipment assets, AMERCO has guaranteed approximately $181.1
million of residual values at December 31, 2005 for these assets at the end
of
their respective lease terms. AMERCO has been leasing rental equipment since
1987. Thus far, we have experienced no residual value shortfalls.
AMERCO
has used off-balance sheet arrangements in connection with the expansion of
our
self-storage business. The Company currently manages the self-storage properties
of SAC Holding II and its subsidiaries (see Note 8 of our Condensed Consolidated
Financial Statements).
53
Fiscal
2007
Outlook
We
have
many exciting developments which we believe should positively affect performance
in the fourth quarter and into fiscal 2007. We believe the momentum in our
Moving and Storage Operations will continue. We are investing in our truck
rental fleet to further strengthen U-Haul’s “do-it-yourself” moving business.
Over the last nine months we placed almost 12,000 of our large and mid-sized
rental trucks in service. We continue to manufacture our mid-sized vans and
expect to produce over 2,700 additional units in the coming months. In addition,
production has been initiated for trailers with an expected production of 3,500
by the end of April. This investment is expected to increase the number of
rentable equipment days available to meet our customer demands and will reduce
future spending on repair costs and equipment down-time.
At
RepWest, our plans to exit non U-Haul related lines are progressing well.
At
Oxford, the recent ratings upgrade by A.M. Best in October 2005 to B+ should
support the expansion of its distribution capabilities.
Our
objectives for the remaining quarter in fiscal 2006 and the first part of 2007
are to position our rental fleet to achieve revenue and transaction growth
and
continue to drive down operating costs. The aforementioned investment in our
fleet will give us a strong basis for meeting our objectives.
Cautionary
Statements Regarding Forward-Looking Statements
This Quarterly
Report on Form 10-Q contains forward-looking statements regarding future
events and our future results. We may make additional written or oral
forward-looking statements from time to time in filings with the Securities
and
Exchange Commission or otherwise. We believe such forward-looking statements
are
within the meaning of the safe-harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and section 21E of the Securities Exchange
Act of 1934, as amended. Such statements may include, but are not limited to,
projections of revenues, income or loss, estimates of capital expenditures,
plans for future operations, products or services, financing needs and plans,
our perceptions of our legal positions and anticipated outcomes of government
investigations and pending litigation against us, liquidity, goals and
strategies, plans for new business, growth rate assumptions, pricing, costs,
and
access to capital and leasing markets 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. Factors that could significantly affect results include, without
limitation, the risk factors enumerated at the end of this section, as well
as
the following: the Company’s ability to operate pursuant to the terms of
its credit facilities; the Company’s ability to maintain contracts
that are critical to its operations; the costs and availability of financing;
the Company’s ability to execute its business plan; the Company’s ability to
attract, motivate and retain key employees; general economic conditions;
fluctuations in our costs to maintain and update our fleet and facilities;
our
ability to refinance our debt; changes in government regulations, particularly
environmental regulations; our credit ratings; the availability of credit;
changes in demand for our products; changes in the general domestic economy;
degree and nature of our competition; the resolution of pending litigation
against the Company; changes in accounting standards and other factors described
in this report or the other documents we file with the Securities and Exchange
Commission. The above factors, the following disclosures, as well as other
statements in this report and in the Notes to our Condensed Consolidated
Financial Statements, could contribute to or cause such differences, or could
cause our stock price to fluctuate dramatically. Consequently, the
forward-looking statements should not be regarded as representations or
warranties by the Company that such matters will be realized. The Company
disclaims any intent or obligation to update or revise any of the
forward-looking statements, whether in response to new information, unforeseen
events, changed circumstances or otherwise.
54
Risk
Factors
We
operate in a highly competitive industry.
The
truck
rental industry is highly competitive and includes a number of significant
national, regional and local competitors. Competition is generally based on
convenience of rental locations, availability of quality rental moving
equipment, breadth of essential services and price. In our truck rental
business, we face competition from Budget Car and Truck Rental Company and
Penske Truck Leasing. Some of our competitors may have greater financial
resources than we have. We cannot assure you that we will not be forced to
reduce our rental prices or delay price increases.
The
self-storage industry is large and highly fragmented. We believe the principle
competitive factors in this industry are convenience of storage rental
locations, cleanliness, security and price. Our primary competitors in the
self-storage market are Public Storage, Shurgard Storage Centers, Inc., Extra
Space Storage, Inc. and others. Competition in the market areas in which we
operate is significant and affects the occupancy levels, rental sales and
operating expenses of our facilities. Competition might cause us to experience
a
decrease in occupancy levels, limit our ability to raise rental sales and
require us to offer discounted rates that would have a material affect on
operating results.
Entry
into the self-storage business through acquisition of existing facilities is
possible for persons or institutions with the required initial capital.
Development of new self-storage facilities is more difficult; however, due
to
zoning, environmental and other regulatory requirements. The self-storage
industry has in the past experienced overbuilding in response to perceived
increases in demand. We cannot assure you that we will be able to successfully
compete in existing markets or expand into new markets.
Control
of AMERCO remains in the hands of a small contingent.
As
of
December 31, 2005, Edward J. Shoen, Chairman of the Board of Directors and
President of AMERCO, James P. Shoen, a director of AMERCO, and Mark V.
Shoen, an executive officer of AMERCO, collectively control
8,843,424 shares (approximately 41.5%) of the outstanding common shares of
AMERCO. Accordingly, Edward J. Shoen, Mark V. Shoen and James P.
Shoen will be in a position to continue to influence the election of the members
of the Board of Directors and approval of significant transactions (see Note
8
of our Condensed Consolidated Financial Statements). In addition, 2,054,852
shares (approximately 9.7%) of the outstanding common shares of AMERCO,
including shares allocated to employees and unallocated shares are held by
our
Employee Savings and Employee Stock Ownership Trust.
Our
operations subject us to numerous environmental regulations and the possibility
that environmental liability in the future could adversely affect our
operations.
Compliance
with environmental requirements of federal, state and local governments
significantly affects our business. 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. Under environmental laws or common
law
principles, we can be held strictly liable for hazardous substances that are
found on real property we have owned or operated. We are aware of issues
regarding hazardous substances on some of our real estate and we have put in
place a remedial plan at each site where we believe such a plan is necessary
(see Note 7 of our Condensed Consolidated Financial Statements). We regularly
make capital and operating expenditures to stay in compliance with environmental
laws. In particular, we have managed a testing and removal program since 1988
for our underground storage tanks. Despite these compliance efforts, risk of
environmental liability is part of the nature of our business.
Environmental
laws and regulations are complex, change frequently and could become more
stringent in the future. We cannot assure you that future compliance with these
regulations, future environmental liabilities, the cost of defending
environmental claims, conducting any environmental remediation or generally
resolving liabilities caused by us or related third parties will not have a
material adverse effect on our business, financial condition or results of
operations.
55
Our
results of operations fluctuate due to seasonality and other factors associated
with our industry.
Our
business is seasonal and our results of operations and cash flows fluctuate
significantly from quarter to quarter. Historically, revenues have been stronger
in our first and second fiscal quarters due to the overall increase in moving
activity during the spring and summer months. The fourth fiscal quarter is
generally weakest, due to a greater potential for adverse weather conditions
and
other factors that are not necessarily seasonal. As a result, our operating
results for a quarterly period are not necessarily indicative of operating
results for an entire year.
We
obtain our rental trucks from alimited
number of manufacturers.
In
the
last ten years, we purchased most of our rental trucks from Ford Motor Company
and General Motors Corporation. Although we believe that we could obtain
alternative sources of supply for our rental trucks, termination of one or
both
of our relationships with these suppliers could have a material adverse effect
on our business, financial condition or results of operations for an indefinite
period of time or we may not be able to obtain rental trucks under similar
terms, if at all.
Our
property and casualty insurance business
has suffered extensive losses.
Since
January 2000, our property and casualty insurance business, RepWest, reported
losses totaling approximately $162.3 million. These losses are primarily
attributable to business lines that were unprofitable as underwritten. To
restore profitability in RepWest, we have exited all non U-Haul related lines.
Although we believe the terminated lines are adequately reserved, we cannot
assure you that there will not be future adverse loss development.
Our
life insurance business was downgraded by A.M. Best during
restructuring.
A.M.
Best
downgraded Oxford and its subsidiaries during the restructuring to C+. Upon
emergence from bankruptcy in March 2004, Oxford and its subsidiaries were
upgraded to B-. The ratings were again upgraded in October 2004 to B. In October
2005, A.M. Best upgraded Oxford and its subsidiaries to B+ with a stable
outlook. Prior to AMERCO’s restructuring, Oxford was rated B++. Financial
strength ratings are important external factors that can affect the success
of
Oxford’s business plans. Accordingly, if Oxford’s ratings, relative to its
competitors, do not continue to improve, Oxford may not be able to retain and
attract business as currently planned.
Our
notes
receivable from SAC Holdings.
At
December 31, 2005, we held approximately $203.7 million of notes due from
SAC Holdings, of which $75.1 million have been eliminated in the consolidating
financial statements. We have an economic exposure to SAC Holdings. SAC Holdings
is highly leveraged with significant indebtedness to others. We hold various
junior unsecured notes of SAC Holdings. If SAC Holdings is unable to meet its
obligations to its senior lenders, it could trigger a default on its obligations
to us. In such an event of default, we could suffer a loss to the extent the
value of the underlying collateral on our loans to SAC Holdings is inadequate
to
repay SAC Holdings senior lenders and us. We cannot assure you that SAC Holdings
will not default on its loans to its senior lenders or that the value of SAC
Holdings assets upon liquidation would be sufficient to repay us in
full.
We
face risks related to an SEC investigation and securities
litigation.
The
SEC
has issued a formal order of investigation to determine whether we have violated
the Federal Securities laws. Although we have cooperated with the SEC in this
matter and intend to continue to cooperate, the SEC may determine that we have
violated Federal Securities laws. We cannot predict when this investigation
will
be completed or its outcome. If the SEC makes a determination that we have
violated Federal Securities laws, we may face sanctions, including, but not
limited to, significant monetary penalties and injunctive relief.
In
addition, the Company has been named a defendant in a number of class action
and
related lawsuits. The findings and outcome of the SEC investigation may affect
the class-action lawsuits that are pending. We are generally obligated, to
the
extent permitted by law, to indemnify our directors and officers who are named
defendants in some of these lawsuits. We are unable to estimate what our
liability in these matters may be, and we may be required to pay judgments
or
settlements and incur expenses in aggregate amounts that could have a material
adverse effect on our financial condition or results of operations.
56
Item
3. Quantitative
and Qualitative Disclosures about Market Risk
We
are
exposed to financial market risks, including changes in interest rates and
currency exchange rates. To mitigate these risks, we may utilize derivative
financial instruments, among other strategies. We do not use derivative
financial instruments for speculative purposes.
Interest
rate risk
The
exposure to market risk for changes in interest rates relates primarily to
our
variable rate debt obligations. We have used interest rate swap agreements
to
provide for matching the gain or loss recognition on the hedging instrument
with
recognition of the changes in the cash flows associated with the hedged asset
or
liability attributable to the hedged risk or the earnings effect of the hedged
forecasted transaction. At December 31, 2005, the Company had two interest
rate
swap contracts for $100.0 million each that serve to partially offset the
changes in the variable interest rate of the Real Estate Loan. On May 13, 2004,
the Company entered into separate interest rate cap contracts for $200.0 million
of its variable rate debt obligations for a two year term and for $50.0 million
of its variable rate debt obligations for a three year term. On November 15,
2005 the Company entered into a forward starting interest rate swap contract
for
$142.3 million of a variable rate debt over a six year term, starting on May
10,
2006, in conjunction with the expiration of the $200.0 million interest rate
cap. At December 31, 2005, the Company had approximately $408.2 million of
variable debt obligations. A fluctuation in the interest rates of 100 basis
points would change interest expense for the Company by approximately $4.1
million annually (before consideration of the swap and cap
contracts).
Foreign
Currency Exchange Rate Risk
The
exposure to market risk for changes in foreign currency exchange rates relates
primarily to our Canadian business. Approximately 2.6% of our revenue in fiscal
2006 was generated in Canada. The result of a 10.0% change in the value of
the
U.S. dollar relative to the Canadian dollar would not be material. We typically
do not hedge any foreign currency risk since the exposure is not considered
material.
Attached
as exhibits to this Form 10-Q are certifications of AMERCO’s Chief Executive
Officer (CEO) and Chief Accounting Officer (CAO), which are required in
accordance with Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act
of
1934, as amended (the Exchange Act). This “Controls and Procedures” section
includes information concerning the controls and controls evaluation referred
to
in the certifications and it should be read in conjunction with the
certifications for a more complete understanding of the topics presented in
Evaluation of Disclosure Controls and Procedures.
We
conducted an evaluation (required pursuant to Rule 13-15(b) or 15d-15(b) of
the
Exchange Act) of the effectiveness of the design and operation of our
"disclosure controls and procedures" as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act (Disclosure Controls) as of the end of
the
period covered by this Form 10-Q. The controls evaluation was conducted under
the supervision and with the participation of management, including our CEO
and
CAO. Disclosure Controls are controls and procedures designed to reasonably
assure that information required to be disclosed in our reports filed under
the
Exchange Act, such as this Form 10-Q, are recorded, processed, summarized and
reported within the time periods specified in the U.S. Securities and Exchange
Commission's (SEC's) rules and forms. Disclosure Controls are also designed
to
reasonably assure that such information is accumulated and communicated to
our
management, including the CEO and CAO, as appropriate to allow timely decisions
regarding required disclosure. Our Disclosure Controls include components of
our
internal control over financial reporting which consists of control processes
designed to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements in accordance
with generally accepted accounting principles in the U.S. To the extent that
components of our internal control over financial reporting are included within
our Disclosure Controls, they are included in the scope of our quarterly
controls evaluation. Internal control over financial reporting is also
separately evaluated on an annual basis for purposes of providing the management
report which is set forth in our most recent Form 10-K.
57
The
evaluation of our Disclosure Controls included a review of the controls'
objectives and design, the Company's implementation of the controls and the
effect of the controls on the information generated for use in this Quarterly
Report.
In
the
course of the controls evaluation, we reviewed identified data errors, control
problems or acts of fraud and sought to confirm that appropriate corrective
actions, including process improvements, were being undertaken. This type of
evaluation is performed on a quarterly basis so that the conclusions of
management, including the CEO and CAO, concerning the effectiveness of the
Disclosure Controls can be reported in our periodic reports on Form 10-Q and
Form 10-K. Many of the components of our Disclosure Controls are also evaluated
on an ongoing basis by our Internal Audit Department and by other personnel
in
our Finance organization. The overall goals of these various evaluation
activities are to monitor our Disclosure Controls, and to modify them as
necessary. Our intent is to maintain the Disclosure Controls as dynamic systems
that change as conditions warrant.
Based
upon the controls evaluation, our CEO and CAO have concluded that, subject
to
the limitations noted in this Item 4, as of the end of the period covered by
this Form 10-Q, our Disclosure Controls were effective to provide reasonable
assurance that information required to be disclosed in our Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified by the SEC and that material information relating to AMERCO and its
consolidated entities is made known to management, including the CEO and CAO,
particularly during the period when our periodic reports are being
prepared.
Inherent
Limitations
on the Effectiveness of Controls
The
company's management, including the CEO and CAO, does not expect that our
Disclosure Controls or our internal control over financial reporting will
prevent or detect all error and all fraud. A control system, no matter how
well
designed and operated, can provide only reasonable, not absolute, assurance
that
the control system's objectives will be met. The design of a control system
must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is
based in part on certain assumptions about the likelihood of future events,
and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any evaluation
of
controls effectiveness to future periods are subject to risks. Over time,
controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with policies or procedures.
Changes
in Internal Control over Financial Reporting
During
the fiscal quarter covered by this report we made no change in our internal
control over financial reporting (as such term is defined in Rules 13a-15(f)
and
15d-15(f) under the Exchange Act) which materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
58
PART
II. OTHER INFORMATION
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
Item
3. Defaults upon Senior Securities
Not
applicable.
Item
4. Submission of Matters to a Vote of Security Holders
Item
5. Other Information
Not
applicable.
59
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
AMERCO
Date:
February 8, 2006
/s/
Edward J. Shoen
Edward
J.
Shoen
President
and Chairman of the Board
(Duly
Authorized Officer)
Date:
February 8, 2006
/s/
Jason A. Berg
Jason
A.
Berg
Chief
Accounting Officer
(Principal
Financial Officer)
U-HAUL
INTERNATIONAL, INC.
Date:
February 8, 2006
/s/
Edward J. Shoen
Edward
J.
Shoen
President
and Chairman of the Board
(Duly
Authorized Officer)
Date:
February 8, 2006
/s/
Robert T. Peterson
Robert
T.
Peterson
Chief
Financial Officer
(Principal
Financial Officer)
The
following documents are filed as part of this report:
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
2.1
|
Joint
Plan of Reorganization of AMERCO and Amerco Real Estate
Company
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed October 20,
2003, file no. 1-11255
|
2.2
|
Disclosure
Statement Concerning the Debtors’ Joint Plan of
Reorganization
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed October 20,
2003, file no. 1-11255
|
2.3
|
First
Amended Joint Plan of Reorganization of AMERCO and Amerco Real Estate
Company
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2003, file No. 1-11255
|
2.4
|
Disclosure
Statement Concerning the Debtor’s First Amended Joint Plan of
Reorganization
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2003, file No. 1-11255
|
3.1
|
Restated
Articles of Incorporation of AMERCO
|
Incorporated
by reference to AMERCO’s Registration Statement on form S-4 filed March
30, 2004, file number 1-11255
|
3.2
|
Restated
By-Laws of AMERCO
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, file No. 1-11255
|
3.3
|
Restated
Articles of Incorporation of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2003, file no. 1-11255
|
3.4
|
Bylaws
of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2003, file no. 1-11255
|
10.1
|
Credit
Agreement, dated November 10, 2005, among U-Haul Leasing & Sales Co.,
U-Haul Company of Arizona and U-Haul International, Inc. and Merrill
Lynch
Commercial Finance Corporation.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed November 17,
2005, file no. 1-11255
|
10.2
|
Property
Management Agreement between Subsidiaries of U-Haul and Five SAC
905, LLC.
dated September 23, 2005
|
Filed
herewith
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and
Chairman
of the Board of AMERCO and U-Haul International, Inc.
|
Filed
herewith
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Chief Accounting
Officer
of AMERCO
|
Filed
herewith
|
31.3
|
Rule
13a-14(a)/15d-14(a) Certification of Robert T. Peterson, Chief Financial
Officer of U-Haul International, Inc.
|
Filed
herewith
|
32.1
|
Certificate
of Edward J. Shoen, President and Chairman of the Board of AMERCO
and
U-Haul International, Inc. pursuant to Section 906 of the Sabanes-Oxley
Act of 2002
|
Furnished
herewith
|
32.2
|
Certificate
of Jason A. Berg, Chief Accounting Officer of AMERCO pursuant to
Section
906 of the Sabanes-Oxley Act of 2002
|
Furnished
herewith
|
32.3
|
Certificate
of Robert T. Peterson, Chief Financial Officer of
U-Haul
International, Inc. pursuant to Section 906 of the Sarbanes-Oxley
Act of
2002
|
Furnished
herewith
|