U-Haul Holding Co /NV/ - Quarter Report: 2005 June (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 June 30, 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 an accelerated filer (as defined
in Rule
12b-2 of the Exchange Act). Yes R
No
£
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 August 5, 2005.
5,385
shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at August 5, 2005.
TABLE
OF CONTENTS
Page
No.
|
||
PART
I FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements
|
|
a)Condensed
Consolidated Balance Sheets as of June 30, 2005 (unaudited) and
March 31,
2005
|
1
-
2
|
|
b)Condensed
Consolidated Statements of Operations for the Quarters ended June
30, 2005
and 2004 (unaudited)
|
3
|
|
c)Condensed
Consolidated Statements of Comprehensive Income for the Quarters
ended
June 30, 2005 and 2004 (unaudited)
|
4
|
|
d)Condensed
Consolidated Statements of Cash Flows for the Quarters ended June
30, 2005
and 2004 (unaudited)
|
5
-
6
|
|
e)Notes
to Condensed Consolidated Financial Statements
|
7
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
29
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
43
|
Item
4.
|
Controls
and Procedures
|
43
|
PART
II OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
45
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
45
|
Item
3.
|
Defaults
Upon Senior Securities
|
45
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
45
|
Item
5.
|
Other
Information
|
45
|
Item
6.
|
Exhibits
|
45
|
PART
I FINANCIAL INFORMATION
ITEM
1. Financial
Statements
AMERCO
AND CONSOLIDATED ENTITIES
June
30,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
229,498
|
$
|
55,955
|
|||
Trade
receivables, net
|
236,287
|
236,817
|
|||||
Notes
and mortgage receivables, net
|
2,495
|
1,965
|
|||||
Inventories,
net
|
65,904
|
63,658
|
|||||
Prepaid
expenses
|
20,690
|
19,874
|
|||||
Investments,
fixed maturities
|
643,638
|
635,178
|
|||||
Investments,
other
|
302,736
|
345,207
|
|||||
Deferred
policy acquisition costs, net
|
52,704
|
52,543
|
|||||
Other
assets
|
117,162
|
85,291
|
|||||
Related
party assets
|
266,452
|
252,666
|
|||||
1,937,566
|
1,749,154
|
||||||
Property,
plant and equipment, at cost:
|
|||||||
Land
|
152,129
|
151,145
|
|||||
Buildings
and improvements
|
686,744
|
686,225
|
|||||
Furniture
and equipment
|
267,809
|
265,216
|
|||||
Rental
trailers and other rental equipment
|
202,385
|
199,461
|
|||||
Rental
trucks
|
1,270,440
|
1,252,018
|
|||||
SAC
Holding II Corporation - property, plant and equipment
|
77,700
|
77,594
|
|||||
2,657,207
|
2,631,659
|
||||||
Less:
Accumulated depreciation
|
(1,276,685
|
)
|
(1,277,191
|
)
|
|||
Total
property, plant and equipment
|
1,380,522
|
1,354,468
|
|||||
Total
assets
|
$
|
3,318,088
|
$
|
3,103,622
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED BALANCE SHEETS (CONTINUED)
June
30,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except share and per share amounts)
|
|||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
232,489
|
$
|
206,763
|
|||
AMERCO's
notes and loans payable
|
953,922
|
780,008
|
|||||
SAC
Holding II Corporation notes and loans payable, non-recourse to
AMERCO
|
77,185
|
77,474
|
|||||
Policy
benefits and losses, claims and loss expenses payable
|
808,249
|
805,121
|
|||||
Liabilities
from investment contracts
|
491,473
|
503,838
|
|||||
Other
policyholders' funds and liabilities
|
15,873
|
29,642
|
|||||
Deferred
income
|
42,464
|
38,743
|
|||||
Deferred
income taxes
|
88,483
|
78,124
|
|||||
Related
party liabilities
|
10,771
|
11,070
|
|||||
Total
liabilities
|
2,720,909
|
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 June 30, 2005 and March 31, 2005 |
-
|
-
|
|||||
Series
B preferred stock, with no par value, 100,000 shares authorized;
none issued
and outstanding as of
June
30
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
June
30, 2005 and March 31, 2005
|
929
|
929
|
|||||
Common
stock of $0.25 par value, 150,000,000 shares authorized; 38,269,518
issued as of June 30, 2005 and March 31, 2005
|
9,568
|
9,568
|
|||||
Additional
paid-in-capital
|
350,344
|
350,344
|
|||||
Accumulated
other comprehensive loss
|
(38,580
|
)
|
(30,661
|
)
|
|||
Retained
earnings
|
703,463
|
671,642
|
|||||
Cost
of common shares in treasury, net (20,701,096 shares as of June
30, 2005 and March 31, 2005)
|
(418,092
|
)
|
(418,092
|
)
|
|||
Unearned
employee stock ownership plan shares
|
(10,453
|
)
|
(10,891
|
)
|
|||
Total
stockholders' equity
|
597,179
|
572,839
|
|||||
Total
liabilities and stockholders' equity
|
$
|
3,318,088
|
$
|
3,103,622
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
Quarter
Ended June 30,
|
||||||||||
2005
|
2004
|
|||||||||
(Unaudited)
|
||||||||||
(In
thousands, except share and per share amounts)
|
||||||||||
Revenues:
|
||||||||||
Self-moving
equipment rentals
|
$
|
401,260
|
$
|
389,742
|
||||||
Self-storage
revenues
|
28,768
|
30,575
|
||||||||
Self-moving
and self-storage products and service sales
|
66,563
|
61,364
|
||||||||
Property
management fees
|
4,440
|
2,982
|
||||||||
Life
insurance premiums
|
29,589
|
33,259
|
||||||||
Property
and casualty insurance premiums
|
4,824
|
9,802
|
||||||||
Net
investment and interest income
|
13,714
|
17,576
|
||||||||
Other
revenue
|
10,300
|
7,645
|
||||||||
Total
revenues
|
559,458
|
552,945
|
||||||||
Costs
and expenses:
|
||||||||||
Operating
expenses
|
266,792
|
271,911
|
||||||||
Commission
expenses
|
48,018
|
46,913
|
||||||||
Cost
of sales
|
31,044
|
27,740
|
||||||||
Benefits
and losses
|
27,314
|
36,671
|
||||||||
Amortization
of deferred policy acquisition costs
|
6,198
|
9,958
|
||||||||
Lease
expense
|
33,295
|
40,535
|
||||||||
Depreciation,
net
|
34,237
|
28,029
|
||||||||
Total
costs and expenses
|
446,898
|
461,757
|
||||||||
Earnings
from operations
|
112,560
|
91,188
|
||||||||
Interest
expense
|
19,636
|
19,004
|
||||||||
Fees
on early extinguishment of debt
|
35,627
|
-
|
||||||||
Pretax
earnings
|
57,297
|
72,184
|
||||||||
Income
tax expense
|
(22,235
|
)
|
(27,765
|
)
|
||||||
Net
earnings
|
35,062
|
44,419
|
||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
(3,241
|
)
|
||||||
Earnings
available to common shareholders
|
$
|
31,821
|
$
|
41,178
|
||||||
Basic
and diluted earnings per common share
|
$
|
1.53
|
$
|
1.98
|
||||||
Weighted
average common shares outstanding:
|
||||||||||
Basic
and diluted
|
20,836,458
|
20,788,074
|
||||||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Quarter
Ended June 30,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Comprehensive
income:
|
|||||||
Net
earnings
|
$
|
35,062
|
$
|
44,419
|
|||
Other
comprehensive income(loss), net of tax:
|
|||||||
Foreign
currency translation
|
(1,970
|
)
|
(2,227
|
)
|
|||
Fair
market value of cash flow hedges
|
(409
|
)
|
-
|
||||
Unrealized
gain (loss) on investments
|
(5,540
|
)
|
2,943
|
||||
Total
comprehensive income
|
$
|
27,143
|
$
|
45,135
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter
Ended June 30,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Cash
flow from operating activities:
|
|||||||
Net
earnings
|
$
|
35,062
|
$
|
44,419
|
|||
Depreciation
|
30,925
|
28,382
|
|||||
Amortization
of deferred policy acquisition costs
|
6,677
|
10,428
|
|||||
Provision
for losses on accounts receivable
|
(601
|
)
|
-
|
||||
Net
(gain) loss on sale of real and personal property
|
3,312
|
(353
|
)
|
||||
Net
(gain) loss on sale of investments
|
(1,453
|
)
|
(174
|
)
|
|||
Deferred
income taxes
|
12,788
|
29,644
|
|||||
Net
change in other operating assets and liabilities
|
|||||||
Trade
receivables
|
(2,287
|
)
|
19,412
|
||||
Inventories
|
(2,246
|
)
|
(1,217
|
)
|
|||
Prepaid
expenses
|
(816
|
)
|
(8,703
|
)
|
|||
Capitalization
of deferred policy acquisition costs
|
(2,508
|
)
|
(3,603
|
)
|
|||
Other
assets
|
(29,461
|
)
|
(37,032
|
)
|
|||
Related
party assets
|
(13,813
|
)
|
(12,235
|
)
|
|||
Accounts
payable and accrued expenses
|
24,139
|
23,116
|
|||||
Policy
benefits and losses, claims and loss expenses payable
|
2,907
|
(32,059
|
)
|
||||
Other
policyholder's funds and liabilities
|
(13,528
|
)
|
1,167
|
||||
Deferred
income
|
3,721
|
1,332
|
|||||
Related
party liabilities
|
(1,119
|
)
|
72
|
||||
Net
cash provided by operating activities
|
51,699
|
62,596
|
|||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Quarter
Ended June 30,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Cash
flows from investing activities:
|
|||||||
Purchases
of:
|
|||||||
Property,
plant and equipment
|
$
|
(75,437
|
)
|
$
|
(62,304
|
)
|
|
Short
term investments
|
(55,390
|
)
|
(58,348
|
)
|
|||
Fixed
maturities investments
|
(84,217
|
)
|
(36,206
|
)
|
|||
Mortgage
loans
|
(1,250
|
)
|
-
|
||||
Proceeds
from sale of:
|
|||||||
Property,
plant and equipment
|
15,145
|
184,219
|
|||||
Short
term investments
|
94,728
|
56,777
|
|||||
Fixed
maturities investments
|
60,793
|
39,093
|
|||||
Equity
securities
|
5,759
|
37
|
|||||
Preferred
stock
|
417
|
1,497
|
|||||
Other
asset investments, net
|
872
|
17,219
|
|||||
Real
estate
|
693
|
1,880
|
|||||
Mortgage
loans
|
3,034
|
1,169
|
|||||
Notes
and mortgage receivables
|
71
|
31
|
|||||
Net
cash provided (used) by investing activities
|
(34,782
|
)
|
145,064
|
||||
Cash
flows from financing activities:
|
|||||||
Borrowings
from credit facilities
|
1,034,188
|
14,280
|
|||||
Principal
repayments on credit facilities
|
(860,563
|
)
|
(115,417
|
)
|
|||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
438
|
428
|
|||||
Payoff
of capital leases
|
-
|
(99,607
|
)
|
||||
Preferred
stock dividends paid
|
(3,241
|
)
|
(6,482
|
)
|
|||
Investment
contract deposits
|
5,670
|
6,923
|
|||||
Investment
contract withdrawals
|
(17,896
|
)
|
(33,943
|
)
|
|||
Net
cash provided (used) by financing activities
|
158,596
|
(233,818
|
)
|
||||
Effect
of exchange rate on cash
|
(1,970
|
)
|
(2,228
|
)
|
|||
Increase
(decrease) in cash equivalents
|
173,543
|
(28,386
|
)
|
||||
Cash
and cash equivalents at the beginning of period
|
55,955
|
81,557
|
|||||
Cash
and cash equivalents at the end of period
|
$
|
229,498
|
$
|
53,171
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2005, June 30, 2004 (Unaudited) and March 31, 2005
1. Basis
of Presentation
The
first
fiscal quarter for AMERCO ends the 30th
of June
for each year that is referenced. Our insurance company subsidiaries have
a
first quarter that ends on the 31st
of March
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,
respectively.
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 first quarter 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 June 30, 2005 and the related
condensed consolidated statements of operations, comprehensive income, and
cash
flows for the first quarters of 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.
Inter-company
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.
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 International, Inc and Amerco
Real
Estate Company 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; credit life and disability; ordinary life; group
life
and disability coverage; and Medicare supplement insurance. Oxford also
administers the self-insured employee health and dental plans for 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
acts as independent U-Haul rental equipment dealers. AMERCO 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
minus
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 June 30,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
Basic
and diluted earnings per common share
|
$
|
1.53
|
$
|
1.98
|
|||
Weighted
average common share outstanding:
|
|||||||
Basic
and diluted
|
20,836,458
|
20,788,074
|
|||||
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
as of June 30, 2005 and June 30, 2004, respectively.
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
On
June
8, 2005, the Company repaid all of its outstanding debt including related
accrued and unpaid interest and early termination fees.
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
On
June
8, 2005 and June 28, 2005, Amerco Real Estate Company and its subsidiaries
and
various subsidiaries of U-Haul International, Inc. entered into new Credit
Agreements, thereby increasing borrowing capacity by more than $195.0 million
and reducing the cost of borrowing in comparison to the previous loans. U-Haul
International, Inc. is a Guarantor for certain obligations under the new
credit
facilities.
Long-term
debt at June 30, 2005 and March 31, 2005 was as follows:
June
30,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
U-Haul
Co. of Canada Mortgage Securities 5.75%, due 2015
|
$
|
8,922
|
$
|
-
|
|||
Senior
mortgages, secured, 5.7%, due 2015
|
240,000
|
-
|
|||||
Senior
mortgages, secured, 5.5%, due 2015
|
240,000
|
-
|
|||||
Real
estate backed loans, due 2010
|
465,000
|
-
|
|||||
Revolving
credit facility, senior secured first lien
|
-
|
84,862
|
|||||
Senior
amortizing notes, secured, first lien, due 2009
|
-
|
346,500
|
|||||
Senior
notes, secured second lien, 9.0% interest rate, due 2009
|
-
|
200,000
|
|||||
Senior
subordinated notes, secured, 12.0% interest rate, due 2011
|
-
|
148,646
|
|||||
Total
AMERCO notes and loans payable
|
$
|
953,922
|
$
|
780,008
|
|||
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 $480.0 million and are
due
2015.
The
Senior Mortgages require average monthly principal and interest payments
of $5.1
million with the unpaid loan balance and accrued and unpaid interest due
at
maturity, which is July 2015. The Senior Mortgages are secured by certain
properties owned by the borrowers.
The
interest rates, per the provisions of the Senior Mortgages, are 5.7% per
annum
for the Merrill Lynch Mortgage Lending Agreement and 5.5% 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. We are in compliance with the covenants.
Real
Estate Backed Loan
Amerco
Real Estate Company and its subsidiaries, and U-Haul Company of Florida are
borrowers under a Real Estate Backed Loan. The Lender is Merrill Lynch
Commercial Finance Corporation. The Real Estate Backed Loan is in the amount
of
$465.0 million and is due June 10, 2010. U-Haul International, Inc. is a
Guarantor of this loan.
The
Real
Estate Backed Loan requires monthly principal and interest payments, with
the
unpaid loan balance and accrued and unpaid interest due at maturity. We have
the
right to extend the maturity twice, for up to one year each time. The Real
Estate Backed Loan is secured by various properties owned by the
borrowers.
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
The
interest rate is the applicable London Inter-Bank Offer Rate (“LIBOR”) plus the
applicable margin. At June 30, 2005 the applicable LIBOR was 3.2% and the
applicable margin was 2.7%, the sum of which was 5.9%. The applicable margin
ranges from 2.0% to 2.8% 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 12 months of Combined Net Operating Income (“NOI”), as that term is
defined in the Loan Agreement.
The
default provisions of the Real Estate Backed Loan include non-payment of
principal or interest and other standard covenants. There are limited
restrictions regarding our use of the funds. We are in compliance with the
covenants.
U-Haul
Company of Canada Mortgage Securities
U-Haul
Company of Canada is the borrower under a mortgage backed loan. The lender
is
Merrill Lynch and the loan is in the amount of $8.9 million ($11.4 million
in
Canadian currency). The loan was entered into on June 29, 2005 at a rate
of
5.75%. It has a 25 year amortization with a maturity of July 1, 2015. We
are in
compliance with the covenants.
W.P.
Carey Transactions
In
1999,
AMERCO, U-Haul International, Inc. and Amerco 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. As a result, 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 20 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
terms of the W. P. Carey Transactions provide for us to be reimbursed for
capital improvements we previously made to the properties, subject to
conditions, which we expect will occur over a period of approximately 18
months
following the closing.
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.
U-Haul’s
annual lease payments under the new lease are approximately $10.0 million
per
year, with 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 $5.0 million security
deposit and an earn-out deposit of $22.9 million. We believe that U-Haul
has met
the requirements under the lease and the earn-out deposit should be
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 first quarter of fiscal 2006, U-Haul
earned $0.4 million in management fees from Mercury.
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Annual
Maturities of AMERCO Notes and Loans Payable
The
annual maturity of AMERCO’s long-term debt as of June 30, 2005 for the next five
years and thereafter is as follows:
Year
Ending June 30,
|
|||||||||||||||||||
2006
|
2007
|
2008
|
2009
|
2010
|
Thereafter
|
||||||||||||||
(Unaudited)
|
|||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Notes
payable, secured
|
$
|
38,118
|
$
|
39,316
|
$
|
39,866
|
$
|
40,450
|
$
|
115,649
|
$
|
680,523
|
|||||||
SAC
Holding II Corporation Notes and Loans Payable to Third
Parties
SAC
Holding II entities notes and loans payable consisted of the
following:
June
30,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Notes
payable, secured, 7.9% interest rate, due 2027
|
$
|
77,185
|
$
|
77,474
|
|||
4.
Interest on Borrowings
Interest
expense was as follows:
Quarter
Ended June 30,
|
|||||||
2005
|
2004
|
||||||
(unaudited)
|
|||||||
(In
thousands)
|
|||||||
Interest
expense
|
$
|
17,842
|
$
|
16,609
|
|||
Capitalized
interest
|
(44
|
)
|
(45
|
)
|
|||
Amortization
of transaction costs
|
14,384
|
733
|
|||||
Interest
expense resulting from interest rate caps
|
301
|
147
|
|||||
Fees
on early extinguishment of debt
|
21,243
|
-
|
|||||
Total
AMERCO interest expense
|
53,726
|
17,444
|
|||||
SAC
Holding II interest expense
|
3,130
|
3,263
|
|||||
Less:
Intercompany transactions
|
1,593
|
1,703
|
|||||
Total
SAC Holding II interest expense
|
1,537
|
1,560
|
|||||
Total
|
$
|
55,263
|
$
|
19,004
|
|||
Interest
paid in cash by AMERCO (excluding any fees from the early extinguishment
of
debt) amounted to $17.9 million and $15.4 million for the first quarters
of
fiscal 2006 and fiscal 2005, respectively.
The
costs
associated with the early extinguishment of debt include $21.2 million of
fees
and $14.4 million of transaction cost amortization related to the retired
debt.
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Interest
Rates
Interest
rates and company borrowings were as follows:
Revolving
Credit Activity
|
|||||||
Quarter
Ended June 30,
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except interest rates)
|
|||||||
Weighted
average interest rate
|
6.64
|
%
|
5.37
|
%
|
|||
Interest
rate at the end of the quarter
|
N/A
|
5.33
|
%
|
||||
Maximum
amount outstanding
|
$
|
158,012
|
$
|
164,575
|
|||
Average
amount outstanding prior to the June 8, 2005 refinancing
|
$
|
124,186
|
$
|
115,728
|
|||
On
June
29, 2005 the Company entered into a new revolving credit facility with Merrill
Lynch Commercial Finance Corporation. The facility has a $150 million maximum
amount available with an interest rate of LIBOR plus 1.75%. As of June 30,
2005
the Company had not drawn on this revolving credit facility.
5.
Comprehensive Income
The
components of accumulated other comprehensive loss, net of tax, were as
follows:
June
30,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(unaudited)
|
|||||||
(In
thousands)
|
|||||||
Accumulated
foreign currency translation
|
$
|
(35,314
|
)
|
$
|
(33,344
|
)
|
|
Accumulated
unrealized gain (loss) on investments
|
(2,904
|
)
|
2,636
|
||||
Accumulated
fair market value of cash flow hedge
|
(362
|
)
|
47
|
||||
$
|
(38,580
|
)
|
$
|
(30,661
|
)
|
||
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
|
||||||||||
(Unaudited)
|
|||||||||||||
(In
thousands)
|
|||||||||||||
Balance
at March 31, 2005
|
$
|
(33,344
|
)
|
$
|
2,636
|
$
|
47
|
$
|
(30,661
|
)
|
|||
Foreign
currency translation - U-Haul
|
(1,970
|
)
|
-
|
-
|
(1,970
|
)
|
|||||||
Change
in fair value of cash flow hedge
|
-
|
-
|
(409
|
)
|
(409
|
)
|
|||||||
Unrealized
loss on investments
|
-
|
(5,540
|
)
|
-
|
(5,540
|
)
|
|||||||
Balance
at June 30, 2005
|
$
|
(35,314
|
)
|
$
|
(2,904
|
)
|
$
|
(362
|
)
|
$
|
(38,580
|
)
|
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
6.
Contingent Liabilities and Commitments
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. At June 30, 2005, AMERCO has guaranteed $157.7 million of residual
values for these assets at the end of the respective lease terms. Certain
leases
contain renewal and fair market value purchase options as well as mileage
and
other restrictions. 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 equipment
since 1987 and has experienced no material losses related to these types
of
residual rate guarantees.
Lease
commitments for leases having terms of more than one year as of June 30,
2005,
were as follows:
Property
Plant
and
Equipment
|
Rental
Equipment
|
Total
|
||||||||
(Unaudited)
|
||||||||||
(in
thousands)
|
||||||||||
Year-ended
June 30,:
|
||||||||||
2006
|
$
|
12,154
|
$
|
78,331
|
$
|
90,485
|
||||
2007
|
11,367
|
89,551
|
100,918
|
|||||||
2008
|
11,235
|
56,326
|
67,561
|
|||||||
2009
|
10,921
|
40,771
|
51,692
|
|||||||
2010
|
10,515
|
32,222
|
42,737
|
|||||||
Thereafter
|
45,544
|
27,529
|
73,073
|
|||||||
Total
|
$
|
101,736
|
$
|
324,730
|
$
|
426,466
|
||||
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 in prior 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 filed a Notice of Appeal to the Nevada Supreme Court and the Court
has set an oral argument for September 12, 2005.
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
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 thereunder, 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 the 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 States District Court, District
of
Arizona. Defendants have filed motions to dismiss and will defend the case
vigorously.
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 provided testimony from all requested witnesses to the SEC. The Company
is
cooperating with the SEC and is facilitating the expeditious review of its
financial statements and any other issues that may arise. 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.
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 litigation and claims arising
out of
the normal course of business. In managements opinion none of these 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.
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
During
the
first quarter of fiscal 2006, a subsidiary of the Company held various 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 $4.9 million,
from
SAC Holdings during the first quarter of fiscal 2006. The largest aggregate
amount of notes receivable outstanding during the first quarter of fiscal
2006
and the aggregate notes receivable balance at June 30, 2005 was
$203.7 million. Of this amount, $75.1 million is with SAC Holding
II
Corporation and eliminates in consolidation.
Interest
accrues on the outstanding principal balance of junior notes of SAC Holding
II
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” 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 and all amounts so deferred bear the stated
rate of basic interest until maturity of the junior note. For the note with
SAC
Holding II Corporation and for certain notes with specified subsidiaries
of SAC
Holding Corporation, 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. In addition,
subject to certain contingencies, the note with SAC Holding II Corporation
and
certain notes with SAC Holding Corporation provide that the holder of the
note
is entitled to participate in any appreciation realized upon, among other
things, the sale of certain properties by SAC Holdings.
The
Company currently manages the self-storage properties owned by SAC Holdings,
Mercury, 4 SAC, 5 SAC and 19 SAC pursuant to a standard form of management
agreement, under which the Company receives a management fee between 4.0%
and
6.0% of the gross receipts. The Company received management fees of $4.0
million
during the first quarter of fiscal 2006. This management fee is consistent
with
the fees received for other properties the Company manages for third parties.
RepWest
and Oxford currently hold a combined 46.0% 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
1.0% interest. Another SAC Holdings subsidiary owns the remaining 53.0% 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 Investment, other 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.
During
the first quarters of fiscal 2006 and 2005, the Company leased space for
marketing company offices, vehicle repair shops and hitch installation centers
owned by subsidiaries of SAC Holdings, 4 SAC, 5 SAC and 19 SAC. Total lease
payments pursuant to such leases were $0.7 million
and $0.6 million during the first quarters of fiscal 2006 and 2005,
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
June
30, 2005, subsidiaries of SAC Holdings, 4 SAC, 5 SAC and 19 SAC acted as
U-Haul
independent dealers. The financial and other terms of the dealership contracts
with subsidiaries of SAC Holdings are substantially identical to the terms
of
those with the Company’s other independent dealers. During the first quarters of
fiscal 2006 and 2005, the Company paid the above mentioned entities
$9.3 million
and $8.9 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).
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Management
believes that its sales of self-storage properties to SAC Holdings has provided
a unique structure for the Company to earn management fee income from the
SAC
Holdings self-storage properties that 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 1,200 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 first quarters of fiscal 2006 and 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 certain SAC
Holdings entities. 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 debt covenants by Private Mini, AMERCO assumed 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 and received 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 guarantee was
terminated.
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Related
Party Receivables
June
30,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
PMSR
Receivables and Interest
|
$
|
79,878
|
$
|
70,887
|
|||
Oxford
note receivable from SAC Holding Corporation
|
5,040
|
5,040
|
|||||
U-Haul
notes receivable from SAC Holding Corporation
|
123,578
|
123,578
|
|||||
U-Haul
interest receivable from SAC Holding Corporation
|
36,818
|
35,960
|
|||||
U-Haul
receivable from SAC Holding Corporation
|
1,852
|
1,028
|
|||||
SAC
Holding II receivable from parent
|
2,202
|
2,202
|
|||||
U-Haul
receivable from Mercury
|
5,805
|
2,185
|
|||||
Oxford
and RepWest investment in Securespace
|
11,279
|
11,225
|
|||||
Other
|
-
|
561
|
|||||
$
|
266,452
|
$
|
252,666
|
||||
Related
Party Liabilities
June
30,
|
March
31,
|
||||||
2005
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
SAC
Holding II Corporation receivable from affiliate
|
$
|
10,771
|
$
|
11,070
|
|||
$
|
10,771
|
$
|
11,070
|
||||
9.
Consolidating Financial Information by Industry Segment
AMERCO
has four reportable segments. Our segments are Moving and Storage Operations
(AMERCO, U-Haul and Real Estate), 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 June 30, 2005 and March
31,
2005 and the related condensed consolidating statements of earnings and
condensed consolidating cash flow statements for the first quarters of fiscal
2006 and 2005 for:
(a)
|
Moving
and Storage Operations, comprised of AMERCO, U-Haul, and Amerco
Real
Estate Company and each of their respective
subsidiaries;
|
(b)
|
RepWest
and its subsidiary
|
(c)
|
Oxford
and its subsidiaries
|
(d)
|
SAC
Holding II
|
The
information includes elimination entries necessary to consolidate AMERCO,
the
parent, with its subsidiaries.
Investments
in subsidiaries are accounted for by the parent using the equity method of
accounting.
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating
balance sheets by industry segment as of June 30, 2005 are as
follows:
Moving
and Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
and Storage
Consolidated
|
Property
and Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||||||||||||
Cash
and cash
equivalents
|
$
|
3
|
$
|
214,117
|
$
|
448
|
$
|
-
|
$
|
214,568
|
$
|
6,959
|
$
|
7,184
|
$
|
-
|
$
|
228,711
|
$
|
787
|
$
|
-
|
$
|
229,498
|
||||||||||||||||||||||
Trade
receivables,
net
|
-
|
17,303
|
27
|
-
|
17,330
|
205,398
|
13,559
|
-
|
236,287
|
-
|
-
|
236,287
|
||||||||||||||||||||||||||||||||||
Notes
and mortgage receivables,
net
|
-
|
1,568
|
927
|
-
|
2,495
|
-
|
-
|
-
|
2,495
|
-
|
-
|
2,495
|
||||||||||||||||||||||||||||||||||
Inventories,
net
|
-
|
64,490
|
-
|
-
|
64,490
|
-
|
-
|
-
|
64,490
|
1,414
|
-
|
65,904
|
||||||||||||||||||||||||||||||||||
Prepaid
expenses
|
2,059
|
18,563
|
-
|
-
|
20,622
|
-
|
-
|
-
|
20,622
|
68
|
-
|
20,690
|
||||||||||||||||||||||||||||||||||
Investments,
fixed
maturities
|
-
|
-
|
-
|
-
|
-
|
85,697
|
557,941
|
-
|
643,638
|
-
|
-
|
643,638
|
||||||||||||||||||||||||||||||||||
Investments,
other
|
-
|
64
|
8,056
|
-
|
8,120
|
156,300
|
138,316
|
-
|
302,736
|
-
|
-
|
302,736
|
||||||||||||||||||||||||||||||||||
Deferred
policy acquisition
costs, net
|
-
|
-
|
-
|
-
|
-
|
1,249
|
51,455
|
-
|
52,704
|
-
|
-
|
52,704
|
||||||||||||||||||||||||||||||||||
Other
assets
|
238
|
70,773
|
36,889
|
-
|
107,900
|
3,481
|
1,135
|
-
|
112,516
|
4,646
|
-
|
117,162
|
||||||||||||||||||||||||||||||||||
Related
party
assets
|
480,719
|
461,694
|
736,178
|
(1,328,487
|
)
|
(d
|
)
|
350,104
|
54,815
|
32,135
|
(91,322
|
)
|
(d
|
)
|
345,732
|
2,202
|
(81,482
|
)
|
(d
|
)
|
266,452
|
|||||||||||||||||||||||||
483,019
|
848,572
|
782,525
|
(1,328,487
|
)
|
785,629
|
513,899
|
801,725
|
(91,322
|
)
|
2,009,931
|
9,117
|
(81,482
|
)
|
1,937,566
|
||||||||||||||||||||||||||||||||
Investment
in
Subsidiaries
|
1,293,854
|
-
|
-
|
(1,026,096
|
)
|
(c
|
)
|
267,758
|
-
|
-
|
(267,758
|
)
|
(c
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Investment
in SAC Holding
II
|
(14,099
|
)
|
-
|
-
|
-
|
(14,099
|
)
|
-
|
-
|
-
|
(14,099
|
)
|
-
|
14,099
|
(c
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
investment in subsidiaries
and
SAC Holding II |
1,279,755
|
-
|
-
|
(1,026,096
|
)
|
253,659
|
-
|
-
|
(267,758
|
)
|
(14,099
|
)
|
-
|
14,099
|
-
|
|||||||||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||||||||||
Land
|
-
|
21,131
|
130,998
|
-
|
152,129
|
-
|
-
|
-
|
152,129
|
-
|
-
|
152,129
|
||||||||||||||||||||||||||||||||||
Buildings
and
improvements
|
-
|
85,583
|
601,161
|
-
|
686,744
|
-
|
-
|
-
|
686,744
|
-
|
-
|
686,744
|
||||||||||||||||||||||||||||||||||
Furniture
and
equipment
|
292
|
249,793
|
17,724
|
-
|
267,809
|
-
|
-
|
-
|
267,809
|
-
|
-
|
267,809
|
||||||||||||||||||||||||||||||||||
Rental
trailers and other rental
equipment
|
-
|
202,385
|
-
|
-
|
202,385
|
-
|
-
|
-
|
202,385
|
-
|
-
|
202,385
|
||||||||||||||||||||||||||||||||||
Rental
trucks
|
-
|
1,270,440
|
-
|
-
|
1,270,440
|
-
|
-
|
-
|
1,270,440
|
-
|
-
|
1,270,440
|
||||||||||||||||||||||||||||||||||
SAC
Holding II - property, plant
and equipment (b)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
151,912
|
(74,212
|
)
|
(e
|
)
|
77,700
|
|||||||||||||||||||||||||||||||
292
|
1,829,332
|
749,883
|
-
|
2,579,507
|
-
|
-
|
-
|
2,579,507
|
151,912
|
(74,212
|
)
|
2,657,207
|
||||||||||||||||||||||||||||||||||
Less:
Accumulated depreciation
|
(263
|
)
|
(1,005,397
|
)
|
(272,114
|
)
|
-
|
(1,277,774
|
)
|
-
|
-
|
-
|
(1,277,774
|
)
|
(8,155
|
)
|
9,244
|
(e
|
)
|
(1,276,685
|
)
|
|||||||||||||||||||||||||
Total
property, plant and
equipment
|
29
|
823,935
|
477,769
|
-
|
1,301,733
|
-
|
-
|
-
|
1,301,733
|
143,757
|
(64,968
|
)
|
1,380,522
|
|||||||||||||||||||||||||||||||||
Total
assets
|
$
|
1,762,803
|
$
|
1,672,507
|
$
|
1,260,294
|
$
|
(2,354,583
|
)
|
$
|
2,341,021
|
$
|
513,899
|
$
|
801,725
|
$
|
(359,080
|
)
|
$
|
3,297,565
|
$
|
152,874
|
$
|
(132,351
|
)
|
$
|
3,318,088
|
|||||||||||||||||||
(a)
Balances as of March 31, 2005
(b)
Included in this caption is land of $57,169, buildings and improvements of
$94,471, and furniture and equipment of $272
(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
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating
balance sheets by industry segment as of June 30, 2005 are as follows
(continued):
Moving
and Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
and Storage
Consolidated
|
Property
and Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued
expenses
|
$
|
18,708
|
$
|
206,831
|
$
|
4,037
|
$
|
-
|
$
|
229,576
|
$
|
-
|
$
|
1,503
|
$
|
-
|
$
|
231,079
|
$
|
1,410
|
$
|
-
|
$
|
232,489
|
||||||||||||||||||||||
AMERCO's
notes and loans
payable
|
-
|
49,557
|
904,365
|
-
|
953,922
|
-
|
-
|
-
|
953,922
|
-
|
-
|
953,922
|
||||||||||||||||||||||||||||||||||
SAC
Holding II Corporation notes
and loans,
payable,
non-recourse to
AMERCO
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
77,185
|
-
|
77,185
|
||||||||||||||||||||||||||||||||||
Policy
benefits and losses,
claims and loss
expenses payable |
-
|
267,727
|
-
|
-
|
267,727
|
379,652
|
160,870
|
-
|
808,249
|
-
|
-
|
808,249
|
||||||||||||||||||||||||||||||||||
Liabilities
from investment
contracts
|
-
|
-
|
-
|
-
|
-
|
-
|
491,473
|
-
|
491,473
|
-
|
-
|
491,473
|
||||||||||||||||||||||||||||||||||
Other
policyholders' funds and
liabilities
|
-
|
-
|
-
|
-
|
-
|
5,192
|
10,681
|
-
|
15,873
|
-
|
-
|
15,873
|
||||||||||||||||||||||||||||||||||
Deferred
income
|
-
|
15,299
|
2
|
-
|
15,301
|
12,143
|
14,279
|
-
|
41,723
|
741
|
-
|
42,464
|
||||||||||||||||||||||||||||||||||
Deferred
income
taxes
|
169,258
|
-
|
-
|
-
|
169,258
|
(46,874
|
)
|
(2,142
|
)
|
-
|
120,242
|
(4,616
|
)
|
(27,143
|
)
|
(d
|
)
|
88,483
|
||||||||||||||||||||||||||||
Related
party
liabilities
|
929,380
|
374,426
|
94,914
|
(1,328,487
|
)
|
(c
|
)
|
70,233
|
8,812
|
12,277
|
(91,322
|
)
|
(c
|
)
|
-
|
92,253
|
(81,482
|
)
|
(c
|
)
|
10,771
|
|||||||||||||||||||||||||
Total
liabilities
|
1,117,346
|
913,840
|
1,003,318
|
(1,328,487
|
)
|
1,706,017
|
358,925
|
688,941
|
(91,322
|
)
|
2,662,561
|
166,973
|
(108,625
|
)
|
2,720,909
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
\
|
|||||||||||||||||||||||||||||||||||
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)
|
(38,580
|
)
|
(35,314
|
)
|
-
|
35,314
|
(b
|
)
|
(38,580
|
)
|
1,692
|
(4,596
|
)
|
2,904
|
(b
|
)
|
(38,580
|
)
|
-
|
-
|
(38,580
|
)
|
||||||||||||||||||||||||
Retained
earnings
|
695,217
|
682,664
|
109,494
|
(792,158
|
)
|
(b
|
)
|
695,217
|
80,060
|
98,445
|
(178,505
|
)
|
(b
|
)
|
695,217
|
(14,099
|
)
|
22,345
|
(b,d
|
)
|
703,463
|
|||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
(418,092
|
)
|
||||||||||||||||||||||||||||||
Unearned
employee stock ownership plan shares
|
-
|
(10,453
|
)
|
-
|
-
|
(10,453
|
)
|
-
|
-
|
-
|
(10,453
|
)
|
-
|
-
|
(10,453
|
)
|
||||||||||||||||||||||||||||||
Total
stockholders' equity
|
645,457
|
758,667
|
256,976
|
(1,026,096
|
)
|
635,004
|
154,974
|
112,784
|
(267,758
|
)
|
635,004
|
(14,099
|
)
|
(23,726
|
)
|
597,179
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$
|
1,762,803
|
$
|
1,672,507
|
$
|
1,260,294
|
$
|
(2,354,583
|
)
|
$
|
2,341,021
|
$
|
513,899
|
$
|
801,725
|
$
|
(359,080
|
)
|
$
|
3,297,565
|
$
|
152,874
|
$
|
(132,351
|
)
|
$
|
3,318,088
|
|||||||||||||||||||
(a)
Balances as of March 31, 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
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
and Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
and Storage
Consolidated
|
Property
and 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
|
||||||||||||||||||||||
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
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
and Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
and Storage
Consolidated
|
Property
and 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
|
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
|
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
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating
statement of operations by industry segment for the quarter ended June 30,
2005
are as follows:
Moving
and Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
and Storage
Consolidated
|
Property
and Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment
rentals
|
$
|
-
|
$
|
401,260
|
$
|
-
|
$
|
-
|
$
|
401,260
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
401,260
|
$
|
2,488
|
$
|
(2,488
|
)
|
(b
|
)
|
$
|
401,260
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
23,793
|
455
|
-
|
24,248
|
-
|
-
|
-
|
24,248
|
4,520
|
-
|
28,768
|
||||||||||||||||||||||||||||||||||
Self-moving
&
self-storage
products & service sales
|
-
|
61,798
|
-
|
-
|
61,798
|
-
|
-
|
-
|
61,798
|
4,765
|
-
|
66,563
|
||||||||||||||||||||||||||||||||||
Property
management
fees
|
-
|
5,168
|
-
|
-
|
5,168
|
-
|
-
|
-
|
5,168
|
-
|
(728
|
)
|
(g
|
)
|
4,440
|
|||||||||||||||||||||||||||||||
Life
insurance
premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
29,966
|
(377
|
)
|
(c
|
)
|
29,589
|
-
|
-
|
29,589
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance
premiums
|
-
|
-
|
-
|
-
|
-
|
4,824
|
-
|
-
|
4,824
|
-
|
-
|
4,824
|
||||||||||||||||||||||||||||||||||
Net
investment and interest
income
|
1,412
|
4,738
|
4
|
-
|
6,154
|
3,485
|
6,666
|
(998
|
)
|
(d
|
)
|
15,307
|
-
|
(1,593
|
)
|
(d
|
)
|
13,714
|
||||||||||||||||||||||||||||
Other
revenue
|
9
|
10,016
|
14,463
|
(15,553
|
)
|
(b
|
)
|
8,935
|
-
|
1,441
|
(185
|
)
|
(b
|
)
|
10,191
|
286
|
(177
|
)
|
(b
|
)
|
10,300
|
|||||||||||||||||||||||||
Total
revenues
|
1,421
|
506,773
|
14,922
|
(15,553
|
)
|
507,563
|
8,309
|
38,073
|
(1,560
|
)
|
552,385
|
12,059
|
(4,986
|
)
|
559,458
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
3,397
|
266,275
|
1,591
|
(15,553
|
)
|
(b
|
)
|
255,710
|
2,400
|
7,388
|
(3,500
|
)
|
(b,c
|
)
|
261,998
|
5,522
|
(728
|
)
|
(b,c
|
)
|
266,792
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
50,506
|
-
|
-
|
50,506
|
-
|
-
|
-
|
50,506
|
-
|
(2,488
|
)
|
48,018
|
|||||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
29,287
|
-
|
-
|
29,287
|
-
|
-
|
-
|
29,287
|
1,757
|
-
|
31,044
|
||||||||||||||||||||||||||||||||||
Benefits
and
losses
|
-
|
-
|
-
|
-
|
-
|
3,473
|
21,901
|
1,940
|
27,314
|
-
|
-
|
27,314
|
||||||||||||||||||||||||||||||||||
Amortization
of deferred policy
acquisition costs
|
-
|
-
|
-
|
-
|
-
|
854
|
5,344
|
-
|
6,198
|
-
|
-
|
6,198
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
19
|
33,436
|
17
|
-
|
33,472
|
-
|
-
|
-
|
33,472
|
-
|
(177
|
)
|
(b
|
)
|
33,295
|
|||||||||||||||||||||||||||||||
Depreciation,
net
|
7
|
31,517
|
2,124
|
-
|
33,648
|
-
|
-
|
-
|
33,648
|
729
|
(140
|
)
|
(e
|
)
|
34,237
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
3,423
|
411,021
|
3,732
|
(15,553
|
)
|
402,623
|
6,727
|
34,633
|
(1,560
|
)
|
442,423
|
8,008
|
(3,533
|
)
|
446,898
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
65,282
|
-
|
-
|
(61,817
|
)
|
(f
|
)
|
3,465
|
-
|
-
|
(3,465
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holdings II
|
560
|
-
|
-
|
-
|
560
|
-
|
-
|
-
|
560
|
-
|
(560
|
)
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||||
Total
- equity earnings of subsidiaries
and
SAC
Holding II
|
65,842
|
-
|
-
|
(61,817
|
)
|
4,025
|
-
|
-
|
(3,465
|
)
|
560
|
-
|
(560
|
)
|
-
|
|||||||||||||||||||||||||||||||
Earnings
(losses) from operations
|
63,840
|
95,752
|
11,190
|
(61,817
|
)
|
108,965
|
1,582
|
3,440
|
(3,465
|
)
|
110,522
|
4,051
|
(2,013
|
)
|
112,560
|
|||||||||||||||||||||||||||||||
Interest
expense
|
11,148
|
678
|
6,273
|
-
|
18,099
|
-
|
-
|
-
|
18,099
|
3,130
|
(1,593
|
)
|
(d
|
)
|
19,636
|
|||||||||||||||||||||||||||||||
Fees
on early extinguishment of
debt
|
35,627
|
-
|
-
|
-
|
35,627
|
-
|
-
|
-
|
35,627
|
-
|
-
|
35,627
|
||||||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
17,065
|
95,074
|
4,917
|
(61,817
|
)
|
55,239
|
1,582
|
3,440
|
(3,465
|
)
|
56,796
|
921
|
(420
|
)
|
57,297
|
|||||||||||||||||||||||||||||||
Income
tax benefit
(expense)
|
17,910
|
(36,073
|
)
|
(2,101
|
)
|
-
|
(20,264
|
)
|
(554
|
)
|
(1,003
|
)
|
-
|
(21,821
|
)
|
(361
|
)
|
(53
|
)
|
(22,235
|
)
|
|||||||||||||||||||||||||
Net
earnings (loss)
|
34,975
|
59,001
|
2,816
|
(61,817
|
)
|
34,975
|
1,028
|
2,437
|
(3,465
|
)
|
34,975
|
560
|
(473
|
)
|
35,062
|
|||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$
|
31,734
|
$
|
59,001
|
$
|
2,816
|
$
|
(61,817
|
)
|
$
|
31,734
|
$
|
1,028
|
$
|
2,437
|
$
|
(3,465
|
)
|
$
|
31,734
|
$
|
560
|
$
|
(473
|
)
|
$
|
31,821
|
(a)
Balances for the quarter ended March 31, 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 earnings in subsidiaries and equity earnings in SAC Holding
II
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating
statements of operations by industry for the quarter ended June 30, 2004
are as
follows:
Moving
and Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
and Storage
Consolidated
|
Property
and Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-Moving
equipment
rentals
|
$
|
-
|
$
|
389,663
|
$
|
79
|
$
|
-
|
$
|
389,742
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
389,742
|
$
|
2,409
|
$
|
(2,409
|
)
|
(b
|
)
|
$
|
389,742
|
|||||||||||||||||||
Self-Storage
revenues
|
-
|
25,642
|
668
|
-
|
26,310
|
-
|
-
|
-
|
26,310
|
4,265
|
-
|
30,575
|
||||||||||||||||||||||||||||||||||
Self-moving
&
self-storage
products & service sales
|
-
|
57,012
|
15
|
-
|
57,027
|
-
|
-
|
-
|
57,027
|
4,337
|
-
|
61,364
|
||||||||||||||||||||||||||||||||||
Property
management
fees
|
-
|
3,654
|
-
|
-
|
3,654
|
-
|
-
|
-
|
3,654
|
-
|
(672
|
)
|
(g
|
)
|
2,982
|
|||||||||||||||||||||||||||||||
Life
insurance
premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
33,632
|
(373
|
)
|
(c
|
)
|
33,259
|
-
|
-
|
33,259
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance
premiums
|
-
|
-
|
-
|
-
|
-
|
9,802
|
-
|
-
|
9,802
|
-
|
-
|
9,802
|
||||||||||||||||||||||||||||||||||
Net
investment and interest
income
|
4,766
|
5,960
|
28
|
-
|
10,754
|
4,537
|
6,181
|
(2,193
|
)
|
(d
|
)
|
19,279
|
-
|
(1,703
|
)
|
(d
|
)
|
17,576
|
||||||||||||||||||||||||||||
Other
revenue
|
3
|
6,303
|
14,060
|
(15,477
|
)
|
(b
|
)
|
4,889
|
-
|
2,828
|
(158
|
)
|
(b
|
)
|
7,559
|
335
|
(249
|
)
|
(b
|
)
|
7,645
|
|||||||||||||||||||||||||
Total
revenues
|
4,769
|
488,234
|
14,850
|
(15,477
|
)
|
492,376
|
14,339
|
42,641
|
(2,724
|
)
|
546,632
|
11,346
|
(5,033
|
)
|
552,945
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
6,771
|
269,728
|
2,030
|
(15,477
|
)
|
(b
|
)
|
263,052
|
575
|
8,271
|
(5,258
|
)
|
(b,c
|
)
|
266,640
|
5,943
|
(672
|
)
|
(g
|
)
|
271,911
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
49,322
|
-
|
-
|
49,322
|
-
|
-
|
-
|
49,322
|
-
|
(2,409
|
)
|
(b
|
)
|
46,913
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
26,008
|
8
|
-
|
26,016
|
-
|
-
|
-
|
26,016
|
1,724
|
-
|
27,740
|
||||||||||||||||||||||||||||||||||
Benefits
and
losses
|
-
|
-
|
-
|
-
|
-
|
10,028
|
24,109
|
2,534
|
(c
|
)
|
36,671
|
-
|
-
|
36,671
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy
acquisition costs
|
-
|
-
|
-
|
-
|
-
|
3,370
|
6,588
|
-
|
9,958
|
-
|
-
|
9,958
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
22
|
40,739
|
23
|
-
|
40,784
|
-
|
-
|
-
|
40,784
|
-
|
(249
|
)
|
(b
|
)
|
40,535
|
|||||||||||||||||||||||||||||||
Depreciation,
net
|
7
|
26,465
|
1,079
|
-
|
27,551
|
-
|
-
|
-
|
27,551
|
618
|
(140
|
)
|
(e
|
)
|
28,029
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
6,800
|
412,262
|
3,140
|
(15,477
|
)
|
406,725
|
13,973
|
38,968
|
(2,724
|
)
|
456,942
|
8,285
|
(3,470
|
)
|
461,757
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
55,024
|
-
|
-
|
(52,416
|
)
|
(f
|
)
|
2,608
|
-
|
-
|
(2,608
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
(123
|
)
|
-
|
-
|
-
|
(123
|
)
|
-
|
-
|
-
|
(123
|
)
|
-
|
123
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
- equity earnings of
subsidiaries and
SAC
Holding II
|
54,901
|
-
|
-
|
(52,416
|
)
|
2,485
|
-
|
-
|
(2,608
|
)
|
(123
|
)
|
-
|
123
|
-
|
|||||||||||||||||||||||||||||||
Earnings
(losses) from operations
|
52,870
|
75,972
|
11,710
|
(52,416
|
)
|
88,136
|
366
|
3,673
|
(2,608
|
)
|
89,567
|
3,061
|
(1,440
|
)
|
91,188
|
|||||||||||||||||||||||||||||||
Interest
expense
|
14,671
|
1,126
|
1,647
|
-
|
17,444
|
-
|
-
|
-
|
17,444
|
3,263
|
(1,703
|
)
|
(d
|
)
|
19,004
|
|||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
38,199
|
74,846
|
10,063
|
(52,416
|
)
|
70,692
|
366
|
3,673
|
(2,608
|
)
|
72,123
|
(202
|
)
|
263
|
72,184
|
|||||||||||||||||||||||||||||||
Income
tax benefit
(expense)
|
6,133
|
(28,523
|
)
|
(3,970
|
)
|
-
|
(26,360
|
)
|
(128
|
)
|
(1,303
|
)
|
-
|
(27,791
|
)
|
79
|
(53
|
)
|
(27,765
|
)
|
||||||||||||||||||||||||||
Net
earnings
(loss)
|
44,332
|
46,323
|
6,093
|
(52,416
|
)
|
44,332
|
238
|
2,370
|
(2,608
|
)
|
44,332
|
(123
|
)
|
210
|
44,419
|
|||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$
|
41,091
|
$
|
46,323
|
$
|
6,093
|
$
|
(52,416
|
)
|
$
|
41,091
|
$
|
238
|
$
|
2,370
|
$
|
(2,608
|
)
|
$
|
41,091
|
$
|
(123
|
)
|
$
|
210
|
$
|
41,178
|
(a)
Balances for the quarter ended March 31, 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 earnings of subsidiaries and equity earnings in SAC Holding
II
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating
cash flow statements by industry segment for the quarter ended June 30, 2005
are
as follows:
Moving
and Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
and Storage
Consolidated
|
Property
and
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)
|
$
|
34,975
|
$
|
59,001
|
$
|
2,816
|
$
|
(61,817
|
)
|
$
|
34,975
|
$
|
1,028
|
$
|
2,437
|
$
|
(3,465
|
)
|
$
|
34,975
|
$
|
560
|
$
|
(473
|
)
|
$
|
35,062
|
||||||||||
Earnings
from consolidated
entities
|
(58,332
|
)
|
-
|
-
|
59,847
|
1,515
|
-
|
-
|
(2,075
|
)
|
(560
|
)
|
-
|
560
|
-
|
||||||||||||||||||||||
Depreciation
|
7
|
28,205
|
2,124
|
-
|
30,336
|
-
|
-
|
-
|
30,336
|
729
|
(140
|
)
|
30,925
|
||||||||||||||||||||||||
Amortization
of deferred policy
acquisition costs
|
-
|
-
|
-
|
-
|
-
|
854
|
5,823
|
-
|
6,677
|
-
|
-
|
6,677
|
|||||||||||||||||||||||||
Provision
for losses on accounts
receivable
|
-
|
(601
|
)
|
-
|
-
|
(601
|
)
|
-
|
-
|
-
|
(601
|
)
|
-
|
-
|
(601
|
)
|
|||||||||||||||||||||
Net(gain)loss
on sale of real and
personal property
|
-
|
3,312
|
-
|
-
|
3,312
|
-
|
-
|
-
|
3,312
|
-
|
-
|
3,312
|
|||||||||||||||||||||||||
(Gain)
loss on sale of
investments
|
-
|
-
|
-
|
-
|
-
|
(192
|
)
|
(1,261
|
)
|
-
|
(1,453
|
)
|
-
|
-
|
(1,453
|
)
|
|||||||||||||||||||||
Deferred
income
taxes
|
10,843
|
-
|
-
|
-
|
10,843
|
74
|
1,461
|
-
|
12,378
|
357
|
53
|
12,788
|
|||||||||||||||||||||||||
Net
change in other operating
assets and liabilities
|
-
|
||||||||||||||||||||||||||||||||||||
Trade
receivables
|
-
|
(8,009
|
)
|
(1
|
)
|
-
|
(8,010
|
)
|
6,423
|
(700
|
)
|
-
|
(2,287
|
)
|
-
|
-
|
(2,287
|
)
|
|||||||||||||||||||
Inventories
|
-
|
(2,001
|
)
|
-
|
-
|
(2,001
|
)
|
-
|
-
|
-
|
(2,001
|
)
|
(245
|
)
|
-
|
(2,246
|
)
|
||||||||||||||||||||
Prepaid
expenses
|
2,804
|
(3,698
|
)
|
-
|
-
|
(894
|
)
|
-
|
-
|
-
|
(894
|
)
|
78
|
-
|
(816
|
)
|
|||||||||||||||||||||
Capitalization
of deferred policy
acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(831
|
)
|
(1,677
|
)
|
-
|
(2,508
|
)
|
-
|
-
|
(2,508
|
)
|
|||||||||||||||||||||
Other
assets
|
13,969
|
(11,191
|
)
|
(35,152
|
)
|
-
|
(32,374
|
)
|
434
|
2,886
|
-
|
(29,054
|
)
|
(407
|
)
|
-
|
(29,461
|
)
|
|||||||||||||||||||
Related
party assets
|
(28,369
|
)
|
(4,998
|
)
|
(8
|
)
|
19,013
|
(14,362
|
)
|
1,664
|
-
|
(720
|
)
|
(13,418
|
)
|
-
|
(395
|
)
|
(13,813
|
)
|
|||||||||||||||||
Accounts
payable and accrued
expenses
|
(4,571
|
)
|
21,460
|
1,301
|
-
|
18,190
|
-
|
-
|
5,540
|
23,730
|
409
|
-
|
24,139
|
||||||||||||||||||||||||
Policy
benefits and losses, claims and
loss
expenses payable |
-
|
18,674
|
-
|
-
|
18,674
|
(11,728
|
)
|
(4,039
|
)
|
-
|
2,907
|
-
|
-
|
2,907
|
|||||||||||||||||||||||
Other
policyholder's funds and
liabilities
|
-
|
-
|
-
|
-
|
-
|
(3,476
|
)
|
(10,052
|
)
|
-
|
(13,528
|
)
|
-
|
-
|
(13,528
|
)
|
|||||||||||||||||||||
Deferred
income
|
-
|
3,583
|
-
|
-
|
3,583
|
-
|
-
|
-
|
3,583
|
138
|
-
|
3,721
|
|||||||||||||||||||||||||
Related
party liabilities
|
-
|
18,513
|
-
|
(19,013
|
)
|
(500
|
)
|
(98
|
)
|
(858
|
)
|
636
|
(820
|
)
|
(694
|
)
|
395
|
(1,119
|
)
|
||||||||||||||||||
Net
cash provided (used) by operating activities
|
(28,674
|
)
|
122,250
|
(28,920
|
)
|
(1,970
|
)
|
62,686
|
(5,848
|
)
|
(5,980
|
)
|
(84
|
)
|
50,774
|
925
|
-
|
51,699
|
|||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and
equipment
|
-
|
(74,231
|
)
|
(999
|
)
|
-
|
(75,230
|
)
|
-
|
-
|
-
|
(75,230
|
)
|
(207
|
)
|
-
|
(75,437
|
)
|
|||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(55,390
|
)
|
-
|
-
|
(55,390
|
)
|
-
|
-
|
(55,390
|
)
|
||||||||||||||||||||||
Fixed
maturities
investments
|
-
|
-
|
-
|
-
|
-
|
(1,985
|
)
|
(82,232
|
)
|
-
|
(84,217
|
)
|
-
|
-
|
(84,217
|
)
|
|||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,250
|
)
|
-
|
(1,250
|
)
|
-
|
-
|
(1,250
|
)
|
||||||||||||||||||||||
Proceeds
from sales
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and
equipment
|
-
|
15,140
|
5
|
-
|
15,145
|
-
|
-
|
-
|
15,145
|
-
|
-
|
15,145
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
43,775
|
50,953
|
-
|
94,728
|
-
|
94,728
|
||||||||||||||||||||||||||
Fixed
maturities
investments
|
-
|
-
|
-
|
-
|
-
|
15,590
|
45,203
|
-
|
60,793
|
-
|
-
|
60,793
|
|||||||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
5,759
|
-
|
5,759
|
-
|
-
|
5,759
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
-
|
417
|
-
|
417
|
-
|
-
|
417
|
|||||||||||||||||||||||||
Other
asset investments,
net
|
872
|
-
|
872
|
-
|
-
|
-
|
872
|
-
|
-
|
872
|
|||||||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
179
|
514
|
-
|
693
|
-
|
-
|
693
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
3,034
|
-
|
3,034
|
-
|
-
|
3,034
|
|||||||||||||||||||||||||
Notes
and mortgage
receivables
|
-
|
53
|
18
|
-
|
71
|
-
|
-
|
-
|
71
|
-
|
-
|
71
|
|||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
-
|
(58,166
|
)
|
(976
|
)
|
-
|
(59,142
|
)
|
2,169
|
22,398
|
-
|
(34,575
|
)
|
(207
|
)
|
-
|
(34,782
|
)
|
|||||||||||||||||||
(page
1 or 2)
|
(a)
Balance for the quarter ended March 31, 2005
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Moving
and Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
and Storage
Consolidated
|
Property
and
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
|
49,557
|
904,365
|
-
|
1,034,188
|
-
|
-
|
-
|
1,034,188
|
-
|
-
|
1,034,188
|
|||||||||||||||||||||||||
Principal
repayments on credit
facilities
|
(860,274
|
)
|
-
|
-
|
-
|
(860,274
|
)
|
-
|
-
|
-
|
(860,274
|
)
|
(289
|
)
|
-
|
(860,563
|
)
|
||||||||||||||||||||
Leveraged
Employee Stock
Ownership Plan - repayments from loan
|
-
|
438
|
-
|
-
|
438
|
-
|
-
|
-
|
438
|
-
|
-
|
438
|
|||||||||||||||||||||||||
Payoff
of capital
leases
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Proceeds
from (repayment of)
intercompany notes payable
|
-
|
(84
|
)
|
-
|
-
|
(84
|
)
|
-
|
-
|
84
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Proceeds
from (repayment of)
intercompany loans
|
813,882
|
64,466
|
(878,348
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Preferred
stock dividends
paid
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
|||||||||||||||||||||
Investment
contract
deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
5,670
|
-
|
5,670
|
-
|
-
|
5,670
|
|||||||||||||||||||||||||
Investment
contract
withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(17,896
|
)
|
-
|
(17,896
|
)
|
-
|
-
|
(17,896
|
)
|
||||||||||||||||||||||
Net
cash provided by financing activities
|
30,633
|
114,377
|
26,017
|
-
|
171,027
|
-
|
(12,226
|
)
|
84
|
158,885
|
(289
|
)
|
-
|
158,596
|
|||||||||||||||||||||||
Effect
of exchange rate on cash
|
(1,970
|
)
|
(1,970
|
)
|
-
|
1,970
|
(1,970
|
)
|
-
|
-
|
-
|
(1,970
|
)
|
-
|
-
|
(1,970
|
)
|
||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
(11
|
)
|
176,491
|
(3,879
|
)
|
-
|
172,601
|
(3,679
|
)
|
4,192
|
-
|
173,114
|
429
|
-
|
173,543
|
||||||||||||||||||||||
Cash
and cash equivalents at beginning of year
|
14
|
37,626
|
4,327
|
-
|
41,967
|
10,638
|
2,992
|
-
|
55,597
|
358
|
-
|
55,955
|
|||||||||||||||||||||||||
Cash
and cash equivalents at end of year
|
$
|
3
|
$
|
214,117
|
$
|
448
|
$
|
-
|
$
|
214,568
|
$
|
6,959
|
$
|
7,184
|
$
|
-
|
$
|
228,711
|
$
|
787
|
$
|
-
|
$
|
229,498
|
|||||||||||||
(page
2 of 2)
|
|
|
|
|
|
|
|
|
|
|
(a)
Balance for the quarter ended March 31, 2005
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating
cash flow statements by industry segment for the quarter ended June 30, 2004
are
as follows:
Moving
and Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
and Storage
Consolidated
|
Property
and
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)
|
$
|
44,332
|
$
|
46,323
|
$
|
6,093
|
$
|
(52,416
|
)
|
$
|
44,332
|
$
|
238
|
$
|
2,370
|
$
|
(2,608
|
)
|
$
|
44,332
|
$
|
(123
|
)
|
$
|
210
|
$
|
44,419
|
||||||||||
Earnings
from consolidated
entities
|
(55,618
|
)
|
-
|
-
|
50,188
|
(5,430
|
)
|
-
|
-
|
5,553
|
123
|
-
|
(123
|
)
|
-
|
||||||||||||||||||||||
Depreciation
|
7
|
25,748
|
2,149
|
-
|
27,904
|
-
|
-
|
-
|
27,904
|
618
|
(140
|
)
|
28,382
|
||||||||||||||||||||||||
Amortization
of deferred policy
acquisition costs
|
-
|
-
|
-
|
-
|
-
|
3,370
|
7,058
|
-
|
10,428
|
-
|
-
|
10,428
|
|||||||||||||||||||||||||
Provision
for losses on accounts
receivable
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Net(gain)loss
on sale of real and
personal property
|
-
|
717
|
(1,070
|
)
|
-
|
(353
|
)
|
-
|
-
|
-
|
(353
|
)
|
-
|
-
|
(353
|
)
|
|||||||||||||||||||||
(Gain)loss
on sale of
investments
|
-
|
-
|
-
|
-
|
-
|
(173
|
)
|
(1
|
)
|
-
|
(174
|
)
|
-
|
-
|
(174
|
)
|
|||||||||||||||||||||
Deferred
income
taxes
|
27,555
|
-
|
-
|
27,555
|
1,528
|
593
|
-
|
29,676
|
(85
|
)
|
53
|
29,644
|
|||||||||||||||||||||||||
Net
change in other operating
assets and liabilities
|
|||||||||||||||||||||||||||||||||||||
Trade
receivables
|
-
|
2,313
|
(1,466
|
)
|
-
|
847
|
19,266
|
(701
|
)
|
-
|
19,412
|
-
|
-
|
19,412
|
|||||||||||||||||||||||
Inventories
|
-
|
(1,657
|
)
|
-
|
-
|
(1,657
|
)
|
-
|
-
|
-
|
(1,657
|
)
|
440
|
-
|
(1,217
|
)
|
|||||||||||||||||||||
Prepaid
expenses
|
(4,875
|
)
|
(3,919
|
)
|
2
|
-
|
(8,792
|
)
|
-
|
-
|
-
|
(8,792
|
)
|
89
|
-
|
(8,703
|
)
|
||||||||||||||||||||
Capitalization
of deferred policy
acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(2,083
|
)
|
(1,520
|
)
|
-
|
(3,603
|
)
|
-
|
-
|
(3,603
|
)
|
|||||||||||||||||||||
Other
assets
|
3,665
|
(40,304
|
)
|
(1,581
|
)
|
-
|
(38,220
|
)
|
1,157
|
370
|
-
|
(36,693
|
)
|
(339
|
)
|
-
|
(37,032
|
)
|
|||||||||||||||||||
Related
party assets
|
(25,767
|
)
|
(9,390
|
)
|
681
|
24,799
|
(9,677
|
)
|
1,802
|
-
|
(4,506
|
)
|
(12,381
|
)
|
-
|
146
|
(12,235
|
)
|
|||||||||||||||||||
Accounts
payable and accrued
expenses
|
4,088
|
18,387
|
1,210
|
-
|
23,685
|
1,192
|
-
|
(2,945
|
)
|
21,932
|
1,184
|
-
|
23,116
|
||||||||||||||||||||||||
Policy
benefits and losses, claims and
loss
expenses payable |
-
|
14,522
|
-
|
-
|
14,522
|
(43,034
|
)
|
(3,547
|
)
|
-
|
(32,059
|
)
|
-
|
-
|
(32,059
|
)
|
|||||||||||||||||||||
Other
policyholder's funds and
liabilities
|
-
|
-
|
-
|
-
|
-
|
(2,382
|
)
|
3,549
|
-
|
1,167
|
-
|
-
|
1,167
|
||||||||||||||||||||||||
Deferred
income
|
-
|
1,338
|
(34
|
)
|
-
|
1,304
|
-
|
-
|
-
|
1,304
|
28
|
-
|
1,332
|
||||||||||||||||||||||||
Related
party liabilities
|
(52
|
)
|
20,986
|
1
|
(24,799
|
)
|
(3,864
|
)
|
32
|
1,349
|
4,454
|
1,971
|
(1,753
|
)
|
(146
|
)
|
72
|
||||||||||||||||||||
Net
cash provided (used) by operating activities
|
(6,665
|
)
|
75,064
|
5,985
|
(2,228
|
)
|
72,156
|
(19,087
|
)
|
9,520
|
(52
|
)
|
62,537
|
59
|
-
|
62,596
|
|||||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and
equipment
|
(5
|
)
|
(61,744
|
)
|
(434
|
)
|
-
|
(62,183
|
)
|
-
|
-
|
-
|
(62,183
|
)
|
(121
|
)
|
-
|
(62,304
|
)
|
||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(58,348
|
)
|
-
|
-
|
(58,348
|
)
|
-
|
-
|
(58,348
|
)
|
||||||||||||||||||||||
Fixed
maturities
investments
|
-
|
-
|
-
|
-
|
-
|
(551
|
)
|
(35,655
|
)
|
-
|
(36,206
|
)
|
-
|
-
|
(36,206
|
)
|
|||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Proceeds
from sales
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and
equipment
|
-
|
182,694
|
1,525
|
-
|
184,219
|
-
|
-
|
-
|
184,219
|
-
|
-
|
184,219
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
56,777
|
-
|
-
|
56,777
|
-
|
-
|
56,777
|
|||||||||||||||||||||||||
Fixed
maturities
investments
|
-
|
-
|
-
|
-
|
-
|
19,292
|
19,801
|
-
|
39,093
|
-
|
-
|
39,093
|
|||||||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
37
|
-
|
-
|
37
|
-
|
-
|
37
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
-
|
1,497
|
-
|
1,497
|
-
|
-
|
1,497
|
|||||||||||||||||||||||||
Other
asset investments,
net
|
-
|
-
|
-
|
-
|
-
|
-
|
17,219
|
-
|
17,219
|
-
|
-
|
17,219
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
1,880
|
-
|
-
|
1,880
|
-
|
-
|
1,880
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
1,169
|
-
|
1,169
|
-
|
-
|
1,169
|
|||||||||||||||||||||||||
Notes
and mortgage
receivables
|
-
|
13
|
18
|
-
|
31
|
-
|
-
|
-
|
31
|
-
|
-
|
31
|
|||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(5
|
)
|
120,963
|
1,109
|
-
|
122,067
|
19,087
|
4,031
|
-
|
145,185
|
(121
|
)
|
-
|
145,064
|
|||||||||||||||||||||||
(page
1 or 2)
|
(a)
Balance for the quarter ended March 31, 2004
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Moving
and Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
and Storage
Consolidated
|
Property
and
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
|
14,280
|
-
|
-
|
-
|
14,280
|
-
|
-
|
-
|
14,280
|
-
|
-
|
14,280
|
|||||||||||||||||||||||||
Principal
repayments on credit
facilities
|
(115,152
|
)
|
-
|
-
|
-
|
(115,152
|
)
|
-
|
-
|
-
|
(115,152
|
)
|
(265
|
)
|
-
|
(115,417
|
)
|
||||||||||||||||||||
Leveraged
Employee Stock
Ownership Plan - repayments from loan
|
-
|
428
|
-
|
-
|
428
|
-
|
-
|
-
|
428
|
-
|
-
|
428
|
|||||||||||||||||||||||||
Payoff
of capital
leases
|
-
|
(99,607
|
)
|
-
|
-
|
(99,607
|
)
|
-
|
-
|
-
|
(99,607
|
)
|
-
|
-
|
(99,607
|
)
|
|||||||||||||||||||||
Proceeds
from (repayment of)
intercompany notes payable
|
(52
|
)
|
-
|
-
|
-
|
(52
|
)
|
-
|
-
|
52
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Proceeds
from (repayment of)
intercompany loans
|
116,331
|
(110,434
|
)
|
(5,897
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Preferred
stock dividends
paid
|
(6,482
|
)
|
-
|
-
|
-
|
(6,482
|
)
|
-
|
-
|
-
|
(6,482
|
)
|
-
|
-
|
(6,482
|
)
|
|||||||||||||||||||||
Investment
contract
deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
6,923
|
-
|
6,923
|
-
|
-
|
6,923
|
|||||||||||||||||||||||||
Investment
contract
withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(33,943
|
)
|
-
|
(33,943
|
)
|
-
|
-
|
(33,943
|
)
|
||||||||||||||||||||||
Net
cash provided by financing activities
|
8,925
|
(209,613
|
)
|
(5,897
|
)
|
-
|
(206,585
|
)
|
-
|
(27,020
|
)
|
52
|
(233,553
|
)
|
(265
|
)
|
-
|
(233,818
|
)
|
||||||||||||||||||
Effect
of exchange rate on cash
|
(2,228
|
)
|
(2,228
|
)
|
2,228
|
(2,228
|
)
|
(2,228
|
)
|
(2,228
|
)
|
||||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
27
|
(15,814
|
)
|
1,197
|
-
|
(14,590
|
)
|
-
|
(13,469
|
)
|
-
|
(28,059
|
)
|
(327
|
)
|
-
|
(28,386
|
)
|
|||||||||||||||||||
Cash
and cash equivalents at beginning of year
|
-
|
64,717
|
661
|
-
|
65,378
|
-
|
15,168
|
-
|
80,546
|
1,011
|
-
|
81,557
|
|||||||||||||||||||||||||
Cash
and cash equivalents at end of year
|
$
|
27
|
$
|
48,903
|
$
|
1,858
|
$
|
-
|
$
|
50,788
|
$
|
-
|
$
|
1,699
|
$
|
-
|
$
|
52,487
|
$
|
684
|
$
|
-
|
$
|
53,171
|
|||||||||||||
(page
2 of 2)
|
|
|
|
|
|
|
|
|
|
|
(a)
Balance for the quarter ended March 31, 2004
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 U.S. $'s)
|
||||||||||
Quarter
Ended June 30, 2005
|
||||||||||
Total
revenues
|
$
|
545,077
|
$
|
14,381
|
$
|
559,458
|
||||
Depreciation
and amortization, net
|
38,804
|
1,631
|
40,435
|
|||||||
Interest
expense (benefit)
|
19,640
|
(4
|
)
|
19,636
|
||||||
Pretax
earnings
|
54,428
|
2,869
|
57,297
|
|||||||
Income
tax expense
|
22,235
|
-
|
22,235
|
|||||||
Identifiable
assets
|
3,239,636
|
78,452
|
3,318,088
|
|||||||
Quarter
Ended June 30, 2004
|
||||||||||
Total
revenues
|
$
|
538,522
|
$
|
14,423
|
$
|
552,945
|
||||
Depreciation
and amortization, net
|
36,786
|
1,201
|
37,987
|
|||||||
Interest
expense (benefit)
|
19,006
|
(2
|
)
|
19,004
|
||||||
Pretax
earnings
|
69,303
|
2,881
|
72,184
|
|||||||
Income
tax expense
|
27,765
|
-
|
27,765
|
|||||||
Identifiable
assets
|
3,158,729
|
70,870
|
3,229,599
|
|||||||
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 first quarter ending June 30, 2005 compared with the same period 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” and “Disclosures about
Contractual Obligations and Commercial Commitments.” We conclude this MD&A
by discussing our outlook for the remainder of fiscal 2006.
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, 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 plan to 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.
Description
of Operating Segments
AMERCO
has four reportable segments. Our segments are Moving and Storage Operations,
Property and Casualty Insurance, Life Insurance and SAC Holding II.
Moving
and Storage
Operating Segment
Our
Moving and Self-Storage Operating Segment consists of the rental of trucks,
trailers and self-storage spaces 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.
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 much more.
eMove
is
an online marketplace that connects consumers to over 5,000 independent sellers
of moving help and self-storage services. Our network of customer rated service
providers and affiliates provides pack and load help, self-storage and more
all
over North America. A phone access system was launched in September 2004
and has
already serviced over 28,000 customers in less than nine months.
An
individual or a company can connect to the eMove network by becoming a Moving
Help®
Service
Provider or an eMove Storage Affiliate. Moving Help providers 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 eMove and U-Haul’s moving and storage 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
2,800 facilities are now registered on the eMove network.
With
over
43,000 unedited reviews of service providers, the marketplace has facilitated
over 60,000 moving and 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 AMERCO.
SAC
Holdings Operating Segment
SAC
Holding Corporation and its subsidiaries, and SAC Holding II Corporation
(“SAC
Holding II”) and its subsidiaries, collectively referred to as “SAC Holdings”,
own self-storage properties that are managed by U-Haul under property management
agreements. 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 Holdings
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, and the recognition and
measurement of impairments for investments, and the recognition and measurement
of income tax assets and liabilities.
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 first quarters 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 (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 Financial Interpretation No. 46(R) (“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 de-consolidate
some
or all of our variable interest in SAC Holding II Corporation from our financial
statements.
Recoverability
of Property, Plant and Equipment
Property,
plant and equipment is 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 the 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.
Results
of Operations
AMERCO
and Consolidated Entities
Quarter
Ended June 30, 2005
compared with the Quarter Ended June 30, 2004
Listed
below on a consolidated basis are revenues for our major product lines for
the
first quarter of fiscal 2006 and the first quarter of fiscal 2005:
Quarter
Ended June 30,
|
|||||||
2005
|
2004
|
||||||
(unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
401,260
|
$
|
389,742
|
|||
Self-storage
revenues
|
28,768
|
30,575
|
|||||
Self-moving
and self-storage products and service sales
|
66,563
|
61,364
|
|||||
Property
management fees
|
4,440
|
2,982
|
|||||
Life
insurance premiums
|
29,589
|
33,259
|
|||||
Property
and casualty insurance premiums
|
4,824
|
9,802
|
|||||
Net
investment and interest income
|
13,714
|
17,576
|
|||||
Other
revenue
|
10,300
|
7,645
|
|||||
Consolidated
revenue
|
$
|
559,458
|
$
|
552,945
|
|||
During
the first quarter of fiscal 2006, self-moving equipment rentals increased
$11.5
million through steady increases in transaction volume, modest price increases
and improved mix of trucks. Storage revenues at Company owned locations
increased for the first quarter of fiscal 2006 compared to fiscal 2005 as
a
result of increase in the number of rooms available for rent, higher occupancy
rates and modest price increases. These gains were offset by reductions in
storage revenues resulting from the W. P. Carey Transactions (see note 3
to the
“Notes to the Condensed Consolidated Financial Statements” for a more detailed
discussion of the W. P. Carey Transactions). Sales of self-moving and
self-storage related products and services increased $5.2 million following
our
growth in moving equipment rental revenues. Property management fees increased
$1.5 million as a result of the W.P. Carey Transactions.
RepWest
continued to exit non U-Haul related lines of business and as a result, its
premium revenues declined approximately $5.0 million. Oxford’s premium revenues
declined approximately $3.7 million primarily as a result of the lingering
effects of its rating downgrade by A.M. Best in 2003.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $559.5 million for the first quarter of fiscal 2006, compared
with
$552.9 million for the first quarter of fiscal 2005.
Listed
below are revenues and earnings from operations at each of our four operating
segments for the first quarter of fiscal 2006 and the first quarter of fiscal
2005:
Quarter
Ended June 30,
|
|||||||
2005
|
2004
|
||||||
(unaudited)
|
|||||||
(In
thousands)
|
|||||||
Moving
and storage
|
|||||||
Revenues
|
$
|
507,563
|
$
|
492,376
|
|||
Earnings
from operations
|
108,965
|
88,136
|
|||||
Property
and casualty insurance
|
|||||||
Revenues
|
8,309
|
14,339
|
|||||
Earnings
from operations
|
1,582
|
366
|
|||||
Life
insurance
|
|||||||
Revenues
|
38,073
|
42,641
|
|||||
Earnings
from operations
|
3,440
|
3,673
|
|||||
SAC
Holding II
|
|||||||
Revenues
|
12,059
|
11,346
|
|||||
Earnings
from operations
|
4,051
|
3,061
|
|||||
Eliminations
|
|||||||
Revenues
|
(6,546
|
)
|
(7,757
|
)
|
|||
Earnings
from operations
|
(5,478
|
)
|
(4,048
|
)
|
|||
Consolidated
Results
|
|||||||
Revenues
|
559,458
|
552,945
|
|||||
Earnings
from operations
|
112,560
|
91,188
|
Total
costs and expenses fell by $14.9 million primarily as a result of reduced
equipment-related and lease expenses, professional fees, and decreased risk
exposure at the insurance subsidiaries. The decrease in total expenses was
partially offset by increased depreciation expense, commissions and cost
of
sales resulting from higher revenues.
As
a
result of the above mentioned changes in revenues and expenses, earnings
from
operations improved to $112.6 million in the first quarter of fiscal 2006
compared with $91.2 million for the first quarter of fiscal 2005.
Interest
expense for the first quarter of fiscal 2006 was $55.3 million. In addition,
AMERCO recorded in the first quarter of fiscal 2006 a one-time, nonrecurring
charge of $35.6 million related to the early termination of existing
indebtedness, which is consistent with $19.0 million in the first quarter
of
fiscal 2005.
Income
tax expense was $22.2 million in the first quarter of fiscal 2006 compared
with
$27.8 million in first quarter of fiscal 2005 and reflects lower pretax earnings
for the first quarter of fiscal 2006.
Dividends
accrued on our Series A preferred stock were $3.2 million in first quarter
of
fiscal 2006, unchanged from the first quarter of fiscal 2005.
As
a
result of the above mentioned items, net earnings available to common
shareholders fell to $31.8 million in the first quarter of fiscal 2006, compared
with $41.2 million in the first quarter of fiscal 2005.
The
weighted average number of basic and diluted shares outstanding were 20,836,458
in first quarter of fiscal 2006 and were 20,788,074 in the first quarter
of
fiscal 2005.
Basic
and
diluted earnings per share in the first quarter of fiscal 2006 were $1.53,
compared with $1.98 for the same period last year.
Moving
and Storage
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment (AMERCO, U-Haul International, Inc. and Amerco Real Estate)
for the first quarter of fiscal 2006 and the first quarter of fiscal
2005:
Quarter
Ended June 30,
|
|||||||
2005
|
2004
|
||||||
(unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
401,260
|
$
|
389,742
|
|||
Self-storage
revenues
|
24,248
|
26,310
|
|||||
Self-moving
and self-storage products and service sales
|
61,798
|
57,027
|
|||||
Property
management fees
|
5,168
|
3,654
|
|||||
Net
investment and interest income
|
6,154
|
10,754
|
|||||
Other
revenue
|
8,935
|
4,889
|
|||||
Segment
revenue
|
$
|
507,563
|
$
|
492,376
|
|||
During
the first quarter of fiscal 2006, self-moving equipment rentals increased
$11.5
million through steady increases in transaction volume, modest price increases
and improved mix of trucks. Storage revenues at Company owned locations
increased for the first quarter of fiscal 2006 compared to fiscal 2005 as
a
result of increase in the number of rooms available for rent, higher occupancy
rates and modest price increases. These gains were offset by reductions in
storage revenues resulting from the W. P. Carey Transactions (see note 3
to the
“Notes to the Condensed Consolidated Financial Statements” for a more detailed
discussion of the W. P. Carey Transactions). Sales of self-moving and
self-storage related products and services increased $4.8 million following
our
growth in moving equipment rental revenues. Property management fees increased
$1.5 million as a result of the W.P. Carey Transactions.
Total
costs and expenses decreased $4.1 million in first quarter of fiscal 2006,
compared with first quarter of fiscal 2005. Expenses fell primarily as a
result
of reduced equipment-related and lease expenses, and professional fees. The
decrease in total expenses was partially offset by increased depreciation
expenses, commissions and cost of sales resulting from higher
revenues.
As
a
result of the above mentioned changes in revenues and expenses, earnings
from
operations increased to $109.0 million in first quarter of fiscal 2006, compared
with $88.1 million for first quarter of fiscal 2005.
U-Haul
International, Inc.
Listed
below are revenues for the major product lines at U-Haul International, Inc.
for
the first quarter of fiscal 2006 and the first quarter of fiscal
2005:
Quarter
Ended June 30,
|
|||||||
2005
|
2004
|
||||||
(unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
401,260
|
$
|
389,663
|
|||
Self-storage
revenues
|
23,793
|
25,642
|
|||||
Self-moving
and self-storage products and service sales
|
61,798
|
57,012
|
|||||
Property
management fees
|
5,168
|
3,654
|
|||||
Net
investment and interest income
|
4,738
|
5,960
|
|||||
Other
revenue
|
10,016
|
6,303
|
|||||
U-Haul
International, Inc. revenue
|
$
|
506,773
|
$
|
488,234
|
|||
During
first quarter of fiscal 2006, self-moving equipment rentals increased $11.6
million through steady increases in transaction volume, modest price increases
and improved mix of trucks. Storage revenues at Company owned locations
increased for the first quarter of fiscal 2006 compared to fiscal 2005 as
a
result of increase in the number of rooms available for rent, higher occupancy
rates and modest price increases. These gains were offset by reductions in
storage revenues resulting from the W. P. Carey Transactions (see note 3
to the
“Notes to the Condensed Consolidated Financial Statements” for a more detailed
discussion of the W. P. Carey Transactions). Sales of self-moving and
self-storage related products and services increased $4.8 million following
our
growth in moving equipment rental revenues. Property management fees increased
$1.5 million as a result of the W. P. Carey Transactions.
Total
costs and expenses fell by $1.2 million primarily as a result of reduced
equipment-related and lease expenses, and professional fees. The decrease
in
total expenses was partially offset by increased depreciation expense,
commissions and cost of sales resulting from higher revenues.
As
a
result of the above mentioned changes in revenues and expenses, earnings
from
operations increased to $95.8 million in the first quarter of fiscal 2006,
compared with $76.0 million in the first quarter of fiscal 2005.
Republic
Western Insurance Company
Premium
revenues were $4.8 million and $9.8 million for the first quarters ended
March
31, 2005 and 2004, respectively. The overall decrease is due to RepWest exiting
lines not associated with the Self-Storage or Self-Moving industries.
Self-Storage and Self-Moving industry premiums were $3.9 million and $4.0
million for the first quarters of 2005 and 2004, respectively. Other lines
of
business were $0.9 million and $5.8 million for the first quarters of 2005
and
2004, respectively.
Net
investment income was $3.5 million and $4.5 million for the first quarters
of
2005 and 2004, respectively. The reduction was due to a decrease in our invested
asset base.
Benefits
and losses incurred were $3.5 million and $10.0 million for the first quarters
of 2005 and 2004, respectively. The decrease resulted from reduced earned
premiums resulting from RepWest’s decision to exit its non Self-Storage and
Self-Moving industry business.
Amortization
of deferred acquisition costs was $0.9 million and $3.4 million for the first
quarters of 2005 and 2004, respectively. The decrease is due to decreased
premium writings. The decrease is due to a reduction of in-force business
related to the exit of non U-Haul related business.
Operating
expenses were $2.4 million and $0.6 million for the first quarters of 2005
and
2004, respectively. The increase is due to reduced capitalization of commissions
in 2005 as well as a reduction in policy service fees in 2005. Inter-company
policy service fees from U-Haul are recorded net against operating expenses.
The
reduction in these fees collected is the primary reason for the increase
in
operating expenses.
Pretax
earnings from operations were $1.6 million and $0.4 million for the first
quarters of 2005 and 2004, respectively. The increase over 2004 is the result
of
the elimination of unprofitable programs.
Oxford
Life Insurance Company
Quarter
Ended March 31, 2005
compared with the Quarter Ended March 31, 2004
Net
premiums were $30.0 million, $33.6 million for the quarters ended March 31,
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. Credit insurance premiums decreased $1.6 million from 2004
due
to fewer accounts. We are no longer pursuing growth in credit insurance.
Life,
other health, and annuity premiums decreased $0.6 million from 2004 primarily
from reduced life insurance sales and fewer annuitizations. Other income
decreased by $1.4 million primarily due to a decrease in surrender charge
income.
Net
investment income was $6.7 million and $6.2 million for the first quarters
of
2005 and 2004, respectively. The increase was primarily due to a positive
variance in capital gains offset by a lower balance of invested
assets.
Benefits
incurred were $21.9 million and $24.1 million for the first quarters of 2005
and
2004, respectively. Medicare supplement benefits decreased $0.6 million from
2004 due primarily to reduced exposure. Credit insurance benefits decreased
$0.6
million from 2004 due to reduced exposure. Annuity insurance benefits decreased
$0.7 million from 2004. All other lines had decreases totaling $0.3 million
from
2004.
Amortization
of deferred acquisition costs (DAC) and the value of business acquired (VOBA)
was $5.3 million and $6.6 million for the first quarters of 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 $0.9 million
from
2004 primarily due to reduced surrender activity. Other segments, primarily
credit, had decreases of $0.4 million from 2004 due to decreased new business
volume.
Operating
expenses were $7.4 million and $8.3 million for the first quarters of 2005
and
2004, respectively. The decrease is attributable to lower legal costs as
well as
reduced overhead. Non-deferrable commissions fell $0.4 million from 2004
primarily due to lower sales of credit and Medicare supplement
products.
Earnings
from operations were $3.4 million and $3.7 million for the first quarters
of
2005 and 2004, respectively. Lower revenue was primarily offset by lower
operating costs and overhead expenses.
SAC
Holding II
Quarter
Ended June 30, 2005
compared with the Quarter Ended June 30, 2004
Listed
below are revenues for the major product lines at SAC Holding II for
the
first quarter of fiscal 2006 and the first quarter of fiscal 2005:
Quarter
Ended June 30,
|
|||||||
2005
|
2004
|
||||||
(unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
2,488
|
$
|
2,409
|
|||
Self-storage
revenues
|
4,520
|
4,265
|
|||||
Self-moving
and self-storage products and service sales
|
4,765
|
4,337
|
|||||
Other
revenue
|
286
|
335
|
|||||
Segment
revenue
|
$
|
12,059
|
$
|
11,346
|
|||
Revenues
for the first quarter of fiscal 2006 grew $0.7 million, primarily as a result
of
improved occupancy and pricing.
Total
costs and expenses were $8.0 million in the first quarter of fiscal 2006,
compared with $8.3 million in the first quarter of fiscal 2005.
Earnings
from operations were $4.1 million in the first quarter of fiscal 2006 compared
with $3.1 million in the first quarter of fiscal 2005.
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 either 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 future 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
June
30, 2005, cash and cash equivalents totaled $229.5 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 Corporation. The facility has a $150 million maximum
amount available with an interest rate of LIBOR plus 1.75%. As of June 30,
2005
the Company had not drawn on this revolving credit facility.
At
June
30, 2005, notes and loans payable were $953.9 million, and represented 1.6
times
stockholders’ equity. At March 31, 2005, notes and loans payable were $780.0
million, and represented 1.4 times stockholders’ equity.
For
the
first quarter of fiscal 2006, cash provided by operating activities were
$51.7
million, compared with $62.6 million in the first quarter of fiscal 2005.
We
used
$34.8 million in net cash from investing activities during the first quarter
of
fiscal 2006, whereas in the first quarter of fiscal 2005 we generated cash
from
investing activities of $145.1 million provided in the first quarter of fiscal
year 2005. The majority of the decrease in the first quarter of fiscal 2006,
compared with the first quarter of fiscal 2005 was related to the W. P. Carey
Transactions. Gross capital expenditures were $75.4 million and $62.3 million
for the first quarters of fiscal 2006 and 2005, respectively. Capital
dispositions were $15.1 million and $184.2 million for the first quarters
of
fiscal 2006 and 2005, respectively.
Financing
activities provided $158.6 million during the first quarter of fiscal 2006.
This
compares with usage of $233.8 million from financing activities during the
first
quarter of fiscal 2005. The primary reason for the increase in the first
quarter
of 2006 compared to the first quarter of 2005 is the completion of the new
financing.
Liquidity
and Capital Resources and Requirements of Our Operating
Segments
Moving
and Self-Storage
To
meet
the needs of our customers, U-Haul maintains a large fleet of rental equipment.
Historically, capital expenditures have primarily reflected new rental equipment
acquisitions. The capital required to fund these expenditures has historically
been obtained through internally generated funds from operations and externally
from lease financing and sales of used equipment. Going forward, we anticipate
that a substantial portion of our internally generated funds will be used
to
enhance liquidity by paying down existing indebtedness. During each of the
fiscal years ended March 31, 2006, 2007 and 2008, U-Haul estimates that net
capital expenditures will average approximately $150.0 million to maintain
its
fleet at current levels. Management estimates that U-Haul will fund its fleet
expansion requirements from leasing and from the proceeds from the sale of
trucks. We intend to focus our growth on expanding our independent dealer
network, which does not require a substantial amount of capital resources.
Gross
capital expenditures were $75.2 million for the first quarter of fiscal
2006.
Real
Estate has traditionally financed the acquisition of self-storage properties
to
support U-Haul’s growth through lease and debt financing. U-Haul’s growth plan
in self-storage is focused on eMove, which does not require acquisition or
construction of self-storage properties by the Company. Therefore, we do
not
anticipate that Real Estate will require substantial capital for its future
plans.
Property
and Casualty Insurance
At
March
31, 2005, RepWest had no notes and loans due in less than one year and its
accounts payable and accrued expenses were $5.2 million. RepWest financial
assets (cash, receivables, inventories, and short-term investments) at the
end
of the first quarter, were $360.1 million. State insurance regulations restrict
the amount of dividends that can be paid to stockholders of insurance companies.
As a result, RepWest’s funds are generally not available to satisfy the claims
of AMERCO or its legal subsidiaries.
Stockholder’s
equity was $155.0 million and $154.8 million at March 31, 2005 and December
31,
2004, respectively. RepWest does not use debt or equity issues to increase
capital and therefore has no exposure to capital market conditions.
Life
Insurance
As
of
March 31, 2005, Oxford is due to make a $1.0 million principal payment to
AMERCO
on an inter-company surplus note issued in 1998; Oxford had no other notes
and
loans payable in less than one year. Its accounts payable and accrued expenses
total approximately $7.0 million. Oxford’s financial assets (cash, receivables,
short-term investments, other investments and fixed maturities) at March
31,
2005 were approximately $749.1 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 $112.8 million, $115.0 million as of March 31, 2005,
and December 31, 2004, respectively. Increases from earnings were offset
by
decreases in unrealized gains resulting from the change in interest
rates.
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 Self-Storage
Cash
provided from operating activities from U-Haul was $122.3 million and $75.1
million in the first quarters of fiscal 2006 and fiscal 2005, respectively.
Cash
provided (used) from operating activities for Real Estate was $(28.9) million
and $6.0 million in the first quarter of fiscal 2006 and 2005, respectively.
Property
and Casualty Insurance
Cash
flows (used) by operating activities were $(5.8) million and $(19.1) million
for
the first quarters of 2005 and 2004, respectively. The cash used by operating
activities was the result of RepWest’s exiting its non Self-Storage and
Self-Moving lines and the associated reduction of reserves in the lines
exited.
RepWest’s
cash and cash equivalents and short-term investment portfolio were $98.3
million
and $90.3 million at March 31, 2005 and December 31, 2004, respectively.
This
balance includes funds in transition from maturity proceeds to long term
investments. We believe that this level of liquid assets, combined with budgeted
cash flow, is adequate to meet periodic needs. Capital and operating budgets
allow RepWest to schedule cash needs in accordance with investment and
underwriting proceeds.
Life
Insurance
Cash
flows provided (used) by operating activities were $(6.0) million and $9.5
million, for the first quarters of 2005 and 2004, respectively. Included
in the
operating cash out-flow was the $12.8 million settlement of the Kocher
litigation, net of the $2.2 million recovery from Oxford’s errors and omissions
insurance carrier.
In
addition to cash flows from operating activities and financing activities,
a
substantial amount of liquid funds is available through Oxford’s short-term
portfolio. At March 31, 2005 and December 31, 2004, short-term investments
amounted to $65.1million 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 $0.9 million and $0.1
million for the first quarter of fiscal 2006 and 2005, respectively. The
primary
source of cash in fiscal 2006 was a decrease in accounts payable and accrued
liabilities. The primary use of cash in fiscal 2005 was the deconsolidation
of
SAC Holding Corporation.
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.”
Off-Balance
Sheet Arrangements
AMERCO
used certain equipment and occupies certain facilities under operating lease
commitments 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 sale of the underlying assets, AMERCO has guaranteed approximately $157.7
million of residual values at June 30, 2005 for these assets at the end of
the
respective lease terms. AMERCO has been leasing equipment since 1987 and,
thus
far, we have experienced no residual value shortfalls.
The
Company uses off-balance sheet arrangements where the economics and sound
business principles warrant their use. The Company’s principal use of
off-balance sheet arrangements occurred in connection with the expansion
of our
self-storage business. The Company currently manages the self-storage properties
owned by SAC Holding II and its affiliates, pursuant to a standard form of
management agreement with each SAC Holding II subsidiary and its affiliates,
pursuant to which the Company receives a management fee based on the gross
receipts from the properties plus reimbursement for certain expenses. We
received management fees, exclusive of expenses, of $0.7 million during the
first quarter of fiscal 2006. This management fee is consistent with the
fees we
received from unrelated parties for other properties we have
managed.
Certain
subsidiaries of SAC Holding II and its affiliates act as U-Haul dealers.
The
financial and other terms of the dealership contracts with subsidiaries of
SAC
Holding II and its affiliates are substantially identical to the terms of
those
with our over 14,000 independent dealers. During the first quarter of fiscal
2006, we paid subsidiaries of SAC Holding II $2.5 million in commissions
pursuant to such dealership contracts.
During
the first quarter of fiscal 2006, a subsidiary of the Company held various
senior and junior unsecured notes of SAC Holdings. The Company recorded interest
income of $5.4 million and received cash interest payments of $4.9 million
during the first quarter of fiscal 2006.
Fiscal
2006 Outlook
We
have
many exciting developments which we believe should positively affect performance
in fiscal 2006. We believe the momentum in our Moving and Storage Operations
will continue. We are investing strongly in our truck rental fleet to further
strengthen U-Haul’s “do-it-yourself” moving business. We placed purchase orders
last fall for 6,750 of our largest rental trucks and expect to have them
fully
in service by mid-August. This investment is expected to increase the number
of
rentable truck days available to meet our customer’s demand and will reduce
future spending on repair costs and equipment down-time.
At
RepWest, our plans to exit non-U-Haul lines of business are progressing well.
At
Oxford, the Kocher litigation settlement should produce improved ratings,
which
in turn should support the expansion of its distribution capabilities.
Also,
we
completed the refinancing of the Company’s debt on June 8, 2005. This action
increased our borrowing capacity by more than $195.0 million and will reduce
our
effective borrowing rates. Additionally, the new debt increases our financial
flexibility thus enabling us to complete the fleet investment plans outlined
above. The early extinguishment of our existing debt resulted in a one time
pre-tax charge of approximately $35.6 million during the first quarter of
fiscal
2006.
Our
objectives for fiscal 2006 are to position our rental fleet to achieve revenue
and transaction growth and continue to drive down operating
costs.
Cautionary
Statements Regarding Forward-Looking Statements
This Quarterly
Report on Form 10-Q contains forward-looking statements. 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 the Private Securities Litigation Reform Act of 1995. 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, the adequacy of our financial resources and related
financing needs and plans estimated interest savings from our recent debt
refinancing; the amount and timing of fleet acquisition; that the Kocher
settlement will prompt in improving insurance ratings, 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 Exchange Commission. The above factors, the following
disclosures, as well as other statements in this report and in the “Notes to the
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.
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 USA 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
June 30, 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
8,890,224 shares (approximately 41.8%) 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. In addition,
2,130,134 shares (approximately 10.0%) 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, 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. 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 or future environmental liabilities will not have a material
adverse
effect on our business.
Our
business is seasonal.
Our
business is seasonal and our results of operations and cash flows fluctuate
significantly from quarter to quarter. Historically, revenues have been stronger
in the 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, when there is a greater potential for adverse weather
conditions.
We
obtain our rental trucks from a limited number of manufacturers.
In
the
last ten years, we purchased all of our rental trucks from Ford and General
Motors. Although we believe that we have 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.
Our
property and casualty insurance business has suffered extensive losses.
Since
January 2000, our property and casualty insurance business, RepWest, reported
losses totaling approximately $162.5 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
and have strengthened the reserves on the lines being eliminated. Although
we
believe the terminated lines are adequately reserved, we cannot assure you
that
there will not be future adverse reserve development.
Our
life insurance business was downgraded by A.M. Best due to events surrounding
the restructuring
During
AMERCO’s restructuring in 2003, A.M. Best downgraded Oxford and its subsidiaries
to C+. Upon AMERCO’s emergence from bankruptcy in March 2004, Oxford and its
subsidiaries were upgraded to B-. The ratings were again upgraded in October
2004 to B. A.M. Best has indicated the rating outlook for our life insurance
companies is positive. 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.
Notes
receivable from SAC Holdings are a significant portion of AMERCO’s total assets.
At
June
30, 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 significant 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 significant
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 their 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 obliged, 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.
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 June 30, 2005, the Company had two interest rate
swap
contracts for $100 million each that serve to partially offset the changes
in
the variable interest rate of the Real Estate Backed Loan. On May 13, 2004,
the
Company entered into separate interest rate cap contracts for $200 million
of
its variable rate debt obligations for a two year term and for $50 million
of
its variable rate debt obligations for a three year term. At June 30, 2005,
the
Company had approximately $465,000 of variable debt obligations. A fluctuation
in the interest rates of 100 basis points would change interest expense for
the
Company by approximately $4.7 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 2.0% of our revenue is
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 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.
Evaluation
of Disclosure Controls and Procedures
We
conducted an evaluation of the effectiveness of the design and operation
of our
"disclosure controls and procedures" (Disclosure Controls) as of the end
of the
period covered by this Form 10-Q. This 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. 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 Form 10-K.
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 which materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART
II. OTHER INFORMATION
Not
applicable (see footnote 7 to the “Notes to the Condensed Consolidated Financial
Statements”).
Not
applicable.
Not
applicable.
No
matter
was submitted to a vote of the security holders of AMERCO or U-Haul during
the
first quarter of the fiscal year covered by this report, through the
solicitation or proxies or otherwise.
Item
1.01 Entry into a Material Definitive Agreement.
For
the
quarter ended June 30, 2005, the following cash bonuses were awarded to the
following executive officers:
Name
|
Cash
Bonus Amount
|
|||
Gary
B. Horton
|
$
|
500,000
|
||
John
C. Taylor
|
$
|
200,000
|
||
Jack
A. Peterson
|
$
|
35,000
|
||
Ronald
C. Frank
|
$
|
17,437
|
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
|
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
|
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 June 28, 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 July 6, 2005,
file no. 1-11255
|
10.2
|
Security
Agreement, dated June 28, 2005, among U-Haul Leasing & Sales Co.,
U-Haul Company of Arizona and U-Haul International, Inc. in favor
of
Merrill Lynch Commercial Finance Corporation.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed July 6, 2005,
file no. 1-11255
|
10.3
|
Guarantee,
dated June 28, 2005, made by U-Haul International, Inc. in favor
of
Merrill Lynch Commercial Finance Corporation.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed July 6, 2005,
file no. 1-11255
|
10.4
|
Amended
and Restated Credit Agreement, dated June 8, 2005, among
Amerco Real
Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco
Real
Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc., U-Haul
International, Inc. and Merrill Lynch Commercial Finance
Corp.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed June 14, 2005,
file no. 1-11255
|
10.5
|
Security
Agreement, dated June 8, 2005, by Amerco Real Estate Company,
Amerco
Real Estate Company of Texas, Inc., Amerco Real Estate Company
of Alabama,
Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and
the
Marketing Grantors named therein in favor of Merrill Lynch Commercial
Finance Corp.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed June 14, 2005,
file no. 1-11255
|
10.6
|
Guarantee,
dated June 8, 2005, by U-Haul International, Inc. in favor
of Merrill
Lynch Commercial Finance Corp.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed June 14, 2005,
file no. 1-11255
|
10.7
|
Promissory
Note, dated June 8, 2005 by Amerco Real Estate Company,
Amerco Real
Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama,
Inc., U-Haul Co. of Florida, Inc. and U-Haul International,
Inc.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed June 14, 2005,
file no. 1-11255
|
10.8
|
Form
of Mortgage, Security Agreement, Assignment of Rents and Fixture
Filing,
dated June 8, 2005, in favor of Morgan Stanley Mortgage
Capital
Inc.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed June 14, 2005,
file no. 1-11255
|
10.9
|
Form
of Promissory Note, dated June 8, 2005, in favor of Morgan
Stanley
Mortgage Capital Inc.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed June 14, 2005,
file no. 1-11255
|
10.10
|
Form
of Mortgage, Security Agreement, Assignment of Rents and Fixture
Filing,
dated June 8, 2005, in favor of Merrill Lynch Mortgage Lending,
Inc.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed June 14, 2005,
file no. 1-11255
|
10.11
|
Form
of Promissory Note, dated June 8, 2005, in favor of Merrill
Lynch
Mortgage Lending, Inc.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed June 14, 2005,
file no. 1-11255
|
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) Certificate of Robet 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
|
Filed
herewith
|
32.2
|
Certificate
of Jason A. Berg, Chief Accounting Officer of AMERCO pursuant to
Section
906 of the Sabanes-Oxley Act of 2002
|
Filed
herewith
|
32.3
|
Certificate
of Robert T. Peterson, Chief Financial Officer of U-Haul International,
Inc. pursuant to Section 906 of the Sabanes-Oxley Act of
2002
|
Filed
herewith
|
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:
August 8, 2005
/s/
Edward J. Shoen
Edward
J.
Shoen
President
and Chairman of the Board
(Duly
Authorized Officer)
Date:
August 8, 2005
/s/
Jason A. Berg
Jason
A.
Berg
Chief
Accounting Officer
(Principal
Financial Officer)
U-HAUL
INTERNATIONAL, INC.
Date:
August 8, 2005
/s/
Edward J. Shoen
Edward
J.
Shoen
President
and Chairman of the Board
(Duly
Authorized Officer)
Date:
August 8, 2005
/s/
Robert T. Peterson
Robert
T.
Peterson
Chief
Financial Officer
(Principal
Financial Officer)