U-Haul Holding Co /NV/ - Annual Report: 2006 (Form 10-K)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K for Annual and Transition Reports
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
(Mark
One)
R ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For
the
fiscal year ended March 31, 2006
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
|
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Telephone
(602) 263-6645
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Securities
registered pursuant to Section 12(b) of the Act:
|
||
Registrant
|
Title
of Class
|
Name
of Each Exchange on Which Registered
|
AMERCO
|
Series
A 8 ½% Preferred Stock
|
New
York Stock Exchange
|
U-Haul
International, Inc.
|
None
|
|
Securities
registered pursuant to Section 12(g) of the Act:
|
||
Registrant
|
Title
of Class
|
Name
of Each Exchange on Which Registered
|
AMERCO
|
Common
|
NASDAQ
|
U-Haul
International, Inc.
|
None
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act Yes £
No
R
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Securities Act Yes £
No
R
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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K. £
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” Rule 12b-2 of Exchange Act. (Check
one):
Large
Accelerated filer £ Accelerated
filer R Non-accelerated
filer £
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £
No
R
The
aggregate market value of AMERCO common stock held by non-affiliates (i.e.,
stock held by person other than officers, directors and 5% shareholders of
AMERCO) on September 30, 2005 was $459,792,882. The aggregate market value
was
computed using the closing price for the common stock trading on NASDAQ on
such
date.
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 June 1,
2006.
5,385
shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at June 1, 2006. None of these shares were held by
non-affiliates.
Documents
incorporated by reference: Portions of AMERCO’s definitive Proxy Statement for
the 2006 Annual Meeting of Stockholders is incorporated by reference into Part
III of this report.
TABLE
OF CONTENTS
Page
No.
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PART
I
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Item
1.
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Business
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2
-
10
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Item
1A.
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Risk
Factors
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10
- 12
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Item
1B.
|
Unresolved
Staff Comments
|
12
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Item
2.
|
Properties
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12
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Item
3.
|
Legal
Proceedings
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13
- 14
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Item
4.
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14
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PART
II
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|||
Item
5.
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14
- 15
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Item
6.
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16
- 17
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Item
7.
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18
- 44
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Item
7A.
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45
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45
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Item
9.
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45
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Item
9A.
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46
- 47
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Item
9B.
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Other
information
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47
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PART
III
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Item
10.
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50
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Item
11.
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50
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Item
12.
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50
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Item
13.
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50
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Item
14.
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50
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PART
IV
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Item
15.
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51
-58
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Company
Overview
We
are
North America’s largest “do-it-yourself” moving and storage operator through our
subsidiary U-Haul International, Inc. (“U-Haul”). U-Haul is synonymous with
“do-it-yourself” moving and storage and is a leader in supplying products and
services to help people move and store their household and commercial goods.
Our
primary service objective is to provide the best product and service to the
most
people at the lowest cost.
We
rent
our distinctive orange U-Haul trucks and trailers as well as offer self-storage
rooms through a network of over 1,450 Company operated retail moving centers
and
13,950 independent U-Haul dealers. In addition, we have an independent storage
facility network with approximately 2,700 active affiliates. We also sell U-Haul
brand boxes, tape and other moving and self-storage products and services to
“do-it-yourself” moving and storage customers at all of our distribution outlets
and through our eMove web site.
U-Haul
is
the most convenient supplier of products and services meeting the needs of
North
America’s “do-it-yourself” moving and storage market. Our broad geographic
coverage throughout the United States and Canada and our extensive selection
of
U-Haul brand moving equipment rentals, self-storage rooms and related moving
and
storage products and services provide our customers with convenient “one-stop”
shopping.
Through
Republic Western Insurance Company (“RepWest”), our property and casualty
insurance subsidiary, we manage the property, liability and related insurance
claims processing for U-Haul. Oxford Life Insurance Company (“Oxford”), our life
insurance subsidiary, sells Medicare supplement, life insurance, annuities
and
other related products to non U-Haul customers and also administers the
self-insured employee health and dental plans for Arizona employees of the
Company.
We
were
founded in 1945 under the name “U-Haul Trailer Rental Company.” Since 1945, we
have rented trailers. Starting in 1959, we rented trucks on a one-way and
in-town basis exclusively through independent U-Haul dealers. Since 1974, we
have developed a network of U-Haul managed retail centers, through which we
rent
our trucks and trailers and sell moving and self-storage products and services
to complement our independent dealer network.
AMERCO
and U-Haul are each incorporated in Nevada. U-Haul’s Internet address is
www.uhaul.com. On AMERCO’s investor relations web site, www.amerco.com, we post
the following filings as soon as it is reasonably practical after they are
electronically filed with or furnished to the United States Securities and
Exchange Commission (“SEC”): our annual report on Form 10-K, our quarterly
reports on Form 10-Q, our current reports on Form 8-K, our proxy statement
related to our annual meeting of stockholders, and any amendments to those
reports or statements filed or furnished pursuant to Section 13(a) or 15(d)
of
the Securities Exchange Act of 1934. All such filings on our web site are
available free of charge.
Products
and Rental Equipment
Our
customers are primarily “do-it-yourself” household movers. U-Haul moving
equipment is specifically designed, engineered and manufactured for the
“do-it-yourself” household mover. These “do-it-yourself” movers include
individuals and families moving their belongings from one home to another,
college students moving their belongings, vacationers and sports enthusiasts
needing extra space or having special towing needs, people trying to save on
home furniture and home appliance delivery costs, and “do-it-yourself” home
remodeling and gardening enthusiasts who need to transport
materials.
2
As
of
March 31, 2006, our rental fleet consisted of approximately 93,000 trucks,
80,675 trailers and 33,500 tow devices. This equipment and our U-Haul brand
of
self-moving products and services are available through our network of managed
retail moving centers and independent U-Haul dealers. Independent U-Haul dealers
receive rental equipment from the Company, act as a rental agent and are paid
a
commission based on gross revenues generated from their U-Haul
rentals.
Our
rental truck chassis are manufactured by domestic and foreign truck
manufacturers. These chassis are joined with the U-Haul designed and
manufactured van boxes at U-Haul operated manufacturing and assembly facilities
strategically located throughout the United States. U-Haul rental trucks feature
our proprietary Lowest DeckSM,
which
provides our customers with extra ease of loading. The loading ramps on our
trucks are the widest in the industry, which reduce the time needed to move
belongings. Our Gentle Ride SuspensionSM
helps
our customers safely move delicate and prized possessions. Also, the engineers
at our U-Haul Technical Center determined that the softest ride in our trucks
was at the front of the van box. Consequently, they designed the part of the
van
box that hangs over the front cab of the truck to be the location for our
customers to place their most fragile items during their move. We call this
area
Mom’s AtticSM.
Our
distinctive orange trailers are also manufactured at these same U-Haul operated
manufacturing and assembly facilities. These trailers are well suited to the
low
profile of many of today’s newly manufactured automobiles. Our engineering staff
is committed to making our trailers easy to tow, aerodynamic and fuel
efficient.
To
provide our self-move customers with added value, our rental trucks and trailers
are designed for fuel efficiency. To help make our rental equipment more trouble
free, we perform extensive preventive maintenance and repairs.
We
also
provide customers with equipment to transport their vehicle. We provide three
towing options, including: auto transport, in which all four wheels are off
the
ground, tow dolly, in which the front wheels of the towed vehicle are off the
ground, and tow bar, where all four wheels are on the ground.
To
help
our customers load their boxes and larger household appliances and furniture,
we
offer several accessory rental items. Our utility dolly has a lightweight design
and is easy to maneuver. Another rental accessory is our four wheel dolly,
which
provides a large, flat surface for moving dressers, wall units, pianos and
other
large household items. U-Haul appliance dollies provide the leverage needed
to
move refrigerators, freezers, washers and dryers easily and safely. These
utility, furniture and appliance dollies, along with the low decks and the
wide
loading ramps on all U-Haul trucks and trailers, are designed for easy loading
and unloading of our customers’ belongings.
The
total
package U-Haul offers the “do-it-yourself” household mover doesn’t end with
trucks, trailers and accessory rental items. Our moving supplies include a
wide
array of affordably priced U-Haul brand boxes, tape and packing materials.
We
also provide specialty boxes for dishes, computers and sensitive electronic
equipment, carton sealing tape, security locks, and packing supplies, like
wrapping paper and cushioning foam. U-Haul brand boxes are specifically sized
to
make stacking and tiering easier.
Also,
U-Haul is North America’s largest seller and installer of hitches and towing
systems. In addition to towing U-Haul equipment these hitching and towing
systems can tow jet skis, motorcycles, boats, campers and horse trailers. Our
hitches, ball mounts, and balls undergo stringent testing requirements. Each
year, more than one million customers visit our locations for expertise on
complete towing systems, trailer rentals and the latest in towing
accessories.
U-Haul
is
also North America’s largest retail propane distributor, with more than 980
retail centers offering propane. We employ trained, certified personnel to
refill all propane cylinders, and our network of propane dispensing locations
is
the largest automobile alternative refueling network in North
America.
3
Self-storage
is a natural outgrowth of the self-moving industry. Conveniently located U-Haul
self-storage rental facilities provide clean, dry and secure space for storage
of household and commercial goods, with storage units ranging in size from
6
square feet to 845 square feet. We operate nearly 1,045 self-storage locations
in North America, with more than 377,750 rentable rooms comprising approximately
33.2 million square feet of rentable storage space. Our self-storage centers
feature a wide array of security measures, ranging from electronic property
access control gates to individually alarmed storage units. At many centers,
we
offer climate controlled storage rooms to protect temperature sensitive goods
such as video tapes, albums, photographs and precious wood
furniture.
Additionally,
we offer moving and storage protection packages such as Safemove and Safetow,
protecting moving and towing customers with a damage waiver, cargo protection
and medical and life coverage, and Safestor, protecting storage customers from
loss on their goods in storage.
Our
eMove
web site, www.emove.com, is the largest network of customers and businesses
in
the self-moving and self-storage industry. The eMove network consists of
channels where customers, businesses and service providers transact business.
The eMove Moving Help marketplace connects “do-it-yourself” movers with
independent service providers to assist movers pack, load, unload, clean, drive
and other services. Thousands of independent service providers already
participate in the eMove network.
Through
the eMove Storage Affiliate Program, independent storage businesses can join
the
world’s largest storage reservation system. Self-storage customers making a
reservation through eMove can access all of the U-Haul self-storage centers
and
all of our independent storage affiliate partners for even greater convenience
to meet their self-storage needs.
Description
of Operating Segments
AMERCO
has four reportable segments. They are Moving and Storage Operations (AMERCO,
U-Haul and Real Estate), Property and Casualty Insurance, Life Insurance and
SAC
Holding II Corporation and its subsidiaries (“SAC Holding II”) for fiscal 2006
and fiscal 2005 and SAC Holdings for fiscal 2004 (see Note 2 to the Notes to
Consolidated Financial Statements, Principles of Consolidation).
Financial
information for each of our Operating Segments is included in the Notes to
Consolidated Financial Statements as part of Item 8 of this report.
Moving
and Storage Operating Segment
Our
“do-it-yourself” moving business consists of U-Haul truck and trailer rentals
and U-Haul moving supply and service sales. Our storage business consists of
U-Haul self-storage room rentals, self-storage related products and service
sales and management of non-owned self-storage facilities.
Net
revenue from our Moving and Storage operating segment were approximately 90.2%,
89.2% and 81.3% of consolidated net revenue in fiscal 2006, 2005 and 2004,
respectively.
During
fiscal 2006, the Company added over 15,500 new trucks and over 3,000 new
trailers to our existing rental fleet. These additions were a combination of
U-Haul manufactured vehicles and purchases. As new trucks were added to the
fleet, the Company rotated out of the fleet older trucks keeping the overall
fleet size constant. The continued expansion and upgrading of our rental fleet
will allow us to enter new markets and to achieve better utilization in existing
markets.
Within
our truck and trailer rental operation we are focused on expanding our
independent dealer network to provide added convenience for our customers.
U-Haul has approximately 13,950 dealers which are independent contractors,
and
are exclusive to U-Haul International, Inc. An independent dealer must maintain
a singular fleet of U-Haul vehicles. U-Haul maximizes vehicle utilization by
effective distribution of the truck and trailer fleets among the Company’s
centers and independent dealers. Utilizing its sophisticated reservations
management system, the Company’s centers and dealers electronically report their
inventory in real-time, which facilitates matching equipment to customer
demand.
4
At
our
owned and operated retail centers we have implemented several customer service
initiatives. These initiatives include improving management of our rental
equipment to provide our retail centers with the right type of rental equipment,
at the right time and at the most convenient location for our customers,
effective marketing of our broad line of self-moving related products and
services, maintaining longer hours of operation to provide more convenience
to
our customers, and increasing staff by attracting and retaining “moonlighters”
(part-time U-Haul employees with full-time jobs elsewhere) during our peak
hours
of operation.
Effective
marketing of our self-moving related products and services, such as boxes,
pads
and insurance, helps our customers have a better moving experience and helps
them protect their belongings from potential damage during the moving process.
We are committed to providing a complete line of products selected with the
“do-it-yourself” moving and storage customer in mind.
These
actions are leveraged by over 1,450 Company operated retail centers and enable
the Company to provide better customer service, which we believe has led to
increased sales and increased productivity.
Our
self-storage business consists of U-Haul self-storage
room rentals, self-storage related products and service sales and management
of
self-storage facilities not owned by the Company.
U-Haul is
one of
the largest North American operators of self-storage and has been a leader
in
the self-storage industry since 1974. U-Haul operates
over 377,750 storage rooms, approximately 33.2 million square feet of storage
space with locations in 49 states and 10 Canadian provinces. U-Haul’s owned and
managed self-storage facility locations range in size up to 171,500 square
feet
of storage space, with individual storage units in sizes ranging from 6 square
feet to 845 square feet.
The
primary market for storage rooms is the storage of household goods. We believe
that our self-storage services provide a competitive advantage through such
things as Maximum Security (“MAX”), an electronic system that monitors the
storage facility 24 hours a day; climate control; individually alarmed rooms;
extended hour access; and an internet - based customer reservation and account
management system.
eMove
is
an online marketplace that connects consumers to over 2,880 independent sellers
of Moving Help® and Self-Storage services. Our network of customer-rated
Affiliates provides pack and load help, cleaning help, self-storage and similar
services, all over North America.
An
individual or a company can connect to the eMove network by becoming an eMove
Moving Help® Affiliate or an eMove Storage Affiliate™. Moving Helpers assist
customers with packing, loading, cleaning and unloading their truck or storage
unit. The Storage Affiliate program enables independent self-storage facilities
to expand their reach by connecting into a centralized 1-800 and internet
reservation system and for a fee, receive an array of services including
web-based management software, Secured Online Affiliated Rentals (S.O.A.R®),
co-branded rental trucks, savings on insurance, credit card processing and
more.
Approximately 2,700 facilities are now registered on the eMove network.
With
over
69,000 unedited reviews of independent vendors, the marketplace has facilitated
Moving Help® and Self-Storage transactions all over North America. We believe
that acting as an intermediary, with little added investment, serves the
customer in a cost effective manner. Our goal is to further utilize our
web-based technology platform to increase service to consumers and businesses
in
the moving and storage market.
5
Property
and Casualty Insurance Operating Segment
RepWest
provides loss adjusting and claims handling for U-Haul through regional offices
across North America. Through the Company’s affiliation with RepWest, U-Haul
offers its customers moving and storage contents insurance products, branded
Safemove and Safestor, respectively. The Safemove policy provides moving
customers with a damage waiver, cargo protection and medical and life coverage.
Management believes that its Safemove product is highly competitive, as
competing policies contain deductibles, higher premiums and more confusing
layers of coverage. We continue to focus on increasing the penetration of these
products. The business plan for RepWest includes offering property and casualty
products for other U-Haul related programs.
Net
revenue from our Property and Casualty Insurance operating segment were
approximately 1.8%, 2.1% and 5.2% of consolidated net revenue in fiscal 2006,
2005 and 2004, respectively.
Life
Insurance Operating Segment
Oxford
originates and reinsures annuities, ordinary life, group life and disability
coverage, and Medicare supplement insurance. Oxford also administers the
self-insured employee health and dental plans for Arizona employees of the
Company.
Net
revenue from our Life Insurance operating segment was approximately 6.7%, 7.6%
and 7.8% of consolidated net revenue in fiscal 2006, 2005 and 2004,
respectively.
SAC
Holdings Operating Segment
SAC
Holding Corporation and its subsidiaries, and SAC Holding II Corporation and
its
subsidiaries, collectively referred to as “SAC Holdings”, own self-storage
properties that are managed by U-Haul under property management agreements
and
act as independent U-Haul rental equipment dealers. AMERCO, through its
subsidiaries, has contractual interests in certain of SAC Holdings’ properties
entitling AMERCO to potential future income based on the financial performance
of these properties. With respect to SAC Holding II, AMERCO is considered the
primary beneficiary of these contractual interests. Consequently, we include
the
results of SAC Holding II in the consolidated financial statements of AMERCO,
as
required by FIN 46(R).
Net
revenue from our SAC Holdings operating segment was approximately 1.3%, 1.1%
and
5.7% of consolidated net revenue in fiscal 2006, 2005 and 2004,
respectively.
Employees
As
of
March 31, 2006, we employed approximately 17,500 people throughout North America
with approximately 98% of these employees working within our Moving and Storage
operating segment.
Sales
and Marketing
We
promote U-Haul brand awareness through direct and co-marketing arrangements.
Our
direct marketing activities consist of yellow pages, print and web based
advertising as well as trade events, movie cameos of our rental fleet and boxes,
and industry and consumer communications. Our rental equipment is our best
form
of advertisement. We support our independent U-Haul dealers through advertising
of U-Haul moving and self-storage rentals, products and services.
Our
marketing plan includes maintaining our leadership position with U-Haul being
synonymous with “do-it-yourself” moving and storage. We accomplish this by
continually improving the ease of use and efficiency of our rental equipment,
by
providing added convenience to our retail centers through independent U-Haul
dealers, and by expanding the capabilities of our eMove web site.
A
significant driver of U-Haul’s rental transaction volume is our utilization of
an online reservation and sales system, through www.uhaul.com, www.eMove.com
and
our 24-hour 1-800-GO-U-HAUL telephone reservations system. The Company’s
1-800-GO-U-HAUL telephone reservation line is prominently featured on nationwide
yellow page advertising, its websites and on the outside of its vehicles, and
is
a major driver of customer lead sources.
6
Competition
Moving
and Storage Operating Segment
The
moving truck and trailer rental industry is large and highly competitive. There
are two distinct users of rental trucks: commercial and “do-it-yourself”
residential users. We focus primarily on the “do-it-yourself” residential user.
Within this segment, we believe the principal competitive factors are
convenience of rental locations, availability of quality rental moving
equipment, breadth of essential products and services, and price. Our major
competitors in the moving equipment rental market are Budget Car and Truck
Rental Company and Penske Truck Leasing.
The
self-storage market is large and highly fragmented. We believe the principal
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 Inc., Extra Space Storage, Inc., and
Sovran Self-Storage Inc.
Insurance
Operating Segments
The
highly competitive insurance industry includes a large number of life insurance
companies and property and casualty insurance companies. In addition, the
marketplace now includes financial services firms offering both insurance and
financial products. Some of the insurance companies are owned by stockholders
and others are owned by policyholders. Many competitors have been in business
for a longer period of time or possess substantially greater financial resources
and broader product portfolios than our insurance companies. We compete in
the
insurance business based upon price, product design, and services rendered
to
agents and policyholders.
Corporate
Governance
Corporate
governance is typically defined as the system that allocates duties and
authority among a Company’s stockholders, board of directors and management. The
stockholders elect the board and vote on extraordinary matters; the board is
the
Company’s governing body; and management runs the day-to-day operations of the
Company.
Our
current AMERCO Board members are William E. Carty, John M. Dodds, Charles J.
Bayer, John P. Brogan, Daniel R. Mullen, M. Frank Lyons, James P. Shoen and
Edward J. Shoen.
Board
Responsibilities and Structure
The
primary responsibilities of the Board of Directors (the “Board”) are oversight,
counseling and providing direction to the management of the Company in the
long-term interests of the Company and its stockholders.
The
Board
and its committees meet throughout the year on a set schedule, and also hold
special meetings and act by written consent from time to time as needed. The
Board has delegated various responsibilities and authority to different Board
committees as generally described below. Committees regularly report on their
activities and actions to the full Board.
7
Board
Committees
The
Board
currently has an Audit, Executive Finance, Compensation, and Independent
Governance Committees, as well as an Advisory Board.
Audit
Committee. The
Audit
Committee assists the Board in fulfilling its oversight responsibilities as
to
financial reporting, audit functions and risk management. The Audit Committee
monitors the financial information that is provided to stockholders and others,
the independence and performance of the Company’s independent registered public
accounting firm and internal audit department and the systems of internal
control established by management and the Board.
The
Audit
Committee operates pursuant to a written charter approved by the Board. The
Audit Committee is comprised of Charles J. Bayer, John M. Dodds, Daniel R.
Mullen, and John P. Brogan, each qualifying as “independent” under special
standards developed by the SEC and NASDAQ for members of audit committees,
and
each member has been determined by the Board to meet the qualifications of
an
“audit committee financial expert.” Mr. John P. Brogan is designated the audit
committee financial expert. Stockholders should understand that this designation
is a disclosure requirement of the SEC related to Mr. Brogan’s experience and
understanding with respect to certain accounting and auditing matters. The
designation does not impose on Mr. Brogan any duties, obligations or liability
that are greater than are generally imposed on him as a member of the Audit
Committee and the Board, and his designation as an audit committee financial
expert pursuant to this SEC requirement does not affect the duties, obligations
or liability of any other member of the Audit Committee or Board.
Executive
Finance Committee. The
Executive Finance Committee is authorized to act on behalf of the Board in
approving any transaction involving the finances of the Company. The committee
has the authority to give final approval for the borrowing of funds on behalf
of
the Company without further action or approval of the Board. The Executive
Finance Committee is comprised of Edward J. Shoen, John P. Brogan and Charles
J.
Bayer.
Compensation
Committee. The
Compensation Committee reviews the Company’s executive compensation plans and
policies, including benefits and incentives, to ensure that they are consistent
with the goals and objectives of the Company. The committee reviews and makes
recommendations to the Board regarding management recommendations for changes
in
executive compensation and monitors management plans and programs for the
retention, motivation and development of senior management. The Compensation
Committee is composed of John P. Brogan and John M. Dodds, independent directors
of the Company.
Independent
Governance Committee. The
Independent Governance Committee is chaired by John P. Brogan, an independent
member of the Board. Thomas W. Hayes, the former State Treasurer of California,
and Paul A. Bible, a partner in the Reno-based law firm of Bible, Hoy &
Trachok, are also members of this committee. Neither Mr. Hayes nor Mr. Bible
are
members of the Company’s Board. The Independent Governance Committee evaluates
the Company’s corporate governance principles and standards and proposes to the
Board any modifications which are deemed appropriate for sound corporate
governance. The committee may review potential candidates for Board membership.
The committee may review other matters as referred to it by the Board. The
committee has the authority to and a budget from which to retain professionals.
The committee membership term is one year and each member is determined by
the
Board to be free of any relationship that would interfere with his ability
to
exercise independent judgment as a member of this committee.
Advisory
Board Members. In
addition to the four committees described above, the Board authorized up to
two
Advisory Board Members. On June 4, 2003, the Board appointed Michael L.
Gallagher as a member of the Advisory Board. Mr. Gallagher is a senior partner
in the law firm Gallagher & Kennedy. Mr. Gallagher is also a director of
Pinnacle West Capital Corporation, Action Performance Companies, Inc. and the
Omaha World Herald Company. On October 5, 2005 the Board appointed Barbara
Smith
Campbell as a second Advisory Board Member. Ms. Campbell is President of
Consensus, LLC. and is also a trustee for the Donald W. Reynolds
Foundation.
8
Recent
Developments
Preferred
Stock Dividends
On
May 3,
2006, the Board of Directors of AMERCO declared a regular quarterly cash
dividend of $0.53125 per share on the Company’s Series A 8½ % Preferred Stock.
The dividend was paid on June 1, 2006 to holders of record on May 15,
2006.
Life
Insurance Acquisition
On
March
6, 2006, Christian Fidelity Life Insurance Company (“CFLIC”), a wholly-owned
subsidiary of Oxford acquired Dallas General Life Insurance Company, a
Texas-based insurer that primarily distributes Medicare supplement insurance.
The purchase price was $4.5 million and was effective February 28,
2006.
Mezzanine
Loan
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under the CMBS Mezzanine Loan. The loan was originated by Morgan
Stanley Mortgage Capital, Inc. and is in the amount of $19.4 million. The loan
was entered into on August 12, 2005. On June 2, 2006, we have notified the
lender of our intent to prepay the entire loan in full on August 30, 2006.
There
are no prepayment fees or penalties associated with the planned prepayment
of
this loan.
New
Financings
On
June
7, 2006, U-Haul International, Inc. and certain subsidiaries entered into a
$150.0 million term loan facility with BTMU Capital Corporation that is expected
to be drawn down over the next several months to fund the acquisition of
new
rental trucks. The credit facility is secured by a portion of the Company’s new
truck rental fleet. The above discussion of select terms of the agreements
and
is qualified in its entirety by reference to our agreements with BTMU Capital
Corporation filed as Exhibits 10.85, 10.86 and 10.87 hereto.
On June 7, 2006, U-Haul International, Inc. and certain subsidiaries entered
into a $50.0 million term loan facility with Bayerische Hypo-und Vereinsbank
that is expected to be drawn down over the next several months to fund the
acquisition of new rental trucks. The credit facility is secured by a portion
of
the Company’s new truck rental fleet. The above discussion of select terms of
the agreements and is qualified in its entirety by reference to our agreements
with Bayerische Hypo-und Vereinsbank filed as Exhibits 10.91 and 10.92
hereto.
The
existing Merrill Lynch Rental
Truck Amortizing Loan and Revolving Credit Agreement were amended to clarify
their security interests in only those trucks serving as collateral for those
loans. The above discussion is merely a description of select terms of the
amendments and is qualified in its entirety by reference to such amendments
with
Merrill Lynch Commercial Finance Corporation filed as Exhibits 10.88 and
10.89
hereto.
9
Cautionary
Statement Regarding Forward-Looking Statements
This
Annual Report on Form 10-K, including the documents incorporated by reference,
contains “forward-looking statements” regarding future events and our future
results. We may make additional written or oral forward-looking statements
from
time to time in filings with the Securities and Exchange Commission (the “SEC”)
or otherwise. We believe such forward-looking statements are within the meaning
of the safe-harbor provisions of Section 27A of the Securities Act of 1933,
as
amended, and section 21E of the Securities Exchange Act of 1934, as amended.
Such statements may include, but are not limited to, projections of revenues,
earnings or loss; estimates of capital expenditures, plans for future
operations, products or services; financing needs and plans; our perceptions
of
our legal positions and anticipated outcomes of government investigations and
pending litigation against us; liquidity; goals and strategies; plans for new
business; growth rate assumptions, pricing, costs, and access to capital and
leasing markets as well as assumptions relating to the foregoing. The words
“believe”, “expect”, “anticipate”, “estimate”, “project” and similar expressions
identify forward-looking statements, which speak only as of the date the
statement was made. Forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified. Factors
that
could significantly affect results include, without limitation, the risk factors
enumerated at the end of this section, as well as the following: the Company’s
ability to operate pursuant to the terms of its credit facilities; the Company’s
ability to maintain contracts that are critical to its operations; the costs
and
availability of financing; the Company’s ability to execute its business plan;
the Company’s ability to attract, motivate and retain key employees; general
economic conditions; fluctuations in our costs to maintain and update our fleet
and facilities; our ability to refinance our debt; changes in government
regulations, particularly environmental regulations; our credit ratings; the
availability of credit; changes in demand for our products; changes in the
general domestic economy; the 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 SEC. The above factors, the following disclosures, as well as
other statements in this report and in the Notes to our 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.
The
following discussion of risk factors should be read in conjunction with
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (MD&A), the consolidated financial statements and related notes.
These risk factors may be important in understanding this Annual Report on
Form
10-K or elsewhere.
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, our primary competitors are Budget Car and Truck Rental Company and
Penske Truck Leasing. Some of our competitors may have greater financial
resources than we have. We can not assure you that we will be able to maintain
existing rental prices or implement 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. Some of our primary competitors
in
the self-storage market are Public Storage, Inc., Extra Space Storage, Inc.,
and
Sovran Self-Storage Inc. 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.
10
Control
of AMERCO remains in the hands of a small contingent.
As
of
March 31, 2006, 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 are beneficial owners of 8,967,632
shares (approximately 42.1%) 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, 2,031,070
shares (approximately 9.5%) of the outstanding common shares of AMERCO are
held
by our Employee Savings and Employee Stock Ownership Trust.
Our
operations subject us to numerous environmental regulations and the possibility
that environmental liability in the future could adversely affect our
operations.
Compliance
with environmental requirements of federal, state and local governments
significantly affects our business. Among other things, these requirements
regulate the discharge of materials into the water, air and land and govern
the
use and disposal of hazardous substances. Under environmental laws or common
law
principles, we can be held strictly liable for hazardous substances that are
found on real property we have owned or operated. We are aware of issues
regarding hazardous substances on some of our real estate and we have put in
place a remedial plan at each site where we believe such a plan is necessary
(see Note 17 of our Consolidated Financial Statements). We regularly make
capital and operating expenditures to stay in compliance with environmental
laws. In particular, we have managed a testing and removal program since 1988
for our underground storage tanks. Despite these compliance efforts, risk of
environmental liability is part of the nature of our business.
Environmental
laws and regulations are complex, change frequently and could become more
stringent in the future. We cannot assure you that future compliance with these
regulations, future environmental liabilities, the cost of defending
environmental claims, conducting any environmental remediation or generally
resolving liabilities caused by us or related third parties will not have a
material adverse effect on our business, financial condition or results of
operations.
Our
quarterly results of operations fluctuate due to seasonality and other factors
associated with our industry.
Our
business is seasonal and our results of operations and cash flows fluctuate
significantly from quarter to quarter. Historically, revenues have been stronger
in 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, due to a greater potential for adverse weather conditions
and
other factors that are not necessarily seasonal. As a result, our operating
results for a quarterly period are not necessarily indicative of operating
results for an entire year.
We
obtain our rental trucks from a limited number of
manufacturers.
In
the
last ten years, we purchased most of our rental trucks from Ford Motor Company
and General Motors Corporation. Although we believe that we could obtain
alternative sources of supply for our rental trucks, termination of one or
both
of our relationships with these suppliers could have a material adverse effect
on our business, financial condition or results of operations for an indefinite
period of time or we may not be able to obtain rental trucks under similar
terms, if at all.
Our
property and casualty insurance business has suffered extensive
losses.
Between
January 1, 2000 and December 31, 2004, RepWest, reported pretax losses totaling
approximately $164.0 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 of business. RepWest’s
pretax earnings for fiscal 2006 were $1.1 million primarily due to its exit
from
all non U-Haul lines of business. Although we believe the terminated lines
are
adequately reserved, we cannot assure that there will not be future adverse
loss
development.
11
Our
life insurance business was downgraded by A.M. Best due to events surrounding
the restructuring.
A.M.
Best
downgraded Oxford and its subsidiaries during AMERCO's restructuring 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. In October 2005, A.M. Best upgraded Oxford and its subsidiaries
to B+
with a stable outlook. Prior to AMERCO’s restructuring, Oxford was rated B++.
Financial strength ratings are important external factors that can affect the
success of Oxford’s business plans. Accordingly, if Oxford’s ratings, relative
to its competitors, do not continue to improve, Oxford may not be able to retain
and attract business as currently planned.
Our
notes receivable from SAC Holdings.
At
March
31, 2006, we held approximately $203.7 million of notes receivable from SAC
Holdings, of which $75.1 million are related to SAC Holding II and have been
eliminated in the consolidating financial statements. 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 of its obligations
to us. In such an event of default, we could suffer a loss to the extent the
value of the underlying collateral of SAC Holdings is inadequate to repay SAC
Holding’s senior lenders and our junior unsecured notes. We cannot assure you
that SAC Holdings will not default on its loans to its senior lenders or that
the value of SAC Holdings assets upon liquidation would be sufficient to repay
us in full.
We
face risks related to an SEC investigation and securities
litigation.
The
SEC
has issued a formal order of investigation to determine whether we have violated
Federal Securities laws. Although we have cooperated with the SEC in this matter
and intend to continue to cooperate, the SEC may determine that we have violated
Federal Securities laws. We cannot predict when this investigation will be
completed or its outcome. If the SEC makes a determination that we have violated
Federal Securities laws, we may face sanctions, including, but not limited
to,
significant monetary penalties and injunctive relief.
In
addition, the Company has been named a defendant in a number of class action
and
related lawsuits. The findings and outcome of the SEC investigation may affect
the class-action lawsuits that are pending. We are generally obligated, to
the
extent permitted by law, to indemnify our directors and officers who are named
defendants in some of these lawsuits. We are unable to estimate what our
liability in these matters may be, and we may be required to pay judgments
or
settlements and incur expenses in aggregate amounts that could have a material
adverse effect on our financial condition or results of operations. Please
refer
to Item 3. Legal Proceedings.
There
were no unresolved staff comments at March 31, 2006.
Item
2. Properties
The
Company, through its legal subsidiaries, owns property, plant and equipment
that
are utilized in the manufacture, repair and rental of U-Haul equipment
and storage space as well as providing office space for the Company. Such
facilities exist throughout the United States and Canada. The Company also
manages storage facilities owned by others. The Company operates over 1,450
U-Haul retail
centers, and operates 13 manufacturing and assembly facilities. We also operate
over 245 fixed site-repair facilities located throughout the United States
and
Canada.
SAC
Holdings owns property, plant and equipment that are utilized in the sale of
moving supplies, rental of self-storage rooms and U-Haul equipment. Such
facilities exist throughout the United States and Canada. We manage the storage
facilities under property management agreements whereby the management fees
are
consistent with management fees received by U-Haul for other properties owned
by
unrelated parties and previously managed by us.
12
Item
3. Legal
Proceedings
Shoen
On
September 24, 2002, Paul F. Shoen filed a derivative action in the Second
Judicial District Court of the State of Nevada, Washoe County, captioned Paul
F.
Shoen vs. SAC Holding Corporation et al., CV02-05602, seeking damages and
equitable relief on behalf of AMERCO from SAC Holdings and certain current
and
former members of the AMERCO Board of Directors, including Edward J. Shoen,
Mark
V. Shoen and James P. Shoen as defendants. AMERCO is named a nominal defendant
for purposes of the derivative action. The complaint alleges breach of fiduciary
duty, self-dealing, usurpation of corporate opportunities, wrongful interference
with prospective economic advantage and unjust enrichment and seeks the
unwinding of sales of self-storage properties by subsidiaries of AMERCO to
SAC
Holdings over the last several years. The complaint seeks a declaration that
such transfers are void as well as unspecified damages. On October 28, 2002,
AMERCO, the Shoen directors, the non-Shoen directors and SAC Holdings filed
Motions to Dismiss the complaint. In addition, on October 28, 2002, Ron Belec
filed a derivative action in the Second Judicial District Court of the State
of
Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al., CV
02-06331 and on January 16, 2003, M.S. Management Company, Inc. filed a
derivative action in the Second Judicial District Court of the State of Nevada,
Washoe County, captioned M.S. Management Company, Inc. vs. William E. Carty,
et
al., CV 03-00386. Two additional derivative suits were also filed against these
parties. These additional suits are substantially similar to the Paul F. Shoen
derivative action. The five suits assert virtually identical claims. In fact,
three of the five plaintiffs are parties who are working closely together and
chose to file the same claims multiple times. These lawsuits alleged that the
AMERCO Board lacked independence. In reaching its decision to dismiss these
claims, the court determined that the AMERCO Board of Directors had the
requisite level of independence required in order to have these claims resolved
by the Board. The court consolidated all five complaints before dismissing
them
on May 28, 2003. Plaintiffs appealed and, on September 12, 2005 the Nevada
Supreme Court heard oral arguments. The parties are awaiting a
ruling.
Securities
Litigation
AMERCO
is
a defendant in a consolidated putative class action lawsuit entitled “In Re
AMERCO Securities Litigation”, United States District Court, Case No.
CV-N-03-0050-ECR (RAM). The action alleges claims for violation of Section
10(b)
of the Securities Exchange Act and Rule 10b-5 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 and assigned to Judge Bryan. Motions to Dismiss are fully briefed and
are before the court. Prior to the ruling on the Motions to Dismiss, the parties
have agreed to a settlement in principle, subject to final documentation and
approval by the Court. The settlement in the amount of $5.0 million, will
be covered by AMERCO’s D&O insurance carrier.
Securities
and Exchange Commission
The
SEC
has issued a formal order of investigation to determine whether the Company
has
violated the Federal Securities laws. The Company has produced and delivered
all
requested documents and information and provided testimony from all requested
witnesses to the SEC. The Company continues to cooperate with the SEC. We cannot
predict the outcome of the investigation.
13
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 $7.6 million through 2011 to remediate these
properties.
Other
The
Company is named as a defendant in various other litigation and claims arising
out of the normal course of business. In managements’ opinion none of these
other matters will have a material effect on the Company’s financial position
and results of operations.
Item
4. Submission
of Matters to a Vote of Security Holders
No
matter
was submitted to a vote of the security holders of AMERCO or U-Haul during
the
fourth quarter of the fiscal year covered by this report, through the
solicitation of proxies or otherwise.
PART
II
Item
5. Market
for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
As
of
April 30, 2006 there were approximately 3,200 holders of record of the common
stock. AMERCO’s common stock is listed on NASDAQ (its principal market) under
the trading symbol “UHAL”. The number of shareholders’ is derived using internal
stock ledgers and utilizing Mellon Investor Services Stockholder
listings.
The
following table sets forth the high and the low sales price of the common stock
of AMERCO for the periods indicated:
Year
Ended March 31,
|
||||||||||||||||
2006
|
2005
|
|||||||||||||||
|
High
|
Low
|
High
|
Low
|
||||||||||||
First
quarter
|
$
|
56.10
|
$
|
42.75
|
$
|
29.50
|
$
|
19.76
|
||||||||
Second
quarter
|
$
|
63.61
|
$
|
52.80
|
$
|
38.03
|
$
|
21.00
|
||||||||
Third
quarter
|
$
|
73.68
|
$
|
54.60
|
$
|
46.54
|
$
|
36.89
|
||||||||
Fourth
quarter
|
$
|
101.24
|
$
|
65.45
|
$
|
48.23
|
$
|
41.50
|
The
common stock of U-Haul is wholly-owned by AMERCO. As a result, no active trading
market exists for the purchase and sale of such common stock.
14
Dividends
AMERCO
does not have a formal dividend policy. The Board of Directors of AMERCO
periodically considers the advisability of declaring and paying dividends in
light of existing circumstances
U-Haul
has not declared cash dividends to AMERCO during the three most recent fiscal
years. On January 1, 2006, U-Haul paid a non-cash dividend to AMERCO in the
form
of a reduction in an intercompany payable.
See
Note
20 of Notes to Consolidated Financial Statements for a discussion of certain
statutory restrictions on the ability of the insurance subsidiaries to pay
dividends to AMERCO.
See
Note
11 of Notes to Consolidated Financial Statements for a discussion of AMERCO’s
preferred stock.
During
the fourth quarter of fiscal 2006 we did not repurchase any shares of our equity
securities.
15
Item
6. Selected
Financial Data
The
following selected financial data should be read in conjunction with
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (MD&A), and the consolidated financial statements and related
notes in the Annual Report on Form 10-K.
Listed
below is selected financial data for AMERCO and consolidated entities for the
five years ended March 31:
Year
Ended March 31,
|
||||||||||||||||
2006
|
2005
|
2004
|
2003
|
2002
|
||||||||||||
(In
thousands, except share and per share data)
|
||||||||||||||||
Summary
of Operations:
|
||||||||||||||||
Self-moving
equipment rentals
|
$
|
1,503,569
|
$
|
1,437,895
|
$
|
1,381,208
|
$
|
1,293,732
|
$
|
1,253,887
|
||||||
Self-storage
revenues
|
122,119
|
114,155
|
247,640
|
238,938
|
223,135
|
|||||||||||
Self-moving
and self-storage products and service sales
|
223,721
|
206,098
|
232,965
|
223,677
|
225,510
|
|||||||||||
Property
management fees
|
21,195
|
11,839
|
259
|
89
|
88
|
|||||||||||
Life
insurance premiums
|
118,833
|
126,236
|
145,082
|
158,719
|
157,371
|
|||||||||||
Property
and casualty insurance premiums
|
26,001
|
24,987
|
92,036
|
149,206
|
253,799
|
|||||||||||
Net
investment and interest income
|
53,094
|
56,739
|
38,281
|
40,731
|
47,343
|
|||||||||||
Other
revenue
|
38,094
|
30,172
|
38,523
|
36,252
|
38,283
|
|||||||||||
Total
revenues
|
2,106,626
|
2,008,121
|
2,175,994
|
2,141,344
|
2,199,416
|
|||||||||||
Operating
expenses
|
1,080,990
|
1,122,197
|
1,179,996
|
1,182,222
|
1,212,403
|
|||||||||||
Commission
expenses
|
180,101
|
172,307
|
147,010
|
138,652
|
137,806
|
|||||||||||
Cost
of sales
|
113,135
|
105,309
|
111,906
|
115,115
|
122,694
|
|||||||||||
Benefits
and losses
|
117,160
|
140,343
|
217,447
|
248,349
|
376,673
|
|||||||||||
Amortization
of deferred policy acquisition costs
|
24,261
|
28,512
|
39,083
|
37,681
|
40,674
|
|||||||||||
Lease
expense
|
142,781
|
151,354
|
160,727
|
166,101
|
164,075
|
|||||||||||
Depreciation,
net of (gains) losses on disposal
|
142,817
|
121,103
|
148,813
|
137,446
|
102,957
|
|||||||||||
Restructuring
expense
|
-
|
-
|
44,097
|
6,568
|
-
|
|||||||||||
Total
costs and expenses
|
1,801,245
|
1,841,125
|
2,049,079
|
2,032,134
|
2,157,282
|
|||||||||||
Earnings
from operations
|
305,381
|
166,996
|
126,915
|
109,210
|
42,134
|
|||||||||||
Interest
expense
|
(69,481
|
)
|
(73,205
|
)
|
(121,690
|
)
|
(148,131
|
)
|
(109,465
|
)
|
||||||
Fees
on early extinguishment of debt (b)
|
(35,627
|
)
|
-
|
-
|
-
|
-
|
||||||||||
Litigation
settlement, net of costs, fees and expenses
|
-
|
51,341
|
-
|
-
|
-
|
|||||||||||
Pretax
earnings (loss)
|
200,273
|
145,132
|
5,225
|
(38,921
|
)
|
(67,331
|
)
|
|||||||||
Income
tax benefit (expense)
|
(79,119
|
)
|
(55,708
|
)
|
(8,077
|
)
|
13,935
|
19,891
|
||||||||
Net
earnings (loss)
|
121,154
|
89,424
|
(2,852
|
)
|
(24,986
|
)
|
(47,440
|
)
|
||||||||
Less:
Preferred stock dividends
|
(12,963
|
)
|
(12,963
|
)
|
(12,963
|
)
|
(12,963
|
)
|
(12,963
|
)
|
||||||
Earnings
(loss) available to common shareholders
|
$
|
108,191
|
$
|
76,461
|
$
|
(15,815
|
)
|
$
|
(37,949
|
)
|
$
|
(60,403
|
)
|
|||
Net
earnings (loss) per common share basic and diluted
|
$
|
5.19
|
$
|
3.68
|
$
|
$(0.76
|
)
|
$
|
(1.82
|
)
|
$
|
(2.87
|
)
|
|||
Weighted
average common shares outstanding: Basic and diluted
|
20,857,108
|
20,804,773
|
20,749,998
|
20,824,618
|
21,063,720
|
|||||||||||
Cash
dividends declared and accrued
|
||||||||||||||||
Preferred
stock
|
$
|
12,963
|
$
|
12,963
|
$
|
12,963
|
$
|
12,963
|
$
|
12,963
|
||||||
Balance
Sheet Data:
|
||||||||||||||||
Property,
plant and equipment, net
|
1,535,165
|
1,354,468
|
1,451,805
|
1,946,317
|
1,936,076
|
|||||||||||
Total
assets
|
3,367,218
|
3,116,173
|
3,394,748
|
3,832,372
|
3,732,317
|
|||||||||||
Capital
leases
|
-
|
-
|
99,607
|
137,031
|
-
|
|||||||||||
AMERCO's
notes and loans payable
|
965,634
|
780,008
|
862,703
|
940,063
|
1,045,801
|
|||||||||||
SAC
Holdings' notes and loans payable non-recourse to AMERCO
(a)
|
76,232
|
77,474
|
78,637
|
466,781
|
561,887
|
|||||||||||
Stockholders'
equity
|
695,604
|
572,839
|
503,846
|
327,448
|
381,524
|
|||||||||||
(a)
The amounts for fiscal 2006, 2005 and 2004, respectively are for
SAC
Holding II; 2003 and 2002 include SAC Holdings.
|
||||||||||||||||
(b)
Includes the write off of debt issuance costs of $14.4
million.
|
16
Listed
below is selected financial data for U-Haul International, Inc. for the five
years ended March 31:
Year
Ended March 31,
|
||||||||||||||||
2006
|
2005
|
2004
|
2003
|
2002
|
||||||||||||
(In
thousands)
|
||||||||||||||||
Summary
of Operations:
|
||||||||||||||||
Self-moving
equipment rentals
|
$
|
1,503,569
|
$
|
1,437,895
|
$
|
1,380,991
|
$
|
1,293,686
|
$
|
1,253,695
|
||||||
Self-storage
revenues
|
101,437
|
94,431
|
118,335
|
109,985
|
130,691
|
|||||||||||
Self-moving
and self-storage products and service sales
|
207,119
|
191,078
|
182,327
|
174,853
|
201,006
|
|||||||||||
Property
management fees
|
23,988
|
14,434
|
12,974
|
12,431
|
8,036
|
|||||||||||
Net
investment and interest income
|
24,894
|
22,030
|
21,504
|
29,358
|
22,686
|
|||||||||||
Other
revenue
|
36,926
|
27,489
|
35,580
|
18,378
|
27,795
|
|||||||||||
Total
revenues
|
1,897,933
|
1,787,357
|
1,751,711
|
1,638,691
|
1,643,909
|
|||||||||||
Operating
expenses
|
1,085,602
|
1,100,737
|
1,062,695
|
1,029,774
|
1,088,390
|
|||||||||||
Commission
expenses
|
189,599
|
181,315
|
176,165
|
166,334
|
150,691
|
|||||||||||
Cost
of sales
|
105,872
|
98,877
|
87,430
|
93,735
|
110,449
|
|||||||||||
Lease
expense
|
143,344
|
151,937
|
159,869
|
165,020
|
171,656
|
|||||||||||
Depreciation,
net of (gains) losses on disposal
|
131,803
|
114,038
|
125,093
|
112,815
|
92,351
|
|||||||||||
Total
costs and expenses
|
1,656,220
|
1,646,904
|
1,611,252
|
1,567,678
|
1,613,537
|
|||||||||||
Earnings
from operations
|
241,713
|
140,453
|
140,459
|
71,013
|
30,372
|
|||||||||||
Interest
income (expense)
|
(14,383
|
)
|
15,687
|
8,560
|
(9,991
|
)
|
(11,675
|
)
|
||||||||
Pretax
earnings
|
227,330
|
156,140
|
149,019
|
61,022
|
18,697
|
|||||||||||
Income
tax expense
|
(87,910
|
)
|
(59,160
|
)
|
(52,992
|
)
|
(21,211
|
)
|
(6,117
|
)
|
||||||
Net
earnings
|
$
|
139,420
|
$
|
96,980
|
$
|
96,027
|
$
|
39,811
|
$
|
12,580
|
||||||
Balance
Sheet Data:
|
||||||||||||||||
Property,
plant and equipment, net
|
$
|
913,871
|
$
|
796,361
|
$
|
875,729
|
$
|
736,499
|
$
|
750,779
|
||||||
Total
assets
|
1,505,813
|
1,516,286
|
1,452,361
|
1,235,497
|
1,099,195
|
|||||||||||
Capital
leases
|
-
|
-
|
99,607
|
14,793
|
14,793
|
|||||||||||
Notes
and loans payable
|
212,133
|
-
|
-
|
-
|
-
|
|||||||||||
Stockholders'
equity (deficit) (a)
|
(354,481
|
)
|
701,198
|
601,514
|
499,380
|
458,639
|
||||||||||
(a)
Fiscal 2006 include’s a non-cash dividend to AMERCO in the amount of
$1,200,000,000.
|
17
Item
7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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 operating segments and the strategy of our operating 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 Policies and 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
fiscal 2006 compared with fiscal 2005, and for fiscal 2005 compared with fiscal
2004 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 fiscal 2007.
This
MD&A should be read in conjunction with the other sections of this Annual
Report on Form 10-K, including “Item 1: Business”, “Item 6: Selected Financial
Data” and “Item 8: Financial Statements and Supplementary Data.” The various
sections of this MD&A contain a number of forward looking statements, as
discussed under the caption “Cautionary Statements Regarding Forward Looking
Statements”, all of which are based on our current expectations and could be
affected by the uncertainties and risk factors described throughout this filing
and particularly under the section “Item 1A. Risk Factors”. Our actual results
may differ materially from these forward looking statements.
AMERCO
has a fiscal year that ends on the 31st
of March
for each year that is referenced. Our insurance company subsidiaries have fiscal
years that end on the 31st
of
December for each year that is referenced. They have been consolidated on that
basis. Consequently, all references to our insurance subsidiaries’ years 2005,
2004 and 2003 correspond to fiscal 2006, 2005 and 2004 for AMERCO. The operating
results and financial position of AMERCO’s consolidated insurance operations are
determined as of December 31st
of each
year.
Overall
Strategy
Our
overall strategy is to maintain our leadership position in the North American
“do-it-yourself” moving and storage industry. We accomplish this by providing a
seamless and integrated supply chain to the “do-it-yourself” moving and storage
market. As part of executing this strategy, we leverage the brand recognition
of
U-Haul with
our
full line of moving and self-storage related products and services and the
convenience of our broad geographic presence.
Our
primary focus is to provide our customers with a wide selection of moving rental
equipment, convenient self-storage rental facilities and related moving and
self-storage products and services. We are able to expand our distribution
and
improve customer service by increasing the amount of moving equipment and
storage rooms available for rent, expanding the number of independent dealers
in
our network and expanding and taking advantage of our growing eMove
capabilities.
RepWest
is focused on providing and administering property and casualty insurance to
U-Haul, its customers, its independent dealers and affiliates. By exiting its
non U-Haul lines of business we believe that RepWest will be able to focus
its
core competencies and financial resources to better support our overall
strategy.
Oxford
is
focused on long-term capital growth through direct writing and reinsuring of
annuity, life and Medicare supplement products primarily in the senior
marketplace. Oxford is pursuing increased direct writing via acquisitions of
insurance companies, expanded distribution channels and product development.
In
2005, Oxford determined that it would no longer pursue growth in the credit
life
and disability market and is exploring options to divest its current business
through reinsurance. We believe this will enable Oxford to focus more on its
core senior population demographic.
Description
of Operating Segments
AMERCO
has four reportable segments. They are Moving and Storage Operations (AMERCO,
U-Haul and Real Estate), Property and Casualty Insurance, Life Insurance and
SAC
Holding II for fiscal 2006 and fiscal 2005 and SAC Holdings for fiscal 2004.
(See Notes 1, 21 and 21A to the Consolidated Financial Statements included
in
this Form 10-K.)
18
Moving
and Storage Operating Segment
Our
Moving and Storage Operating Segment consists of the rental of trucks, trailers
and self-storage spaces primarily to the household mover as well as sales of
moving supplies, towing accessories 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, U-Haul has developed a number of specialty packing
boxes, Mover’s Wrap and Smart Move tape. Mover’s Wrap is a sticks-to-itself
plastic stretch wrap used to bind, bundle, and fasten items when moving or
storing. Additionally, U-Haul has added a full line of Smart Move tape products.
Smart Move tape is a color coded packing tape that has the room printed right
on
it allowing customers to tape and label their belongings in one quick
step.
eMove
is
an online marketplace that connects consumers to over 2,880 independent sellers
of Moving Help® as well as 2,700 suppliers of Self-Storage services. Our network
of customer-rated affiliates provides pack and load help, cleaning help,
self-storage and similar services, all over North America.
An
individual or a company can connect to the eMove network by becoming an eMove
Moving Help® Affiliate or an eMove Storage Affiliate™. Moving Helpers assist
customers with packing, loading, cleaning and unloading their truck or storage
unit. The Storage Affiliate program enables independent self-storage facilities
to expand their reach by connecting into a centralized 1-800 and internet
reservation system, and for a fee receive an array of services including
web-based management software, Secured Online Affiliated Rentals (S.O.A.R®),
co-branded rental trucks, savings on insurance, credit card processing and
more.
Approximately 2,700 independent self-storage facilities are now registered
on
the eMove network.
With
over
69,000 unedited reviews of independent vendors, the marketplace has facilitated
Moving Help® and Self-Storage transactions all over North America. We believe
that acting as an intermediary, with little added investment, serves the
customer in a cost effective manner. Our goal is to further utilize our
web-based technology platform to increase service to consumers and businesses
in
the moving and storage market.
Property
and Casualty Insurance Operating Segment
RepWest
provides loss adjusting and claims handling for U-Haul through regional offices
across North America. RepWest also underwrites 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
provides life and health insurance products primarily to the senior market
through the direct writing or reinsuring of annuities, life insurance, and
Medicare supplement policies. Additionally, Oxford administers the self-insured
employee health and dental plans for Arizona employees of the Company and
provides insurance for the employee group life and disability
coverage.
SAC
Holdings Operating Segment
SAC
Holding Corporation and its subsidiaries, and SAC Holding II Corporation and
its
subsidiaries, collectively referred to as “SAC Holdings”, own self-storage
properties that are managed by U-Haul under property management agreements
and
act as independent U-Haul rental equipment dealers. AMERCO, through its
subsidiaries, has contractual interests in certain SAC Holdings’ properties
entitling AMERCO to potential future income based on the financial performance
of these properties. With respect to SAC Holding II, AMERCO is considered the
primary beneficiary of these contractual interests. Consequently, we include
the
results of SAC Holding II in the consolidated financial statements of AMERCO,
as
required by FIN 46(R).
19
Critical
Accounting Policies and Estimates
The
Company’s financial statements have been prepared in accordance with the United
States generally accepted accounting principles. 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. Note 3 to our
Consolidated Financial Statements in Item 8 of this Form 10-K summarizes the
significant accounting policies and methods used in the preparation of our
consolidated financial statements and related disclosures. 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 includes our principles of
consolidation, the recoverability of property, plant and equipment, the adequacy
of insurance reserves, the recognition and measurement of impairment for
investments, and the recognition and measurement of income tax assets and
liabilities. These 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.
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. The accounting policies that
we
deem most critical to us, and involve the most difficult, subjective or complex
judgments include the following:
Principles
of Consolidation
The
Company applies FIN 46(R), “Consolidation of Variable Interest Entities” and ARB
51 in its principles of consolidation. ARB 51 addresses the policy when the
company owns a majority of the voting or similar rights and exercises effective
control. FIN 46(R) addresses arrangements where the company does not hold a
majority of the voting or similar interests or a variable interest entity (VIE).
The company is required to consolidate a VIE if it is determined it is the
primary beneficiary.
As
promulgated by FIN 46(R), a VIE is not self-supportive by having one or both
of
the following conditions: a) it has an insufficient amount of equity for it
to
finance its activities without receiving additional subordinated financial
support or b) its owners do not hold the typical risks and rights of equity
owners. This determination is made upon the creation of a variable interest
and
can be re-assessed should certain changes in the operations of a VIE, or its
relationship with the primary beneficiary trigger a reconsideration under the
provisions of FIN 46(R). After a triggering event occurs the most recent facts
and circumstances are utilized in determining whether or not a company is a
variable interest entity, which other company(s) have a variable interest in
the
entity, and whether or not the company’s interest is such that it is the primary
beneficiary.
The
fiscal 2006 and fiscal 2005 consolidated financial statements include the
accounts of AMERCO, its wholly-owned subsidiaries, and SAC Holding II. The
2004
statements of operations, comprehensive income, and cash flows include all
of
those entities plus SAC Holding 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 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.
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 current
contractual and ownership interests between AMERCO and this entity, AMERCO
ceased to have a variable interest in those three subsidiaries at that date.
20
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 and 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 SAC Holding Corporations 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 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. Should we cease to be the primary beneficiary,
we
would be required to deconsolidate some or all of our variable interest in
SAC
Holding II from our financial statements.
Recoverability
of Property, Plant and Equipment
Property,
plant and equipment are stated at cost. Interest cost incurred during the
initial construction of buildings and rental equipment is considered part of
cost. Depreciation is computed for financial reporting purposes using the
straight-line or an accelerated method based on a declining balance formula
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. During the first quarter of fiscal 2005, the Company
lowered its estimates for residual values on new rental trucks and rental trucks
purchased off TRAC leases from 25% of the original cost to 20%. In determining
the depreciation rate, historical disposal experience, holding periods and
trends in the market for vehicles are reviewed.
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. Reductions in residual values
(i.e., the price at which we ultimately expect to dispose of revenue earning
equipment) or useful lives will result in an increase in depreciation expense
over the life of the equipment. Reviews are performed based on vehicle class,
generally subcategories of trucks and trailers. 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. We consider factors such as current
and expected future market price trends on used vehicles and the expected life
of vehicles included in the fleet. 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 is depreciated over
the
newly determined remaining useful lives.
Fiscal
2006 marked the first time in ten years that the Company has acquired a
significant number of new trucks via purchase rather than lease. Management
performed an analysis of the expected economic value of new rental trucks and
determined that additions to the fleet resulting from purchase should be
depreciated on an accelerated method based upon a declining formula. The salvage
value and useful life assumptions of the rental truck fleet remain
unchanged.
21
The
Company had previously used the straight-line method for new truck purchases.
Under the new declining balances method (2.4 times declining balance) the book
value of a rental truck is reduced 16% at the end of its first year, 70% by
the
end of its seventh year, and 80% at the end of year fifteen. Under the
straight-line method the book value of a rental truck is reduced 5% at the
end
of its first year, 37% by the end of its seventh year, and 80% at the end of
year fifteen.
For
trucks purchased in fiscal 2006, the depreciation recorded under the declining
balance method was approximately $4.0 million greater that what would have
been
recorded under the straight-line method.
We
typically sell our used vehicles at one of our sales centers throughout North
America, on our web site at trucksales.uhaul.com or by calling 1-866-404-0355.
Although we attempt to sell our used vehicles for prices approximating book
value, the extent to which we are able to realize a gain on the sale of used
vehicles is dependent upon various factors including the general state of the
used vehicle market, the age and condition of the vehicle at the time of its
disposal and depreciation rates with respect to the vehicle.
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 deferred 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 represent 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 are based upon actuarial estimates of losses
expected to be incurred. 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.
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, management
makes certain assumptions or judgments in its assessment including but not
limited to: ability and intent to hold the security, quoted market prices,
dealer quotes or discounted cash flows, industry factors, financial factors,
and
issuer specific information. Other-than-temporary impairment in value is
recognized in the current period operating results.
Income
Taxes
The
Company records deferred tax assets and liabilities based upon the differences
between the tax basis of assets and liabilities and the financial statement
carrying amounts. Management reviews any deferred tax assets for realization
and
establishes a valuation allowance in relation to such assets should we believe
they may not be ultimately realized. As part of this assessment, management
makes certain assumptions regarding future taxable income, timing of the
reversals of timing differences, and implementation of tax planning strategies.
A change in any of these assumptions can alter our valuation allowance and
cause
an increase or decrease in our effective tax rate that could materially impact
our financial results.
The
Company’s tax returns are periodically reviewed by various taxing authorities.
Despite our belief that all of our tax treatments are supportable, the final
outcome of these audits may cause changes in our valuation allowance should
we
not prevail. These changes could materially impact our financial results. Our
current tax rate is approximately 39.5 %.
22
AMERCO
files a consolidated tax return with all of its legal subsidiaries, except
for
CFLIC which still files on a stand alone basis. SAC Holding Corporation and
its
legal subsidiaries and SAC Holding II Corporation and its legal subsidiaries
file consolidated tax returns, which are in no way associated with AMERCO’s
consolidated returns.
Recent
Accounting Pronouncements
On
November 3, 2005, the Financial Accounting Standards Board (“FASB”) issued FSP
SFAS 115-1 and SFAS 124-1: The Meaning of Other-Than-Temporary Impairment and
Its Application to Certain Investments. This FSP nullifies certain requirements
of EITF
03-1
and
supersedes EITF
Topic No. D-44 “Recognition of Other-Than-Temporary Impairment upon the Planned
Sale of a Security Whose Cost Exceeds Fair Value.” This
FSP
addresses (1) the determination of when an investment is considered impaired,
(2) whether such impairment is other than temporary, and (3) the measurement
of
an impairment loss. This FSP also includes accounting considerations subsequent
to the recognition of an other-than-temporary impairment and requires certain
disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. FSP
SFAS
115-1 and SFAS 124-1 is
effective for periods beginning after December 15, 2005, with earlier
application permitted. We do not believe that the application of FSP SFAS 115-1
and SFAS 124-1 will have a material effect on our results of operations or
financial position.
The
AICPA
issued Statement of Position SOP 05-1, on September 29, 2005, to provide
guidance on accounting by insurance enterprises for internal policy replacements
other than the replacement of traditional life contracts with universal-life
contracts specifically addressed in FASB Statement of Financial Accounting
Standards (SFAS) 97. The guidance applies to both short-duration and
long-duration insurance contracts under SFAS 60 and to investment contracts
defined in SFAS 97.
SOP
05-1
is
effective for internal replacement transactions occurring in fiscal years
beginning after December 15, 2006, with earlier application encouraged.
Retroactive application to previously issued financial statements is not
permitted. Initial application should be as of the start of the entity's fiscal
year. We do not believe that the application of SOP 05-1 will have a material
effect on our results of operations or financial position.
23
Results
of Operations
AMERCO
and Consolidated Entities
Fiscal
2006 Compared with Fiscal 2005
Listed
below on a consolidated basis are revenues for our major product lines for
fiscal 2006 and fiscal 2005:
Year
Ended March 31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,503,569
|
$
|
1,437,895
|
|||
Self-storage
revenues
|
122,119
|
114,155
|
|||||
Self-moving
and self-storage product and service sales
|
223,721
|
206,098
|
|||||
Property
management fees
|
21,195
|
11,839
|
|||||
Life
insurance premiums
|
118,833
|
126,236
|
|||||
Property
and casualty insurance premiums
|
26,001
|
24,987
|
|||||
Net
investment and interest income
|
53,094
|
56,739
|
|||||
Other
revenue
|
38,094
|
30,172
|
|||||
Consolidated
revenue
|
$
|
2,106,626
|
$
|
2,008,121
|
|||
During
fiscal 2006, self-moving equipment rentals increased $65.7 million with
increases in truck, trailer, and support rental items. The increases are due
to
improved equipment utilization, pricing, and product mix that included the
introduction of approximately 15,500 new trucks in fiscal 2006. In most cases,
these trucks replaced older trucks removed from the fleet.
Self-storage
revenues increased $8.0 million for fiscal 2006, compared to fiscal 2005 as
occupancy rates increased period over period.
Sales
of
self-moving and self-storage products and service sales increased $17.6 million
for fiscal 2006, compared to fiscal 2005 generally following the growth in
self-moving equipment rentals. Support sales items, hitches, and propane all
had
increases for the year.
RepWest
continued to exit from non U-Haul related lines of business. However, premium
revenues increased $1.0 million for fiscal 2006, compared to fiscal 2005 due
to
increases in retrospective premiums related to U-Haul business in fiscal 2006.
Additionally, fiscal 2005 included the commutation of a non U-Haul related
reinsurance contract reducing premium revenues.
Oxford’s
premium revenues declined $7.4 million primarily as a result of decreased credit
and Medicare supplement business, offset by growth in life insurance
premiums.
Net
investment and interest income decreased $3.6 million for fiscal 2006, compared
to fiscal 2005 due primarily to declining invested asset balances at the
insurance companies.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $2,106.6 million for fiscal 2006, compared with $2,008.1 million
for fiscal 2005.
24
Listed
below are revenues and earnings (loss) from operations at each of our four
operating segments for fiscal 2006 and fiscal 2005, the insurance companies
years ended are December 31, 2005 and 2004.
Year
Ended March 31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Moving
and storage
|
|||||||
Revenues
|
$
|
1,900,468
|
$
|
1,791,667
|
|||
Earnings
(loss) from operations
|
292,774
|
165,985
|
|||||
Property
and casualty insurance
|
|||||||
Revenues
|
37,358
|
41,417
|
|||||
Earnings
(loss) from operations
|
1,144
|
(14,814
|
)
|
||||
Life
insurance
|
|||||||
Revenues
|
148,080
|
159,484
|
|||||
Earnings
(loss) from operations
|
13,933
|
2,065
|
|||||
SAC
Holding II
|
|||||||
Revenues
|
46,239
|
43,172
|
|||||
Earnings
(loss) from operations
|
13,643
|
10,466
|
|||||
Eliminations
|
|||||||
Revenues
|
(25,519
|
)
|
(27,619
|
)
|
|||
Earnings
(loss) from operations
|
(16,113
|
)
|
3,294
|
||||
Consolidated
Results
|
|||||||
Revenues
|
2,106,626
|
2,008,121
|
|||||
Earnings
(loss) from operations
|
305,381
|
166,996
|
Total
costs and expenses decreased $39.9 million for fiscal 2006, compared to fiscal
2005. Total costs and expenses for both insurance companies decreased $43.3
million due primarily to reductions in benefits and losses. Fiscal 2005 included
a $10.6 million charge for litigation at Oxford not present in fiscal 2006.
Increases in operating costs associated with the improved business volume at
Moving and Storage were offset by reductions in repair and maintenance expenses
related to rotating the fleet. Trucks with higher maintenance costs are being
replaced by new trucks with lower initial maintenance costs.
In
our
second quarter of fiscal 2006, hurricanes Katrina and Rita struck the Gulf
Coast
of the United States causing business interruption to a number of our operating
facilities. We identified customers impacted by the hurricanes and our rapid
response teams provided a variety of solutions to divert operations to alternate
facilities and restore operations where possible. We have been able to redeploy
assets and employees to service our customers in cases where the facilities
remain inoperable or have not returned to full operating capacity. We lost
approximately 150 trucks and 150 trailers during and after the devastation
caused by these hurricanes. We maintain property and business interruption
insurance coverage to mitigate the financial impact of these types of
catastrophic events. Our insurance deductible is $500,000 and was recorded
in
our second quarter.
During
fiscal 2006, the Company received insurance proceeds of $4.8 million, of this
amount $4.5 million was applied to the losses incurred on trucks and trailers
and $0.3 million was applied to the losses sustained at operating facilities.
The net book value of the trucks and trailers lost during the 2005 hurricanes
approximates $1.1 million. Additional insurance recoveries are expected as
facilities are fully restored and claims are filed.
As
a
result of the aforementioned changes in revenues and expenses, earnings from
operations improved to $305.4 million for fiscal 2006, compared with $167.0
million for fiscal 2005.
25
Interest
expense for fiscal 2006 was $105.1 million, compared with $73.2 million in
fiscal 2005. Fiscal 2006 results included a one-time, non-recurring charge
of
$35.6 million before taxes which includes fees for early extinguishment of
debt
of $21.2 million and the write-off of $14.4 million of debt issuance costs.
The
expense related to the increase in average borrowings was partially offset
by a
reduction in the average borrowing rate resulting from the refinancing
activities in fiscal 2006. The refinancing costs had the effect of decreasing,
on a nonrecurring basis, earnings for the year ended March 31, 2006 by $1.71
per
share before taxes, in which the tax effect was approximately $0.63 per share.
During
the third quarter of fiscal 2005, the Company settled our litigation against
our
former auditor and received a settlement (net of attorneys’ fees and costs) of
$51.3 million before taxes. The settlement had the effect of increasing, on
a
nonrecurring basis, earnings for the year ended March 31, 2005 by $2.47 per
share before taxes, in which the tax effect was approximately $0.91 per
share.
Income
tax expense was $79.1 million in fiscal 2006, compared with $55.7 million in
fiscal 2005.
Dividends
accrued on our Series A preferred stock were $13.0 million in both fiscal 2006
and 2005, respectively.
As
a
result of the above mentioned items, net earnings available to common
shareholders were $108.2 million in fiscal 2006, compared with $76.5 million
in
fiscal 2005.
The
weighted average common shares outstanding: basic and diluted were 20,857,108
in
fiscal 2006 and 20,804,773 in fiscal 2005.
Basic
and
diluted earnings per share in fiscal 2006 were $5.19, compared with $3.68 in
fiscal 2005.
26
Fiscal
2005 Compared with Fiscal 2004
Listed
below on a consolidated basis are revenues for our major product lines for
fiscal 2005 and fiscal 2004:
Year
Ended March 31,
|
|||||||
2005
|
2004
|
||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,437,895
|
$
|
1,381,208
|
|||
Self-storage
revenues
|
114,155
|
247,640
|
|||||
Self-moving
and self-storage product and service sales
|
206,098
|
232,965
|
|||||
Property
management fees
|
11,839
|
259
|
|||||
Life
insurance premiums
|
126,236
|
145,082
|
|||||
Property
and casualty insurance premiums
|
24,987
|
92,036
|
|||||
Net
investment and interest income
|
56,739
|
38,281
|
|||||
Other
revenue
|
30,172
|
38,523
|
|||||
Consolidated
revenue
|
$
|
2,008,121
|
$
|
2,175,994
|
|||
During
fiscal 2005, self-moving equipment rentals increased $56.7 million through
steady transaction volume, modest price increases and improved product
mix.
Self-storage
revenues decreased $133.5 million for fiscal 2005, compared to fiscal 2004.
Reported storage revenues were reduced by $109.2 million due to the
deconsolidation of SAC Holding Corporation in fiscal 2004, and were reduced
by
$29.7 million as a result of the W.P. Carey Transactions (see footnote 9 for
a
more detailed discussion of the W.P. Carey Transactions). Storage revenues
from
remaining properties grew as a result of an increase in the number of rooms
available for rent, higher occupancy rates and modest price
increases.
Sales
of
self-moving and self-storage products and service sales decreased $26.9 million
for fiscal 2005, compared to fiscal 2004. Sales for the Moving and Storage
segment increased $8.7 million, while the deconsolidation of SAC Holding
Corporation caused a decrease of $36.0 million. Support sales items, hitches,
and propane all had increases for the year.
RepWest
continued to exit from non U-Haul related lines of business as a result premium
revenues decreased $67.0 million for fiscal 2005, compared to fiscal 2004.
Oxford’s
premium revenues declined $18.8 million primarily as a result of the lingering
effects of its rating downgrade by A.M. Best in 2003.
Net
investment and interest income increased $18.5 million for fiscal 2005, compared
to fiscal 2004 due primarily to the deconsolidation of SAC Holding
Corporation.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $2,008.1 million for fiscal 2005, compared with $2,176.0 million
for fiscal 2004.
27
Listed
below are revenues and earnings (loss) from operations at each of our four
operating segments for fiscal 2005 and fiscal 2004; for the insurance companies
years ended are December 31, 2004 and 2003:
Year
Ended March 31,
|
|||||||
2005
|
2004
|
||||||
(In
thousands)
|
|||||||
Moving
and storage
|
|||||||
Revenues
|
$
|
1,791,667
|
$
|
1,768,872
|
|||
Earnings
(loss) from operations
|
165,985
|
93,593
|
|||||
Property
and casualty insurance
|
|||||||
Revenues
|
41,417
|
114,941
|
|||||
Earnings
(loss) from operations
|
(14,814
|
)
|
(35,950
|
)
|
|||
Life
insurance
|
|||||||
Revenues
|
159,484
|
177,812
|
|||||
Earnings
(loss) from operations
|
2,065
|
11,253
|
|||||
SAC
Holdings
|
|||||||
Revenues
|
43,172
|
218,955
|
|||||
Earnings
(loss) from operations
|
10,466
|
64,693
|
|||||
Eliminations
|
|||||||
Revenues
|
(27,619
|
)
|
(104,586
|
)
|
|||
Earnings
(loss) from operations
|
3,294
|
(6,674
|
)
|
||||
Consolidated
Results
|
|||||||
Revenues
|
2,008,121
|
2,175,994
|
|||||
Earnings
(loss) from operations
|
166,996
|
126,915
|
|||||
Total
costs and expenses decreased $208.0 million for fiscal 2005, compared to fiscal
2004 as a result of the productivity initiatives of U-Haul, the effect of the
W.P. Carey Transaction and the deconsolidation of SAC Holding Corporation.
The
decrease in total costs and expenses was partially offset by payroll and benefit
inflation, self-moving equipment impairment charges related to lease buy-outs,
additional depreciation expense related to lower residual value assumptions,
and
litigation settlement costs of $10.6 million at Oxford, net of insurance
recoveries. Benefits and losses fell as a result of lower premium revenues
at
RepWest and Oxford. Benefits and losses included approximately $8.5 million
as a
result of hurricane related losses at RepWest. The absence of restructuring
costs in fiscal 2005 contributed to lower costs and expenses compared with
fiscal 2004.
As
a
result of the aforementioned changes in revenues and expenses, earnings from
operations improved to $167.0 million for fiscal 2005, compared with $126.9
million for fiscal 2004.
Interest
expense for fiscal 2005 was $73.2 million, compared with $121.7 million in
fiscal 2004. Lower interest expense in fiscal 2005 reflects the deconsolidation
of SAC Holding Corporation, lower borrowings and a lower cost of
borrowing.
During
fiscal 2005, the Company settled its litigation against its former auditor
and
received a settlement (net of attorneys’ fees and costs) of $51.3 million before
taxes. The settlement had the effect of increasing, on a nonrecurring basis,
earnings for the year ended March 31, 2005 by $2.47 per share before taxes,
in
which the tax effect was approximately $0.91 per share.
Income
tax expense was $55.7 million in fiscal 2005, compared with $8.1 million in
fiscal 2004 and reflects our higher pretax earnings for fiscal 2005, net of
an
increase in tax in fiscal 2004 of $4.8 million resulting from our settlement
with the IRS for tax audits related to 1996 and 1997.
Dividends
accrued on our Series A preferred stock were $13.0 million in both fiscal 2005
and 2004.
As
a
result of the above mentioned items, net earnings (loss) available to common
shareholders were $76.5 million in fiscal 2005, compared with ($15.8) million
in
fiscal 2004.
28
The
weighted average common shares outstanding: basic and diluted were 20,804,773
in
fiscal 2005 and 20,749,998 in fiscal 2004.
Basic
and
diluted earnings (loss) per share in fiscal 2005 were $3.68, compared with
($0.76) in fiscal 2004.
Moving
and Storage
Fiscal
2006 Compared with Fiscal 2005
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment for fiscal 2006 and fiscal 2005:
Year
Ended March 31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,503,569
|
$
|
1,437,895
|
|||
Self-storage
revenues
|
103,250
|
96,202
|
|||||
Self-moving
and self-storage product and service sales
|
207,119
|
191,078
|
|||||
Property
management fees
|
23,988
|
14,434
|
|||||
Net
investment and interest income
|
30,025
|
29,902
|
|||||
Other
revenue
|
32,517
|
22,156
|
|||||
Moving
and Storage revenue
|
$
|
1,900,468
|
$
|
1,791,667
|
|||
During
fiscal 2006, self-moving equipment rentals increased $65.7 million with
increases in truck, trailer, and support rental items. The increases are due
to
improved equipment utilization, pricing, and product mix that included the
introduction of approximately 15,500 new trucks in fiscal 2006. In most cases,
these trucks replaced older trucks removed from the fleet.
Self-storage
revenues increased $7.0 million for fiscal 2006, compared to fiscal 2005
generally in line with the increases in occupancy rates. Average occupancy
based
on room count has increased 5.5% in fiscal 2006, compared to fiscal
2005.
Sales
of
self-moving and self-storage products and service increased $16.0 million for
fiscal 2006, compared to fiscal 2005. Retail sales generally increase in line
with moving equipment rentals. In fiscal 2006 we have seen increases beyond
this
trend due to improved customer demand for towing accessories and propane. U-Haul
is the largest single retail provider of propane and towing accessories in
the
United States through our Company owned and managed locations. The Company
continues to improve its visibility as a provider of propane and towing
accessories. Self-moving and storage related retail products continue to improve
as we have increased our product offerings.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the consolidated financial statements for Moving and Storage represent
Company-owned locations only. Self-storage data for our owned storage locations
is as follows:
Year
Ended March 31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands, except occupancy rate)
|
|||||||
Room
count as of March 31
|
123
|
127
|
|||||
Square
footage as of March 31
|
9,592
|
10,003
|
|||||
Average
number of rooms occupied
|
107
|
108
|
|||||
Average
occupancy rate based on room count
|
87.9
|
%
|
82.4
|
%
|
|||
Average
square footage occupied
|
8,516
|
8,514
|
|||||
29
Total
costs and expenses increased $2.7 million for fiscal 2006, compared to fiscal
2005. Commissions on self-moving equipment rentals and cost of sales increased
in proportion to the related revenues. Operating expenses decreased $26.1
million for fiscal 2006, compared to fiscal 2005. Increases in operating costs
associated with the improved business volume were more than offset by reductions
in repair and maintenance expenses related to rotating the fleet. Trucks with
higher maintenance costs are being replaced by new trucks with lower initial
maintenance costs. Overall total cost and expense increases were less than
revenue increases for fiscal 2006.
During
fiscal 2006, the Company received insurance proceeds of $4.8 million, of this
amount $4.5 million was applied to the losses incurred on trucks and trailers
and $0.3 million was applied to the losses sustained at operating facilities.
The net book value of the trucks and trailers lost during the 2005 hurricanes
approximates $1.1 million. Additional insurance recoveries are expected as
facilities are restored and claims are filed.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations increased to $292.8 million in fiscal 2006, compared with $166.0
million for fiscal 2005.
Fiscal
2005 Compared with Fiscal 2004
Listed
below are revenues for our major product lines at our Moving and Storage
operating segment for fiscal 2005 and fiscal 2004:
Year
Ended March 31,
|
|||||||
2005
|
2004
|
||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,437,895
|
$
|
1,381,208
|
|||
Self-storage
revenues
|
96,202
|
121,204
|
|||||
Self-moving
and self-storage product and service sales
|
191,078
|
182,388
|
|||||
Property
management fees
|
14,434
|
12,974
|
|||||
Net
investment and interest income
|
29,902
|
38,459
|
|||||
Other
revenue
|
22,156
|
32,639
|
|||||
Moving
and Storage revenue
|
$
|
1,791,667
|
$
|
1,768,872
|
|||
During
fiscal 2005, self-moving equipment rentals increased $56.7 million primarily
due
to increased transaction volume, modest price increases and improved product
mix.
Self-storage
revenues decreased $25.0 million for fiscal 2005, compared to fiscal 2004.
The
W.P Carey transaction accounted for a $29.7 million decrease (see footnote
9 for
a more detailed discussion of the W.P. Carey Transaction), while storage
revenues at remaining properties grew as a result of an increase in the number
of rooms available for rent, higher occupancy rates and modest price
increases.
Sales
of
self-moving and self-storage products and service sales increased $8.7 million
for fiscal 2005, compared to fiscal 2004 generally following the growth in
self-moving equipment rentals. Support sales items, hitches, and propane all
had
increases for the year.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the consolidating financial statements for Moving and Storage represent
Company-owned locations only. Self-storage data for our owned storage locations
is as follows:
Year
Ended March 31,
|
|||||||
2005
|
2004
|
||||||
(In
thousands, except occupancy rate)
|
|||||||
Room
count as of March 31
|
127
|
175
|
|||||
Square
footage as of March 31
|
10,003
|
14,206
|
|||||
Average
number of rooms occupied
|
108
|
130
|
|||||
Average
occupancy rate based on room count
|
82.4
|
%
|
75.3
|
%
|
|||
Average
square footage occupied
|
8,514
|
10,463
|
|||||
30
Total
costs and expenses decreased $32.1 million for fiscal 2005, compared to fiscal
2004. Commissions on self-moving equipment rentals and cost of sales increased
in proportion to the related revenues. Expense decreased in fiscal 2005, due
primarily to the absence of restructuring expenses of $44.1
million.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations increased to $166.0 million in fiscal 2005, compared with $93.6
million for fiscal 2004.
U-Haul
International, Inc.
Fiscal
2006 Compared with Fiscal 2005
Listed
below are revenues for the major product lines at U-Haul International, Inc.
for
fiscal 2006 and fiscal 2005:
Year
Ended March 31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,503,569
|
$
|
1,437,895
|
|||
Self-storage
revenues
|
101,437
|
94,431
|
|||||
Self-moving
and self-storage product and service sales
|
207,119
|
191,078
|
|||||
Property
management fees
|
23,988
|
14,434
|
|||||
Net
investment and interest income
|
24,894
|
22,030
|
|||||
Other
revenue
|
36,926
|
27,489
|
|||||
U-Haul
International, Inc. revenue
|
$
|
1,897,933
|
$
|
1,787,357
|
|||
During
fiscal 2006, self-moving equipment rentals increased $65.7 million with
increases in truck, trailer, and support rental items. The increases are due
to
improved equipment utilization, pricing, and product mix that included the
introduction of approximately 15,500 new trucks in fiscal 2006. In most cases,
these trucks replaced older trucks removed from the fleet.
Self-storage
revenues increased $7.0 million for fiscal 2006, compared to fiscal 2005
generally in line with the increases in occupancy rates. Average occupancy
based
on room count has increased 5.5% in fiscal 2006, compared to fiscal
2005.
Sales
of
self-moving and self-storage products and service sales increased $16.0 million
for fiscal 2006, compared to fiscal 2005. Retail sales generally increase in
line with moving equipment rentals. In fiscal 2006 we have seen increases beyond
this trend due to improved customer demand for towing accessories and propane.
U-Haul is the largest single retail provider of propane and towing accessories
in the United States through our Company owned and managed locations. The
Company continues to improve its visibility as a provider of propane and towing
accessories. Self-moving and storage related retail products continue to improve
as we have increased our product offerings.
Total
costs and expenses increased $9.3 million for fiscal 2006, compared to fiscal
2005. Commissions on self-moving equipment rentals and cost of sales increased
in proportion to the related revenues. Operating expenses decreased $15.1
million for fiscal 2006, compared to fiscal 2005. Increases in operating costs
associated with the improved business volume were more than offset by reductions
in repair and maintenance expenses related to rotating the fleet. Trucks with
higher maintenance costs are being replaced by new trucks with lower initial
maintenance costs. Depreciation expense increased $17.8 million for fiscal
2006,
compared to fiscal 2005 primarily due to buy-outs of leases, new truck purchases
and certain residual value adjustments on the rental trucks. The buy-outs of
the
leases are the primary reason for the $8.6 million decrease in lease expense
for
fiscal 2006, compared to fiscal 2005. Overall total cost and expense increases
were less than revenue increases for fiscal 2006.
During
fiscal 2006, the Company received insurance proceeds of $4.8 million, of this
amount $4.5 million was applied to the losses incurred on trucks and trailers
and $0.3 million was applied to the losses sustained at operating facilities.
The net book value of the trucks and trailers lost during the 2005 hurricanes
approximates $1.1 million. Additional insurance recoveries are expected as
facilities are fully restored as claims are filed.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations increased to $241.7 million in fiscal 2006, compared with $140.5
million for fiscal 2005.
31
Fiscal
2005 Compared with Fiscal 2004
Listed
below are revenues for the major product lines at U-Haul International, Inc.
for
fiscal 2005 and fiscal 2004:
Year
Ended March 31,
|
|||||||
2005
|
2004
|
||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,437,895
|
$
|
1,380,991
|
|||
Self-storage
revenues
|
94,431
|
118,335
|
|||||
Self-moving
and self-storage product and service sales
|
191,078
|
182,327
|
|||||
Property
management fees
|
14,434
|
12,974
|
|||||
Net
investment and interest income
|
22,030
|
21,504
|
|||||
Other
revenue
|
27,489
|
35,580
|
|||||
U-Haul
International, Inc. revenue
|
$
|
1,787,357
|
$
|
1,751,711
|
|||
During
fiscal 2005, self-moving equipment rentals increased $56.9 million with
increases in truck, trailer, and support rental items. The increases are due
to
improved equipment utilization, pricing, and product mix.
Self-storage
revenues decreased $23.9 million for fiscal 2005, compared to fiscal 2004 due
to
the W.P Carey transaction (see footnote 9 for a more detailed discussion of
the
W.P. Carey Transaction), while storage revenues at remaining properties grew
as
a result of an increase in the number of rooms available for rent, higher
occupancy rates and modest price increases.
Sales
of
self-moving and self-storage products and service sales increased $8.8 million
for fiscal 2005, compared to fiscal 2004 generally following the growth in
self-moving equipment rentals. Support sales items, hitches, and propane all
had
increases for the year.
Total
costs and expenses increased $35.7 million for fiscal 2005, compared to fiscal
2004. Commissions on self-moving equipment rentals and cost of sales increased
in proportion to the related revenues. Operating expenses increased $38.0
million for fiscal 2005, compared to fiscal 2004, due primarily to increased
repair and maintenance costs and personnel and benefit expense.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations remained constant at $140.5 million for fiscal 2005 and 2004,
respectively.
Republic
Western Insurance Company
2005
Compared with 2004
Premium
revenues were $26.0 million and $25.0 million for the years ended December
31,
2005 and 2004, respectively. U-Haul related premiums were $20.2 million and
$18.9 million for the years ended December 31, 2005 and 2004, respectively.
Other non U-Haul lines of business were $5.8 million and $6.1 million for the
years ended December 31, 2005 and 2004, respectively.
Net
investment income was $11.4 million and $16.4 million for 2005 and 2004,
respectively. The reduction was due to a decrease in RepWest’s invested asset
base and gains on capital assets sold in 2004.
Benefits
and losses incurred were $22.6 million and $39.7 million for 2005 and 2004,
respectively. The decrease resulted from reduced exposure to non U-Haul policies
combined with the absence of approximately $8.5 million of incurred losses
in
2004 due to hurricane claims.
32
Amortization
of deferred acquisition costs were $2.9 million and $4.7 million for 2005 and
2004, respectively. The decreases are due to a reduction of in-force business
related to the exit of non U-Haul lines of business.
Operating
expenses were $10.8 million and $11.8 million for 2005 and 2004, respectively.
The decrease was due to a reduction of general administrative expenses resulting
from the exit of the non U-Haul lines of business.
Earnings
(loss) from operations were $1.1 million and ($14.8) million for 2005 and 2004,
respectively.
2004
Compared with 2003
Premium
revenues were $25.0 million and $93.2 million for the years ended December
31,
2004 and 2003, respectively. The overall decrease is due to RepWest exiting
non
U-Haul lines of business. U-Haul related premiums were $18.9 million and $23.6
million for 2004 and 2003, respectively. The decrease was a result of RepWest
being under DOI supervision and the “C” rating by A.M. Best. Premium revenues on
non U-Haul lines of business were $6.1 million and $69.6 million for 2004 and
2003, respectively.
Net
investment income was $16.4 million and $21.7 million for 2004 and 2003,
respectively. The reduction was due to a decrease in the RepWest’s invested
asset base.
Benefits
and losses incurred were $39.7 million and $109.4 million for 2004 and 2003,
respectively. The decreases resulted from reduced exposure resulting from
RepWest’s decision to exit its non U-Haul lines of business, which was offset by
the losses from the Florida hurricanes and additional reserves added to the
long-tailed programs.
Amortization
of deferred acquisition costs was $4.7 million and $14.1 million for 2004 and
2003, respectively. The decrease is due to decreased premium
writings.
Operating
expenses were $11.8 million and $27.4 million for 2004 and 2003, respectively.
The decrease was due to decreased commissions, as well as, a reduction of
general administrative expenses due to the exit of the non U-Haul lines of
business.
Losses
from operations were $14.8 million and $36.0 million for 2004 and 2003,
respectively. The loss in 2004 was the result of approximately $8.5 million
in
incurred losses and related expenses resulting from the hurricanes that hit
the
Southeastern United States in the summer and fall of 2004, as well as additional
reserves recorded for RepWest’s cancelled lines of business.
33
The
following table illustrates the change in unpaid loss and loss adjustment
expenses. The first line represents reserves as originally reported at the
end
of the stated year. The second section, reading down, represents cumulative
amounts paid as of the end of successive years with respect to that reserve.
The
third section, reading down, represents revised estimates of the original
recorded reserve as of the end of successive years. The last section compares
the latest revised estimated reserve amount to the reserve amount as originally
established. This last section is cumulative and should not be
summed.
Unpaid
Loss and Loss Adjustment Expenses
|
||||||||||||||||||||||||||||||||||
December
31,
|
||||||||||||||||||||||||||||||||||
1995
|
1996
|
1997
|
1998
|
1999
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||
Unpaid
Loss and Loss Adjustment Expenses
|
$
|
341,981
|
$
|
332,674
|
$
|
384,816
|
$
|
344,748
|
$
|
334,858
|
$
|
382,651
|
$
|
448,987
|
$
|
399,447
|
$
|
416,259
|
$
|
380,875
|
$
|
346,928
|
||||||||||||
Paid
(Cumulative) as of:
|
||||||||||||||||||||||||||||||||||
One
year later
|
89,041
|
89,336
|
103,752
|
82,936
|
117,025
|
130,471
|
130,070
|
100,851
|
73,384
|
44,679
|
-
|
|||||||||||||||||||||||
Two
years later
|
150,001
|
161,613
|
174,867
|
164,318
|
186,193
|
203,605
|
209,525
|
164,255
|
114,426
|
-
|
-
|
|||||||||||||||||||||||
Three
years later
|
195,855
|
208,168
|
216,966
|
218,819
|
232,883
|
255,996
|
266,483
|
201,346
|
-
|
-
|
-
|
|||||||||||||||||||||||
Four
years later
|
226,815
|
232,726
|
246,819
|
255,134
|
264,517
|
299,681
|
295,268
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Five
years later
|
243,855
|
250,312
|
269,425
|
274,819
|
295,997
|
320,629
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Six
years later
|
254,204
|
263,645
|
282,598
|
297,354
|
314,281
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Seven
years later
|
264,120
|
274,249
|
300,814
|
311,963
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Eight
years later
|
273,205
|
289,614
|
314,322
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Nine
years later
|
286,708
|
298,449
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Ten
years later
|
294,806
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Reserved
Re-estimated as of:
|
||||||||||||||||||||||||||||||||||
One
year later
|
353,508
|
354,776
|
357,733
|
339,602
|
383,264
|
433,222
|
454,510
|
471,029
|
447,524
|
388,859
|
||||||||||||||||||||||||
Two
years later
|
369,852
|
342,164
|
361,306
|
371,431
|
432,714
|
454,926
|
523,624
|
480,713
|
456,171
|
-
|
||||||||||||||||||||||||
Three
years later
|
328,445
|
346,578
|
369,598
|
429,598
|
437,712
|
517,361
|
500,566
|
521,319
|
-
|
-
|
||||||||||||||||||||||||
Four
years later
|
331,897
|
349,810
|
398,899
|
413,476
|
480,200
|
543,554
|
571,045
|
-
|
-
|
-
|
||||||||||||||||||||||||
Five
years later
|
339,665
|
376,142
|
398,184
|
443,696
|
524,548
|
558,765
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Six
years later
|
347,664
|
369,320
|
428,031
|
477,975
|
520,675
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Seven
years later
|
344,451
|
396,197
|
450,728
|
485,228
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Eight
years later
|
360,149
|
423,928
|
461,082
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Nine
years later
|
378,778
|
418,177
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Ten
years later
|
364,992
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Cumulative
Redundancy (Deficiency)
|
$
|
(23,011
|
)
|
$
|
(85,503
|
)
|
$
|
(76,266
|
)
|
$
|
(140,480
|
)
|
$
|
(185,817
|
)
|
$
|
(176,114
|
)
|
$
|
(122,058
|
)
|
$
|
(121,872
|
)
|
$
|
(39,912
|
)
|
$
|
(7,984
|
)
|
||||
Retro
Premium Recoverable
|
623
|
1,582
|
3,037
|
(1,879
|
)
|
6,797
|
5,613
|
21,756
|
7,036
|
374
|
2,233
|
|||||||||||||||||||||||
Re-estimated
Reserve: Amount (Cumulative)
|
$
|
(22,388
|
)
|
$
|
(83,921
|
)
|
(73,229
|
)
|
$
|
(142,359
|
)
|
$
|
(179,020
|
)
|
$
|
(170,501
|
)
|
$
|
(100,302
|
)
|
$
|
(114,836
|
)
|
$
|
(39,538
|
)
|
$
|
(5,751
|
)
|
|||||
34
Activity
in the liability for unpaid losses and loss adjustment expenses for RepWest
is
summarized as follows:
Year
Ended December 31,
|
||||||||||
2005
|
2004
|
2003
|
||||||||
(In
thousands)
|
||||||||||
Balance
at January 1
|
$
|
380,875
|
$
|
416,259
|
$
|
399,447
|
||||
Less:
reinsurance recoverable
|
189,472
|
177,635
|
146,622
|
|||||||
Net
balance at January 1
|
191,403
|
238,624
|
252,825
|
|||||||
Incurred
related to:
|
||||||||||
Current
year
|
6,429
|
17,960
|
56,454
|
|||||||
Prior
years
|
16,161
|
21,773
|
53,127
|
|||||||
Total
incurred
|
22,590
|
39,733
|
109,581
|
|||||||
Paid
related to:
|
||||||||||
Current
year
|
3,774
|
13,570
|
22,931
|
|||||||
Prior
years
|
44,679
|
73,384
|
100,851
|
|||||||
Total
paid
|
48,453
|
86,954
|
123,782
|
|||||||
Net
balance at December 31
|
165,540
|
191,403
|
238,624
|
|||||||
Plus:
reinsurance recoverable
|
181,388
|
189,472
|
177,635
|
|||||||
Balance
at December 31
|
$
|
346,928
|
$
|
380,875
|
$
|
416,259
|
||||
The
liability for incurred losses and loss adjustment expenses (net of reinsurance
recoverable of $181.4 million) decreased by $25.9 million in 2005. The decrease
is a result of eliminating unprofitable programs.
35
Oxford
Life Insurance Company
2005
Compared with 2004
Premium
revenues were $120.4 million and $127.7 million for the years ended December
31,
2005 and 2004, respectively. Medicare supplement premiums decreased by $5.7
million due to lapses on closed lines being greater than new business written
on
active lines. Credit insurance premiums decreased $3.8 million. Oxford is no
longer writing credit insurance. Oxford expects the majority of the existing
credit policies to earn out over the next three years. Life premiums increased
$1.6 million primarily due to increased sales from the final expense product.
Annuitizations increased $0.4 million, while other health premiums increased
slightly. Other income decreased $2.5 million in the current year, compared
to
the prior year primarily due to decreased surrender charge income.
Net
investment income was $22.0 million and $23.5 million for 2005 and 2004,
respectively. The decrease was primarily due to realized losses on the sale
of
investments in the current year. Investment yields were consistent between
the
two years.
Benefits
and losses incurred were $85.7 million and $91.5 million for 2005 and 2004,
respectively. This decrease was primarily a result of a $5.4 million decrease
in
Medicare supplement benefits due to reduced exposure and a slightly improved
loss ratio. All other lines combined for a $0.4 million decrease.
Amortization
of deferred acquisition costs (DAC) and the value of business acquired (VOBA)
was $21.4 million and $23.8 million for 2005 and 2004, respectively. These
costs
are amortized for life and health policies as the premium is earned over the
term of the policy; and for deferred annuities in relation to interest spreads.
Annuity amortization decreased $1.9 million from 2004 primarily due to reduced
surrender activity. Other segments combined for a $0.5 million decrease
primarily due to a decline in new business volume.
Operating
expenses were $27.0 million and $42.2 million for 2005 and 2004, respectively.
The decrease is primarily due to a $10.6 million accrual in the prior year
for
the Kocher settlement as well as reduced legal and overhead expenses in the
current year. Included in operating expenses for the current year is $0.7
million of expense related to the write-off of goodwill associated with a
subsidiary engaged in selling credit insurance. Non-deferrable commissions
decreased $2.3 million due to decreased sales of Medicare supplement and credit
products.
Earnings
from operations were $13.9 million and $2.1 million for 2005 and 2004,
respectively. The increase is due primarily to the prior year accrual of $10.6
million related to the Kocher settlement as well as improved loss ratios in
the
Medicare supplement and other health lines of business.
2004
Compared with 2003
Premiums
revenues were $127.7 million, $147.8 million for the years ended December 31,
2004 and 2003, respectively. Medicare supplement premiums decreased by $8.2
million from 2003 due to lapses on closed lines being greater than new business
written on active lines. Credit insurance premiums decreased $6.9 million from
2003 due to fewer accounts resulting from the rating downgrade by A.M. Best.
Life, other health, and annuity premiums decreased $5.0 million from 2003
primarily from reduced life insurance sales and fewer annuitizations.
Net
investment income was $23.5 million and $19.0 million for 2004 and 2003,
respectively.
Benefits
and losses incurred were $91.5 million and $103.5 million for 2004 and 2003,
respectively. Medicare supplement benefits decreased $5.8 million from 2003
due
primarily to reduced exposure. Credit insurance benefits decreased $2.8 million
from 2003 due to reduced exposure and improved disability experience. Life
insurance benefits decreased $3.6 million from 2003 as new business declined
and
existing exposure decreased. All other lines had increases of $0.2 million
from
2003.
36
Amortization
of deferred acquisition costs (DAC) and the value of business acquired (VOBA)
was $23.8 million and $25.0 million for 2004 and 2003, respectively. Annuity
amortization increased $0.8 million from 2003 primarily due to increased
surrender activity. Other segments, primarily credit, had decreases of $2.0
million from 2003 due to decreased new business volume.
Operating
expenses were $42.2 million and $38.1 million for 2004 and 2003, respectively.
The $10.6 million accrual related to the Kocher settlement, net of insurance
recoveries, accounted for the majority of the variance. Non-deferrable
commissions have decreased $5.5 million from 2003 primarily due to decreased
sales of Medicare supplement and life products.
Earnings
from operations were $2.1 million and $11.3 million for 2004 and 2003,
respectively. The decrease in 2004 from 2003 is due primarily to the $10.6
million accrual for the Kocher settlement offset by improved investment income,
and positive loss experience in the Medicare supplement and credit insurance
segments.
SAC
Holding II
Fiscal
2006 Compared with Fiscal 2005
Listed
below are revenues for the major product lines at SAC Holding II for fiscal
2006
and fiscal 2005:
Year
Ended March 31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
9,498
|
$
|
9,008
|
|||
Self-storage
revenues
|
18,869
|
17,953
|
|||||
Self-moving
and self-storage product and service sales
|
16,602
|
15,020
|
|||||
Other
revenue
|
1,270
|
1,191
|
|||||
Segment
revenue
|
$
|
46,239
|
$
|
43,172
|
|||
Total
revenues were $46.2 million in fiscal 2006, compared with $43.2 million in
fiscal 2005. The increase was driven by self-moving and self-storage product
and
service sales. This increase grew in conjunction with increases in self-storage
revenues due to improved occupancy and pricing.
Total
costs and expenses were $32.6 million in fiscal 2006, compared with $32.7
million in fiscal 2005.
Earnings
from operations were $13.6 million in fiscal 2006, compared with $10.5 million
in fiscal 2005.
Fiscal
2005 Compared with Fiscal 2004
Listed
below are revenues for the major product lines at SAC Holding II for fiscal
2005
and SAC Holdings for fiscal 2004:
Year
Ended March 31,
|
|||||||
2005
|
2004
|
||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
9,008
|
$
|
29,155
|
|||
Self-storage
revenues
|
17,953
|
126,436
|
|||||
Self-moving
and self-storage product and service sales
|
15,020
|
50,577
|
|||||
Other
revenue
|
1,191
|
12,787
|
|||||
Segment
revenue
|
$
|
43,172
|
$
|
218,955
|
|||
37
During
March 2004, SAC Holding Corporation ceased to be a VIE and AMERCO ceased being
the primary beneficiary of SAC Holding Corporation. As a result of this, AMERCO
deconsolidated its interests in SAC Holding Corporation at that time. AMERCO
remains the primary beneficiary of its contractual variable interests in SAC
Holding II Corporation for fiscal 2005 and 2004.
Revenues
for fiscal 2005 fell $175.8 million, primarily as a result of the above
mentioned deconsolidation.
Total
costs and expenses were $32.7 million in fiscal 2005, compared with $154.3
million in fiscal 2004. Total costs and expenses fell $121.6 million, primarily
as a result of the above mentioned deconsolidation.
Earnings
from operations were $10.5 million in fiscal 2005 compared with $64.7 million
in
fiscal 2004. Earnings from operations fell $54.2 million in fiscal 2005 compared
with fiscal 2004, primarily as a result of the above mentioned
deconsolidation.
Liquidity
and Capital Resources
We
believe that our current capital structure will allow us to achieve our
operational plans and goals, and provide us with sufficient liquidity for the
next three to five years. The majority of the debt obligations currently in
place mature in fiscal 2010 or 2015. This allows us to focus on our operations
and business to further improve liquidity in the long term. We believe that
these improvements will enhance our access to capital markets. However, there
is
no assurance that future cash flows will be sufficient to meet our outstanding
obligations or our future capital needs.
Our
financial condition remains strong. At March 31, 2006, cash and short-term
investments totaled $155.5 million, compared with $56.0 million at March 31,
2005. Total short-term and long-term debt, were $965.6 million at March 31,
2006, compared with $780.0 million at March 31, 2005, and represented 1.4 times
stockholders’ equity for both periods.
A
summary
of our cash flows for fiscal 2006, 2005 and 2004 is shown in the table
below:
Year
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Cash
flow from operating activities
|
$
|
270,508
|
$
|
220,697
|
$
|
(62,818
|
)
|
|||
Cash
flow from investing activities
|
(258,836
|
)
|
36,176
|
60,187
|
||||||
Cash
flow from financing activities
|
88,018
|
(282,497
|
)
|
17,369
|
||||||
Effects
of exchange rate on cash
|
(186
|
)
|
22
|
(15
|
)
|
|||||
Net
cash flow
|
99,504
|
(25,602
|
)
|
14,723
|
||||||
Cash
at the beginning of the period
|
55,955
|
81,557
|
66,834
|
|||||||
Cash
at the end of the period
|
$
|
155,459
|
$
|
55,955
|
$
|
81,557
|
||||
Cash
provided by operating activities increased in fiscal 2006, compared with fiscal
2005 due primarily to improved operating performance. The Moving and Storage
segment experienced increased operating cash flows as collected revenues
outpaced increased total costs and expenses. Operating cash flows from the
insurance companies declined from fiscal 2005 as business volume
declined.
Net
cash
used in investing activities increased in fiscal 2006, compared with fiscal
2005
due primarily to higher capital expenditures in the Moving and Storage segment.
Capital expenditures increased in fiscal 2006 due to planned manufacturing
of
rental vehicles to replace our older rental fleet; additionally, the Company
continued to buyout trucks and trailers at the expiration of their TRAC
lease.
Cash
provided by financing activities increased in fiscal 2006, compared with cash
used in financing activities in fiscal 2005 due to higher debt borrowings used
to fund increased capital requirements and the absence of capital lease payments
also contributed to the overall increase of cash provided by financing
activities.
38
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.
Capital expenditures have primarily reflected new rental equipment acquisitions
and the buyouts of existing fleet from TRAC leases. The capital to fund these
expenditures has historically been obtained internally from operations and
the
sale of used equipment, and externally from lease financing. In the future
we
anticipate that our internally generated funds will be used to service the
existing debt and support operations. U-Haul estimates that during the next
three fiscal years, at least $340.0 million each year will be reinvested in
the
truck and trailer rental fleet. This investment will be funded through external
lease financing, debt financing and internally from operations and sales of
used
equipment. Management considers several factors including cost and tax
consequences when selecting a method to fund capital expenditures. Because
the
Company has utilized all of its net operating loss carry forwards, there will
be
more of a focus on financing the fleet through asset-backed debt. Net capital
expenditures were $322.2 million and $40.7 million for fiscal 2006 and 2005,
respectively.
Real
Estate has traditionally financed the acquisition of self-storage properties
to
support U-Haul's growth through debt financing and funds from operations and
sales. U-Haul's growth plan in self-storage is primarily focused on eMove,
which
does not require acquisition or construction of self-storage properties by
the
Company. This primary focus does not preclude the Company from using debt and
internally generated funds to finance storage acquisitions or construction
in
the future.
Property
and Casualty Insurance
As
of
December 31, 2005, RepWest had no notes and loans due in less than one year
and
its accounts payable, accrued expenses and other policyholders’ funds and
liabilities were approximately $5.2 million. RepWest’s financial assets (cash,
receivables, short-term investments, other investments, fixed maturities and
related party assets) at December 31, 2005, were $456.0 million. State insurance
regulations restrict the amount of dividends that can be paid to stockholders
of
insurance companies. As a result, RepWest’s assets are generally not available
to satisfy the claims of AMERCO or its legal subsidiaries.
Stockholder’s
equity was $137.4 million, $154.8 million, and $169.0 million at December 31,
2005, 2004, and 2003 respectively. RepWest paid $27.0 million in dividends
to
its parent during 2005; payment was effected by a reduction in intercompany
accounts. The decrease was offset by increases from earnings and gains from
the
sale of real estate to affiliated entities recorded directly to additional
paid
in capital. RepWest does not use debt or equity issues to increase capital
and
therefore has no exposure to capital market conditions other than through its
investment portfolio.
39
Life
Insurance
Other
than amounts payable to AMERCO, Oxford had no other notes and loans payable
in
less than one year. Its accounts payable, accrued expenses were approximately
$3.2 million. Oxford’s financial assets (cash, receivables, short-term
investments, other investments and fixed maturities) at December 31, 2005 were
approximately $702.0 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 $127.3 million, $115.0 million, and $121.0 million at
December 31, 2005, 2004 and 2003, respectively. The increase resulted from
earnings of $8.9 million, $9.8 million of related party gains from the sale
of
real estate recorded directly to additional paid-in capital, offset by a $6.4
million decrease in other comprehensive income. Oxford does not use debt or
equity issues to increase capital and therefore has no exposure to capital
market conditions other than through its investment portfolio.
SAC
Holding II
SAC
Holding II operations are funded by various mortgage loans 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 by operating activities was $276.1 million, $226.5 million and $60.7
million in fiscal 2006, 2005 and 2004, respectively. Cash provided by operating
activities increased in fiscal 2006, compared with fiscal 2005 due primarily
to
improved operating performance.
Property
and Casualty Insurance
Cash
used
by operating activities was $28.9 million, $31.6 million, and $86.1 million
for
the years ending December 31, 2005, 2004, and 2003, respectively. The decrease
in cash used by operating activities was the result of RepWest’s exiting its non
U-Haul lines of business and the associated reduction of reserves in the lines
exited.
RepWest’s
cash and cash equivalents and short-term investment portfolio were $106.2
million, $90.3 million, and $62.1 million at December 31, 2005, 2004, and 2003,
respectively. This balance reflects funds in transition from maturity proceeds
to long term investments. This level of liquid assets, combined with budgeted
cash flow, is adequate to meet periodic needs. Capital and operating budgets
allow RepWest to schedule cash needs in accordance with investment and
underwriting proceeds.
Life
Insurance
Cash
provided (used) by operating activities from Oxford were ($0.7) million, $24.8
million and $20.9 million for the years ending December 31, 2005, 2004 and
2003,
respectively. 2005 includes the $10.6 million settlement payment related to
the
Kocher lawsuit.
In
addition to cash flows from operating activities, a substantial amount of liquid
funds are available through Oxford’s short-term portfolio. At December 31, 2005,
2004 and 2003, short-term investments amounted to $33.0 million, $113.8 million
and $124.7 million, respectively. Management believes that the overall sources
of liquidity will continue to meet foreseeable cash needs.
SAC
Holding II
Cash
provided (used) by operating activities at SAC Holding II was $2.8 million
and
$1.1 million for fiscal 2006 and fiscal 2005, respectively. Cash of $8.2 million
was used by operating activities in fiscal 2004 for SAC Holdings. The primary
use of cash in fiscal 2004 was the deconsolidation of SAC Holding
Corporation.
40
Liquidity
and Capital Resources - Summary
We
believe we have the financial resources needed to meet our business requirements
including capital expenditures for the investment in and expansion of our rental
fleet, rental equipment and 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 9 “Borrowings” to the “Notes to the Consolidated Financial
Statements.”
Disclosures
about Contractual Obligations and Commercial Commitments
The
following table provides contractual commitments and contingencies as of March
31, 2006:
Payment
due by Period (as of March 31, 2006)
|
||||||||||||||||
Contractual
Obligations
|
Total
|
Prior
to
03/31/07
|
04/01/07
03/31/09
|
04/01/09
03/31/11
|
April
1, 2011
and
Thereafter
|
|||||||||||
(In
thousands)
|
||||||||||||||||
Notes
and loans payable - Principal
|
$
|
875,634
|
$
|
30,239
|
$
|
81,527
|
$
|
303,724
|
$
|
460,144
|
||||||
Notes
and loans payable - Interest
|
322,697
|
51,030
|
93,724
|
73,465
|
104,478
|
|||||||||||
Revolving
credit agreement - Principal
|
90,000
|
-
|
-
|
90,000
|
-
|
|||||||||||
Revolving
credit agreement - Interest
|
23,448
|
5,309
|
10,618
|
7,521
|
-
|
|||||||||||
AMERCO's
operating leases
|
429,164
|
124,943
|
167,153
|
102,575
|
34,493
|
|||||||||||
SAC
Holding II Corporation notes and loans*
|
151,320
|
1,313
|
3,078
|
3,728
|
143,201
|
|||||||||||
Elimination
of SAC Holding II obligations to AMERCO
|
(75,088
|
)
|
-
|
-
|
-
|
(75,088
|
)
|
|||||||||
Total
contractual obligations
|
$
|
1,817,175
|
$
|
212,834
|
$
|
356,100
|
$
|
581,013
|
$
|
667,228
|
||||||
As
presented above, contractual obligations on debt and guarantees represent
principal payments while contractual obligations for operating leases represent
the notional payments under the lease arrangements.
*
These
notes and loans represent obligations of SAC Holding II issued to third party
lenders and AMERCO through its subsidiaries.
41
Off
Balance Sheet Arrangements
The
Company uses off-balance sheet arrangements where the economics and sound
business principles warrant their use.
AMERCO
utilizes operating leases for certain equipment and facilities with terms
expiring substantially through 2034, with the exception of one land lease
expiring in 2079. In the event of a shortfall in proceeds from the sales of
the
underlying rental equipment assets, AMERCO has guaranteed approximately $193.1
million of residual values at March 31, 2006 for these assets at the end of
their respective lease terms. AMERCO has been leasing rental equipment since
1987. Thus far, we have experienced no residual value shortfalls.
AMERCO
has used off-balance sheet arrangements in connection with the expansion of
our
self-storage business. The Company currently manages the self-storage properties
of SAC Holdings (see Note 19 of our Consolidated Financial
Statements).
The
Company currently manages the self-storage properties owned or leased by SAC
Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini Storage Realty
(“Private Mini”) pursuant to a standard form of management agreement, under
which the Company receives a management fee of between 4% and 10% of the gross
receipts plus reimbursement for certain expenses. The Company received
management fees, exclusive of expenses, of $22.5
million, and $14.4 million from the above mentioned entities during fiscal
2006
and 2005, respectively. This management fee is consistent with the fee received
for other properties the Company previously managed for third parties. SAC
Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini are substantially controlled
by
Blackwater. Mercury is substantially controlled by Mark V. Shoen. James P.
Shoen, a significant shareholder and director of AMERCO, has an interest in
Mercury.
At
March
31, 2006, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini
acted as U-Haul independent dealers. The financial and other terms of the
dealership contracts with the aforementioned companies and their subsidiaries
are substantially identical to the terms of those with the Company’s other
13,950 independent dealers. During fiscal 2006 and fiscal 2005, the Company
paid
the above mentioned entities $36.8 million and $33.1 million, respectively
in
commissions pursuant to such dealership contracts.
The
Company leases space for marketing company offices, vehicle repair shops and
hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy.
Total lease payments pursuant to such leases were $2.7 million in both fiscal
2006 and 2005. 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.
During
fiscal 2006 subsidiaries of the Company held various junior unsecured notes
of
SAC Holdings. Substantially all of the equity interest of SAC Holdings is
controlled by Blackwater, wholly-owned 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 recorded interest income of $19.4
million and $22.0 million, and received cash interest payments of $11.2 million
and $11.7 million, from SAC Holdings during fiscal 2006 and fiscal 2005. The
largest aggregate amount of notes receivable outstanding during fiscal 2006
and
the aggregate notes receivable balance at March 31, 2006 was $203.7 million,
of
which $75.1 million is with SAC Holding II and have been eliminated in the
consolidating financial statements.
These
agreements with Blackwater entities, excluding dealer agreements, provided
revenue of $38.7 million, expenses of $2.7 million and cash flows of $27.5
million during fiscal 2006. Revenues and commission expenses related to the
Dealer Agreements were $171.5 million and $36.7 million,
respectively.
Fiscal
2007
Outlook
We
have
many developments which we believe should positively affect performance in
fiscal 2007. We believe the momentum in our Moving and Storage Operations will
continue. The revenue gains during fiscal 2006 were primarily due to improved
pricing, product mix, occupancy, and utilization.
42
In
fiscal
2007 we are working towards increasing transaction volume, product mix and
utilization for self-moving equipment rentals. Investing in our truck fleet
is a
key initiative to reach this goal. Over the past year we have placed over 14,300
of our large and mid-size rental trucks in service, along with approximately
3,000 new trailers and approximately 1,200 pickup trucks and cargo vans. We
continue to manufacture our large and mid-size rental trucks and expect to
produce approximately 15,000 additional vehicles and 4,200 additional trailers
during the next year. This investment is expected to increase the number of
rentable equipment days available to meet our customer demands and to reduce
future spending on repair costs and equipment downtime. In fiscal 2007 we are
working towards increasing our storage occupancy at existing sites, adding
new
affiliates and building new locations. We believe that additional occupancy
gains in our current portfolio of locations can be realized in fiscal 2007.
We
continue to add new storage affiliates through our eMove Storage Affiliate
program and plan for growth in this program in fiscal 2007. Additionally, we
are
developing new facilities that will increase our overall capacity in future
years.
At
RepWest, our plans to exit non U-Haul related lines of business are progressing
well. Additionally, RepWest will continue to provide loss adjusting and claims
handling for U-Haul and underwrite components of the Safemove, Safetow and
Safestor protection packages to U-Haul customers.
At
Oxford, the recent ratings upgrade by A.M. Best in October 2005 to B+ should
support the expansion of its distribution capabilities.
43
Quarterly
Results (unaudited)
The
quarterly results shown below are derived from unaudited financial statements
for the eight quarters beginning April 1, 2004 and ending March 31, 2006. The
Company believes that all necessary adjustments have been included in the
amounts stated below to present fairly, and in accordance with generally
accepted accounting principles, such results. Moving and Storage operations
are
seasonal and proportionally more of the Company’s revenues and net earnings from
its Moving and Storage operations are generated in the first and second quarters
of each fiscal year (April through September). The operating results for the
periods presented are not necessarily indicative of results for any future
period.
Quarter
Ended
|
|||||||||||||
March
31,
2006
|
December
31,
2005
|
September
30,
2005
|
June
30,
2005
(a)
|
||||||||||
(In
thousands, except for share and per share data)
|
|||||||||||||
Total
revenues
|
$
|
445,982
|
$
|
495,670
|
$
|
605,516
|
$
|
559,458
|
|||||
Earnings
from operations
|
19,164
|
45,419
|
128,238
|
112,560
|
|||||||||
Net
earnings
|
1,800
|
15,170
|
69,122
|
35,062
|
|||||||||
Earnings
(loss) available to common shareholders
|
(1,440
|
)
|
11,929
|
65,881
|
31,821
|
||||||||
Weighted
average common shares outstanding:
basic and diluted
|
20,887,258
|
20,865,684
|
20,848,620
|
20,836,458
|
|||||||||
Earnings
(loss) per common share Basic
and diluted
|
$
|
(0.07
|
)
|
$
|
0.57
|
$
|
3.16
|
$
|
1.53
|
Quarter
Ended
|
|||||||||||||
March
31,
2005
|
December
31,
2004
(b)
|
September
30,
2004
|
June
30,
2004
|
||||||||||
(In
thousands, except for share and per share data)
|
|||||||||||||
Total
revenues (c )
|
$
|
414,259
|
$
|
461,497
|
$
|
579,420
|
$
|
552,945
|
|||||
Earnings
(loss) from operations
|
(28,676
|
)
|
291
|
104,193
|
91,188
|
||||||||
Net
earnings (loss)
|
(29,600
|
)
|
21,546
|
53,059
|
44,419
|
||||||||
Earnings
(loss) available to common shareholders
|
(32,840
|
)
|
18,305
|
49,818
|
41,178
|
||||||||
Weighted
average common shares outstanding:
basic and diluted
|
20,824,296
|
20,813,805
|
20,801,525
|
20,788,074
|
|||||||||
Earnings
(loss) per common share Basic
and diluted
|
$
|
(1.57
|
)
|
$
|
0.88
|
$
|
2.39
|
$
|
1.98
|
(a)
The
first quarter fiscal 2006 results included nonrecurring fee of $21.2 million
on
early extinguishment of debt and a write off of $14.4 million of debt issuance
costs.
(b)
The
third quarter fiscal 2005 results included nonrecurring litigation proceeds
of
$51.3 million.
(c)
Quarterly amounts include certain reclassifications to conform to current period
presentation.
44
Item
7A. Quantitative
and Qualitative Disclosures about Market Risk
We
are
exposed to financial market risks, including changes in interest rates and
currency exchange rates. To mitigate these risks, we may utilize derivative
financial instruments, among other strategies. We do not use derivative
financial instruments for speculative purposes. We do not believe that inflation
has or will have a direct impact on our operations.
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 and cap
agreements to reduce our exposure to changes in interest rates.
Notional
Amount
|
|
Effective
Date
|
|
Expiration
Date
|
|
Fixed
Rate
|
|
Floating
Rate
|
|
$
|
100,000,000
(a)
|
6/8/2005
|
6/8/2008
|
3.97%
|
3
Month LIBOR
|
||||
100,000,000
(a)
|
6/8/2005
|
6/8/2010
|
4.09%
|
3
Month LIBOR
|
|||||
142,264,071
(a)
|
5/10/2006
|
4/10/2012
|
5.06%
|
1
Month LIBOR
|
|||||
200,000,000
(b)
|
5/17/2004
|
5/17/2006
|
3.00%
|
3
Month LIBOR
|
|||||
50,000,000
(b)
|
5/17/2004
|
5/17/2007
|
3.00%
|
3
Month LIBOR
|
|||||
(a)
interest rate swap agreement
|
|||||||||
(b)
interest rate cap agreement
|
|||||||||
As
of
March 31, 2006, the Company had approximately $434.3 million of variable rate
debt obligations. If LIBOR were to increase or decrease 100 basis points, the
increase or decrease in interest expense on the variable rate debt would
increase or decrease future earnings and cash flows by approximately $4.3
million annually (before consideration of the effect of the above derivative
contracts).
Additionally,
our insurance subsidiaries’ fixed income investment portfolio’s expose the
Company to interest rate risk. This interest rate risk is the price sensitivity
of a fixed income security to change in interest rates. As part of our insurance
companies’ asset and liability management, actuaries estimate the cash flow
patterns of our existing liabilities to determine their duration. These outcomes
are compared to the characteristics of the assets that are currently supporting
these liabilities assisting management in determining an asset allocation
strategy for future investments that management believes will mitigate the
overall effect of interest rates.
Foreign
Currency Exchange Rate Risk
The
exposure to market risk for changes in foreign currency exchange rates relates
primarily to our Canadian business. Approximately 2.5%, 2.6% and 3.0% of our
revenue in fiscal 2006, 2005 and 2004, respectively was generated in Canada.
The
result of a 10.0% change in the value of the U.S. dollar relative to the
Canadian dollar would not be material. We typically do not hedge any foreign
currency risk since the exposure is not considered material.
Item
8. Financial
Statements and Supplementary Data
The
Report of Independent Registered Public Accounting and Consolidated Financial
Statements of AMERCO and its consolidated subsidiaries including the notes
to
such statements and the related schedules are set forth on pages F-3 through
F-63 and are thereby incorporated herein.
Item
9. Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
Not
applicable.
45
Item
9A. Controls
and Procedures
Attached
as exhibits to this Form 10-K are certifications of the registrants’ Chief
Executive Officer (CEO), Chief Accounting Officer (CAO) and Chief Financial
Officer (CFO), 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. Following this discussion
is the report of BDO Seidman LLP, our independent registered public accounting
firm, regarding its audit of AMERCO’s internal control over financial reporting
and of management's assessment of internal control over financial reporting
set
forth below in this section. This section should be read in conjunction with
the
certifications and the BDO Seidman, LLP report for a more complete understanding
of the topics presented.
Evaluation
of Disclosure Controls and Procedures
The
Company’s management, with the participation of the CEO, CAO, and CFO, conducted
an evaluation of the effectiveness of the design and operation of the Company’s
"disclosure controls and procedures" (as such term is defined in the Exchange
Act Rules 13a-15(e) and 15d-15(e)) (Disclosure Controls) as of the end of the
period covered by this Form 10-K. Our Disclosure Controls are designed to
reasonably assure that information required to be disclosed in our reports
filed
under the Exchange Act, such as this Form 10-K, is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules
and
forms. Our disclosure Controls are also designed to reasonably assure that
such
information is accumulated and communicated to our management, including the
CEO, CAO and CFO, as appropriate to allow timely decisions regarding required
disclosure. Based upon the controls evaluation, our CEO, CAO and CFO have
concluded that as of the end of the period covered by this Form 10-K, our
Disclosure Controls were effective.
Management
Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and
15d-15(f) to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Internal
control over financial reporting includes those policies and procedures that
(i)
pertain to the maintenance of records that in reasonable detail accurately
and
fairly reflect the transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary
to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors
of
the Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on the financial statements.
Management
assessed our internal control over financial reporting as of March 31, 2006,
the
end of our fiscal year. Management based its assessment on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Management's assessment included
evaluation of such elements as the design and operating effectiveness of key
financial reporting controls, process documentation, accounting policies, and
our overall control environment. This assessment is supported by testing and
monitoring performed both by our Internal Audit organization and our Finance
organization.
Based
on
our assessment, management has concluded that our internal control over
financial reporting was effective as of the end of the fiscal year. We reviewed
the results of management's assessment with the Audit Committee of our Board
of
Directors.
Our
independent registered public accounting firm, BDO Seidman, LLP, has audited
management's assessment of the Company's internal control over financial
reporting and has issued their report, which is included below.
46
Inherent
Limitations on Effectiveness of Controls
The
Company's management, including the CEO, CAO and CFO, 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.
There
have not been any changes in the Company’s internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
New
Financings
On
June
7, 2006, U-Haul International, Inc. and certain subsidiaries entered into a
$150.0 million term loan facility with BTMU Capital Corporation that
is expected
to be drawn down over the next several months to fund the acquisition
of new
rental trucks. The credit facility is secured by a portion of the Company’s new
truck rental fleet. The above discussion of select terms of the agreements
and
is qualified in its entirety by reference to our agreements with BTMU
Capital
Corporation filed as Exhibits 10.85, 10.86 and 10.87 hereto.
On June 7, 2006, U-Haul International, Inc. and certain subsidiaries
entered
into a $50.0 million term loan facility with Bayerische Hypo-und Vereinsbank
that is expected to be drawn down over the next several months to fund
the
acquisition of new rental trucks. The credit facility is secured by a
portion of
the Company’s new truck rental fleet. The above discussion of select terms of
the agreements and is qualified in its entirety by reference to our agreements
with Bayerische Hypo-und Vereinsbank filed as Exhibits 10.91 and 10.92
hereto.
The
existing Merrill Lynch Rental
Truck Amortizing Loan and Revolving Credit Agreement were amended to
clarify
their security interests in only those trucks serving as collateral for
those
loans. The above discussion is merely a description of select terms of
the
amendments and is qualified in its entirety by reference to such amendments
with
Merrill Lynch Commercial Finance Corporation filed as Exhibits 10.88
and 10.89
hereto.
47
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
Board
of
Directors and Stockholders
AMERCO
Reno,
Nevada
We
have
audited management's assessment, included in the accompanying Management's
Report on Internal Control over Financial Reporting that AMERCO and consolidated
entities (the "Company") maintained effective internal control over financial
reporting as of March 31, 2006, based on criteria established in Internal
Control - Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The Company's management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness
of
internal control over financial reporting. Our responsibility is to express
an
opinion on management's assessment and an opinion on the effectiveness of the
Company's internal control over financial reporting based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control
over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing
such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A
company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America.
A
company's internal control over financial reporting includes those policies
and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of
the
assets of the company; (ii) provide reasonable assurance that transactions
are
recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States
of
America, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In
our
opinion, management's assessment that the Company maintained effective internal
control over financial reporting as of March 31, 2006, is fairly stated, in
all
material respects, based on the criteria established in Internal
Control - Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Also in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of March 31, 2006, based on the
criteria established in Internal
Control - Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.
48
We
have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of the Company
as of March 31, 2006 and 2005 and the related consolidated statements of
operations, changes in stockholders’ equity, other comprehensive income /
(loss), and cash flows for each of the three years in the period ended March
31,
2006, and our report dated June 10, 2006 expressed an unqualified opinion
thereon.
/s/
BDO
Seidman, LLP
Los
Angeles, California
June
10,
2006
49
The
information regarding Directors and Executive Officers and Section 16(a)
Compliance appearing in our 2006 Proxy Statement is incorporated herein by
reference to AMERCO’s definitive proxy statement, which will be filed with the
commission within 120 days after the close of the fiscal year.
The
Company has adopted a code of ethics that applies to all directors, officers
and
employees of the Company, including the Company’s principal executive officer,
principal financial officer and principal accounting officer. A copy of our
Code
of Ethics has been filed as an exhibit hereto, and is posted on the AMERCO
Investor Relations home page at www.amerco.com. We intend to satisfy the
disclosure requirements under Item 10 of Form 8-K regarding any amendment to,
or
waiver from, a provision of this code of ethics by posting such information
on
the Company’s website, at the web address and location specified
above.
Item 11. Executive
Compensation
The
information regarding Executive Compensation appearing in our 2006 Proxy
Statement is incorporated herein by reference to AMERCO’s definitive proxy
statement, which will be filed with the commission within 120 days after the
close of the fiscal year; provided, however, that the “Board Report on Executive
Compensation” and the “Performance Graph” contained in the 2006 Proxy Statement
are not incorporated by reference herein.
The
information appearing in our 2006 Proxy Statement under the heading “Security
Ownership of Certain Beneficial Owners and Management” is incorporated herein by
reference to AMERCO’s definitive proxy statement, which will be filed with the
commission within 120 days after the close of the fiscal year.
Item
13. Certain
Relationships and Related Transactions
The
information appearing in our 2006 Proxy Statement under the heading “Certain
Relationships and Related Transactions” is incorporated herein by reference to
AMERCO’s definitive proxy statement, which will be filed with the commission
within 120 days after the close of the fiscal year.
Item
14. Principal
Accountant Fees and Services
The
information appearing in our 2006 Proxy Statement under the heading
“Relationship with Independent Auditors” is incorporated by herein by reference
to AMERCO’s definitive proxy statement, which will be filed with the commission
within 120 days after the close of the fiscal year.
50
PART
IV
Item
15. Exhibits,
Financial Statement Schedules, and Reports on Form
8-K
(a)
The
following documents are filed as part of this Report:
Page
No.
|
||
1.
|
Financial
Statements:
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Independent
Auditors' Report
|
F-2
|
|
Consolidated
Balance Sheets - March 31, 2006 and 2005
|
F-3
|
|
Consolidated
Statements of Operations - Years Ended March 31, 2006, 2005, and
2004
|
F-4
|
|
Consolidated
Statements of Changes in Stockholders' Equity - Years Ended March
31,
2006, 2005, and 2004
|
F-5
|
|
Consolidated
Statements of Other Comprehensive Income (Loss) - Years Ended March
31,
2006, 2005 and 2004
|
F-6
|
|
Consolidated
Statement of Cash Flows - Years Ended March 31, 2006, 2005 and
2004
|
F-7
|
|
Notes
to Consolidated Financial Statements
|
F-8
- F-55
|
|
2.
|
Additional
Information:
|
|
Summary
of Earnings of Independent Rental Fleets
|
F-56
- F-57
|
|
3.
|
Financial
Statement Schedules required to be filed by Item 8 and Paragraph
(d) of
this Item 15:
|
|
Condensed
Financial Information of Registrant - Schedule 1
|
F-58
- F-61
|
|
Valuation
and Qualifying Accounts - Schedule II
|
F-62
|
|
Supplemental
Information (For Property-Casualty Insurance Underwriters) - Schedule
V
|
F-63
|
All
other
schedules are omitted as the required information is not applicable or the
information is presented in the financial statements or related notes
thereto.
(b)
Exhibits:
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 no. 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
|
51
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
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
|
4.3
|
Indenture
dated as of March 15, 2004, among SAC Holding Corporation and SAC
Holding
II Corporation and Law Debenture Trust Company of New York
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed on March 26,
2004, file no. 1-11255
|
4.4
|
Rights
Agreement, dated as of August 7, 1998
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, file no. 1-11255
|
10.1*
|
AMERCO
Employee Savings, Profit Sharing and Employee Stock Ownership
Plan
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1993, file no. 1-11255
|
10.1A*
|
First
Amendment to the AMERCO Employee Savings, Profit Sharing and Employee
Stock Ownership Plan
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2000, file no. 1-11255
|
10.3
|
SAC
Participation and Subordination Agreement, dated as of March 15,
2004
among SAC Holding Corporation, SAC Holding II Corporation, AMERCO,
U-Haul
International, Inc., and Law Debenture Trust Company of New
York
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed on March 26,
2004, file no. 1-11255
|
10.5
|
U-Haul
Dealership Contract
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year end March
31, 1993, file no. 1-11255
|
10.6
|
Share
Repurchase and Registration Rights Agreement with Paul F.
Shoen
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1993, file no. 1-11255
|
10.7
|
ESOP
Loan Credit Agreement
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1990, file no. 1-11255
|
10.8
|
ESOP
Loan Agreement
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1990, file no. 1-11255
|
10.9
|
Trust
Agreement for the AMERCO Employee Savings, Profit Sharing and Employee
Stock Ownership Plan
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1990, file no. 1-11255
|
10.10
|
Amended
Indemnification Agreement
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1990, file no. 1-11255
|
10.11
|
Indemnification
Trust Agreement
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1990, file no.
1-11255
|
52
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
10.13
|
Management
Agreement between Four SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1997, file no. 1-11255
|
10.17
|
Management
Agreement between Five SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1999, file no. 1-11255
|
10.18
|
Management
Agreement between Eight SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1999, file no. 1-11255
|
10.19
|
Management
Agreement between Nine SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1999, file no. 1-11255
|
10.20
|
Management
Agreement between Ten SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1999, file no. 1-11255
|
10.21
|
Management
Agreement between Six-A SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2000, file no. 1-11255
|
10.22
|
Management
Agreement between Six-B SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2000, file no. 1-11255
|
10.23
|
Management
Agreement between Six-C SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2000, file no. 1-11255
|
10.24
|
Management
Agreement between Eleven SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2000, file no. 1-11255
|
10.25
|
Management
Agreement between Twelve SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement, no.
333-114042
|
10.26
|
Management
Agreement between Thirteen SAC Self-Storage Corporation and subsidiaries
of AMERCO
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement, no.
333-114042
|
10.27
|
Management
Agreement between Fourteen SAC Self-Storage Corporation and subsidiaries
of AMERCO
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement, no.
333-114042
|
10.28
|
Management
Agreement between Fifteen SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2000, file no. 1-11255
|
10.29
|
Management
Agreement between Sixteen SAC Self-Storage Corporation and subsidiaries
of
AMERCO
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2000, file no. 1-11255
|
10.30
|
Management
Agreement between Seventeen SAC Self-Storage Corporation and subsidiaries
of AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2001, file no.
1-11255
|
53
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
10.31
|
Management
Agreement between Eighteen SAC Self-Storage Corporation and U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.32
|
Management
Agreement between Nineteen SAC Self-Storage Limited Partnership
and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.33
|
Management
Agreement between Twenty SAC Self-Storage Corporation and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.34
|
Management
Agreement between Twenty-One SAC Self-Storage Corporation and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.35
|
Management
Agreement between Twenty-Two SAC Self-Storage Corporation and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.36
|
Management
Agreement between Twenty-Three SAC Self-Storage Corporation and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.37
|
Management
Agreement between Twenty-Four SAC Self-Storage Limited Partnership
and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.38
|
Management
Agreement between Twenty-Five SAC Self-Storage Limited Partnership
and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.39
|
Management
Agreement between Twenty-Six SAC Self-Storage Limited Partnership
and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.40
|
Management
Agreement between Twenty-Seven SAC Self-Storage Limited Partnership
and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.42
|
Promissory
Note between SAC Holding Corporation and Oxford Life Insurance
Company
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.42A
|
Amendment
and Addendum to Promissory Note between SAC Holding Corporation
and Oxford
Life Insurance Company
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement, no.
373-114042
|
10.45
|
Fixed
Rate Note between SAC Holding Corporation and U-Haul International,
Inc.
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement, no.
333-114042
|
10.46
|
Promissory
Note between SAC Holding Corporation and U-Haul International,
Inc.
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement, no.
333-114042
|
10.47
|
Amended
and Restated Promissory Note between SAC Holding Corporation and
U-Haul
International, Inc. (in an aggregate principal amount up to
$21,000,000)
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement, no.
333-114042
|
54
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
10.48
|
Amended
and Restated Promissory Note between SAC Holding Corporation and
U-Haul
International, Inc. (in an aggregate principal amount up to
$47,500,000)
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement, no.
333-114042
|
10.49
|
Amended
and Restated Promissory Note between SAC Holding Corporation and
U-Haul
International, Inc. (in an aggregate principal amount up to
$76,000,000)
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement, no.
333-114042
|
10.50
|
Property
Management Agreement
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2004, file no. 1-11255
|
10.51
|
Property
Management Agreements among Three-A through Three-D SAC Self-Storage
Limited Partnership and the subsidiaries of U-Haul International,
Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, file no. 1-11255
|
10.52
|
U-Haul
Dealership Contract between U-Haul Leasing & Sales Co., and U-Haul
Moving Partners, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, file no. 1-11255
|
10.53
|
Property
Management Agreement between Mercury Partners, LP, Mercury 99,
LLC and
U-Haul Self-Storage Management (WPC), Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, file no. 1-11255
|
10.54
|
Property
Management Agreement between Three-SAC Self-Storage Corporation
and U-Haul
Co. (Canada), Ltd.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, file no. 1-11255
|
10.55**
|
Settlement
and Release Agreement among PricewaterhouseCoopers LLP, AMERCO,
and SAC
Holding Corporation
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2004, file no. 1-11255
|
10.56
|
Property
Management Agreement among subsidiaries of U-Haul International
and Galaxy
Storage Two, L.P.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2004, file no. 1-11255
|
10.57
|
Kocher
Settlement and Release Agreement
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on March 8,
2005, file no. 1-11255
|
10.58
|
Merrill
Lynch Commitment Letter (re first mortgage loan)
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 13,
2005, file no. 1-11255
|
10.59
|
Notice
of Early Termination (re Wells Fargo Loan and Security
Agreement)
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 13,
2005, file no. 1-11255
|
10.60
|
Notice
of Redemption (re 9% Senior Secured Notes due 2009)
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 13,
2005, file no. 1-11255
|
10.61
|
Morgan
Stanley Commitment Letter
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 13,
2005, file no. 1-11255
|
10.62
|
Merrill
Lynch Commitment Letter (re loan to Amerco Real Estate
Company)
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 13,
2005, file no. 1-11255
|
10.63
|
Notice
of Redemption (re 12% Senior Subordinated Notes due 2011)
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 13,
2005, file no. 1-11255
|
55
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
10.64
|
Refinance
Closing Docs
|
Incorporated
by reference to AMERCO’s Current Report on
Form 8-K, filed June 14, 2005, file no. 1-11255
|
10.65
|
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
|
10.66
|
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
|
10.67
|
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
|
10.68
|
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
|
10.69
|
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
|
10.70
|
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
|
10.71
|
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
|
10.72
|
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
|
10.75
|
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
|
10.76
|
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
|
10.77
|
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
|
56
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
10.78
|
Property
Management Agreement between Subsidiaries of U-Haul and Five
SAC RW MS,
LLC., dated August 17, 2005.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2005, file no. 1-11255
|
10.79
|
Credit
agreement, dated November 10, 2005, among U-Haul Leasing & Sales Co.,
U-Haul Company of Arizona and U-Haul International, Inc. and
Merrill Lynch
Commercial Finance Corporation.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed November 17,
2005, file no. 1-11255
|
10.80
|
Property
Management Agreement between Subsidiaries of U-Haul and Five
SAC 905,
LLC., dated September 23, 2005.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2005, file no. 1-11255
|
10.81
|
Property
Management Agreements between Subsidiaries of U-Haul and subsidiaries
of
PM Partners, LP, dated June 25, 2005.
|
Filed
herewith
|
10.82
|
Property
Management Agreements between Subsidiaries of U-Haul and subsidiaries
of
PM Preferred Properties, LP., dated June 25, 2005
|
Filed
herewith
|
10.83
|
Promissory
note, dated December 1, 2005, by Private Mini Storage Realty,
LP in favor
of AMERCO.
|
Filed
herewith
|
10.84
|
Promissory
note dated December 1, 2005 by PMSI Investments, LP in favor
of U-Haul
International, Inc.
|
Filed
herewith
|
10.85
|
Credit
Agreement executed June 7, 2006, among U-Haul Leasing & Sales
Co., U-Haul Co. of Arizona and U-Haul International, Inc. and
BTMU Capital
Corporation.
|
Filed
herewith
|
10.86
|
Security
and Collateral Agreement executed June 7, 2006, by U-Haul
International, Inc., U-Haul Leasing and Sales Co., U-Haul Co.
of Arizona,
BTMU Capital Corporation, and Orange Truck Trust 2006
|
Filed
herewith
|
10.87
|
Guarantee executed
June 7, 2006, made by U-Haul International, Inc. and AMERCO in
favor of
BTMU Capital Corp. and Orange Truck Trust 2006.
|
Filed
herewith
|
10.88
|
First
Amendment to Security Agreement (Aged Truck Revolving Loan
Facility) executed June 7, 2006, among U-Haul Leasing and Sales Co.,
U-Haul Co. of Arizona, and U-Haul International, Inc., in favor
of Merrill
Lynch Commercial Finance Corp.
|
Filed
herewith
|
10.89
|
First
Amendment to Security Agreement (New Truck Term Loan
Facility) executed June 7, 2006, among U-Haul Leasing and Sales Co.,
U-Haul Co. of Arizona, and U-Haul International, Inc., in favor
of Merrill
Lynch Commercial Finance Corp.
|
Filed
herewith
|
57
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
10.90
|
Credit
Agreement dated June 6, 2006, among U-Haul Leasing and Sales Co.,
U-Haul
Co. of Arizona, and U-Haul International, Inc., and HVB
|
Filed
herewith
|
10.91
|
Security
Agreement dated June 6, 2006, among U-Haul Leasing and Sales Co.,
U-Haul Co. of Arizona, and U-Haul International, Inc. in favor
of
HVB
|
Filed
herewith
|
10.92
|
Guarantee
dated June 6, 2006, made by U-Haul International, Inc. in favor of
HVB
|
Filed
herewith
|
14
|
Code
of Ethics
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 5, 2004,
file no. 1-11255
|
21
|
Subsidiaries
of AMERCO
|
Filed
herewith
|
23.1
|
Consent
of BDO Seidman, LLP
|
Filed
herewith
|
23.2
|
Consent
of Semple & Cooper (re: SAC Holding II)
|
Filed
herewith
|
24
|
Power
of Attorney
|
See
signature page
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification 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) Certification of Jason A. Berg, Chief Accounting
Officer of AMERCO
|
Filed
herewith
|
31.3
|
Rule
13a-14(a)/15d-14(a) Certification of Robert T. Peterson, Chief
Financial
Officer of U-Haul International, Inc.
|
Filed
herewith
|
32.1
|
Certification
of Edward J. Shoen, President and Chairman of the Board of AMERCO
and
U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
Furnished
herewith
|
32.2
|
Certification
of Jason A. Berg, Chief Accounting Officer of AMERCO pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
|
Furnished
herewith
|
32.3
|
Certification
of Robert T. Peterson, Chief Financial Officer of U-Haul International,
Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
Furnished
herewith
|
99.1
|
Letter
of Preferability Regarding Change in LIFO Approach From Internal
Index to
External Index From BDO Seidman, LLP.
|
Filed
herewith
|
*
Indicates compensatory plan arrangement.
**
A
portion of this exhibit has been omitted pursuant to a request for confidential
treatment.
58
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board
of
Directors and Stockholders
AMERCO
Reno,
Nevada
We
have
audited the accompanying consolidated balance sheets of AMERCO and consolidated
entities (the “Company”) as of March 31, 2006 and 2005 and the related
consolidated statements of operations, changes in stockholders’ equity, other
comprehensive income / (loss), and cash flows for each of the three years
in the period ended March 31, 2006. We have also audited the schedules listed
in
the accompanying index. These financial statements and schedules are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We did
not audit the financial statements of SAC Holding II Corporation for 2006
and
2005, which statements reflect total assets of $152.3 million and $152.4
million
as of March 31, 2006 and 2005, respectively, and total revenues of $46.2
million
and $43.2 million for the years then ended, respectively. Those statements
were
audited by other auditors whose report has been furnished to us, and our
opinion, insofar as it relates to the amounts included for such consolidated
entity, is based solely on the report of the other auditors.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and schedules are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements and schedules, assessing the accounting principles
used
and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements and schedules. We believe that our
audits provide a reasonable basis for our opinion.
In
our
opinion, the consolidated financial statements referred to above present
fairly,
in all material respects, the financial position of the Company at March
31,
2006 and 2005, and the results of its operations and its cash flows for each
of
the three years in the period ended March 31, 2006, in conformity with
accounting principles generally accepted in the United States of
America.
Our
audits were conducted for the purpose of forming an opinion on the consolidated
financial statements and schedules taken as a whole. The summary of earnings
of
independent rental fleet information included on pages F-56 through pages
F-57
is presented for purposes of additional analysis of the consolidated financial
statements rather that to present the earnings of the independent trailer
fleets. Accordingly, we do not express an opinion on the earnings of the
independent trailer fleets. However, such information has been subjected
to the
auditing procedures applied in the audit of the consolidated financial
statements and schedules and, in our opinion, is fairly presented in all
material respects in relation to the consolidated financial statements and
schedules taken as a whole.
We
also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of the Company’s internal
control over financial reporting as of March 31, 2006, based on criteria
established in Internal
Control - Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
and our report dated June 10,
2006
expressed an unqualified opinion thereon.
/s/
BDO
Seidman, LLP
Los
Angeles, California
June
10,
2006
F-1
INDEPENDENT AUDITORS’
REPORT
The
Board
of Directors and Stockholder
SAC
Holding II Corporation
(A
Wholly-Owned Subsidiary of Blackwater Investments, Inc.)
We
have
audited the accompanying consolidated balance sheets of SAC Holding II
Corporation, a wholly-owned subsidiary of Blackwater Investments, Inc. (the
"Company"), as of March 31, 2006 and 2005 and the related consolidated
statements of operations, stockholder’s deficit, and cash flows for the years
then ended. The financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with auditing standards generally accepted
in
the United States of America. Those standards require that we plan and
perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes consideration of internal
control over financial reporting as a basis for designing audit procedures
that
are appropriate in the circumstances, but not for the purpose of expressing
an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, the consolidated financial statements referred to above present
fairly,
in all material respects, the financial position of the Company at March
31,
2006 and 2005, and the results of its operations, stockholder’s deficit
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
/s/
Semple & Cooper, LLP
Certified
Public Accountants
Phoenix,
Arizona
May
31,
2006
F-2
AMERCO
AND CONSOLIDATED ENTITIES
CONSOLIDATED
BALANCE SHEETS
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
155,459
|
$
|
55,955
|
|||
Reinsurance
recoverables and trade receivables, net
|
230,179
|
240,593
|
|||||
Notes
and mortgage receivables, net
|
2,532
|
1,965
|
|||||
Inventories,
net
|
64,919
|
63,658
|
|||||
Prepaid
expenses
|
53,262
|
29,045
|
|||||
Investments,
fixed maturities and marketable equities
|
695,958
|
635,178
|
|||||
Investments,
other
|
209,361
|
345,207
|
|||||
Deferred
policy acquisition costs, net
|
47,821
|
52,543
|
|||||
Other
assets
|
102,094
|
84,895
|
|||||
Related
party assets
|
270,468
|
252,666
|
|||||
1,832,053
|
1,761,705
|
||||||
Property,
plant and equipment, at cost:
|
|||||||
Land
|
175,785
|
151,145
|
|||||
Buildings
and improvements
|
739,603
|
686,225
|
|||||
Furniture
and equipment
|
281,371
|
265,216
|
|||||
Rental
trailers and other rental equipment
|
201,273
|
199,461
|
|||||
Rental
trucks
|
1,331,891
|
1,252,018
|
|||||
SAC
Holding II Corporation - property, plant and equipment
|
79,217
|
77,594
|
|||||
2,809,140
|
2,631,659
|
||||||
Less:
Accumulated depreciation
|
(1,273,975
|
)
|
(1,277,191
|
)
|
|||
Total
property, plant and equipment
|
1,535,165
|
1,354,468
|
|||||
Total
assets
|
$
|
3,367,218
|
$
|
3,116,173
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
235,878
|
237,134
|
|||||
AMERCO's
notes and loans payable
|
965,634
|
780,008
|
|||||
SAC
Holding II Corporation notes and loans payable, non-recourse to
AMERCO
|
76,232
|
77,474
|
|||||
Policy
benefits and losses, claims and loss expenses payable
|
800,413
|
805,330
|
|||||
Liabilities
from investment contracts
|
449,149
|
503,838
|
|||||
Other
policyholders' funds and liabilities
|
7,705
|
11,613
|
|||||
Deferred
income
|
21,346
|
38,743
|
|||||
Deferred
income taxes
|
108,092
|
78,124
|
|||||
Related
party liabilities
|
7,165
|
11,070
|
|||||
Total
liabilities
|
2,671,614
|
2,543,334
|
|||||
Commitments
and contingencies (notes 9, 15,16,17 and 19)
|
|||||||
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 March 31, 2006 and
2005
|
-
|
-
|
|||||
Series
B preferred stock, with no par value, 100,000 shares authorized;
none
|
|||||||
issued
and outstanding as of March 31, 2006 and 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 March 31, 2006 and 2005
|
929
|
929
|
|||||
Common
stock of $0.25 par value, 150,000,000 shares authorized;
38,269,518
|
|||||||
issued
as of March 31, 2006 and 2005
|
9,568
|
9,568
|
|||||
Additional
paid-in capital
|
367,655
|
350,344
|
|||||
Accumulated
other comprehensive loss
|
(28,902
|
)
|
(24,612
|
)
|
|||
Retained
earnings
|
773,784
|
665,593
|
|||||
Cost
of common shares in treasury, net (20,701,096 shares as of
|
|||||||
March
31, 2006 and 2005)
|
(418,092
|
)
|
(418,092
|
)
|
|||
Unearned
employee stock ownership plan shares
|
(9,338
|
)
|
(10,891
|
)
|
|||
Total
stockholders' equity
|
695,604
|
572,839
|
|||||
Total
liabilities and stockholders' equity
|
$
|
3,367,218
|
$
|
3,116,173
|
|||
The
accompanying notes are an integral part of these consolidated financial
statements.
F-3
AMERCO
AND CONSOLIDATED ENTITIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
Years
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands, except share and per share data)
|
||||||||||
Revenues:
|
||||||||||
Self-moving
equipment rentals
|
$
|
1,503,569
|
$
|
1,437,895
|
$
|
1,381,208
|
||||
Self-storage
revenues
|
122,119
|
114,155
|
247,640
|
|||||||
Self-moving
and self-storage products and service sales
|
223,721
|
206,098
|
232,965
|
|||||||
Property
management fees
|
21,195
|
11,839
|
259
|
|||||||
Life
insurance premiums
|
118,833
|
126,236
|
145,082
|
|||||||
Property
and casualty insurance premiums
|
26,001
|
24,987
|
92,036
|
|||||||
Net
investment and interest income
|
53,094
|
56,739
|
38,281
|
|||||||
Other
revenue
|
38,094
|
30,172
|
38,523
|
|||||||
Total
revenues
|
2,106,626
|
2,008,121
|
2,175,994
|
|||||||
Costs
and expenses:
|
||||||||||
Operating
expenses
|
1,080,990
|
1,122,197
|
1,179,996
|
|||||||
Commission
expenses
|
180,101
|
172,307
|
147,010
|
|||||||
Cost
of sales
|
113,135
|
105,309
|
111,906
|
|||||||
Benefits
and losses
|
117,160
|
140,343
|
217,447
|
|||||||
Amortization
of deferred policy acquisition costs
|
24,261
|
28,512
|
39,083
|
|||||||
Lease
expense
|
142,781
|
151,354
|
160,727
|
|||||||
Depreciation,
net of (gains) losses on disposals
|
142,817
|
121,103
|
148,813
|
|||||||
Restructuring
expenses
|
-
|
-
|
44,097
|
|||||||
Total
costs and expenses
|
1,801,245
|
1,841,125
|
2,049,079
|
|||||||
Earnings
from operations
|
305,381
|
166,996
|
126,915
|
|||||||
Interest
expense
|
(69,481
|
)
|
(73,205
|
)
|
(121,690
|
)
|
||||
Fees
on early extinguishment of debt
|
(35,627
|
)
|
-
|
-
|
||||||
Litigation
settlement, net of costs, fees and expenses
|
-
|
51,341
|
-
|
|||||||
Pretax
earnings
|
200,273
|
145,132
|
5,225
|
|||||||
Income
tax expense
|
(79,119
|
)
|
(55,708
|
)
|
(8,077
|
)
|
||||
Net
earnings (loss)
|
121,154
|
89,424
|
(2,852
|
)
|
||||||
Less:
Preferred stock dividends
|
(12,963
|
)
|
(12,963
|
)
|
(12,963
|
)
|
||||
Earnings
(loss) available to common shareholders
|
$
|
108,191
|
$
|
76,461
|
$
|
(15,815
|
)
|
|||
Basic
and diluted earnings (loss) per common share
|
$
|
5.19
|
$
|
3.68
|
$
|
(0.76
|
)
|
|||
Weighted
average common shares outstanding:
|
||||||||||
Basic
and diluted
|
20,857,108
|
20,804,773
|
20,749,998
|
|||||||
Related
party revenues for fiscal 2006, 2005 and 2004, net of eliminations, were
$29.2
million, $25.8 million and $0.2 million, respectively.
Related
party costs and expenses for fiscal 2006, 2005 and 2004, net of eliminations,
were $32.6 million, $26.1 million and $0.3 million, respectively.
The
accompanying notes are an integral part of these consolidated financial
statements.
F-4
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Description
|
Series
A Common Stock, $0.25 Par Value
|
Common
Stock, $0.25 Par Value
|
Additional
Paid-In Capital
|
Accumulated
Other Comprehensive
Income
(Loss) (a)
|
Retained
Earnings (a)
|
Less:
Treasury Stock
|
Less:
Unearned Employee Stock Ownership Plan Shares
|
Total
Stockholders' Equity
|
|||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||
Balance
as of March 31, 2003
|
$
|
1,416
|
$
|
9,081
|
$
|
239,049
|
$
|
(49,716
|
)
|
$
|
562,173
|
$
|
(421,378
|
)
|
$
|
(13,177
|
)
|
$
|
327,448
|
||||||
Decrease
in market value of released ESOP shares
|
-
|
-
|
(311
|
)
|
-
|
-
|
-
|
-
|
(311
|
)
|
|||||||||||||||
Foreign
currency translation
|
-
|
-
|
-
|
4,936
|
-
|
-
|
-
|
4,936
|
|||||||||||||||||
Unrealized
gain on investments
|
-
|
-
|
-
|
27,896
|
-
|
-
|
-
|
27,896
|
|||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
(2,852
|
)
|
-
|
-
|
(2,852
|
)
|
|||||||||||||||
Preferred
stock dividends: Series A ($2.13 per share for fiscal
2004)
|
-
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
(12,963
|
)
|
|||||||||||||||
Contribution
from related party
|
-
|
-
|
110,994
|
-
|
-
|
-
|
-
|
110,994
|
|||||||||||||||||
SAC
Holding Corporation distribution
|
-
|
-
|
-
|
1,487
|
42,774
|
3,199
|
-
|
47,460
|
|||||||||||||||||
Treasury
stock transactions
|
-
|
-
|
-
|
-
|
-
|
87
|
-
|
87
|
|||||||||||||||||
Release
of unearned ESOP shares
|
-
|
-
|
-
|
-
|
-
|
-
|
1,151
|
1,151
|
|||||||||||||||||
Net
activity
|
-
|
-
|
110,683
|
34,319
|
26,959
|
3,286
|
1,151
|
176,398
|
|||||||||||||||||
Balance
as of March 31, 2004
|
$
|
1,416
|
$
|
9,081
|
$
|
349,732
|
$
|
(15,397
|
)
|
$
|
589,132
|
$
|
(418,092
|
)
|
$
|
(12,026
|
)
|
$
|
503,846
|
||||||
Increase
in market value of released ESOP shares
|
-
|
-
|
612
|
-
|
-
|
-
|
-
|
612
|
|||||||||||||||||
Foreign
currency translation
|
-
|
-
|
-
|
1,569
|
-
|
-
|
-
|
1,569
|
|||||||||||||||||
Fair
market value of cash flow hedge
|
-
|
-
|
-
|
47
|
-
|
-
|
-
|
47
|
|||||||||||||||||
Unrealized
loss on investments
|
-
|
-
|
-
|
(10,831
|
)
|
-
|
-
|
-
|
(10,831
|
)
|
|||||||||||||||
Net
earnings
|
-
|
-
|
-
|
-
|
89,424
|
-
|
-
|
89,424
|
|||||||||||||||||
Preferred
stock dividends: Series A ($2.13 per share for fiscal
2005)
|
-
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
(12,963
|
)
|
|||||||||||||||
Exchange
of shares
|
(487
|
)
|
487
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||
Release
of unearned ESOP shares
|
-
|
-
|
-
|
-
|
-
|
-
|
1,135
|
1,135
|
|||||||||||||||||
Net
activity
|
(487
|
)
|
487
|
612
|
(9,215
|
)
|
76,461
|
-
|
1,135
|
68,993
|
|||||||||||||||
Balance
as of March 31, 2005
|
$
|
929
|
$
|
9,568
|
$
|
350,344
|
$
|
(24,612
|
)
|
$
|
665,593
|
$
|
(418,092
|
)
|
$
|
(10,891
|
)
|
$
|
572,839
|
||||||
Increase
in market value of released ESOP shares
|
-
|
-
|
2,955
|
-
|
-
|
-
|
-
|
2,955
|
|||||||||||||||||
Foreign
currency translation
|
-
|
-
|
-
|
(903
|
)
|
-
|
-
|
-
|
(903
|
)
|
|||||||||||||||
Fair
market value of cash flow hedge
|
-
|
-
|
-
|
4,581
|
-
|
-
|
-
|
4,581
|
|||||||||||||||||
Unrealized
loss on investments
|
-
|
-
|
-
|
(7,968
|
)
|
-
|
-
|
-
|
(7,968
|
)
|
|||||||||||||||
Net
earnings
|
-
|
-
|
-
|
-
|
121,154
|
-
|
-
|
121,154
|
|||||||||||||||||
Preferred
stock dividends: Series A ($2.13 per share for fiscal
2006)
|
-
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
(12,963
|
)
|
|||||||||||||||
Contribution
from related party
|
-
|
-
|
14,356
|
-
|
-
|
-
|
-
|
14,356
|
|||||||||||||||||
Release
of unearned ESOP shares
|
-
|
-
|
-
|
-
|
-
|
-
|
1,553
|
1,553
|
|||||||||||||||||
Net
activity
|
-
|
-
|
17,311
|
(4,290
|
)
|
108,191
|
-
|
1,553
|
122,765
|
||||||||||||||||
Balance
as of March 31, 2006
|
$
|
929
|
$
|
9,568
|
$
|
367,655
|
$
|
(28,902
|
)
|
$
|
773,784
|
$
|
(418,092
|
)
|
$
|
(9,338
|
)
|
$
|
695,604
|
||||||
(a)
The
opening March 31, 2003 balances for Accumulated Other Comprehensive Income
(Loss) and Retained Earnings were adjusted for the correction of an immaterial
error in the amount of $6.0 million.
The
accompanying notes are an integral part of these consolidated financial
statements
F-5
CONSOLIDATED
STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)
Years
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Comprehensive
income (loss):
|
||||||||||
Net
earnings (loss)
|
$
|
121,154
|
$
|
89,424
|
$
|
(2,852
|
)
|
|||
Other
comprehensive income (loss) net of tax:
|
||||||||||
Foreign
currency translation
|
(903
|
)
|
1,569
|
6,423
|
||||||
Unrealized
gain (loss) on investments, net
|
(7,968
|
)
|
(10,831
|
)
|
27,896
|
|||||
Fair
market value of cash flow hedges
|
4,581
|
47
|
-
|
|||||||
Total
comprehensive income
|
$
|
116,864
|
$
|
80,209
|
$
|
31,467
|
||||
The
accompanying notes are an integral part of these consolidated financial
statements.
F-6
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Years
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Cash
flows from operating activities:
|
||||||||||
Net
earnings (loss)
|
$
|
121,154
|
$
|
89,424
|
$
|
(2,852
|
)
|
|||
Depreciation
|
133,447
|
118,091
|
144,889
|
|||||||
Amortization
of deferred policy acquisition costs
|
24,261
|
28,512
|
39,083
|
|||||||
Change
in provision for losses on trade receivables
|
(183
|
)
|
(506
|
)
|
(271
|
)
|
||||
Change
in provision for losses on mortgage notes
|
(2,230
|
)
|
-
|
-
|
||||||
Provision
(reduction) for inventory reserves
|
2,458
|
(1,000
|
)
|
(267
|
)
|
|||||
Net
loss on sale of real and personal property
|
9,370
|
3,012
|
3,924
|
|||||||
Net
(gain) loss on sale of investments
|
2,408
|
616
|
(1,962
|
)
|
||||||
Write-off
of unamortized debt issuance costs
|
13,629
|
-
|
-
|
|||||||
Deferred
income taxes
|
28,429
|
61,113
|
96,042
|
|||||||
Net
change in other operating assets and liabilities:
|
||||||||||
Trade
receivables
|
10,661
|
32,189
|
6,887
|
|||||||
Inventories
|
(3,596
|
) |
(9,856
|
)
|
735
|
|||||
Prepaid
expenses
|
(28,809
|
)
|
(6,702
|
)
|
8,674
|
|||||
Capitalization
of deferred policy acquistion costs
|
(12,110
|
)
|
(8,873
|
)
|
(17,231
|
)
|
||||
Other
assets
|
(1,457
|
)
|
(23,887
|
)
|
2,196
|
|||||
Related
party assets
|
(8,090
|
)
|
74,780
|
(247,161
|
)
|
|||||
Accounts
payable and accrued expenses
|
36,596
|
(96,022
|
)
|
39,280
|
||||||
Policy
benefits and losses, claims and loss expenses payable
|
(4,918
|
)
|
(15,618
|
)
|
(15,894
|
)
|
||||
Other
policyholders' funds and liabilities
|
(3,908
|
)
|
7,910
|
(8,577
|
)
|
|||||
Deferred
income
|
(2,588
|
)
|
(14,407
|
)
|
12,763
|
|||||
Related
party liabilities
|
(44,016
|
)
|
(18,079
|
)
|
(123,076
|
)
|
||||
Net
cash provided (used) by operating activities
|
270,508
|
220,697
|
(62,818
|
)
|
||||||
Cash
flow from investment activities:
|
||||||||||
Purchase
of:
|
||||||||||
Property,
plant and equipment
|
(344,382
|
)
|
(284,966
|
)
|
(198,443
|
)
|
||||
Short
term investments
|
(534,106
|
)
|
(16,830
|
)
|
-
|
|||||
Fixed
maturity investments
|
(260,138
|
)
|
(98,211
|
)
|
(77,384
|
)
|
||||
Equity
securities
|
-
|
(6,349
|
)
|
(1,736
|
)
|
|||||
Other
asset investments, net
|
-
|
-
|
637
|
|||||||
Real
estate
|
-
|
(63
|
)
|
(17,156
|
)
|
|||||
Mortgage
loans
|
(8,868
|
)
|
(2,750
|
)
|
(450
|
)
|
||||
Proceeds
from sales of:
|
||||||||||
Property,
plant and equipment
|
59,960
|
243,707
|
63,175
|
|||||||
Short
term investments
|
600,850
|
10,866
|
-
|
|||||||
Fixed
maturity investments
|
159,616
|
152,024
|
243,490
|
|||||||
Equity
securities
|
6,769
|
56
|
3,452
|
|||||||
Preferred
stock
|
11,650
|
15,803
|
16,882
|
|||||||
Real
estate
|
36,388
|
16,185
|
6,338
|
|||||||
Mortgage
loans
|
11,762
|
5,368
|
16,374
|
|||||||
Payments
from notes and mortgage receivables
|
1,663
|
1,336
|
5,008
|
|||||||
Net
cash provided (used) by investing activities
|
(258,836
|
)
|
36,176
|
60,187
|
||||||
Cash
flow from financing activities:
|
||||||||||
Borrowings
from credit facilities
|
1,277,047
|
129,355
|
997,014
|
|||||||
Principal
repayments on credit facilties
|
(1,093,342
|
)
|
(213,405
|
)
|
(888,184
|
)
|
||||
Debt
issuance costs
|
(29,588
|
)
|
-
|
(24,831
|
)
|
|||||
Leveraged
Employee Stock Ownership Plan - Repayment from loan
|
1,553
|
1,135
|
1,151
|
|||||||
Payoff
of capital leases
|
-
|
(99,609
|
)
|
-
|
||||||
Preferred
stock dividends paid
|
(12,963
|
)
|
(29,167
|
)
|
(3,241
|
)
|
||||
Investment
contract deposits
|
20,322
|
26,331
|
50,990
|
|||||||
Investment
contract withdrawals
|
(75,011
|
)
|
(97,137
|
)
|
(115,530
|
)
|
||||
Net
cash provided (used) by financing activities
|
88,018
|
(282,497
|
)
|
17,369
|
||||||
Effects
of exchange rate on cash
|
(186
|
)
|
22
|
(15
|
)
|
|||||
Increase
(decrease) in cash and cash equivalents
|
99,504
|
(25,602
|
)
|
14,723
|
||||||
Cash
and cash equivalents at the beginning of period
|
55,955
|
81,557
|
66,834
|
|||||||
Cash
and cash equivalents at the end of period
|
$
|
155,459
|
$
|
55,955
|
$
|
81,557
|
The
accompanying notes are an integral part of these consolidated financial
statements.
F-7
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note
1: Basis of Presentation
AMERCO
has a fiscal year that ends on the 31st
of March
for each year that is referenced. Our insurance company subsidiaries have
fiscal
years that end on the 31st
of
December for each year that is referenced. They have been consolidated on
that
basis. Consequently, all references to our insurance subsidiaries’ years 2005,
2004 and 2003 correspond to fiscal 2006, 2005 and 2004 for AMERCO. The operating
results and financial position of AMERCO’s consolidated insurance operations are
determined as of December 31st
of each
year.
Accounts
denominated in non-U.S. currencies have been re-measured into U.S. dollars.
Certain amounts reported in previous years have been reclassified to conform
to
the current presentation. The opening March 31, 2003 balances for Accumulated
Other Comprehensive Income (Loss) and Retained Earnings were adjusted for
the
correction of an immaterial error in the amount of $6.0 million.
Note
2: Principles of Consolidation
The
fiscal 2006 and fiscal 2005 consolidated financial statements include the
accounts of AMERCO, its wholly-owned subsidiaries, and SAC Holding II
Corporation and its subsidiaries (“SAC Holding II”). The fiscal 2004 statements
of operations, comprehensive income, and cash flows include all of those
entities plus SAC Holding Corporation and its subsidiaries.
In
fiscal
2003 and 2002, SAC Holding Corporation and SAC Holding II Corporation
(collectively referred to as “SAC Holdings”) were considered special purpose
entities and were consolidated based on the provision of Emerging Issues
Task
Force (EITF) Issue No. 90-15.
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.
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 SAC Holding Corporations 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 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. Should we cease to be the primary beneficiary,
we
would be required to deconsolidate some or all of our variable interest in
SAC
Holding II from our financial statements.
Intercompany
accounts and transactions have been eliminated.
F-8
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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”) and its wholly-owned subsidiary
North
American Fire & Casualty Insurance Company (“NAFCIC”),
Oxford
Life Insurance Company (“Oxford”) and its wholly-owned subsidiaries
North
American Insurance Company (“NAI”)
Christian
Fidelity Life Insurance Company (“CFLIC”),
Unless
the context otherwise requires, the term “Company”, “we”, “us” or “our” refers
to AMERCO and all of its legal subsidiaries.
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 for fiscal 2006
and
fiscal 2005 and SAC Holdings for fiscal 2004.
Moving
and Storage operations include AMERCO, U-Haul, and Real Estate and the
wholly-owned subsidiaries of U-Haul and Real Estate and consist of the rental
of
trucks and trailers, sales of moving supplies, sales of towing accessories,
sales of propane, the rental of self-storage spaces to the “do-it-yourself”
mover and management of self-storage properties owned by others. Operations
are
conducted under the registered trade name U-Haul®
throughout the United States and Canada.
Property
and Casualty Insurance includes RepWest and its wholly-owned subsidiary.
RepWest
provides loss adjusting and claims handling for U-Haul through regional offices
across North America. RepWest also underwrites components of the Safemove,
Safetow and Safestor protection packages to U-Haul customers.
Life
Insurance includes Oxford and its wholly-owned subsidiaries. Oxford originates
and reinsures annuities, ordinary life, group life, disability coverage and
Medicare supplement insurance. Oxford also administers the self-insured employee
health and dental plans for Arizona employees of the Company.
SAC
Holding Corporation and its subsidiaries, and SAC Holding II Corporation
and its
subsidiaries, collectively referred to as “SAC Holdings”, own self-storage
properties that are managed by U-Haul under property management agreements
and
act as independent U-Haul rental equipment dealers. AMERCO, through its
subsidiaries, has contractual interests in certain SAC Holdings’ properties
entitling AMERCO to potential future income based on the financial performance
of these properties. With respect to SAC Holding II, AMERCO is considered
the
primary beneficiary of these contractual interests. Consequently, we include
the
results of SAC Holding II in the consolidated financial statements of AMERCO,
as
required by FIN 46(R).
Note
3: Accounting Policies
Use
of Estimates
The
preparation of financial statements in conformity with the accounting principles
generally accepted in the United States requires management to make estimates
and judgments that affect the amounts reported in the financial statements
and
accompanying notes. The accounting policies that we deem most critical to
us and
that require management’s most difficult and subjective judgments include the
principles of consolidation, the recoverability of property, plant and
equipment, the adequacy of insurance reserves, the recognition and measurement
of impairments for investments accounted for under SFAS No. 115, and the
recognition and measurement of income tax assets and liabilities. The actual
results experienced by the Company may differ from management’s
estimates.
F-9
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Cash
and Cash Equivalents
The
Company considers cash equivalents to be highly liquid debt securities with
insignificant interest rate risk with original maturities from the date of
purchase of three months or less.
Financial
Instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash deposits. Accounts at each United States
financial institution are insured by the Federal Deposit Insurance Corporation
(FDIC) up to $100,000. Accounts at each Canadian financial institution are
insured by the Canada Deposit Insurance Corporation (CDIC) up to $100,000
CAD
per account. At March 31, 2006, and March 31, 2005, the Company had
approximately $143.8 million and $44.5 million, respectively, in excess of
FDIC
and CDIC insured limits. To mitigate this risk, the Company selects financial
institutions based on their credit ratings and financial strength.
Investments
Fixed
Maturities. Fixed
maturity investments consist of either marketable debt or redeemable preferred
stocks. As of the balance sheet dates, these investments are classified as
available-for-sale or held-to-maturity investments are recorded at cost,
as
adjusted for the amortization of premiums or the accretion of discounts.
Available-for-sale investments are reported at fair value, with unrealized
gains
or losses recorded net of taxes and applicable adjustments to deferred policy
acquisition costs in stockholders’ equity. Fair value for these investments is
based on quoted market prices, dealer quotes or discounted cash flows. The
cost
of investments sold is based on the specific identification method.
For
investments accounted for under FAS 115, in determining if and when a decline
in
market value below amortized cost is an other than a temporary impairment,
management makes certain assumptions or judgments in its assessment including
but not limited to: ability to hold the security, quoted market prices, dealer
quotes, discounted cash flows, industry factors, financial factors, and issuer
specific information. Other than temporary impairments, to the extent of
the
decline, as well as realized gains or losses on the sale or exchange of
investments are recognized in the current period operating results.
Mortgage
Loans and Notes on Real Estate.
Mortgage
loans and notes on real estate are reported at their unpaid balance, net
of any
allowance for possible losses and any unamortized premium or
discount.
Recognition
of Investment Income.
Interest
income from bonds and mortgage notes is recognized when it becomes earned.
Dividends on common and preferred stocks are recognized on the ex-dividend
dates. Realized gains and losses on the sale or exchange of investments are
recognized at the trade date.
Fair
Values
Fair
values of cash equivalents approximate cost due to the short period of time
to
maturity. Fair values of short-term investments, investments available-for-sale,
long-term investments, mortgage loans and notes on real estate, and interest
rate cap and swap contracts are based on quoted market prices, dealer quotes
or
discounted cash flows. Fair values of trade receivables approximate their
recorded value.
Limited
credit risk exists on trade receivables due to the diversity of our customer
base and their dispersion across broad geographic markets. The Company’s
financial instruments that are exposed to concentrations of credit risk consist
primarily of temporary cash investments, trade receivables and notes receivable.
The Company places its temporary cash investments with financial institutions
and limits the amount of credit exposure to any one financial
institution.
The
Company has mortgage receivables, which potentially expose the Company to
credit
risk. The portfolio of notes is principally collateralized by mini-warehouse
storage facilities and other residential and commercial properties. The Company
has not experienced losses related to the notes from individual notes or
groups
of notes in any particular industry or geographic area. The estimated fair
values were determined using the discounted cash flow method and using interest
rates currently offered for similar loans to borrowers with similar credit
ratings.
Other
investments including short-term investments are substantially current or
bear
reasonable interest rates. As a result, the carrying values of these financial
instruments approximate fair value. The fair value of long-term debt is based
on
current rates at which the Company could borrow funds with similar remaining
maturities and approximates the carrying amount due to its recent
issuance.
F-10
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Derivative
Financial Instruments
The
Company’s primary objective for holding derivative financial instruments is to
manage interest rate risk. The Company’s derivative instruments are recorded at
fair value under SFAS No. 133 and are included in prepaid expenses.
The
Company uses derivative financial instruments to reduce its exposure to interest
rate volatility. The exposure to market risk for changes in interest rates
relates primarily to our variable rate debt obligations. We have used interest
rate swap and interest rate cap agreements to provide for matching the gain
or
loss recognition on the hedging instrument with the recognition of the changes
in the cash flows associated with the hedged asset or liability attributable
to
the hedge risk or the earnings effect of the hedged forecasted transaction.
On
June
8, 2005 the Company entered into separate interest rate swap contracts for
$100.0 million of our variable rate debt over a three year term and for $100.0
million of our variable rate debt over a five year term, which were designated
as cash flow hedges effective July 1, 2005. On May 13, 2004 the Company
entered into separate interest rate cap contracts for $200.0 million of our
variable rate debt over a two year term and for $50.0 million of our
variable rate debt over a three year term, however these contracts were
designated as cash flow hedges effective July 11, 2005 when the debt was
paid
down by $222.4 million. On November 15, 2005 the Company entered into a forward
starting interest rate swap contract for $142.3 million of a variable rate
debt
over a six year term, that started on May 10, 2006, in conjunction with the
expiration of the $200.0 million interest rate cap.
The
hedging relationship of the cap agreements is considered to be perfectly
effective for the portion of the instrument hedging debt. Therefore all changes
in the interest rate caps fair value (including changes in the option’s time
value), except for changes in the interest rate caps fair value associated
with
un-hedged amounts, are charged to accumulated other comprehensive income.
The
change in each caplets’ respective allocated fair value amount is reclassified
out of accumulated other comprehensive income into earnings when each of
the
hedged forecasted transactions (the quarterly interest payments) impact earnings
and when interest payments are either made or received. For the year ended
March
31, 2006 the Company recorded $0.6 million to interest expense related to
these
cap agreements which is offset by $1.5 million of interest income representing
the portion of the caps in excess of the balance of related debt that
impacted earnings during the period.
The
hedging relationship of the interest rate swap agreements is not considered
to
be perfectly effective. Therefore, for each reporting period an effectiveness
test is performed. For the portion of the change in the interest rate swaps
fair
value deemed effective, this is charged to accumulated other comprehensive
income. The remaining ineffective portion is charged to interest expense
for the
period. The change in each of the swaps fair value amounts are reclassified
out
of accumulated other comprehensive income into earnings each quarter when
interest payments are made or received. For the year ended March 31, 2006
the
Company recorded $1.0 million to interest income related to these swap
agreements of which $1.1 million of interest income represented the ineffective
component of the swap that impacted earnings during the period.
F-11
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Inventories,
net
Inventories
were as follows:
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Truck
and trailer parts and accessories (a)
|
$
|
52,089
|
$
|
50,095
|
|||
Hitches
and towing components (b)
|
13,766
|
12,199
|
|||||
Moving
supplies and propane (b)
|
6,257
|
6,098
|
|||||
Subtotal
|
72,112
|
68,392
|
|||||
Less:
LIFO reserves
|
(5,693
|
)
|
(3,234
|
)
|
|||
Less:
excess and obsolete reserves
|
(1,500
|
)
|
(1,500
|
)
|
|||
Total
|
$
|
64,919
|
$
|
63,658
|
(a)
Primarily held for internal usage, including equipment manufacturing and
repair
(b)
Primarily held for retail sales
Inventories
consist primarily of truck and trailer parts and accessories used to manufacture
and repair rental equipment as well as products and accessories available
for
retail sale. Inventory is held at Company-owned locations; our independent
dealers do not hold any of the Company’s inventory.
Inventory
cost is primarily determined using the last-in, first-out method (“LIFO”).
Inventories valued using LIFO consisted of approximately 95% and 93% of the
total inventories for March 31, 2006 and 2005, respectively. Had the Company
utilized the first-in, first-out method (“FIFO”), stated inventory balances
would have been $5.7 million and $3.2 million higher at March 31, 2006 and
2005,
respectively. In fiscal 2006, the effect on income due to liquidation of
a
portion of the LIFO inventory was $0.1 million. In fiscal 2006, the Company
began utilizing the inventory price index computation (“IPIC”) method of
computing changes in LIFO pools compared to the internal index method used
in
prior periods which is considered a preferable method and the effect of the
change on current income is not considered material. This change
reduced the time and expense of the calculation without resulting in a material
effect to the financial statements.
Property,
Plant and Equipment
Property,
plant and equipment are stated at cost. Interest cost incurred during the
initial construction of buildings and rental equipment is considered part
of
cost. Depreciation is computed for financial reporting purposes using the
straight-line or an accelerated declining method based on a declining balances
formula 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. The amount of loss netted against
depreciation expense amounts to $9.2 million, $3.0 million and $3.9 million
during fiscal 2006, 2005 and 2004, respectively. Depreciation is recognized
in
amounts expected to result in the recovery of estimated residual values upon
disposal, i.e., no gains or losses. During the first quarter of fiscal 2005,
the
Company lowered its estimates for residual values on new rental trucks and
rental trucks purchased off TRAC leases from 25% of the original cost to
20%. In
determining the depreciation rate, historical disposal experience, holding
periods and trends in the market for vehicles are reviewed.
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. Reductions in residual values
(i.e., the price at which we ultimately expect to dispose of revenue earning
equipment) or useful lives will result in an increase in depreciation expense
over the life of the equipment. Reviews are performed based on vehicle class,
generally subcategories of trucks and trailers. 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. We consider factors such as current
and expected future market price trends on used vehicles and the expected
life
of vehicles included in the fleet. 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 is depreciated over
the
newly determined remaining useful lives.
F-12
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
During
the fourth quarter of fiscal 2005, based on an economic market analysis,
the
Company decreased the estimated residual value of certain rental trucks.
The
effect of the change decreased earnings from operations for fiscal 2005 by
$2.1
million or $0.10 per share before taxes, in which the tax effect was
approximately $0.04 per share. The in-house analysis of sales of trucks compared
the truck model, size, age and average residual value of units sold. Based
on
the analysis, the estimated residual values are being decreased to approximately
20% of historic cost. The adjustment reflects management’s best estimate, based
on information available, of the estimated residual value of these rental
trucks.
Fiscal
2006 marked the first time in ten years that the Company has acquired a
significant number of new trucks via purchase rather than lease. Management
performed an analysis of the expected economic value of new rental trucks
and
determined that additions to the fleet resulting from purchases should be
depreciated on an accelerated method based upon a declining formula. The
salvage
value and useful life assumptions of the rental truck fleet remain unchanged.
This represents management’s best estimate based on information available, of
the appropriate method of depreciation for trucks purchased new.
The
Company had previously used the straight-line method for new truck purchases.
Under the new declining balances method (2.4 times declining balance) the
book
value of a rental truck is reduced 16% at the end of its first year, 70%
by the
end of its seventh year, and 80% at the end of year fifteen. Under the
straight-line method the book value of a rental truck is reduced 5% at the
end
of its first year, 37% by the end of its seventh year, and 80% at the end
of
year fifteen.
The
effect of the change in depreciation for trucks purchased in the current
fiscal
year decreased earnings from operations for fiscal 2006 by $4.0 million or
$0.20
per share before taxes, in which the tax effect was approximately $0.08 per
share.
We
typically sell our used vehicles at one of our sales centers throughout North
America, on our web site at trucksales.uhaul.com or by calling 1-866-404-0355.
Although we typically sell our used vehicles for prices approximating book
value, the extent to which we are able to realize a gain on the sale of used
vehicles is dependent upon various factors including the general state of
the
used vehicle market, the age and condition of the vehicle at the time of
its
disposal and depreciation rates with respect to the vehicle.
The
carrying value of surplus real estate, which is lower than market value at
the
balance sheet date, was $7.9 million and $9.0 million for fiscal 2006 and
2005,
respectively, and is included in Investments, other.
Receivables
Accounts
receivable include trade accounts from moving and self-storage customers
and
dealers, insurance premiums and amounts due from ceding re-insurers, less
management’s estimate of uncollectible accounts.
Insurance
premiums receivable for policies that are billed through contracted agents
are
recorded net of commission’s payable. A commission payable is recorded as a
separate liability for those premiums that are billed direct.
Reinsurance
recoverables includes case reserves and actuarial estimates of claims incurred
but not reported (“IBNR”). These receivables are not expected to be collected
until after the associated claim has been adjudicated and billed to the
re-insurer. The reinsurance recoverables may have little or no allowance
for
doubtful accounts due to the fact that reinsurance is typically procured
from
carriers with strong credit ratings. Furthermore, the Company does not cede
losses to a re-insurer if the carrier is deemed financially unable to perform
on
the contract. Also, reinsurance recoverables includes insurance ceded to
other
insurance companies.
Notes
and
mortgage receivables include accrued interest and are reduced by discounts
and
amounts considered by management to be uncollectible.
Policy
Benefits and Losses, Claims and Loss Expenses Payable
Oxford’s
liabilities for life insurance and certain annuity and health 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. Oxford’s liabilities for
deferred annuity contracts consist of contract account balances. 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.
F-13
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
RepWest’s
liability for reported and unreported losses is based on RepWest’s historical
data along with industry averages. The liability for unpaid loss adjustment
expenses is based on historical ratios of loss adjustment expenses paid to
losses paid. Amounts recoverable from re-insurers on unpaid losses are estimated
in a manner consistent with the claim liability associated with the re-insured
policy. Adjustments to the liability for unpaid losses and loss expenses
as well
as amounts recoverable from re-insurers on unpaid losses are charged or credited
to expense in the periods in which they are made.
Self-Insurance
Reserves
U-Haul
retains the risk for certain public liability and property damage programs
related to the rental equipment. The consolidated balance sheets include
$295.6
million and $249.1 million as of March 31, 2006 and 2005, respectively. Such
liabilities are recorded within policy benefits and losses payable. Management
takes into account losses incurred based upon actuarial estimates, past
experience, current claim trends, as well as social and economic conditions.
This liability is subject to change in the future based upon changes in the
underlying assumptions including claims experience, frequency of incidents,
and
severity of incidents.
Additionally,
as of March 31, 2006 and 2005 the consolidated balance sheets include
liabilities of $4.9 million and $6.7 million for fiscal 2006 and fiscal 2005,
respectively, related to Company provided medical plan benefits for eligible
employees. The Company estimates this liability based on actual claims
outstanding as of the balance sheet date as well as an actuarial estimate
of
claims incurred but not reported. This liability is reported net of estimated
recoveries from excess loss reinsurance policies with unaffiliated insurers.
These amounts are recorded in accounts payable on the consolidated balance
sheet.
Revenue
Recognition
Self-moving
rentals are recognized for the period that trucks and moving equipment are
rented. Self-storage revenues, based upon the number of paid storage contract
days, are recognized as earned during the period. Sales of self-moving and
self-storage related products are recognized at the time that title passes
and
the customer accepts delivery. Insurance premiums are recognized over the
policy
periods. Interest and investment income are recognized as earned.
Advertising
All
advertising costs are expensed as incurred. Advertising expense was $31.3
million in fiscal 2006, $32.9 million in fiscal 2005 and $32.7 million in
fiscal
2004.
Deferred
Policy Acquisition Costs
Commissions
and other costs that fluctuate with, and are primarily related to the
acquisition or renewal of certain insurance premiums, are deferred. For Oxford,
these costs are amortized in relation to revenue such that costs are realized
as
a constant percentage of revenue. For RepWest, these costs are amortized
over
the related contract periods, which generally do not exceed one year.
Environmental
Costs
Liabilities
are recorded when environmental assessments and remedial efforts, if applicable,
are probable and the costs can be reasonably estimated. The amount of the
liability is based on management’s best estimate of undiscounted future costs.
Certain recoverable environmental costs related to the removal of underground
storage tanks or related contamination are capitalized and amortized over
the
estimated useful lives of the properties. These costs improve the safety
or
efficiency of the property or are incurred in preparing the property for
sale.
Income
Taxes
AMERCO
files a consolidated tax return with all of its legal subsidiaries, except
for
CFLIC, which files on a stand alone basis. SAC Holding Corporation and its
legal
subsidiaries and SAC Holding II Corporation and its legal subsidiaries file
consolidated tax returns, which is in no way associated with AMERCO’s
consolidated returns. In accordance with SFAS No. 109, the provision for
income
taxes reflects deferred income taxes resulting from changes in temporary
differences between the tax basis of assets and liabilities and their reported
amounts in the financial statements.
Comprehensive
Income (Loss)
Comprehensive
income (loss) consists of net income, foreign currency translation adjustments,
unrealized gains and losses on investments and the fair market value of interest
rate hedges, net of the related tax effects.
F-14
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Recent
Accounting Pronouncements
On
November 3, 2005, the Financial Accounting Standards Board (“FASB”) issued FSP
SFAS 115-1 and SFAS 124-1: The Meaning of Other-Than-Temporary Impairment
and
Its Application to Certain Investments. This FSP nullifies certain requirements
of EITF
03-1
and
supersedes EITF
Topic No. D-44 “Recognition of Other-Than-Temporary Impairment upon the Planned
Sale of a Security Whose Cost Exceeds Fair Value.” This
FSP
addresses (1) the determination of when an investment is considered impaired,
(2) whether such impairment is other than temporary, and (3) the measurement
of
an impairment loss. This FSP also includes accounting considerations subsequent
to the recognition of an other-than-temporary impairment and requires certain
disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. FSP
SFAS
115-1 and SFAS 124-1
is
effective for periods beginning after December 15, 2005, with earlier
application permitted. We do not believe that the application of this FSP
will
have a material effect on our results of operations or financial
position.
The
AICPA
issued Statement of Position SOP 05-1, on September 29, 2005, to provide
guidance on accounting by insurance enterprises for internal policy replacements
other than the replacement of traditional life contracts with universal-life
contracts specifically addressed in FASB Statement of Financial Accounting
Standards (SFAS) 97. The guidance applies to both short-duration and
long-duration insurance contracts under SFAS 60 and to investment contracts
defined in SFAS 97. SOP
05-1
is
effective for internal replacement transactions occurring in fiscal years
beginning after December 15, 2006, with earlier application encouraged.
Retroactive application to previously issued financial statements is not
permitted. Initial application should be as of the start of the entity's
fiscal
year. We do not believe that the application of SOP 05-1 will have a material
effect on our results of operations or financial position.
Note
4: 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:
Year
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Basic
and diluted earnings (loss) per common share
|
$
|
5.19
|
$
|
3.68
|
$
|
(0.76
|
)
|
|||
Weighted
average common share outstanding:
|
||||||||||
Basic
and diluted
|
20,857,108
|
20,804,773
|
20,749,998
|
|||||||
The
weighted average common shares outstanding listed above exclude post-1992
shares
of the employee stock ownership plan that have not been committed to be
released. The unreleased shares net of shares committed to be released were
393,174, 456,254 and 505,453 as of March 31, 2006, 2005, and 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 and they are not
convertible into common stock.
F-15
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
5: Reinsurance
Recoverables and Trade Receivables, Net
Reinsurance
recoverables and trade receivables, net were as follows:
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Reinsurance
recoverable
|
$
|
182,382
|
$
|
190,836
|
|||
Paid
losses recoverable
|
15,366
|
15,764
|
|||||
Trade
accounts receivable
|
17,789
|
13,627
|
|||||
Accrued
investment income
|
7,654
|
7,703
|
|||||
Premiums
and agents' balances
|
1,962
|
3,799
|
|||||
E&O
recovery receivable
|
-
|
2,200
|
|||||
Independent
dealer receivable
|
763
|
864
|
|||||
Other
receivable
|
5,465
|
7,191
|
|||||
231,381
|
241,984
|
||||||
Less:
Allowance for doubtful accounts
|
(1,202
|
)
|
(1,391
|
)
|
|||
$
|
230,179
|
$
|
240,593
|
||||
Note
6: Notes and Mortgage Receivables, Net
Notes
and
mortgage receivables, net were as follows:
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Notes,
mortgage receivables and other, net of discount
|
$
|
2,926
|
$
|
4,589
|
|||
Less:
Allowance for doubtful accounts
|
(394
|
)
|
(2,624
|
)
|
|||
$
|
2,532
|
$
|
1,965
|
||||
F-16
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
7: Investments
Held-to
Maturity Investments
Held-to
maturity investments at December 31, 2005 were as follows:
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Estimated
Market
Value
|
||||||||||
(In
thousands)
|
|||||||||||||
U.S.
treasury securities and government obligations
|
$
|
613
|
$
|
107
|
$
|
-
|
$
|
720
|
|||||
Mortgage-backed
securities
|
409
|
6
|
-
|
415
|
|||||||||
$
|
1,022
|
$
|
113
|
$
|
-
|
$
|
1,135
|
||||||
Held-to
maturity investments at December 31, 2004 were as follows:
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Estimated
Market
Value
|
||||||||||
(In
thousands)
|
|||||||||||||
U.S.
treasury securities and government obligations
|
$
|
566
|
$
|
133
|
$
|
-
|
$
|
699
|
|||||
Mortgage-backed
securities
|
864
|
23
|
(2
|
)
|
885
|
||||||||
$
|
1,430
|
$
|
156
|
$
|
(2
|
)
|
$
|
1,584
|
|||||
The
adjusted cost and estimated market value of held-to maturity investments
in debt
securities at December 31, 2005 and December 31, 2004, by contractual maturity,
were as follows:
December
31, 2005
|
December
31, 2004
|
||||||||||||
Amortized
Cost
|
Estimated
Market
Value
|
Amortized
Cost
|
Estimated
Market
Value
|
||||||||||
(In
thousands)
|
|||||||||||||
Due
in one year or less
|
$
|
169
|
$
|
172
|
$
|
-
|
$
|
-
|
|||||
Due
after one year through five years
|
203
|
228
|
260
|
287
|
|||||||||
Due
after five years through ten years
|
167
|
210
|
220
|
285
|
|||||||||
After
ten years
|
74
|
110
|
86
|
127
|
|||||||||
613
|
720
|
566
|
699
|
||||||||||
Mortgage
backed securities
|
409
|
415
|
864
|
885
|
|||||||||
$
|
1,022
|
$
|
1,135
|
$
|
1,430
|
$
|
1,584
|
||||||
Expected
maturities may differ from contractual maturities as borrowers may have the
right to call or prepay obligations with or without call or prepayment
penalties.
The
Company deposits bonds with insurance regulatory authorities to meet statutory
requirements. The adjusted cost of bonds on deposit with insurance regulatory
authorities was $13.0 million at December 31, 2005 and $12.9 million at December
31, 2004.
F-17
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Available-for-Sale
Investments
Available-for-sale
investments at December 31, 2005 were as follows:
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
More than 12 Months
|
Gross
Unrealized
Losses
Less than 12 Months
|
Estimated
Market
Value
|
||||||||||||
(In
thousands)
|
||||||||||||||||
U.S.
treasury securities and government obligations
|
$
|
55,075
|
$
|
1,385
|
$
|
(126
|
)
|
$
|
(391
|
)
|
$
|
55,943
|
||||
U.S.
government agency mortgage-backed securities
|
45,480
|
573
|
(47
|
)
|
(219
|
)
|
45,787
|
|||||||||
Obligations
of states and political subdivisions
|
1,568
|
1
|
(24
|
)
|
(3
|
)
|
1,542
|
|||||||||
Corporate
securities
|
458,658
|
9,672
|
(3,538
|
)
|
(3,843
|
)
|
460,949
|
|||||||||
Mortgage-backed
securities
|
112,432
|
670
|
(641
|
)
|
(879
|
)
|
111,582
|
|||||||||
Redeemable
preferred stocks
|
18,531
|
517
|
-
|
-
|
19,048
|
|||||||||||
Common
stocks
|
184
|
-
|
(70
|
)
|
(29
|
)
|
85
|
|||||||||
$
|
691,928
|
$
|
12,818
|
$
|
(4,446
|
)
|
$
|
(5,364
|
)
|
$
|
694,936
|
|||||
Available-for-sale
investments at December 31, 2004 were as follows:
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
More than 12 Months
|
Gross
Unrealized
Losses
Less than 12 Months
|
Estimated
Market
Value
|
||||||||||||
(In
thousands)
|
||||||||||||||||
U.S.
treasury securities and government obligations
|
$
|
28,249
|
$
|
1,840
|
$
|
(28
|
)
|
$
|
(56
|
)
|
$
|
30,005
|
||||
U.S.
government agency mortgage-backed securities
|
9,718
|
344
|
-
|
-
|
10,062
|
|||||||||||
Obligations
of states and political subdivisions
|
788
|
22
|
-
|
-
|
810
|
|||||||||||
Corporate
securities
|
460,687
|
20,861
|
(3,303
|
)
|
(1,274
|
)
|
476,971
|
|||||||||
Mortgage-backed
securities
|
78,329
|
1,752
|
(1,931
|
)
|
(169
|
)
|
77,981
|
|||||||||
Redeemable
preferred stocks
|
30,058
|
1,220
|
-
|
-
|
31,278
|
|||||||||||
Common
stocks
|
7,476
|
46
|
-
|
(881
|
)
|
6,641
|
||||||||||
$
|
615,305
|
$
|
26,085
|
$
|
(5,262
|
)
|
$
|
(2,380
|
)
|
$
|
633,748
|
|||||
The
above
tables include gross unrealized losses that are not deemed to be
other-than-temporarily impaired, aggregated by investment category and length
of
time that individual securities have been in a continuous unrealized loss
position.
F-18
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The
Company sold available-for-sale securities with a fair value of $170.6 million
in 2005, $167.5 million in 2004, and $267.9 million in 2003. The gross realized
gains on these sales totaled $5.1 million in 2005, $2.3 million in 2004 and
$5.3
million in 2003. The Company realized gross losses on these sales of $3.3
million in 2005, $1.7 million in 2004 and $3.1 million in 2003.
The
unrealized losses of more than twelve months in the table above are
considered temporary declines. The Company tracks each investment with an
unrealized loss and evaluates them on an individual basis for other than
temporary impairments including obtaining corroborating opinions from third
party sources, performing trend analysis and reviewing underlying management’s
future plans. Certain of these investments had declines determined by management
to be other than temporary and the Company recognized these write-downs through
earnings in the amounts of approximately $5.3 million in 2005, $4.3 million
in
2004 and $5.0 million in 2003.
The
adjusted cost and estimated market value of available-for-sale investments
in
debt securities at December 31, 2005 and December 31, 2004, by contractual
maturity, were as follows:
December
31, 2005
|
December
31, 2004
|
||||||||||||
Amortized
Cost
|
Estimated
Market
Value
|
Amortized
Cost
|
Estimated
Market
Value
|
||||||||||
(In
thousands)
|
|||||||||||||
Due
in one year or less
|
$
|
58,593
|
$
|
58,466
|
$
|
110,679
|
$
|
112,058
|
|||||
Due
after one year through five years
|
216,188
|
216,119
|
181,455
|
185,890
|
|||||||||
Due
after five years through ten years
|
154,656
|
154,490
|
109,108
|
113,076
|
|||||||||
After
ten years
|
131,344
|
135,147
|
98,200
|
106,824
|
|||||||||
560,781
|
564,222
|
499,442
|
517,848
|
||||||||||
Mortgage
backed securities
|
112,432
|
111,581
|
78,329
|
77,981
|
|||||||||
Redeemable
preferred stocks
|
18,531
|
19,048
|
30,058
|
31,278
|
|||||||||
Equity
securities
|
184
|
85
|
7,476
|
6,641
|
|||||||||
$
|
691,928
|
$
|
694,936
|
$
|
615,305
|
$
|
633,748
|
Investments,
other
The
carrying value of other investments was as follows:
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Short-term
investments
|
$
|
129,325
|
$
|
193,525
|
|||
Real
estate
|
25,344
|
93,178
|
|||||
Mortgage
loans, net
|
48,392
|
51,196
|
|||||
Policy
loans
|
5,027
|
5,185
|
|||||
Other
|
1,273
|
2,123
|
|||||
$
|
209,361
|
$
|
345,207
|
Short-term
investments primarily consist of securities with fixed maturities of three
months to one year from acquisition date.
Mortgage
loans are carried at the unpaid balance, less an allowance for possible losses
and any unamortized premium or discount. The allowance for possible losses
was
$1.2 million and $1.0 million as of March 31, 2006 and 2005, respectively.
The
estimated fair value of these loans as of March 31, 2006 and 2005, respectively
approximated the carrying value. These loans represent first lien mortgages
held
by the Company’s insurance subsidiaries.
Real
estate obtained through foreclosures and held for sale and equity investments
are carried at the lower of cost or fair market value.
Insurance
policy loans are carried at their unpaid balance.
F-19
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
8: Net
Investment and Interest Income
Net
investment and interest income, were as follows:
Year
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Fixed
maturities
|
$
|
39,918
|
$
|
41,594
|
$
|
50,044
|
||||
Real
estate
|
6,593
|
12,836
|
10,879
|
|||||||
Insurance
policy loans
|
309
|
160
|
498
|
|||||||
Mortgage
loans
|
5,788
|
6,312
|
7,173
|
|||||||
Short-term,
amounts held by ceding reinsurers, net
and other investments
|
5,253
|
(2,442
|
)
|
1,616
|
||||||
Investment
income
|
57,861
|
58,460
|
70,210
|
|||||||
Less:
investment expenses
|
(2,422
|
)
|
(3,154
|
)
|
(6,511
|
)
|
||||
Less:
interest credited on annuity policies
|
(16,888
|
)
|
(20,509
|
)
|
(27,042
|
)
|
||||
Investment
income-Related party
|
14,543
|
21,942
|
1,624
|
|||||||
Net
investment and interest income
|
$
|
53,094
|
$
|
56,739
|
$
|
38,281
|
Interest
income increased in fiscal 2005 compared with fiscal 2004 primarily as a
result
of the deconsolidation of SAC Holding Corporation.
Note
9: Borrowings
Long-Term
Debt
Long-term
debt was as follows:
March
31,
|
|||||||||||||
2006
Rate (a)
|
Maturities
|
2006
|
2005
|
||||||||||
(In
thousands)
|
|||||||||||||
Real
estate loan (floating)
|
6.70
|
%
|
2010
|
$
|
242,585
|
$ |
-
|
||||||
Senior
mortgages
|
5.47%-5.75
|
%
|
2015
|
531,309
|
-
|
||||||||
Mezzanine
loan (floating)
|
10.28
|
%
|
2007
|
19,393
|
-
|
||||||||
Fleet
loan (amortizing term)
|
6.45
|
%
|
2012
|
82,347
|
-
|
||||||||
Fleet
loan (revolving credit)
|
6.45
|
%
|
2010
|
90,000
|
-
|
||||||||
Revolving
credit facility
|
-
|
-
|
-
|
84,862
|
|||||||||
Senior
amortizing notes (secured)
|
-
|
-
|
-
|
346,500
|
|||||||||
Senior
notes, second lien (secured)
|
-
|
-
|
-
|
200,000
|
|||||||||
Senior
notes, subordinated (secured)
|
-
|
-
|
-
|
148,646
|
|||||||||
$ |
965,634
|
$ |
780,008
|
||||||||||
(a)
Interest rate as of March 31, 2006
|
F-20
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Real
Estate Backed Loans
Real
Estate Loan
Amerco
Real Estate Company and certain of its subsidiaries and U-Haul Company of
Florida are borrowers under a Real Estate Loan. The lender is Merrill Lynch
Commercial Finance Corp. The original amount of the Real Estate Loan was
$465.0
million and is due June 10, 2010. The borrowers have the right to extend
the
maturity twice, for up to one year each time. U-Haul International, Inc.
is a
guarantor of this loan.
The
Real
Estate Loan requires monthly principal and interest payments, with the unpaid
loan balance and accrued and unpaid interest due at maturity. The Real Estate
Loan is secured by various properties owned by the borrowers. The principal
payments of $222.4 million made in the second quarter were sufficient to
allow
us to make interest only payments in the third and fourth quarters of fiscal
2006.
The
interest rate, per the provisions of the Loan Agreement, is the applicable
London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At March 31,
2006 the applicable LIBOR was 4.70% and the applicable margin was 2.0%, the
sum
of which was 6.70%. The applicable margin ranges from 2.00% to 2.75% and
is
based on the ratio of the excess of the average daily amount of loans divided
by
a fixed percentage of the appraised value of the properties collateralizing
the
loan, compared with the most recently reported twelve months of Combined
Net
Operating Income (“NOI”), as that term is defined in the Loan
Agreement.
The
default provisions of the Real Estate Loan include non-payment of principal
or
interest and other standard reporting and change-in-control covenants. There
are
limited restrictions regarding our use of the funds.
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 $474.2 million and are
due
July 2015. The Senior Mortgages require average monthly principal and interest
payments of $3.0 million with the unpaid loan balance and accrued and unpaid
interest due at maturity. The Senior Mortgages are secured by certain properties
owned by the borrowers. The interest rates, per the provisions of the Senior
Mortgages, are 5.68% per annum for the Merrill Lynch Mortgage Lending Agreement
and 5.52% per annum for the Morgan Stanley Mortgage Capital Agreement. The
default provisions of the Senior Mortgages include non-payment of principal
or
interest and other standard reporting and change-in-control covenants. There
are
limited restrictions regarding our use of the funds.
U-Haul
Company of Canada is the borrower under a mortgage backed loan. The loan
was
arranged by Merrill Lynch Canada and is in the amount of $9.7 million ($11.4
million Canadian currency). The loan is secured by certain properties owned
by
the borrower. The loan was entered into on June 29, 2005 at a rate of 5.75%.
The
loan requires monthly principal and interest payments with the unpaid loan
balance and accrued and unpaid interest due at maturity. It has a twenty-five
year amortization with a maturity of July 1, 2015. The default provisions
of the
loan include non-payment of principal or interest and other standard reporting
and change-in-control covenants. There are limited restrictions regarding
our
use of the funds.
A
subsidiary of Amerco Real Estate Company is a borrower under a mortgage backed
loan. The lender is Morgan Stanley Mortgage Capital, Inc. and the loan is
in the
amount of $23.9 million. The loan was entered into on August 17, 2005 at
a rate
of 5.47%. The loan is secured by certain properties owned by the borrower.
The
loan requires monthly principal and interest payments with the unpaid loan
balance and accrued and unpaid interest due at maturity. It has a twenty-five
year amortization with a maturity of September 17, 2015. The default provisions
of the loan include non-payment of principal or interest and other standard
reporting and change-in-control covenants. There are limited restrictions
regarding our use of the funds.
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc.
are
borrowers under a mortgage backed loan. The lender is Lehman Brothers Bank,
FSB
and the loan is in the amount of $23.5 million. The loan was entered into
on
October 6, 2005 at a rate of 5.72%. The loan is secured by certain properties
owned by the borrower. The loan requires monthly principal and interest payments
with the unpaid loan balance and accrued and unpaid interest due at maturity.
It
has a twenty-five year amortization with a maturity of October 11, 2015.
The
default provisions of the loan include non-payment of principal or interest
and
other standard reporting and change-in-control covenants. There are limited
restrictions regarding our use of the funds.
F-21
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Mezzanine
Loan
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc.
are
borrowers under the CMBS Mezzanine Loan. The loan was originated by Morgan
Stanley Mortgage Capital, Inc. and is in the amount of $19.4 million. The
loan
was entered into on August 12, 2005. The interest rate per the provision
of the
loan agreement is the applicable LIBOR plus a margin of 5.65%. At March 31,
2006
the applicable LIBOR was 4.63%. The loan requires monthly principal and interest
payments with the unpaid loan balance and accrued and unpaid interest due
at
maturity. It has a ten year amortization with a maturity of September 1,
2007.
Amerco Real Estate Company and U-Haul International, Inc. are guarantors
of the
loan. The default provisions of the loan include non-payment of principal
or
interest and other standard reporting and change-in-control covenants. There
are
limited restrictions regarding our use of the funds. On June 2, 2006, we
notified the lender of our intent to prepay the entire loan in full on August
30, 2006. There are no prepayment fees or penalties associated with the planned
prepayment of this loan.
Fleet
Loans
Rental
Truck Amortizing Loan
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lender is Merrill Lynch Commercial Finance Corp.
The
maximum amount that can be borrowed is $150.0 million and is due six years
following the last draw down. As of March 31, 2006 the Company had drawn
$86.2
million and funded the remaining $63.9 million in April 2006. The Company’s
outstanding balance at March 31, 2006 was $82.3 million due to payments made
of
$3.9 million during fiscal 2006.
The
Rental Truck Amortizing Loan requires monthly principal and interest payments,
with the unpaid loan balance and accrued unpaid interest due at maturity.
The
Rental Truck Amortizing Loan can be used to purchase new trucks between the
months of November 2005 through June 2006. The interest rate, per the provision
of the Loan Agreement, is the applicable LIBOR plus a margin between 1.50%
and
1.75%. At March 31, 2006 the applicable LIBOR was 4.70% and the applicable
margin was 1.75%. The default provisions of the loan include non-payment
of
principal or interest and other standard reporting and change-in-control
covenants.
Revolving
Credit Agreement
U-Haul
International, Inc. and several of its subsidiaries are borrowers under a
revolving credit facility. The lender is Merrill Lynch Commercial Finance
Corp.
The maximum amount that can be drawn is $150.0 million and is due July 2010.
As
of March 31, 2006 the Company had $60.0 million available under this revolving
credit facility.
The
Revolving Credit Agreement requires monthly interest payments, with the unpaid
loan balance and accrued unpaid interest due at maturity. The Revolving Credit
Agreement is secured by various older rental trucks. The maximum amount that
we
can draw down under the Revolving Credit Agreement reduces by $50.0 million
after the third year and another $50.0 million after the fourth year. The
interest rate, per the provision of the Loan Agreement, is the applicable
LIBOR
plus a margin of 1.75%. At March 31, 2006 the applicable LIBOR was 4.70%.
The
default provisions of the loan include non-payment of principal or interest
and
other standard reporting and change-in-control covenants.
Annual
Maturities of AMERCO consolidated Notes and Loans
Payable
The
annual maturity of AMERCO consolidated long-term debt as of March 31, 2006
for
the next five years and thereafter is as follows:
March
31,
|
|||||||||||||||||||
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Notes
payable, secured
|
$
|
30,239
|
$
|
48,853
|
$
|
32,674
|
$
|
74,717
|
$
|
319,007
|
$
|
460,144
|
|||||||
F-22
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
SAC
Holding II Corporation Notes and Loans Payable to Third
Parties
SAC
Holding II Corporation notes and loans payable to third parties were as
follows:
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Notes
payable, secured, 7.87% interest rate, due 2027
|
$
|
76,232
|
$
|
77,474
|
Secured
notes payable are secured by deeds of trusts on the collateralized land and
buildings. Principal and interest payments on notes payable to third party
lenders are due monthly in the amount of $0.6 million. Certain notes payable
contain provisions whereby the loans may not be prepaid at any time prior
to the
maturity date without payment to the lender of a Yield Maintenance Premium,
as
defined in the loan agreements.
On
March
15, 2004, the SAC entities issued $200.0 million aggregate principal amount
of
8.5% senior notes due 2014 (the “new SAC Notes”). SAC Holding Corporation and
SAC Holding II Corporation are jointly and severally liable for these
obligations. The proceeds from this issuance flowed exclusively to SAC Holding
Corporation and as such SAC Holding II has recorded no liability for
this.
Annual
Maturities of SAC Holding II Corporation Notes and loans Payable to Third
Parties
The annual maturity of SAC Holding II Corporation long-term debt for the
next
five years and thereafter is as follows:
March
31,
|
|||||||||||||||||||
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Notes
payable, secured
|
$
|
1,313
|
$
|
1,422
|
$
|
1,656
|
$
|
1,791
|
$
|
1,937
|
$
|
68,113
|
W.P.
Carey Transactions
In
1999,
AMERCO, U-Haul and Real Estate entered into financing agreements for the
purchase and construction of self-storage facilities with the Bank of Montreal
and Citibank (the “leases” or the “synthetic leases”). Title to the real
property subject to these leases was held by non-affiliated entities.
These
leases were amended and restated on March 15, 2004. In connection with such
amendment and restatement, we paid down approximately $31.0 million of lease
obligations and entered into leases with a three year term, with four one
year
renewal options. After such pay down, our lease obligation under the amended
and
restated synthetic leases was approximately $218.5 million.
On
April
30, 2004, the amended and restated leases were terminated and the properties
underlying these leases were sold to UH Storage (DE) Limited Partnership,
an
affiliate of W. P. Carey. U-Haul entered into a ten year operating lease
with W.
P. Carey (UH Storage DE) for a portion of each property (the portion of the
property that relates to U-Haul’s truck and trailer rental and moving supply
sales businesses). The remainder of each property (the portion of the property
that relates to self-storage) was leased by W. P. Carey (UH Storage DE) to
Mercury Partners, LP (“Mercury”) pursuant to a twenty year lease. These events
are referred to as the “W. P. Carey Transactions.” As a result of the W. P.
Carey Transactions, we no longer have a capital lease related to these
properties.
The
sales
price for these transactions was $298.4 million and cash proceeds were $298.9
million. The Company realized a gain on the transaction of $2.7 million,
which
is being amortized over the life of the lease term.
As
part
of the W. P. Carey Transactions, U-Haul entered into agreements to manage
these
properties (including the portion of the properties leased by Mercury). These
management agreements allow us to continue to operate the properties as part
of
the U-Haul moving and self-storage system.
U-Haul’s
annual lease payments under the new lease are approximately $10.0 million
per
year, with Consumer Price Index (“CPI”) inflation adjustments beginning in the
sixth year of the lease. The lease term is ten years, with a renewal option
for
an additional ten years. Upon closing of the W. P. Carey Transactions, we
made a
$22.9 million earn-out deposit, providing us with the opportunity to be
reimbursed for certain capital improvements we previously made to the
properties, and a $5.0 million security deposit. U-Haul met the requirements
under the lease regarding the return of the earn-out deposit which was refunded
in fiscal 2006.
F-23
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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 fiscal 2006, U-Haul received $3.4 million
in
management fees from Mercury.
Note
10: Interest on Borrowings
Interest
Expense
Cost’s
associated with loans outstanding was as follows:
Year
ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Interest
expense
|
$
|
61,285
|
$
|
62,706
|
$
|
76,007
|
||||
Capitalized
interest
|
(151
|
)
|
(186
|
)
|
(270
|
)
|
||||
Amortization
of transaction costs
|
3,871
|
3,321
|
1,825
|
|||||||
Interest
(income) expense resulting from derivatives
|
(1,655
|
)
|
1,137
|
-
|
||||||
Write-off
of transactions costs related to early
extinguishment of debt
|
14,384
|
-
|
-
|
|||||||
Fees
on early extinguishment of debt
|
21,243
|
-
|
-
|
|||||||
Total
AMERCO interest expense
|
98,977
|
66,978
|
77,562
|
|||||||
SAC
Holding II interest expense (a)
|
12,840
|
14,187
|
80,963
|
|||||||
Less:
Intercompany transactions (a)
|
(6,709
|
)
|
(7,960
|
)
|
(36,835
|
)
|
||||
Total
SAC Holding II interest expense (a)
|
6,131
|
6,227
|
44,128
|
|||||||
Total
|
$
|
105,108
|
$
|
73,205
|
$
|
121,690
|
||||
(a)
Fiscal 2006 and 2005 contain only SAC Holding II Corporation, 2004
includes SAC Holding Corporation and its
subsidiaries
|
Interest
paid in cash by AMERCO amounted to $59.8 million, $57.6 million and $76.6
million for fiscal 2006, 2005 and 2004, respectively. Early extinguishment
fees
paid in cash by AMERCO was $21.2 million in fiscal 2006.
The
exposure to market risk for changes in interest rates relates primarily to
our
variable rate debt obligations. We have used interest rate swap and interest
rate cap agreements to provide for matching the gain or loss recognition
on the
hedging instrument with the recognition of the changes in the cash flows
associated with the hedged asset or liability attributable to the hedged
risk or
the earnings effect of the hedged forecasted transaction. On June 8, 2005
the
Company entered into separate interest rate swap contracts for $100.0 million
of
our variable rate debt over a three year term and for $100.0 million of our
variable rate debt over a five year term, which were designated as cash flow
hedges effective July 1, 2005. On May 13, 2004 the Company entered into
separate interest rate cap contracts for $200.0 million of our variable
rate debt over a two year term and for $50.0 million of our variable
rate debt over a three year term, however these contracts were designated
as
cash flow hedges effective July 11, 2005 when the Real Estate loan was paid
down
by $222.4 million. On November 15, 2005 the Company entered into a forward
starting interest rate swap contract for $142.3 million of a variable rate
debt
over a six year term that started on May 10, 2006.
F-24
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Interest
Rates
Interest
rates and Company borrowings were as follows:
Revolving
Credit Activity
|
||||||||||
Year
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands, except interest rates)
|
||||||||||
Weighted
average interest rate during the year
|
5.95
|
%
|
5.69
|
%
|
6.75
|
%
|
||||
Interest
rate at year end
|
6.45
|
%
|
6.43
|
%
|
5.50
|
%
|
||||
Maximum
amount outstanding during the year
|
$
|
158,011
|
$
|
164,051
|
$
|
205,000
|
||||
Average
amount outstanding during the year
|
$
|
96,710
|
$
|
46,771
|
$
|
174,267
|
||||
Facility
fees
|
$
|
-
|
$
|
-
|
$
|
1,333
|
||||
Note
11: Stockholders’ Equity
The
Serial common stock may be issued in such series and on such terms as the
Board
shall determine. The Serial preferred stock may be issued with or without
par
value. The 6,100,000 shares of Series A, no par, non-voting, 8½% cumulative
preferred stock that are issued and outstanding are not convertible into,
or
exchangeable for, shares of any other class or classes of stock of AMERCO.
Dividends on the Series A preferred stock are payable quarterly in arrears
and
have priority as to dividends over the common stock of AMERCO.
Note
12: Comprehensive Income
(Loss)
A
summary
of accumulated comprehensive income (loss) components were as follows:
Foreign
Currency
Translation
|
Unrealized
Gain
(Loss)
on
Investments
|
Fair
Market
Value
of
Cash
Flow
Hedge
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
||||||||||
(In
thousands)
|
|||||||||||||
Balance
at March 31, 2004
|
$
|
(34,913
|
)
|
$
|
19,516
|
$
|
-
|
$
|
(15,397
|
)
|
|||
Foreign
currency translation - U-Haul
|
1,569
|
-
|
-
|
1,569
|
|||||||||
Unrealized
gain on investments
|
-
|
(10,831
|
)
|
-
|
(10,831
|
)
|
|||||||
Change
in fair value of cash flow hedge
|
-
|
-
|
47
|
47
|
|||||||||
Balance
at March 31, 2005
|
(33,344
|
)
|
8,685
|
47
|
(24,612
|
)
|
|||||||
Foreign
currency translation - U-Haul
|
(903
|
)
|
-
|
-
|
(903
|
)
|
|||||||
Unrealized
gain on investments
|
-
|
(7,968
|
)
|
-
|
(7,968
|
)
|
|||||||
Change
in fair value of cash flow hedge
|
-
|
-
|
4,581
|
4,581
|
|||||||||
Balance
at March 31, 2006
|
$
|
(34,247
|
)
|
$
|
717
|
$
|
4,628
|
$
|
(28,902
|
)
|
|||
F-25
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
13: Provision for Taxes
Income
before taxes and the provision for taxes consisted of the
following:
Year
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Pretax
earnings (loss):
|
||||||||||
U.S.
|
$
|
199,847
|
$
|
143,840
|
$
|
(1,166
|
)
|
|||
Non-U.S.
|
426
|
1,292
|
6,391
|
|||||||
Total
pretax earnings
|
$
|
200,273
|
$
|
145,132
|
$
|
5,225
|
||||
Provision
for taxes:
|
||||||||||
Federal:
|
||||||||||
Current
|
$
|
49,652
|
$
|
30,539
|
$
|
9,705
|
||||
Deferred
|
16,239
|
17,801
|
(4,494
|
)
|
||||||
State:
|
||||||||||
Current
|
6,115
|
5,752
|
3,147
|
|||||||
Deferred
|
6,329
|
1,616
|
(1,395
|
)
|
||||||
Non-U.S.:
|
||||||||||
Current
|
439
|
-
|
1,114
|
|||||||
Deferred
|
345
|
-
|
-
|
|||||||
Total
income tax expense
|
$
|
79,119
|
$
|
55,708
|
$
|
8,077
|
||||
Income
taxes paid in cash amounted to $43.3 million, $30.0 million, and $4.0 million
for fiscal 2006, 2005, and 2004, respectively.
F-26
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The
difference between the tax provision at the statutory federal income tax
rate
and the tax provision attributable to income before taxes was as
follows:
Year
ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
percentages)
|
||||||||||
Statutory
federal income tax rate
|
35.00
|
%
|
35.00
|
%
|
35.00
|
%
|
||||
Increase
(reduction) in rate resulting from:
|
||||||||||
State
and foreign taxes, net of federal benefit
|
4.41
|
%
|
3.16
|
%
|
36.43
|
%
|
||||
Canadian
subsidiary loss
|
(0.07
|
)%
|
(0.31
|
)%
|
(20.51
|
)%
|
||||
Interest
on deferred taxes
|
0.44
|
%
|
0.43
|
%
|
12.04
|
%
|
||||
Tax-exempt
interest expense
|
-
|
%
|
-
|
%
|
(0.42
|
)%
|
||||
IRS
Settlement
|
-
|
%
|
-
|
%
|
91.11
|
%
|
||||
Other
|
(0.27
|
)%
|
0.10
|
%
|
0.93
|
%
|
||||
Effective
tax rate
|
39.51
|
%
|
38.38
|
%
|
154.58
|
%
|
||||
Significant
components of the Company’s deferred tax assets and liabilities were as
follows:
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Deferred
tax assets:
|
|||||||
Net
operating loss and credit carry forwards
|
$
|
7,906
|
$
|
27,183
|
|||
Accrued
expenses
|
102,159
|
102,962
|
|||||
Policy
benefit and losses, claims and loss expenses payable, net
|
17,476
|
21,048
|
|||||
Unrealized
gains
|
677
|
7,235
|
|||||
Total
deferred tax assets
|
128,218
|
158,428
|
|||||
Deferred
tax liabilities:
|
|||||||
Property,
plant and equipment
|
221,578
|
214,562
|
|||||
Deferred
policy acquisition costs
|
7,608
|
12,367
|
|||||
Other
|
7,124
|
9,623
|
|||||
Total
deferred tax liabilities
|
236,310
|
236,552
|
|||||
Net
deferred tax liability
|
$
|
108,092
|
$
|
78,124
|
Under
the
provisions of the Tax Reform Act of 1984 (the Act), the balance in Oxford’s
account designated “Policyholders’ Surplus Account” is frozen at its December
31, 1983 balance of $19.3 million. Federal income taxes (Phase III) will
be
payable thereon at applicable current rates if amounts in this account are
distributed to the stockholder or to the extent the account exceeds a prescribed
maximum. Oxford did not incur a Phase III liability for the years ended December
31, 2005, 2004 and 2003.
At
March
31, 2006 and March 31, 2005, AMERCO has alternative minimum tax credit carry
forwards of $0 and $17.8 million, respectively, which do not have an expiration
date, and may only be utilized in years in which regular tax exceeds alternative
minimum tax.
SAC
Holdings II began to file tax returns in the fiscal year ending March 31,
2003,
and has net operating losses of $18.2 million and $20.6 million in fiscal
years
ending March 31, 2006 and March 31, 2005, respectively, to offset taxable
income
in future years. These carry forwards expire in 2025 and 2026.
Under
certain circumstances and sections of the Internal Revenue Code, a change
in
ownership for tax purposes will limit the amount of net operating loss carry
forwards that can be used to offset future taxable income.
F-27
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
14: Employee Benefit Plans
Profit
Sharing Plans
The
Company provides tax-qualified profit sharing retirement plans for the benefit
of eligible employees, former employees and retirees in the U.S. and Canada.
The
plans are designed to provide employees with an accumulation of funds for
retirement on a tax-deferred basis and provide for annual discretionary employer
contributions. Amounts to be contributed are determined by the Chief Executive
Officer (CEO) of the Company under the delegation of authority from the Board
of
Directors, pursuant to the terms of the Profit Sharing Plan. No contributions
were made to the profit sharing plan during fiscal 2006, 2005 or
2004.
The
Company also provides an employee savings plan which allows participants
to
defer income under Section 401(k) of the Internal Revenue Code of
1986.
ESOP
Plan
The
Company sponsors a leveraged employee stock ownership plan (ESOP) that generally
covers all employees with one year or more of service. The ESOP shares initially
were pledged as collateral for its debt which was originally funded by U-Haul.
As the debt is repaid, shares are released from collateral and allocated
to
active employees, based on the proportion of debt service paid in the year.
When
shares are scheduled to be released from collateral, prorated over the year, the
Company reports compensation expense equal to the current market price of
the
shares scheduled to be released, and the shares become outstanding for earnings
per share computations. ESOP compensation expense was $3.3 million and $1.8
million for fiscal 2006 and fiscal 2005, respectively. Listed below is a
summary
of these financing arrangements as of fiscal year-end:
Interest
Payments
|
|||||||||||||
Financing
Date
|
Outstanding
as of March 31,
2006
|
2006
|
2005
|
2004
|
|||||||||
(In
thousands)
|
|||||||||||||
June,
1991
|
$
|
11,600
|
$
|
1,070
|
$
|
1,008
|
$
|
1,159
|
|||||
March,
1999
|
80
|
9
|
8
|
11
|
|||||||||
February,
2000
|
524
|
53
|
54
|
74
|
|||||||||
April,
2001
|
119
|
10
|
9
|
12
|
|||||||||
Shares
are released from collateral and allocated to active employees based on the
proportion of debt service paid in the plan year. Contributions to the Plan
Trust (ESOT) during fiscal 2006, 2005 and 2004 were $2.3 million, $2.1 million
and $2.1 million, respectively.
Shares
held by the Plan were as follows:
Year
Ended March 31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Allocated
shares
|
1,474
|
1,514
|
|||||
Unreleased
shares
|
569
|
652
|
|||||
Fair
value of unreleased shares
|
$
|
41,726
|
$
|
21,554
|
|||
For
purposes of the above schedule, the fair value of unreleased shares issued
prior
to 1992 is defined as the historical cost of such shares. The fair value
of
unreleased shares issued subsequent to December 31, 1992 is defined as the
trading value of such shares as of March 31, 2006 and March 31, 2005,
respectively.
F-28
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Insurance
Plans
Oxford
insures various group life and group disability insurance plans covering
employees of the Company. Premiums earned by Oxford on these policies were
$3.5
million, $3.3 million and $4.5 million for the years ended December 31, 2005,
2004, and 2003, respectively. The group life premiums are paid by the Company
and those amounts were eliminated from the Company’s financial statements in
consolidation. The group disability premiums are paid by the covered
employees.
Post
Retirement and Post Employment Benefits
The
Company provides medical and life insurance benefits to its eligible employees
and their dependents upon retirement from the Company. The retirees must
have
attained age sixty-five and earned twenty years of full-time service upon
retirement for coverage under the medical plan. The medical benefits are
capped
at a $20,000 lifetime maximum per covered person. The benefits are coordinated
with Medicare and any other medical policies in force. Retirees who have
attained age sixty-five and earned at least ten years of full-time service
upon
retirement from the Company are entitled to group term life insurance benefits.
The life insurance benefit is $2,000 plus $100 for each year of employment
over
ten years. The plan is not funded and claims are paid as they are incurred.
The
Company has elected to use a December 31 measurement date for its post
retirement benefit disclosures as of March 31.
The
components of net periodic post retirement benefit cost were as
follows:
Year
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Service
cost for benefits earned during the period
|
$
|
373
|
$
|
316
|
$
|
315
|
||||
Interest
cost on accumulated postretirement benefit
|
306
|
313
|
331
|
|||||||
Other
components
|
(299
|
)
|
(317
|
)
|
(293
|
)
|
||||
Net
periodic postretirement benefit cost
|
$
|
380
|
$
|
312
|
$
|
353
|
The
fiscal 2006 and fiscal 2005 post retirement benefit liability included the
following components:
Year
Ended March 31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Beginning
of year
|
$
|
5,376
|
$
|
5,074
|
|||
Service
cost for benefits earned during the period
|
373
|
316
|
|||||
Interest
cost on accumulated post retirement benefit
|
306
|
313
|
|||||
Benefit
payments and expense
|
(417
|
)
|
(116
|
)
|
|||
Actuarial
(gain) loss
|
2,545
|
(211
|
)
|
||||
Accumulated
postretirement benefit obligation
|
8,183
|
5,376
|
|||||
Unrecognized
net gain
|
1,563
|
4,406
|
|||||
Total
post retirement benefit liability
|
$
|
9,746
|
$
|
9,782
|
The
discount rate assumptions in computing the information above were as
follows:
Year
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
percentages)
|
||||||||||
Accumulated
postretirement benefit obligation
|
5.75
|
%
|
5.75
|
%
|
6.25
|
%
|
The
discount rate represents the expected yield on a portfolio of high grade
(AA to
AAA rated or equivalent) fixed income investments with cash flow streams
sufficient to satisfy benefit obligations under the plan when due. Fluctuations
in the discount rate assumptions primarily reflect changes in U.S. interest
rates. The estimated health care cost inflation rates used to measure the
accumulated post retirement benefit obligation was 5.00% in fiscal 2006,
which
was projected to decline annually to an ultimate rate of 4.20% in fiscal
2013.
F-29
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
If
the
estimated health care cost inflation rate assumptions were increased by one
percent, the accumulated post retirement benefit obligation as of fiscal
year-end would increase by approximately $272,973 and the total of the service
cost and interest cost components would increase by $55,626. A decrease in
the
estimated health care cost inflation rate assumption of one percent would
decrease the accumulated post retirement benefit obligation as of fiscal
year-end by $307,943 and the total of the service cost and interest cost
components would decrease by $60,870.
Post
employment benefits provided by the Company, other than retirement, are not
material.
The
following benefit payments, which reflect expected future service, as
appropriate, are expected to be paid:
Amount
|
||||
(In
thousands)
|
||||
Year-ended:
|
||||
2007
|
$
|
230
|
||
2008
|
261
|
|||
2009
|
296
|
|||
2010
|
337
|
|||
2011
|
376
|
|||
2012
through 2016
|
2,826
|
|||
Total
|
$
|
4,326
|
||
F-30
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
15: Reinsurance
and Policy Benefits and Losses, Claims and Loss Expenses
Payable
During
their normal course of business, our insurance subsidiaries assume and cede
reinsurance on both a coinsurance and a risk premium basis. They also obtain
reinsurance for that portion of risks exceeding their retention limits. The
maximum amount of life insurance retained on any one life is
$150,000.
Direct
Amount
(a)
|
Ceded
to
Other
Companies
|
Assumed
from
Other
Companies
|
Net
Amount
(a)
|
Percentage
of
Amount
Assumed
to Net
|
||||||||||||
(In
thousands)
|
||||||||||||||||
Year
ended December 31, 2005
|
||||||||||||||||
Life
insurance in force
|
$
|
586,835
|
$
|
120,220
|
$
|
1,642,876
|
$
|
2,109,491
|
78
|
%
|
||||||
Premiums
earned:
|
||||||||||||||||
Life
|
$
|
8,708
|
$
|
1,862
|
$
|
7,211
|
$
|
14,057
|
51
|
%
|
||||||
Accident
and health
|
91,986
|
1,887
|
10,071
|
100,170
|
10
|
%
|
||||||||||
Annuity
|
2,174
|
-
|
2,432
|
4,606
|
53
|
%
|
||||||||||
Property
and casualty
|
22,559
|
3,288
|
6,730
|
26,001
|
26
|
%
|
||||||||||
Total
|
$
|
125,427
|
$
|
7,037
|
$
|
26,444
|
$
|
144,834
|
||||||||
Year
ended December 31, 2004
|
||||||||||||||||
Life
insurance in force
|
$
|
1,147,380
|
$
|
336,575
|
$
|
1,785,441
|
$
|
2,596,246
|
69
|
%
|
||||||
Premiums
earned:
|
||||||||||||||||
Life
|
$
|
9,372
|
$
|
6,106
|
$
|
8,365
|
$
|
11,631
|
72
|
%
|
||||||
Accident
and health
|
99,402
|
6,715
|
17,726
|
110,413
|
16
|
%
|
||||||||||
Annuity
|
1,901
|
-
|
2,291
|
4,192
|
55
|
%
|
||||||||||
Property
and casualty
|
29,965
|
10,235
|
5,257
|
24,987
|
21
|
%
|
||||||||||
Total
|
$
|
140,640
|
$
|
23,056
|
$
|
33,639
|
$
|
151,223
|
||||||||
Year
ended December 31, 2003
|
||||||||||||||||
Life
insurance in force
|
$
|
1,134,051
|
$
|
218,682
|
$
|
1,842,666
|
$
|
2,758,035
|
67
|
%
|
||||||
Premiums
earned:
|
||||||||||||||||
Life
|
$
|
17,300
|
$
|
2,840
|
$
|
7,626
|
$
|
22,086
|
35
|
%
|
||||||
Accident
and health
|
109,135
|
5,346
|
14,561
|
118,350
|
12
|
%
|
||||||||||
Annuity
|
1,954
|
-
|
2,692
|
4,646
|
58
|
%
|
||||||||||
Property
and casualty
|
106,599
|
32,969
|
18,406
|
92,036
|
20
|
%
|
||||||||||
Total
|
$
|
234,988
|
$
|
41,155
|
$
|
43,285
|
$
|
237,118
|
||||||||
(a)
Balances
are reported net of inter-segment transactions.
F-31
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Premiums
eliminated in consolidation were as follows:
RepWest
|
Oxford
|
||||||
(In
thousands)
|
|||||||
2005
|
$
|
-
|
$
|
1,519
|
|||
2004
|
-
|
1,474
|
|||||
2003
|
1,206
|
2,671
|
|||||
To
the
extent that a re-insurer is unable to meet its obligation under the related
reinsurance agreements, RepWest would remain liable for the unpaid losses
and
loss expenses. Pursuant to certain of these agreements, RepWest holds letters
of
credit at years-end in the amount of $5.2 million from re-insurers and has
issued letters of credit in the amount of $12.3 million in favor of certain
ceding companies.
Policy
benefits and losses, claims and loss expenses payable for RepWest were as
follows:
Year
Ended December 31,
|
|||||||
2005
|
2004
|
||||||
(In
thousands)
|
|||||||
Unpaid
losses and loss adjustment expense
|
$
|
346,928
|
$
|
380,875
|
|||
Reinsurance
losses payable
|
3,475
|
7,516
|
|||||
Unearned
premiums
|
2,557
|
2,992
|
|||||
Total
|
$
|
352,960
|
$ |
391,383
|
|||
Activity
in the liability for unpaid losses and loss adjustment expenses for RepWest
is
summarized as follows:
Year
Ended December 31,
|
||||||||||
2005
|
2004
|
2003
|
||||||||
(In
thousands)
|
||||||||||
Balance
at January 1
|
$
|
380,875
|
$
|
416,259
|
$
|
399,447
|
||||
Less
reinsurance recoverable
|
189,472
|
177,635
|
146,622
|
|||||||
Net
balance at January 1
|
191,403
|
238,624
|
252,825
|
|||||||
Incurred
related to:
|
||||||||||
Current
year
|
6,429
|
17,960
|
56,454
|
|||||||
Prior
years
|
16,161
|
21,773
|
53,127
|
|||||||
Total
incurred
|
22,590
|
39,733
|
109,581
|
|||||||
Paid
related to:
|
||||||||||
Current
year
|
3,774
|
13,570
|
22,931
|
|||||||
Prior
years
|
44,679
|
73,384
|
100,851
|
|||||||
Total
paid
|
48,453
|
86,954
|
123,782
|
|||||||
Net
balance at December 31
|
165,540
|
191,403
|
238,624
|
|||||||
Plus
reinsurance recoverable
|
181,388
|
189,472
|
177,635
|
|||||||
Balance
at December 31
|
$
|
346,928
|
$
|
380,875
|
$
|
416,259
|
||||
F-32
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
16: 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 with the exception of one land lease expiring in 2079. At March
31,
2006, AMERCO has guaranteed $193.1 million of residual values for these rental
equipment assets at the end of the respective lease terms. Certain leases
contain renewal and fair market value purchase options as well as mileage
and
other restrictions. At the expiration of the lease, the Company has options
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 relating to these types of residual
value guarantees.
Lease
expenses were as follows:
Year
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Lease
expense
|
$
|
142,781
|
$
|
151,354
|
$
|
160,727
|
Lease
commitments for leases having terms of more than one year were as
follows:
Property,
Plant
and
Equipment
|
Rental
Equipment
|
Total
|
||||||||
(In
thousands)
|
||||||||||
Year-ended
March 31:
|
||||||||||
2007
|
$
|
11,726
|
$
|
124,943
|
$
|
136,669
|
||||
2008
|
11,498
|
92,072
|
103,570
|
|||||||
2009
|
11,260
|
75,081
|
86,341
|
|||||||
2010
|
10,896
|
62,589
|
73,485
|
|||||||
2011
|
10,679
|
39,986
|
50,665
|
|||||||
Thereafter
|
36,618
|
34,493
|
71,111
|
|||||||
Total
|
$
|
92,677
|
$
|
429,164
|
$
|
521,841
|
Note
17: Contingencies
Shoen
On
September 24, 2002, Paul F. Shoen filed a derivative action in the Second
Judicial District Court of the State of Nevada, Washoe County, captioned
Paul F.
Shoen vs. SAC Holding Corporation et al., CV02-05602, seeking damages and
equitable relief on behalf of AMERCO from SAC Holdings and certain current
and
former members of the AMERCO Board of Directors, including Edward J. Shoen,
Mark
V. Shoen and James P. Shoen as defendants. AMERCO is named a nominal defendant
for purposes of the derivative action. The complaint alleges breach of fiduciary
duty, self-dealing, usurpation of corporate opportunities, wrongful interference
with prospective economic advantage and unjust enrichment and seeks the
unwinding of sales of self-storage properties by subsidiaries of AMERCO to
SAC
Holdings over the last several years. The complaint seeks a declaration that
such transfers are void as well as unspecified damages. On October 28, 2002,
AMERCO, the Shoen directors, the non-Shoen directors and SAC Holdings filed
Motions to Dismiss the complaint. In addition, on October 28, 2002, Ron Belec
filed a derivative action in the Second Judicial District Court of the State
of
Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al.,
CV
02-06331 and on January 16, 2003, M.S. Management Company, Inc. filed a
derivative action in the Second Judicial District Court of the State of Nevada,
Washoe County, captioned M.S. Management Company, Inc. vs. William E. Carty,
et
al., CV 03-00386. Two additional derivative suits were also filed against
these
parties. These additional suits are substantially similar to the Paul F.
Shoen
derivative action. The five suits assert virtually identical claims. In fact,
three of the five plaintiffs are parties who are working closely together
and
chose to file the same claims multiple times. These lawsuits alleged that
the
AMERCO Board lacked independence. In reaching its decision to dismiss these
claims, the court determined that the AMERCO Board of Directors had the
requisite level of independence required in order to have these claims resolved
by the Board. The court consolidated all five complaints before dismissing
them
on May 28, 2003. Plaintiffs appealed and, on September 12, 2005 the Nevada
Supreme Court heard oral arguments. The parties are awaiting a
ruling.
F-33
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO 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 there under, section 20(a)
of the
Securities Exchange Act of 1934 and sections 11, 12, and 15 of the Securities
Act of 1933. The action alleges, among other things, that AMERCO engaged
in
transactions with 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 and assigned to Judge Bryan. Motions to Dismiss are fully briefed
and
are before the court. Prior to the ruling on the Motions to Dismiss, the
parties
have agreed to a settlement in principle, subject to final documentation
and
approval by the Court. The settlement in the amount of $5.0 million, will
be
covered by AMERCO’s D&O insurance carrier.
Securities
and Exchange Commission
The
Securities and Exchange Commission (“SEC”) has issued a formal order of
investigation to determine whether the Company has violated the Federal
Securities laws. The Company has produced and delivered all requested documents
and information and provided testimony from all requested witnesses to the
SEC.
The Company continues to cooperate with the SEC. We cannot predict the outcome
of the investigation.
Environmental
In
the
normal course of business, AMERCO is a defendant in a number of suits and
claims. AMERCO is also a party to several administrative proceedings arising
from state and local provisions that regulate the removal and/or cleanup
of
underground fuel storage tanks. It is the opinion of management, that none
of
these suits, claims or proceedings involving AMERCO, individually or in the
aggregate, are expected to result in a material loss.
Compliance
with environmental requirements of federal, state and local governments
significantly affects Real Estate’s business operations. Among other things,
these requirements regulate the discharge of materials into the water, air
and
land and govern the use and disposal of hazardous substances. Real Estate
is
aware of issues regarding hazardous substances on some of its properties.
Real
Estate regularly makes capital and operating expenditures to stay in compliance
with environmental laws and has put in place a remedial plan at each site
where
it believes such a plan is necessary. Since 1988, Real Estate has managed
a
testing and removal program for underground storage tanks.
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 $7.6 million through 2011 to remediate these
properties.
Other
The
Company is named as a defendant in various other litigation and claims arising
out of the normal course of business. In managements’ opinion none of these
other matters will have a material effect on the Company’s financial position
and results of operations.
F-34
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
18: Preferred Stock Purchase Rights
The
Board
of Directors of AMERCO adopted a stockholder-rights plan in July 1998. The
rights were declared as a dividend of one preferred share purchase right
for
each outstanding share of the common stock of AMERCO. The dividend distribution
was payable on August 17, 1998 to stockholders of record on that date. When
exercisable, each right will entitle its holder to purchase from AMERCO one
one-hundredth of a share of AMERCO Series C Junior Participating Preferred
Stock
(Series C), no par value, at a price of $132.00 per one one-hundredth of
a share
of Series C, subject to adjustment. AMERCO has created a series of 3,000,000
shares of authorized but not issued preferred stock for the Series C stock
authorized in this stockholder-rights plan.
The
rights will become exercisable if a person or group of affiliated or associated
persons acquire or obtain the right to acquire beneficial ownership of 10%
or
more of the common stock without approval of a majority of the Board of
Directors of AMERCO. The rights expire on August 7, 2008 unless earlier redeemed
or exchanged by AMERCO.
In
the
event AMERCO is acquired in a merger or other business combination transaction
after the rights become exercisable, each holder of a right would be entitled
to
receive that number of shares of the acquiring company’s common stock equal to
the result obtained by multiplying the then current purchase price by the
number
one one-hundredths of a share of Series C for which a right is then exercisable
and dividing that product by 50% of the then current market price per share
of
the acquiring company.
Note
19: Related Party Transactions
AMERCO
has engaged in related party transactions and has continuing related party
interests with certain major stockholders, directors and officers of the
consolidated group as disclosed below. Management believes that the transactions
described below and in the related notes were consummated on terms equivalent
to
those that would prevail in arm’s-length transactions.
During
fiscal 2006 subsidiaries of the Company held various junior unsecured notes
of
SAC Holdings. Substantially all of the equity interest of SAC Holdings is
controlled by Blackwater, wholly-owned 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 recorded interest income of
$19.4
million and $22.0 million, and received cash interest payments of $11.2 million
and $11.7 million, from SAC Holdings during fiscal 2006 and fiscal 2005.
The
largest aggregate amount of notes receivable outstanding during fiscal 2006
and
the aggregate notes receivable balance at March 31, 2006 was $203.7 million,
of
which $75.1 million is with SAC Holding II and have been eliminated in the
consolidating financial statements.
Interest
accrues on the outstanding principal balance of junior notes of SAC Holdings
that the Company holds at a stated rate of basic interest. A fixed portion
of
that basic interest is paid on a monthly basis.
Additional
interest is paid on the same payment date based on the amount of remaining
basic
interest and of the cash flow generated by the underlying property. This
amount
is referred to as the “cash flow-based calculation.”
To
the
extent that this cash flow-based calculation exceeds the amount of remaining
basic interest, contingent interest is paid on the same monthly date as the
fixed portion of basic interest. To the extent that the cash flow-based
calculation is less than the amount of remaining basic interest, the additional
interest payable on the applicable monthly date is limited to the amount
of that
cash flow-based calculation. In such a case, the excess of the remaining
basic
interest over the cash flow-based calculation is deferred. In addition, subject
to certain contingencies, the junior notes provide that the holder of the
note
is entitled to receive 90% of the appreciation realized upon, among other
things, the sale of such property by SAC Holdings.
The
Company currently manages the self-storage properties owned or leased by
SAC
Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini Storage Realty
(“Private Mini”) pursuant to a standard form of management agreement, under
which the Company receives a management fee of between 4% and 10% of the
gross
receipts plus reimbursement for certain expenses. The Company received
management fees, exclusive of expenses, of $22.5 million, and $14.4 million
from
the above mentioned entities during fiscal 2006 and 2005, respectively. This
management fee is consistent with the fee received for other properties the
Company previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC,
Galaxy
and Private Mini are substantially controlled by Blackwater. Mercury is
substantially controlled by Mark V. Shoen. James P. Shoen, a significant
shareholder and director of AMERCO, has an interest in Mercury.
F-35
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
RepWest
and Oxford currently hold a 46% limited partnership interest in Securespace
Limited Partnership (“Securespace”), a Nevada limited partnership. A SAC
Holdings subsidiary serves as the general partner of Securespace and owns
a 1%
interest. Another SAC Holdings subsidiary owns the remaining 53% limited
partnership interest in Securespace. Securespace was formed by SAC Holdings
to
be the owner of various Canadian self-storage properties. RepWest’s and Oxford’s
investment in Securespace is included in Related Party Assets and is accounted
for using the equity method. We do not believe that the carrying amount of
their
investments in Securespace is in excess of fair value.
The
Company leases space for marketing company offices, vehicle repair shops
and
hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy.
Total lease payments pursuant to such leases were $2.7 million in both fiscal
2006 and 2005. 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
March
31, 2006, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private
Mini
acted as U-Haul independent dealers. The financial and other terms of the
dealership contracts with the aforementioned companies and their subsidiaries
are substantially identical to the terms of those with the Company’s other
13,950 independent dealers. During fiscal 2006 and fiscal 2005, the Company
paid
the above mentioned entities $36.8 million and $33.1 million, respectively
in
commissions pursuant to such dealership contracts.
These
agreements with Blackwater entities, excluding dealer agreements, provided
revenue of $38.7 million, expenses of $2.7 million and cash flows of $27.5
million during fiscal 2006. Revenues and commission expenses related to the
Dealer Agreements were $171.5 million and $36.7 million,
respectively.
SAC
Holdings was established in order to acquire self-storage properties. These
properties are being managed by the Company pursuant to management agreements.
The sale of self-storage properties by the Company to SAC Holdings has in
the
past provided significant cash flows to the Company and the Company’s
outstanding loans to SAC Holdings entitle the Company to participate in SAC
Holdings’ excess cash flows (after senior debt service).
Management
believes that its sales of self-storage properties to SAC Holdings has provided
a unique structure for the Company to earn moving equipment rental revenues
and
management fee income from the SAC Holdings self-storage properties the Company
manages and to participate in SAC Holdings’ excess cash flows as described
above.
Independent
fleet owners own approximately 2.4% of all U-Haul rental trailers. There
are
approximately 835 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 fiscal 2006, 2005 and 2004, respectively. Payments to these
individuals under this program are de minimis (less than one thousand dollars
per quarter, per person). All rental equipment is operated under contract
with
U-Haul whereby U-Haul administers the operations and marketing of such equipment
and in return receives a percentage of rental fees paid by customers. Based
on
the terms of various contracts, rental fees are distributed to U-Haul (for
services as operators), to the fleet owners (including certain subsidiaries
and
related parties of U-Haul) and to rental dealers (including Company-operated
U-Haul Centers).
In
February 1997, AMERCO, through its insurance subsidiaries, invested in the
equity of Private Mini, a Texas-based self-storage operator. RepWest invested
$13.5 million and had a direct 30.6% interest and an indirect 13.2% interest.
Oxford invested $11.0 million and had a direct 24.9% interest and an indirect
10.8% interest. On June 30, 2003, RepWest and Oxford exchanged their respective
interests in Private Mini for certain real property owned by 4 SAC and 5
SAC.
The exchanges were non-monetary and were recorded on the basis of the book
values of the assets exchanged.
F-36
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
During
1997, Private Mini secured a $225.0 million line of credit with a financing
institution, which was subsequently reduced in accordance with its terms
to
$125.0 million in December 2001. Under the terms of this credit facility,
AMERCO
entered into a support party agreement with Private Mini whereby upon default
or
noncompliance with certain debt covenants by Private Mini, AMERCO assumes
responsibility in fulfilling all obligations related to this credit facility.
In
2003, the support party obligation was bifurcated into two separate support
party obligations; one consisting of a $55.0 million support party obligation
and one consisting of a $70.0 million support party obligation. At
March 31, 2003, $55.0 million of AMERCO’s support party obligation had been
triggered. AMERCO satisfied the $55.0 million obligation by issuing notes
to the
Private Mini creditor, and we correspondingly increased our receivable from
Private Mini by $55.0 million. Interest from Private Mini on this receivable
is
being recorded by AMERCO on a regular basis. The
Company expects to fully recover this amount. Under the terms of FIN 45,
the
remaining $70.0 million support party obligation was recognized by the Company
as a liability at March 31, 2004 and March 31, 2003. This resulted in AMERCO
increasing Other Liabilities by $70.0 million and increasing our receivable
from
Private Mini by an additional $70.0 million. At March 31, 2005, the Company
revalued the FIN 45 liability to $2.9 million. Effective July 15, 2005 the
$70.0
million support party obligation was terminated and AMERCO is no longer
obligated on behalf of Private Mini. The $2.9 million liability recorded
in the
Company’s books was eliminated at the time the support party obligation was
terminated. Private Mini is now a wholly-owned subsidiary of 4 SAC and 5
SAC.
In
prior
years, U-Haul sold various properties to SAC Holding Corporation at prices
in
excess of U-Haul’s carrying values resulting in gains which U-Haul deferred and
treated as additional paid-in capital. The transferred properties have
historically been stated at the original cost basis as the gains were eliminated
in consolidation. In March 2004, these deferred gains were recognized and
treated as contributions from a related party in the amount of $111.0 million
as
a result of
the
deconsolidation of SAC Holding Corporation.
In
August
2005, RepWest completed the sale of three storage properties to 5 SAC and
the
sale of nineteen storage properties to Real Estate, for approximately $50.5
million. The gains realized by RepWest were recorded directly to additional
paid-in capital. The purchase price was based upon existing re-purchase
agreements management believes were consummated on terms equivalent to those
that prevail in arm’s-length transactions.
In
October 2005, Oxford completed the sale of three storage properties to 5
SAC,
one storage property to Real Estate and was fully repaid by U-Haul on a mortgage
note secured by twenty-five storage properties. These transactions totaled
approximately $38.0 million. The gains realized by Oxford were recorded directly
to additional paid-in capital. The purchase price was based upon existing
re-purchase agreements management believes were consummated on terms equivalent
to those that prevail in arm’s-length transactions.
Related
Party Assets
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
Private
Mini notes, receivables and interest
|
$
|
74,427
|
$
|
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
|
42,189
|
35,960
|
|||||
U-Haul
receivable from SAC Holding Corporation
|
5,688
|
1,028
|
|||||
SAC
Holding II receivable from parent
|
2,900
|
2,202
|
|||||
U-Haul
receivable from Mercury
|
2,342
|
2,185
|
|||||
Oxford
and RepWest investment in Securespace
|
11,585
|
11,225
|
|||||
Other
|
2,719
|
561
|
|||||
$
|
270,468
|
$
|
252,666
|
||||
F-37
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Related
Party Liabilities
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
SAC
Holding II Corporation payable to affiliate
|
$
|
7,165
|
$
|
11,070
|
|||
F-38
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
20: Statutory Financial Information of Insurance
Subsidiaries
Applicable
laws and regulations of the State of Arizona require RepWest and Oxford to
maintain minimum capital and surplus determined in accordance with statutory
accounting principles. Audited statutory net income and statutory capital
and
surplus for the years-ended are listed below:
Year
Ended December 31,
|
||||||||||
2005
|
2004
|
2003
|
||||||||
(In
thousands)
|
||||||||||
RepWest:
|
||||||||||
Audited
statutory net income (loss)
|
$
|
1,825
|
$
|
(5,262
|
)
|
$
|
(17,051
|
)
|
||
Audited
statutory capital and surplus
|
89,824
|
64,789
|
69,122
|
|||||||
NAFCIC:
|
||||||||||
Audited
statutory net income (loss)
|
(82
|
)
|
(494
|
)
|
732
|
|||||
Audited
statutory capital and surplus
|
3,681
|
3,759
|
4,001
|
|||||||
Oxford:
|
||||||||||
Audited
statutory net income
|
10,237
|
10,736
|
3,335
|
|||||||
Audited
statutory capital and surplus
|
101,466
|
83,396
|
64,034
|
|||||||
CFLIC:
|
||||||||||
Audited
statutory net income
|
1,470
|
2,410
|
4,057
|
|||||||
Audited
statutory capital and surplus
|
22,455
|
20,981
|
22,545
|
|||||||
NAI:
|
||||||||||
Audited
statutory net income
|
3,076
|
1,718
|
3,067
|
|||||||
Audited
statutory capital and surplus
|
16,150
|
14,442
|
12,489
|
|||||||
The
amount of dividends that can be paid to shareholders by insurance companies
domiciled in the State of Arizona is limited. Any dividend in excess of the
limit requires prior regulatory approval. At December 31, 2005, Oxford cannot
distribute any of its statutory surplus as dividends without regulatory
approval. RepWest paid $27.0 million in non-cash dividends to its parent
during
2005; payment was effected by a reduction in intercompany accounts.
Consequently, at December 31, 2005, RepWest did not have any statutory surplus
available for distribution without regulatory approval.
On
May
20, 2003, RepWest consented to an Order for Supervision issued by the State
of
Arizona Department of Insurance (“DOI”). The DOI determined that RepWest’s level
of risk based capital (“RBC”) allowed for regulatory control. Pursuant to this
order and Arizona law, during the period of supervision, RepWest could not
engage in certain activities without the prior approval of the DOI. The order
was abated on June 9, 2005.
F-39
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
21: Financial Information by Geographic Area
Financial
information by geographic area for fiscal 2006 is as follows:
Year
Ended
|
United
States
|
Canada
|
Consolidated
|
|||||||
(All
amounts are in thousands U.S. $'s)
|
||||||||||
March
31, 2006
|
||||||||||
Total
revenues
|
$
|
2,054,138
|
$
|
52,488
|
$
|
2,106,626
|
||||
Depreciation
and amortization, net of (gains) losses on disposal
|
161,704
|
5,374
|
167,078
|
|||||||
Interest
expense
|
68,722
|
759
|
69,481
|
|||||||
Pretax
earnings
|
199,847
|
426
|
200,273
|
|||||||
Income
tax expense
|
78,335
|
784
|
79,119
|
|||||||
Identifiable
assets
|
3,298,249
|
68,969
|
3,367,218
|
Financial
information by geographic area for fiscal 2005 is as follows:
Year
Ended
|
United
States
|
Canada
|
Consolidated
|
|||||||
(All
amounts are in thousands U.S. $'s)
|
||||||||||
March
31, 2005
|
||||||||||
Total
revenues
|
$
|
1,956,719
|
$
|
51,402
|
$
|
2,008,121
|
||||
Depreciation
and amortization, net of (gains) losses on disposal
|
145,167
|
4,448
|
149,615
|
|||||||
Interest
expense (income)
|
73,231
|
(26
|
)
|
73,205
|
||||||
Pretax
earnings
|
143,840
|
1,292
|
145,132
|
|||||||
Income
tax expense
|
55,708
|
-
|
55,708
|
|||||||
Identifiable
assets
|
3,044,012
|
72,161
|
3,116,173
|
Financial
information by geographic area for fiscal 2004 is as follows:
Year
Ended
|
United
States
|
Canada
|
Consolidated
|
|||||||
(All
amounts are in thousands U.S. $'s)
|
||||||||||
March
31, 2004
|
||||||||||
Total
revenues
|
$
|
2,109,831
|
$
|
66,163
|
$
|
2,175,994
|
||||
Depreciation
and amortization, net of (gains) losses on disposal
|
180,538
|
7,358
|
187,896
|
|||||||
Interest
expense
|
118,310
|
3,380
|
121,690
|
|||||||
Pretax
earnings (loss)
|
(1,166
|
)
|
6,391
|
5,225
|
||||||
Income
tax expense
|
6,963
|
1,114
|
8,077
|
|||||||
Identifiable
assets
|
3,328,411
|
66,337
|
3,394,748
|
F-40
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
21A: Consolidating Financial Information by Industry
Segment
AMERCO
has four reportable segments. They are Moving and Storage Operations, Property
and Casualty Insurance, Life Insurance and SAC Holding II. Management tracks
revenues separately, but does not report any separate measure of the
profitability for rental vehicles, rentals of self-storage spaces and sales
of
products that are required to be classified as a separate operating segment
and
accordingly does not present these as separate reportable segments. Deferred
income taxes are shown as liabilities on the consolidating
statements.
This
section includes condensed consolidating financial information which presents
the condensed consolidating balance sheets as of March 31, 2006 and 2005,
respectively and the related condensed consolidating statements of operations
and condensed consolidating cash flow statements for the years ended March
31,
2006, 2005, and 2004, respectively for:
(a) Moving
and Storage Operations comprised of AMERCO, U-Haul, and Real Estate and the
subsidiaries of U-Haul and Real Estate
(b) RepWest
and its subsidiary
(c)
Oxford and its subsidiaries
(d) SAC
Holding II and its subsidiaries
The
information includes elimination entries necessary to consolidate AMERCO,
the
parent with its subsidiaries and SAC Holding II and its
subsidiaries.
Investments
in subsidiaries are accounted for by the parent using the equity method of
accounting.
F-41
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
21A: Financial Information by Consolidating Industry
Segment:
Consolidating
balance sheets by industry segment as of March 31, 2006 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$
|
7
|
$
|
140,499
|
$
|
856
|
$
|
-
|
$
|
141,362
|
$
|
9,815
|
$
|
4,027
|
$
|
-
|
$
|
155,204
|
$
|
255
|
$
|
-
|
$
|
155,459
|
||||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
-
|
17,325
|
25
|
-
|
17,350
|
199,908
|
12,921
|
-
|
230,179
|
-
|
-
|
230,179
|
||||||||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
-
|
1,333
|
1,199
|
-
|
2,532
|
-
|
-
|
-
|
2,532
|
-
|
-
|
2,532
|
||||||||||||||||||||||||||||||||||
Inventories,
net
|
-
|
63,585
|
-
|
-
|
63,585
|
-
|
-
|
-
|
63,585
|
1,334
|
-
|
64,919
|
||||||||||||||||||||||||||||||||||
Prepaid
expenses
|
2,051
|
51,166
|
-
|
-
|
53,217
|
-
|
-
|
-
|
53,217
|
45
|
-
|
53,262
|
||||||||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
-
|
-
|
-
|
-
|
-
|
108,563
|
587,395
|
-
|
695,958
|
-
|
-
|
695,958
|
||||||||||||||||||||||||||||||||||
Investments,
other
|
-
|
1,314
|
7,853
|
-
|
9,167
|
113,456
|
86,738
|
-
|
209,361
|
-
|
-
|
209,361
|
||||||||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
-
|
-
|
-
|
-
|
-
|
1,160
|
46,661
|
-
|
47,821
|
-
|
-
|
47,821
|
||||||||||||||||||||||||||||||||||
Other
assets
|
2
|
54,390
|
40,866
|
-
|
95,258
|
2,027
|
438
|
-
|
97,723
|
4,371
|
-
|
102,094
|
||||||||||||||||||||||||||||||||||
Related
party assets
|
1,219,703
|
262,330
|
12,671
|
(1,147,881
|
)
|
(d
|
)
|
346,823
|
24,293
|
10,915
|
(30,156
|
)
|
(d
|
)
|
351,875
|
2,900
|
(84,307
|
)
|
(d
|
)
|
270,468
|
|||||||||||||||||||||||||
1,221,763
|
591,942
|
63,470
|
(1,147,881
|
)
|
729,294
|
459,222
|
749,095
|
(30,156
|
)
|
1,907,455
|
8,905
|
(84,307
|
)
|
1,832,053
|
||||||||||||||||||||||||||||||||
Investment
in subsidiaries
|
(262,277
|
)
|
-
|
-
|
526,979
|
(c
|
)
|
264,702
|
-
|
-
|
(264,702
|
)
|
(c
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Investment
in SAC Holding II
|
(14,275
|
)
|
-
|
-
|
-
|
(14,275
|
)
|
-
|
-
|
-
|
(14,275
|
)
|
-
|
14,275
|
(c
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
investment in subsidiaries and SAC Holding II
|
(276,552
|
)
|
-
|
-
|
526,979
|
250,427
|
-
|
-
|
(264,702
|
)
|
(14,275
|
)
|
-
|
14,275
|
-
|
|||||||||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||||||||||
Land
|
-
|
29,159
|
146,626
|
-
|
175,785
|
-
|
-
|
-
|
175,785
|
-
|
-
|
175,785
|
||||||||||||||||||||||||||||||||||
Buildings
and improvements
|
-
|
78,244
|
661,359
|
-
|
739,603
|
-
|
-
|
-
|
739,603
|
-
|
-
|
739,603
|
||||||||||||||||||||||||||||||||||
Furniture
and equipment
|
2,590
|
260,902
|
17,879
|
-
|
281,371
|
-
|
-
|
-
|
281,371
|
-
|
-
|
281,371
|
||||||||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
-
|
201,273
|
-
|
-
|
201,273
|
-
|
-
|
-
|
201,273
|
-
|
-
|
201,273
|
||||||||||||||||||||||||||||||||||
Rental
trucks
|
-
|
1,331,891
|
-
|
-
|
1,331,891
|
-
|
-
|
-
|
1,331,891
|
-
|
-
|
1,331,891
|
||||||||||||||||||||||||||||||||||
SAC
Holding II - property, plant and equipment (b)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
153,429
|
(74,212
|
)
|
(e
|
)
|
79,217
|
|||||||||||||||||||||||||||||||
2,590
|
1,901,469
|
825,864
|
-
|
2,729,923
|
-
|
-
|
-
|
2,729,923
|
153,429
|
(74,212
|
)
|
2,809,140
|
||||||||||||||||||||||||||||||||||
Less:
Accumulated depreciation
|
(334
|
)
|
(987,598
|
)
|
(285,687
|
)
|
-
|
(1,273,619
|
)
|
-
|
-
|
-
|
(1,273,619
|
)
|
(10,020
|
)
|
9,664
|
(e
|
)
|
(1,273,975
|
)
|
|||||||||||||||||||||||||
Total
property, plant and equipment
|
2,256
|
913,871
|
540,177
|
-
|
1,456,304
|
-
|
-
|
-
|
1,456,304
|
143,409
|
(64,548
|
)
|
1,535,165
|
|||||||||||||||||||||||||||||||||
Total
assets
|
$
|
947,467
|
$
|
1,505,813
|
$
|
603,647
|
$
|
(620,902
|
)
|
$
|
2,436,025
|
$
|
459,222
|
$
|
749,095
|
$
|
(294,858
|
)
|
$
|
3,349,484
|
$
|
152,314
|
$
|
(134,580
|
)
|
$
|
3,367,218
|
|||||||||||||||||||
(a)
Balances as of December 31, 2005
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Included in this caption is land of $57,169, buildings and improvements
of
$95,876, and furniture and equipment of $384
|
||||||||||||||||||||||||||||||||||||||||||||||
(c)
Eliminate investment in subsidiaries and SAC Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany receivables and payables
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of property from U-Haul to SAC Holding
II
|
F-42
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
balance sheets by industry segment as of March 31, 2006 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$
|
23,405
|
$
|
203,243
|
$
|
4,988
|
$
|
-
|
$
|
231,636
|
$
|
-
|
$
|
3,188
|
$
|
-
|
$
|
234,824
|
$
|
1,054
|
$
|
-
|
$
|
235,878
|
||||||||||||||||||||||
AMERCO's
notes and loans payable
|
-
|
212,133
|
753,501
|
-
|
965,634
|
-
|
-
|
-
|
965,634
|
-
|
-
|
965,634
|
||||||||||||||||||||||||||||||||||
SAC
Holding II Corporation notes and loans
payable,
non-recourse to AMERCO
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
76,232
|
-
|
76,232
|
||||||||||||||||||||||||||||||||||
Policy
benefits and losses, claims
and loss expenses payable
|
-
|
295,567
|
-
|
-
|
295,567
|
352,960
|
151,886
|
-
|
800,413
|
-
|
-
|
800,413
|
||||||||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
-
|
-
|
-
|
-
|
-
|
-
|
449,149
|
-
|
449,149
|
-
|
-
|
449,149
|
||||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
5,222
|
2,483
|
-
|
7,705
|
-
|
-
|
7,705
|
||||||||||||||||||||||||||||||||||
Deferred
income
|
-
|
14,412
|
-
|
-
|
14,412
|
6,136
|
-
|
-
|
20,548
|
798
|
-
|
21,346
|
||||||||||||||||||||||||||||||||||
Deferred
income taxes
|
181,355
|
-
|
-
|
-
|
181,355
|
(46,219
|
)
|
2,907
|
-
|
138,043
|
(2,967
|
)
|
(26,984
|
)
|
(d
|
)
|
108,092
|
|||||||||||||||||||||||||||||
Related
party liabilities
|
201
|
1,134,939
|
26,994
|
(1,147,881
|
)
|
(c
|
)
|
14,253
|
3,728
|
12,175
|
(30,156
|
)
|
(c
|
)
|
-
|
91,472
|
(84,307
|
)
|
(c
|
)
|
7,165
|
|||||||||||||||||||||||||
Total
liabilities
|
204,961
|
1,860,294
|
785,483
|
(1,147,881
|
)
|
1,702,857
|
321,827
|
621,788
|
(30,156
|
)
|
2,616,316
|
166,589
|
(111,291
|
)
|
2,671,614
|
|||||||||||||||||||||||||||||||
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
|
413,726
|
121,230
|
147,481
|
(268,711
|
)
|
(b
|
)
|
413,726
|
80,369
|
26,271
|
(106,640
|
)
|
(b
|
)
|
413,726
|
-
|
(46,071
|
)
|
(b
|
)
|
367,655
|
|||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(28,902
|
)
|
(29,996
|
)
|
-
|
29,996
|
(b
|
)
|
(28,902
|
)
|
386
|
331
|
(717
|
)
|
(b
|
)
|
(28,902
|
)
|
-
|
-
|
(28,902
|
)
|
||||||||||||||||||||||||
Retained
earnings (deficit)
|
765,277
|
(436,917
|
)
|
(329,318
|
)
|
766,235
|
(b
|
)
|
765,277
|
53,340
|
98,205
|
(151,545
|
)
|
(b
|
)
|
765,277
|
(14,275
|
)
|
22,782
|
(b,d
|
)
|
773,784
|
||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
(418,092
|
)
|
||||||||||||||||||||||||||||||
Unearned
employee stock ownership
plan shares
|
-
|
(9,338
|
)
|
-
|
-
|
(9,338
|
)
|
-
|
-
|
-
|
(9,338
|
)
|
-
|
-
|
-
|
(9,338
|
)
|
|||||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
742,506
|
(354,481
|
)
|
(181,836
|
)
|
526,979
|
733,168
|
137,395
|
127,307
|
(264,702
|
)
|
733,168
|
(14,275
|
)
|
(23,289
|
)
|
695,604
|
|||||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$
|
947,467
|
$
|
1,505,813
|
$
|
603,647
|
$
|
(620,902
|
)
|
$
|
2,436,025
|
$
|
459,222
|
$
|
749,095
|
$
|
(294,858
|
)
|
$
|
3,349,484
|
$
|
152,314
|
$
|
(134,580
|
)
|
$
|
3,367,218
|
|||||||||||||||||||
(a)
Balances as of December 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
|
||||||||||||||||||||||||||||||||||||||||||||||
F-43
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
balance sheets by industry segment as of March 31, 2005 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Assets:
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$
|
14
|
$
|
37,626
|
$
|
4,327
|
$
|
-
|
$
|
41,967
|
$
|
10,638
|
$
|
2,992
|
$
|
-
|
$
|
55,597
|
$
|
358
|
$
|
-
|
$55,955
|
||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
-
|
13,074
|
26
|
-
|
13,100
|
211,821
|
15,672
|
-
|
240,593
|
-
|
-
|
240,593
|
|||||||||||||||||||||||||||||||||||||
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
|
24,036
|
-
|
-
|
28,899
|
-
|
-
|
-
|
28,899
|
146
|
-
|
29,045
|
|||||||||||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
-
|
-
|
-
|
-
|
-
|
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
|
1,215
|
-
|
80,656
|
4,239
|
-
|
84,895
|
|||||||||||||||||||||||||||||||||||||
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
|
719,925
|
27,691
|
(650,371
|
)
|
568,679
|
528,993
|
829,891
|
(92,042
|
)
|
1,835,521
|
8,114
|
(81,930
|
)
|
1,761,705
|
|||||||||||||||||||||||||||||||||||
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
|
$
|
1,516,286
|
$
|
506,590
|
$
|
(1,616,620
|
)
|
$
|
2,099,150
|
$
|
528,993
|
$
|
829,891
|
$
|
(361,875
|
)
|
$
|
3,096,159
|
$
|
152,393
|
$
|
(132,379
|
)
|
$
3,116,173
|
|||||||||||||||||||||||
(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
|
|||||||||||||||||||||||||||||||||||||||||||||||||
F-44
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
balance sheets by industry segment as of March 31, 2005 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$
|
17,330
|
$
|
198,322
|
$
|
2,736
|
$
|
-
|
$
|
218,388
|
$
|
-
|
$
|
17,745
|
$
|
-
|
$
|
236,133
|
$
|
1,001
|
$
|
-
|
$
|
237,134
|
||||||||||||||||||||||
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
|
164,894
|
-
|
805,330
|
-
|
-
|
805,330
|
||||||||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
-
|
-
|
-
|
-
|
-
|
-
|
503,838
|
-
|
503,838
|
-
|
-
|
503,838
|
||||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
8,669
|
2,944
|
-
|
11,613
|
-
|
-
|
11,613
|
||||||||||||||||||||||||||||||||||
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
|
815,088
|
252,430
|
(650,371
|
)
|
1,488,399
|
374,157
|
714,894
|
(92,042
|
)
|
2,485,408
|
167,052
|
(109,126
|
)
|
2,543,334
|
|||||||||||||||||||||||||||||||
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)
|
(24,612
|
)
|
(33,344
|
)
|
-
|
33,344
|
(b
|
)
|
(24,612
|
)
|
1,879
|
6,806
|
(8,685
|
)
|
(b
|
)
|
(24,612
|
)
|
-
|
-
|
(24,612
|
)
|
||||||||||||||||||||||||
Retained
earnings (deficit)
|
657,434
|
623,663
|
106,678
|
(730,341
|
)
|
(b
|
)
|
657,434
|
79,735
|
89,256
|
(168,991
|
)
|
(b
|
)
|
657,434
|
(14,659
|
)
|
22,818
|
(b,d
|
)
|
665,593
|
|||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
(418,092
|
)
|
||||||||||||||||||||||||||||||
Unearned
employee stock ownership
plan shares
|
-
|
(10,891
|
)
|
-
|
-
|
(10,891
|
)
|
-
|
-
|
-
|
(10,891
|
)
|
-
|
-
|
(10,891
|
)
|
||||||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
621,642
|
701,198
|
254,160
|
(966,249
|
)
|
610,751
|
154,836
|
114,997
|
(269,833
|
)
|
610,751
|
(14,659
|
)
|
(23,253
|
)
|
572,839
|
||||||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$
|
1,692,894
|
$
|
1,516,286
|
$
|
506,590
|
$
|
(1,616,620
|
)
|
$
|
2,099,150
|
$
|
528,993
|
$
|
829,891
|
$
|
(361,875
|
)
|
$
|
3,096,159
|
$
|
152,393
|
$
|
(132,379
|
)
|
$
|
3,116,173
|
|||||||||||||||||||
(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
|
F-45
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
income statements by industry segment for period ending March 31, 2006 are
as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
1,503,569
|
$
|
-
|
$
|
-
|
$
|
1,503,569
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,503,569
|
$
|
9,498
|
$
|
(9,498
|
)
|
(b
|
)
|
$
|
1,503,569
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
101,437
|
1,813
|
-
|
103,250
|
-
|
-
|
-
|
103,250
|
18,869
|
-
|
122,119
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
207,119
|
-
|
-
|
207,119
|
-
|
-
|
-
|
207,119
|
16,602
|
-
|
223,721
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
23,988
|
-
|
-
|
23,988
|
-
|
-
|
-
|
23,988
|
-
|
(2,793
|
)
|
(g
|
)
|
21,195
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
120,352
|
(1,519
|
)
|
(c
|
)
|
118,833
|
-
|
-
|
118,833
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
26,001
|
-
|
-
|
(c
|
)
|
26,001
|
-
|
-
|
26,001
|
||||||||||||||||||||||||||||||||
Net
investment and interest income
|
5,108
|
24,894
|
23
|
-
|
30,025
|
11,357
|
21,964
|
(3,543
|
)
|
(d
|
)
|
59,803
|
-
|
(6,709
|
)
|
(d
|
)
|
53,094
|
||||||||||||||||||||||||||||
Other
revenue
|
459
|
36,926
|
61,910
|
(66,778
|
)
|
(b
|
)
|
32,517
|
-
|
5,764
|
(747
|
)
|
(b
|
)
|
37,534
|
1,270
|
(710
|
)
|
(b
|
)
|
38,094
|
|||||||||||||||||||||||||
Total
revenues
|
5,567
|
1,897,933
|
63,746
|
(66,778
|
)
|
1,900,468
|
37,358
|
148,080
|
(5,809
|
)
|
2,080,097
|
46,239
|
(19,710
|
)
|
2,106,626
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
12,722
|
1,085,602
|
6,197
|
(66,778
|
)
|
(b
|
)
|
1,037,743
|
10,769
|
27,009
|
(14,647
|
)
|
(b,c
|
)
|
1,060,874
|
22,909
|
(2,793
|
)
|
(g
|
)
|
1,080,990
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
189,599
|
-
|
-
|
189,599
|
-
|
-
|
-
|
189,599
|
-
|
(9,498
|
)
|
(b
|
)
|
180,101
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
105,872
|
-
|
-
|
105,872
|
-
|
-
|
-
|
105,872
|
7,263
|
-
|
113,135
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
22,590
|
85,732
|
8,838
|
(c
|
)
|
117,160
|
-
|
-
|
117,160
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
2,855
|
21,406
|
-
|
24,261
|
-
|
-
|
24,261
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
81
|
143,344
|
66
|
-
|
143,491
|
-
|
-
|
-
|
143,491
|
-
|
(710
|
)
|
(b
|
)
|
142,781
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
79
|
131,803
|
9,071
|
-
|
140,953
|
-
|
-
|
-
|
140,953
|
2,424
|
(560
|
)
|
(e
|
)
|
142,817
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
12,882
|
1,656,220
|
15,334
|
(66,778
|
)
|
1,617,658
|
36,214
|
134,147
|
(5,809
|
)
|
1,782,210
|
32,596
|
(13,561
|
)
|
1,801,245
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
163,004
|
-
|
-
|
(153,424
|
)
|
(f
|
)
|
9,580
|
-
|
-
|
(9,580
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
384
|
-
|
-
|
-
|
384
|
-
|
-
|
-
|
384
|
-
|
(384
|
)
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
163,388
|
-
|
-
|
(153,424
|
)
|
9,964
|
-
|
-
|
(9,580
|
)
|
384
|
-
|
(384
|
)
|
-
|
|||||||||||||||||||||||||||||||
Earnings
from operations
|
156,073
|
241,713
|
48,412
|
(153,424
|
)
|
292,774
|
1,144
|
13,933
|
(9,580
|
)
|
298,271
|
13,643
|
(6,533
|
)
|
305,381
|
|||||||||||||||||||||||||||||||
Interest
income (expense)
|
(24,636
|
)
|
(14,383
|
)
|
(24,331
|
)
|
-
|
(63,350
|
)
|
-
|
-
|
-
|
(63,350
|
)
|
(12,840
|
)
|
6,709
|
(d
|
)
|
(69,481
|
)
|
|||||||||||||||||||||||||
Fees
on early extinguishment of debt
|
(35,627
|
)
|
-
|
-
|
-
|
(35,627
|
)
|
-
|
-
|
-
|
(35,627
|
)
|
-
|
-
|
(35,627
|
)
|
||||||||||||||||||||||||||||||
Pretax
earnings
|
95,810
|
227,330
|
24,081
|
(153,424
|
)
|
193,797
|
1,144
|
13,933
|
(9,580
|
)
|
199,294
|
803
|
176
|
200,273
|
||||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
24,996
|
(87,910
|
)
|
(10,077
|
)
|
-
|
(72,991
|
)
|
(513
|
)
|
(4,984
|
)
|
-
|
(78,488
|
)
|
(419
|
)
|
(212
|
)
|
(e
|
)
|
(79,119
|
)
|
|||||||||||||||||||||||
Net
earnings
|
120,806
|
139,420
|
14,004
|
(153,424
|
)
|
120,806
|
631
|
8,949
|
(9,580
|
)
|
120,806
|
384
|
(36
|
)
|
121,154
|
|||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(12,963
|
)
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
(12,963
|
)
|
||||||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$
|
107,843
|
$
|
139,420
|
$
|
14,004
|
$
|
(153,424
|
)
|
$
|
107,843
|
$
|
631
|
$
|
8,949
|
$
|
(9,580
|
)
|
$
|
107,843
|
$
|
384
|
$
|
(36
|
)
|
$
|
108,191
|
|||||||||||||||||||
(a)
Balances for the year ended December 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 in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
F-46
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
income statements by industry segment for period ending March 31, 2005 are
as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
1,437,895
|
$
|
-
|
$
|
-
|
$
|
1,437,895
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,437,895
|
$
|
9,008
|
$
|
(9,008
|
)
|
(b
|
)
|
$
|
1,437,895
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
94,431
|
1,771
|
-
|
96,202
|
-
|
-
|
-
|
96,202
|
17,953
|
-
|
114,155
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
191,078
|
-
|
-
|
191,078
|
-
|
-
|
-
|
191,078
|
15,020
|
-
|
206,098
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
14,434
|
-
|
-
|
14,434
|
-
|
-
|
-
|
14,434
|
-
|
(2,595
|
)
|
(g
|
)
|
11,839
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
127,710
|
(1,474
|
)
|
(c
|
)
|
126,236
|
-
|
-
|
126,236
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
24,987
|
-
|
-
|
24,987
|
-
|
-
|
24,987
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
7,796
|
22,030
|
76
|
-
|
29,902
|
16,430
|
23,476
|
(5,109
|
)
|
(d
|
)
|
64,699
|
-
|
(7,960
|
)
|
(d
|
)
|
56,739
|
||||||||||||||||||||||||||||
Other
revenue
|
552
|
27,489
|
56,116
|
(62,001
|
)
|
(b
|
)
|
22,156
|
-
|
8,298
|
(763
|
)
|
(b
|
)
|
29,691
|
1,191
|
(710
|
)
|
(b
|
)
|
30,172
|
|||||||||||||||||||||||||
Total
revenues
|
8,348
|
1,787,357
|
57,963
|
(62,001
|
)
|
1,791,667
|
41,417
|
159,484
|
(7,346
|
)
|
1,985,222
|
43,172
|
(20,273
|
)
|
2,008,121
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
18,065
|
1,100,737
|
7,051
|
(62,001
|
)
|
(b
|
)
|
1,063,852
|
11,787
|
42,166
|
(16,504
|
)
|
(b,c
|
)
|
1,101,301
|
23,491
|
(2,595
|
)
|
(g
|
)
|
1,122,197
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
181,315
|
-
|
-
|
181,315
|
-
|
-
|
-
|
181,315
|
-
|
(9,008
|
)
|
(b
|
)
|
172,307
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
98,877
|
-
|
-
|
98,877
|
-
|
-
|
-
|
98,877
|
6,432
|
-
|
105,309
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
39,733
|
91,452
|
9,158
|
(c
|
)
|
140,343
|
-
|
-
|
140,343
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
4,711
|
23,801
|
-
|
28,512
|
-
|
-
|
28,512
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
90
|
151,937
|
37
|
-
|
152,064
|
-
|
-
|
-
|
152,064
|
-
|
(710
|
)
|
(b
|
)
|
151,354
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
31
|
114,038
|
4,811
|
-
|
118,880
|
-
|
-
|
-
|
118,880
|
2,783
|
(560
|
)
|
(e
|
)
|
121,103
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
18,186
|
1,646,904
|
11,899
|
(62,001
|
)
|
1,614,988
|
56,231
|
157,419
|
(7,346
|
)
|
1,821,292
|
32,706
|
(12,873
|
)
|
1,841,125
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
108,673
|
-
|
-
|
(117,135
|
)
|
(f
|
)
|
(8,462
|
)
|
-
|
-
|
8,462
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
(2,232
|
)
|
-
|
-
|
-
|
(2,232
|
)
|
-
|
-
|
-
|
(2,232
|
)
|
-
|
2,232
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
106,441
|
-
|
-
|
(117,135
|
)
|
(10,694
|
)
|
-
|
-
|
8,462
|
(2,232
|
)
|
-
|
2,232
|
-
|
|||||||||||||||||||||||||||||||
Earnings
(loss) from operations
|
96,603
|
140,453
|
46,064
|
(117,135
|
)
|
165,985
|
(14,814
|
)
|
2,065
|
8,462
|
161,698
|
10,466
|
(5,168
|
)
|
166,996
|
|||||||||||||||||||||||||||||||
Interest
income (expense)
|
(70,235
|
)
|
15,687
|
(12,430
|
)
|
-
|
(66,978
|
)
|
-
|
-
|
-
|
(66,978
|
)
|
(14,187
|
)
|
7,960
|
(d
|
)
|
(73,205
|
)
|
||||||||||||||||||||||||||
Litigation
settlement, net of costs, fees and expenses
|
51,341
|
-
|
-
|
-
|
51,341
|
-
|
-
|
-
|
51,341
|
-
|
-
|
51,341
|
||||||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
77,709
|
156,140
|
33,634
|
(117,135
|
)
|
150,348
|
(14,814
|
)
|
2,065
|
8,462
|
146,061
|
(3,721
|
)
|
2,792
|
145,132
|
|||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
11,367
|
(59,160
|
)
|
(13,479
|
)
|
-
|
(61,272
|
)
|
5,104
|
(817
|
)
|
-
|
(56,985
|
)
|
1,489
|
(212
|
)
|
(e
|
)
|
(55,708
|
)
|
|||||||||||||||||||||||||
Net
earnings (loss)
|
89,076
|
96,980
|
20,155
|
(117,135
|
)
|
89,076
|
(9,710
|
)
|
1,248
|
8,462
|
89,076
|
(2,232
|
)
|
2,580
|
89,424
|
|||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(12,963
|
)
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
(12,963
|
)
|
||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$
|
76,113
|
$
|
96,980
|
$
|
20,155
|
$
|
(117,135
|
)
|
$
|
76,113
|
$
|
(9,710
|
)
|
$
|
1,248
|
$
|
8,462
|
$
|
76,113
|
$
|
(2,232
|
)
|
$
|
2,580
|
$
|
76,461
|
|||||||||||||||||||
(a)
Balances for the year ended December 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 in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
F-47
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
income statements by industry segment for period ending March 31, 2004 are
as
follows
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holdings
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
1,380,991
|
$
|
217
|
$
|
-
|
$
|
1,381,208
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,381,208
|
$
|
29,155
|
$
|
(29,155
|
)
|
(b
|
)
|
$
|
1,381,208
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
118,335
|
2,869
|
-
|
121,204
|
-
|
-
|
-
|
121,204
|
126,436
|
-
|
247,640
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
182,327
|
61
|
-
|
182,388
|
-
|
-
|
-
|
182,388
|
50,577
|
-
|
232,965
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
12,974
|
-
|
-
|
12,974
|
-
|
-
|
-
|
12,974
|
-
|
(12,715
|
)
|
(g
|
)
|
259
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
147,753
|
(2,671
|
)
|
(c
|
)
|
145,082
|
-
|
-
|
145,082
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
93,242
|
-
|
(1,206
|
)
|
(c
|
)
|
92,036
|
-
|
-
|
92,036
|
|||||||||||||||||||||||||||||||
Net
investment and interest income
|
866
|
21,504
|
16,089
|
-
|
38,459
|
21,699
|
19,046
|
(4,088
|
)
|
(d
|
)
|
75,116
|
-
|
(36,835
|
)
|
(d
|
)
|
38,281
|
||||||||||||||||||||||||||||
Other
revenue
|
1,550
|
35,580
|
56,668
|
(61,159
|
)
|
(b
|
)
|
32,639
|
-
|
11,013
|
(2,497
|
)
|
(b
|
)
|
41,155
|
12,787
|
(15,419
|
)
|
(b
|
)
|
38,523
|
|||||||||||||||||||||||||
Total
revenues
|
2,416
|
1,751,711
|
75,904
|
(61,159
|
)
|
1,768,872
|
114,941
|
177,812
|
(10,462
|
)
|
2,051,163
|
218,955
|
(94,124
|
)
|
2,175,994
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
37,080
|
1,062,695
|
8,063
|
(61,159
|
)
|
(b
|
)
|
1,046,679
|
27,403
|
38,111
|
(15,056
|
)
|
(b,c
|
)
|
1,097,137
|
108,412
|
(25,553
|
)
|
(g
|
)
|
1,179,996
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
176,165
|
-
|
-
|
176,165
|
-
|
-
|
-
|
176,165
|
-
|
(29,155
|
)
|
(b
|
)
|
147,010
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
87,430
|
26
|
-
|
87,456
|
-
|
-
|
-
|
87,456
|
24,450
|
-
|
111,906
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
109,362
|
103,491
|
4,594
|
(c
|
)
|
217,447
|
-
|
-
|
217,447
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
14,126
|
24,957
|
-
|
39,083
|
-
|
-
|
39,083
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
786
|
159,869
|
2,653
|
-
|
163,308
|
-
|
-
|
-
|
163,308
|
-
|
(2,581
|
)
|
(b
|
)
|
160,727
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
39
|
125,093
|
4,209
|
-
|
129,341
|
-
|
-
|
-
|
129,341
|
21,400
|
(1,928
|
)
|
(e
|
)
|
148,813
|
|||||||||||||||||||||||||||||||
Restructuring
expenses
|
44,097
|
-
|
-
|
|
44,097
|
-
|
-
|
-
|
44,097
|
-
|
-
|
44,097
|
||||||||||||||||||||||||||||||||||
Total
costs and expenses
|
82,002
|
1,611,252
|
14,951
|
(61,159
|
)
|
1,647,046
|
150,891
|
166,559
|
(10,462
|
)
|
1,954,034
|
154,262
|
(59,217
|
)
|
2,049,079
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
98,368
|
-
|
-
|
(115,050
|
)
|
(f
|
)
|
(16,682
|
)
|
-
|
-
|
16,682
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holdings
|
(11,551
|
)
|
-
|
-
|
-
|
(11,551
|
)
|
-
|
-
|
-
|
(11,551
|
)
|
-
|
11,551
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holdings
|
86,817
|
-
|
-
|
(115,050
|
)
|
(28,233
|
)
|
-
|
-
|
16,682
|
(11,551
|
)
|
-
|
11,551
|
-
|
|||||||||||||||||||||||||||||||
Earnings
(loss) from operations
|
7,231
|
140,459
|
60,953
|
(115,050
|
)
|
93,593
|
(35,950
|
)
|
11,253
|
16,682
|
85,578
|
64,693
|
(23,356
|
)
|
126,915
|
|||||||||||||||||||||||||||||||
Interest
income (expense)
|
(56,968
|
)
|
8,560
|
(29,154
|
)
|
-
|
(77,562
|
)
|
-
|
-
|
-
|
(77,562
|
)
|
(80,963
|
)
|
36,835
|
(d
|
)
|
(121,690
|
)
|
||||||||||||||||||||||||||
Pretax
earnings (loss)
|
(49,737
|
)
|
149,019
|
31,799
|
(115,050
|
)
|
16,031
|
(35,950
|
)
|
11,253
|
16,682
|
8,016
|
(16,270
|
)
|
13,479
|
5,225
|
||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
45,690
|
(52,992
|
)
|
(12,776
|
)
|
-
|
(20,078
|
)
|
12,508
|
(4,493
|
)
|
-
|
(12,063
|
)
|
4,719
|
(733
|
)
|
(e
|
)
|
(8,077
|
)
|
|||||||||||||||||||||||||
Net
earnings (loss)
|
(4,047
|
)
|
96,027
|
19,023
|
(115,050
|
)
|
(4,047
|
)
|
(23,442
|
)
|
6,760
|
16,682
|
(4,047
|
)
|
(11,551
|
)
|
12,746
|
(2,852
|
)
|
|||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(12,963
|
)
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
(12,963
|
)
|
||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$
|
(17,010
|
)
|
$
|
96,027
|
$
|
19,023
|
$
|
(115,050
|
)
|
$
|
(17,010
|
)
|
$
|
(23,442
|
)
|
$
|
6,760
|
$
|
16,682
|
$
|
(17,010
|
)
|
$
|
(11,551
|
)
|
$
|
12,746
|
$
|
(15,815
|
)
|
|||||||||||||||
(a)
Balances for the year ended December 31, 2003
|
||||||||||||||||||||||||||||||||||||||||||||||
(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
Holdings
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holdings
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holdings and other intercompany
operating expenses
|
F-48
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
cash flow statements by industry segment for the year ended March 31, 2006,
are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$
|
120,806
|
$
|
139,420
|
$
|
14,004
|
$
|
(153,424
|
)
|
$
|
120,806
|
$
|
631
|
$
|
8,949
|
$
|
(9,580
|
)
|
$
|
120,806
|
$
|
384
|
$
|
(36
|
)
|
$
|
121,154
|
||||||||||
Earnings
from consolidated entities
|
(163,388
|
)
|
-
|
-
|
153,424
|
(9,964
|
)
|
-
|
-
|
9,580
|
(384
|
)
|
-
|
384
|
-
|
||||||||||||||||||||||
Depreciation
|
79
|
121,817
|
9,687
|
-
|
131,583
|
-
|
-
|
-
|
131,583
|
2,424
|
(560
|
)
|
133,447
|
||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
2,855
|
21,406
|
-
|
24,261
|
-
|
-
|
24,261
|
|||||||||||||||||||||||||
Change
in provision for losses on trade receivables
|
-
|
(188
|
)
|
-
|
-
|
(188
|
)
|
-
|
5
|
-
|
(183
|
)
|
-
|
-
|
(183
|
)
|
|||||||||||||||||||||
Change
in provision for losses on mortgage notes
|
-
|
(2,230
|
)
|
-
|
-
|
(2,230
|
)
|
-
|
-
|
-
|
(2,230
|
)
|
-
|
-
|
(2,230
|
)
|
|||||||||||||||||||||
Change
in provision for inventory reserve
|
-
|
2,458
|
-
|
-
|
2,458
|
-
|
-
|
-
|
2,458
|
-
|
-
|
2,458
|
|||||||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
-
|
9,986
|
(616
|
)
|
-
|
9,370
|
-
|
-
|
-
|
9,370
|
-
|
-
|
9,370
|
||||||||||||||||||||||||
Net
(gain) loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
1,377
|
1,031
|
-
|
2,408
|
-
|
-
|
2,408
|
|||||||||||||||||||||||||
Write-off
of unamortized debt issuance costs
|
13,629
|
-
|
-
|
-
|
13,629
|
-
|
-
|
-
|
13,629
|
-
|
-
|
13,629
|
|||||||||||||||||||||||||
Deferred
income taxes
|
22,940
|
(8
|
)
|
-
|
-
|
22,932
|
3,526
|
(300
|
)
|
-
|
26,158
|
2,006
|
265
|
28,429
|
|||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
(3,999
|
)
|
1
|
-
|
(3,998
|
)
|
11,913
|
2,746
|
-
|
10,661
|
-
|
-
|
10,661
|
|||||||||||||||||||||||
Inventories
|
-
|
(3,431
|
)
|
-
|
-
|
(3,431
|
)
|
-
|
-
|
-
|
(3,431
|
)
|
(165
|
)
|
-
|
(3,596
|
)
|
||||||||||||||||||||
Prepaid
expenses
|
3,142
|
(32,052
|
)
|
-
|
-
|
(28,910
|
)
|
-
|
-
|
-
|
(28,910
|
)
|
101
|
-
|
(28,809
|
)
|
|||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(2,742
|
)
|
(9,368
|
)
|
-
|
(12,110
|
)
|
-
|
-
|
(12,110
|
)
|
|||||||||||||||||||||
Other
assets
|
576
|
10,345
|
(14,684
|
)
|
-
|
(3,763
|
)
|
1,661
|
777
|
-
|
(1,325
|
)
|
(132
|
)
|
-
|
(1,457
|
)
|
||||||||||||||||||||
Related
party assets
|
(218
|
)
|
(14,223
|
)
|
(79
|
)
|
-
|
(14,520
|
)
|
4,932
|
(181
|
)
|
-
|
(9,769
|
)
|
(698
|
)
|
2,377
|
(8,090
|
)
|
|||||||||||||||||
Accounts
payable and accrued expenses
|
30,128
|
23,089
|
(4,009
|
)
|
-
|
49,208
|
-
|
(12,735
|
)
|
-
|
36,473
|
123
|
-
|
36,596
|
|||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
46,514
|
-
|
-
|
46,514
|
(38,423
|
)
|
(13,009
|
)
|
-
|
(4,918
|
)
|
-
|
-
|
(4,918
|
)
|
|||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
(3,447
|
)
|
(461
|
)
|
-
|
(3,908
|
)
|
-
|
-
|
(3,908
|
)
|
|||||||||||||||||||||
Deferred
income
|
-
|
2,672
|
(2
|
)
|
-
|
2,670
|
(6,007
|
)
|
554
|
-
|
(2,783
|
)
|
195
|
-
|
(2,588
|
)
|
|||||||||||||||||||||
Related
party liabilities
|
(447
|
)
|
(55,594
|
)
|
-
|
|
-
|
(56,041
|
)
|
(5,182
|
)
|
(140
|
)
|
21,252
|
(40,111
|
)
|
(1,475
|
)
|
(2,430
|
)
|
(44,016
|
)
|
|||||||||||||||
Net
cash provided (used) by operating activities
|
27,247
|
244,576
|
|
4,302
|
|
-
|
276,125
|
(28,906
|
)
|
(726
|
)
|
21,252
|
267,745
|
2,763
|
-
|
270,508
|
|||||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(2,298
|
)
|
(314,793
|
)
|
(65,025
|
)
|
-
|
(382,116
|
)
|
-
|
-
|
39,358
|
(342,758
|
)
|
(1,624
|
)
|
-
|
(344,382
|
)
|
||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(245,950
|
)
|
(288,156
|
)
|
-
|
(534,106
|
)
|
-
|
-
|
(534,106
|
)
|
|||||||||||||||||||||
Fixed
maturity investments
|
-
|
-
|
-
|
-
|
-
|
(51,021
|
)
|
(209,117
|
)
|
-
|
(260,138
|
)
|
-
|
-
|
(260,138
|
)
|
|||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(8,868
|
)
|
-
|
(8,868
|
)
|
-
|
-
|
(8,868
|
)
|
||||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
59,301
|
659
|
-
|
59,960
|
-
|
-
|
-
|
59,960
|
-
|
-
|
59,960
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
229,590
|
371,260
|
-
|
600,850
|
-
|
-
|
600,850
|
|||||||||||||||||||||||||
Fixed
maturity investments
|
-
|
-
|
-
|
-
|
-
|
28,863
|
130,753
|
-
|
159,616
|
-
|
-
|
159,616
|
|||||||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
6,769
|
-
|
6,769
|
-
|
-
|
6,769
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
10,030
|
1,620
|
-
|
11,650
|
-
|
-
|
11,650
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
56,571
|
19,175
|
(39,358
|
)
|
36,388
|
-
|
-
|
36,388
|
||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
33,014
|
(21,252
|
)
|
11,762
|
-
|
-
|
11,762
|
||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
1,917
|
(254
|
)
|
-
|
1,663
|
-
|
-
|
-
|
1,663
|
-
|
-
|
1,663
|
||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(2,298
|
)
|
(253,575
|
)
|
(64,620
|
)
|
-
|
(320,493
|
)
|
28,083
|
56,450
|
(21,252
|
)
|
(257,212
|
)
|
(1,624
|
)
|
-
|
(258,836
|
)
|
|||||||||||||||||
|
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the year ended December 31, 2005
|
F-49
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the year ended
March 31, 2006, are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
80,266
|
244,447
|
952,334
|
-
|
1,277,047
|
-
|
-
|
-
|
1,277,047
|
-
|
-
|
1,277,047
|
|||||||||||||||||||||||||
Principal
repayments on credit facilities
|
(860,274
|
)
|
(12,970
|
)
|
(218,856
|
)
|
-
|
(1,092,100
|
)
|
-
|
-
|
-
|
(1,092,100
|
)
|
(1,242
|
)
|
-
|
(1,093,342
|
)
|
||||||||||||||||||
Debt
issuance costs
|
-
|
(5,143
|
)
|
(24,445
|
)
|
-
|
(29,588
|
)
|
-
|
-
|
-
|
(29,588
|
)
|
-
|
-
|
(29,588
|
)
|
||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
-
|
1,553
|
-
|
-
|
1,553
|
-
|
-
|
-
|
1,553
|
-
|
-
|
1,553
|
|||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
768,015
|
|
(115,829
|
)
|
(652,186
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
Preferred
stock dividends paid
|
(12,963
|
)
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
-
|
(12,963
|
)
|
-
|
-
|
(12,963
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
20,322
|
-
|
20,322
|
-
|
-
|
20,322
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(75,011
|
)
|
-
|
(75,011
|
)
|
-
|
-
|
(75,011
|
)
|
||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(24,956
|
)
|
112,058
|
56,847
|
-
|
143,949
|
-
|
(54,689
|
)
|
-
|
89,260
|
(1,242
|
)
|
-
|
88,018
|
||||||||||||||||||||||
Effects
of exchange rate on cash
|
-
|
(186
|
)
|
-
|
-
|
(186
|
)
|
-
|
-
|
-
|
(186
|
)
|
-
|
-
|
(186
|
)
|
|||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
(7
|
)
|
102,873
|
(3,471
|
)
|
-
|
99,395
|
(823
|
)
|
1,035
|
-
|
99,607
|
(103
|
)
|
-
|
99,504
|
|||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
14
|
37,626
|
4,327
|
-
|
41,967
|
10,638
|
2,992
|
-
|
55,597
|
358
|
-
|
55,955
|
|||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
7
|
$
|
140,499
|
$
|
856
|
$
|
-
|
$
|
141,362
|
$
|
9,815
|
$
|
4,027
|
$
|
-
|
$
|
155,204
|
$
|
255
|
$
|
-
|
$
|
155,459
|
|||||||||||||
|
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the year ended December 31, 2005
|
F-50
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
cash flow statements by industry segment for the year ended March 31, 2005,
are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$
|
89,076
|
$
|
96,980
|
$
|
20,155
|
$
|
(117,135
|
)
|
$
|
89,076
|
$
|
(9,710
|
)
|
$
|
1,248
|
$
|
8,462
|
$
|
89,076
|
$
|
(2,232
|
)
|
$
|
2,580
|
$
|
89,424
|
||||||||||
Earnings
from consolidated entities
|
(106,441
|
)
|
-
|
-
|
117,135
|
10,694
|
-
|
-
|
(8,462
|
)
|
2,232
|
-
|
(2,232
|
)
|
-
|
||||||||||||||||||||||
Depreciation
|
31
|
107,234
|
8,603
|
-
|
115,868
|
-
|
-
|
-
|
115,868
|
2,783
|
(560
|
)
|
118,091
|
||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
4,711
|
23,801
|
-
|
28,512
|
-
|
-
|
28,512
|
|||||||||||||||||||||||||
Provision
for losses on accounts receivables
|
-
|
(620
|
)
|
-
|
-
|
(620
|
)
|
-
|
-
|
-
|
(620
|
)
|
114
|
-
|
(506
|
)
|
|||||||||||||||||||||
Provision
for inventory reserves
|
-
|
(1,000
|
)
|
-
|
-
|
(1,000
|
)
|
-
|
-
|
-
|
(1,000
|
)
|
-
|
-
|
(1,000
|
)
|
|||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
-
|
6,804
|
(3,792
|
)
|
-
|
3,012
|
-
|
-
|
-
|
3,012
|
-
|
-
|
3,012
|
||||||||||||||||||||||||
Net
(gain) loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
577
|
39
|
-
|
616
|
-
|
-
|
616
|
|||||||||||||||||||||||||
Deferred
income taxes
|
33,060
|
-
|
-
|
-
|
33,060
|
(3,740
|
)
|
(13,649
|
)
|
46,947
|
62,618
|
(1,505
|
)
|
-
|
61,113
|
||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
4,730
|
14,830
|
-
|
19,560
|
11,926
|
703
|
-
|
32,189
|
-
|
-
|
32,189
|
|||||||||||||||||||||||||
Inventories
|
-
|
(9,567
|
)
|
-
|
-
|
(9,567
|
)
|
-
|
-
|
-
|
(9,567
|
)
|
(289
|
)
|
-
|
(9,856
|
)
|
||||||||||||||||||||
Prepaid
expenses
|
(4,782
|
)
|
(1,918
|
)
|
2
|
-
|
(6,698
|
)
|
-
|
-
|
-
|
(6,698
|
)
|
(4
|
)
|
-
|
(6,702
|
)
|
|||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(2,141
|
)
|
(6,732
|
)
|
-
|
(8,873
|
)
|
-
|
-
|
(8,873
|
)
|
|||||||||||||||||||||
Other
assets
|
5,388
|
(28,134
|
)
|
(1,727
|
)
|
-
|
(24,473
|
)
|
(250
|
)
|
442
|
-
|
(24,281
|
)
|
394
|
-
|
(23,887
|
)
|
|||||||||||||||||||
Related
party assets
|
23,123
|
(6,069
|
)
|
701
|
41,674
|
59,429
|
18,377
|
17,955
|
(15,610
|
)
|
80,151
|
(2,204
|
)
|
(3,167
|
)
|
74,780
|
|||||||||||||||||||||
Accounts
payable and accrued expenses
|
(61,640
|
)
|
(13,864
|
)
|
(413
|
)
|
-
|
(75,917
|
)
|
(734
|
)
|
(19,846
|
)
|
-
|
(96,497
|
)
|
475
|
-
|
(96,022
|
)
|
|||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
42,458
|
-
|
-
|
42,458
|
(45,211
|
)
|
(12,865
|
)
|
-
|
(15,618
|
)
|
-
|
-
|
(15,618
|
)
|
|||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
(2,700
|
)
|
10,610
|
-
|
7,910
|
-
|
-
|
7,910
|
||||||||||||||||||||||||
Deferred
income
|
-
|
(11,329
|
)
|
(34
|
)
|
-
|
(11,363
|
)
|
(3,086
|
)
|
-
|
-
|
(14,449
|
)
|
42
|
-
|
(14,407
|
)
|
|||||||||||||||||||
Related
party liabilities
|
(21,652
|
)
|
47,024
|
(754
|
)
|
(41,674
|
)
|
(17,056
|
)
|
377
|
23,067
|
(31,337
|
)
|
(24,949
|
)
|
3,491
|
3,379
|
(18,079
|
)
|
||||||||||||||||||
Net
cash provided (used) by operating activities
|
(43,837
|
)
|
232,729
|
37,571
|
-
|
226,463
|
(31,604
|
)
|
24,773
|
-
|
219,632
|
1,065
|
-
|
220,697
|
|||||||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(3
|
)
|
(280,141
|
)
|
(4,267
|
)
|
-
|
(284,411
|
)
|
-
|
-
|
-
|
(284,411
|
)
|
(555
|
)
|
-
|
(284,966
|
)
|
||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(16,830
|
)
|
-
|
-
|
(16,830
|
)
|
-
|
-
|
(16,830
|
)
|
||||||||||||||||||||||
Fixed
maturity investments
|
-
|
-
|
-
|
-
|
-
|
(4,992
|
)
|
(93,219
|
)
|
-
|
(98,211
|
)
|
-
|
-
|
(98,211
|
)
|
|||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,349
|
)
|
-
|
(6,349
|
)
|
-
|
-
|
(6,349
|
)
|
||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
-
|
(63
|
)
|
-
|
(63
|
)
|
-
|
-
|
(63
|
)
|
||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,750
|
)
|
-
|
(2,750
|
)
|
-
|
-
|
(2,750
|
)
|
||||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
232,691
|
11,016
|
-
|
243,707
|
-
|
-
|
-
|
243,707
|
-
|
-
|
243,707
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
-
|
10,866
|
-
|
10,866
|
-
|
-
|
10,866
|
|||||||||||||||||||||||||
Fixed
maturity investments
|
-
|
-
|
-
|
-
|
-
|
36,336
|
115,688
|
-
|
152,024
|
-
|
-
|
152,024
|
|||||||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
56
|
-
|
-
|
56
|
-
|
-
|
56
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
12,000
|
3,803
|
-
|
15,803
|
-
|
-
|
15,803
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
15,672
|
513
|
-
|
16,185
|
-
|
-
|
16,185
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
5,368
|
-
|
5,368
|
-
|
-
|
5,368
|
|||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
717
|
619
|
-
|
1,336
|
-
|
-
|
-
|
1,336
|
-
|
-
|
1,336
|
|||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(3
|
)
|
(46,733
|
)
|
7,368
|
-
|
(39,368
|
)
|
42,242
|
33,857
|
-
|
36,731
|
(555
|
)
|
-
|
36,176
|
|||||||||||||||||||||
|
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the year ended December 31, 2004
|
F-51
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the year ended
March 31, 2005, are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
129,355
|
-
|
-
|
-
|
129,355
|
-
|
-
|
-
|
129,355
|
-
|
-
|
129,355
|
|||||||||||||||||||||||||
Principal
repayments on credit facilities
|
(212,242
|
)
|
-
|
-
|
-
|
(212,242
|
)
|
-
|
-
|
-
|
(212,242
|
)
|
(1,163
|
)
|
-
|
(213,405
|
)
|
||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
-
|
1,135
|
-
|
-
|
1,135
|
-
|
-
|
-
|
1,135
|
-
|
-
|
1,135
|
|||||||||||||||||||||||||
Payoff
of capital leases
|
-
|
(99,609
|
)
|
-
|
-
|
(99,609
|
)
|
-
|
-
|
-
|
(99,609
|
)
|
-
|
-
|
(99,609
|
)
|
|||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
155,908
|
(114,635
|
)
|
(41,273
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Preferred
stock dividends paid
|
(29,167
|
)
|
-
|
-
|
-
|
(29,167
|
)
|
-
|
-
|
-
|
(29,167
|
)
|
-
|
-
|
(29,167
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
26,331
|
-
|
26,331
|
-
|
-
|
26,331
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(97,137
|
)
|
-
|
(97,137
|
)
|
-
|
-
|
(97,137
|
)
|
||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
43,854
|
(213,109
|
)
|
(41,273
|
)
|
-
|
(210,528
|
)
|
-
|
(70,806
|
)
|
-
|
(281,334
|
)
|
(1,163
|
)
|
-
|
(282,497
|
)
|
||||||||||||||||||
Effects
of exchange rate on cash
|
-
|
22
|
-
|
-
|
22
|
-
|
-
|
-
|
22
|
-
|
-
|
22
|
|||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
14
|
(27,091
|
)
|
3,666
|
-
|
(23,411
|
)
|
10,638
|
(12,176
|
)
|
-
|
(24,949
|
)
|
(653
|
)
|
-
|
(25,602
|
)
|
|||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
-
|
64,717
|
661
|
-
|
65,378
|
-
|
15,168
|
-
|
80,546
|
1,011
|
-
|
81,557
|
|||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
14
|
$
|
37,626
|
$
|
4,327
|
$
|
-
|
$
|
41,967
|
$
|
10,638
|
$
|
2,992
|
$
|
-
|
$
|
55,597
|
$
|
358
|
$
|
-
|
$
|
55,955
|
|||||||||||||
|
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the year ended December 31, 2004
|
F-52
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
cash flow statements by industry segment for the year ended March 31, 2004
are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holdings
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$
|
(4,047
|
)
|
$
|
96,027
|
$
|
19,023
|
$
|
(115,050
|
)
|
$
|
(4,047
|
)
|
$
|
(23,442
|
)
|
$
|
6,760
|
$
|
16,682
|
$
|
(4,047
|
)
|
$
|
(11,551
|
)
|
$
|
12,746
|
$
|
(2,852
|
)
|
||||||
Earnings
from consolidated entities
|
(86,817
|
)
|
-
|
-
|
115,050
|
28,233
|
-
|
-
|
(16,682
|
)
|
11,551
|
-
|
(11,551
|
)
|
-
|
||||||||||||||||||||||
Depreciation
|
39
|
116,708
|
8,670
|
-
|
125,417
|
-
|
-
|
-
|
125,417
|
21,400
|
(1,928
|
)
|
144,889
|
||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
14,126
|
24,957
|
-
|
39,083
|
-
|
-
|
39,083
|
|||||||||||||||||||||||||
Provision
for losses on accounts receivables
|
-
|
(271
|
)
|
-
|
-
|
(271
|
)
|
-
|
-
|
-
|
(271
|
)
|
-
|
-
|
(271
|
)
|
|||||||||||||||||||||
Provision
for inventory reserves
|
-
|
(267
|
)
|
-
|
-
|
(267
|
)
|
-
|
-
|
-
|
(267
|
)
|
-
|
-
|
(267
|
)
|
|||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
-
|
8,385
|
(4,461
|
)
|
-
|
3,924
|
-
|
-
|
-
|
3,924
|
-
|
-
|
3,924
|
||||||||||||||||||||||||
Net
(gain) loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,962
|
)
|
-
|
(1,962
|
)
|
-
|
-
|
(1,962
|
)
|
||||||||||||||||||||||
Deferred
income taxes
|
4,909
|
(214,715
|
)
|
(94,914
|
)
|
312,193
|
7,473
|
(43,207
|
)
|
3,864
|
40,865
|
8,995
|
16,450
|
70,597
|
96,042
|
||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
1,557
|
(2,033
|
)
|
-
|
(476
|
)
|
680
|
6,683
|
-
|
6,887
|
-
|
-
|
6,887
|
|||||||||||||||||||||||
Inventories
|
-
|
(2,426
|
)
|
4
|
-
|
(2,422
|
)
|
-
|
-
|
-
|
(2,422
|
)
|
3,157
|
-
|
735
|
||||||||||||||||||||||
Prepaid
expenses
|
6
|
7,990
|
9
|
-
|
8,005
|
-
|
-
|
-
|
8,005
|
669
|
-
|
8,674
|
|||||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(4,763
|
)
|
(12,468
|
)
|
-
|
(17,231
|
)
|
-
|
-
|
(17,231
|
)
|
|||||||||||||||||||||
Other
assets
|
(7,166
|
)
|
(14,078
|
)
|
3,981
|
-
|
(17,263
|
)
|
219
|
(762
|
)
|
-
|
(17,806
|
)
|
20,002
|
-
|
2,196
|
||||||||||||||||||||
Related
party assets
|
(48,775
|
)
|
(43,558
|
)
|
-
|
60,943
|
(31,390
|
)
|
32,510
|
16,249
|
(113,106
|
)
|
(95,737
|
)
|
-
|
(151,424
|
)
|
(247,161
|
)
|
||||||||||||||||||
Accounts
payable and accrued expenses
|
127,770
|
(46,714
|
)
|
(10,158
|
)
|
-
|
70,898
|
(28,395
|
)
|
7,645
|
-
|
50,148
|
(10,868
|
)
|
-
|
39,280
|
|||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
37,929
|
-
|
-
|
37,929
|
(48,790
|
)
|
(5,033
|
)
|
-
|
(15,894
|
)
|
-
|
-
|
(15,894
|
)
|
|||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
(8,795
|
)
|
218
|
-
|
(8,577
|
)
|
-
|
-
|
(8,577
|
)
|
||||||||||||||||||||||
Deferred
income
|
(2,863
|
)
|
(7,898
|
)
|
(975
|
)
|
-
|
(11,736
|
)
|
15,229
|
14,279
|
-
|
17,772
|
(5,009
|
)
|
-
|
12,763
|
||||||||||||||||||||
Related
party liabilities
|
(123,269
|
)
|
264,942
|
95,668
|
(390,636
|
)
|
(153,295
|
)
|
8,533
|
(39,567
|
)
|
15,599
|
(168,730
|
)
|
(42,467
|
)
|
88,121
|
(123,076
|
)
|
||||||||||||||||||
Net
cash provided (used) by operating activities
|
(140,213
|
)
|
203,611
|
14,814
|
(17,500
|
)
|
60,712
|
(86,095
|
)
|
20,863
|
(56,642
|
)
|
(61,162
|
)
|
(8,217
|
)
|
6,561
|
(62,818
|
)
|
||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
(188,521
|
)
|
(4,042
|
)
|
-
|
(192,563
|
)
|
-
|
-
|
-
|
(192,563
|
)
|
(5,880
|
)
|
-
|
(198,443
|
)
|
|||||||||||||||||||
Fixed
maturity investments
|
-
|
-
|
-
|
-
|
-
|
(6,290
|
)
|
(71,094
|
)
|
-
|
(77,384
|
)
|
-
|
-
|
(77,384
|
)
|
|||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,736
|
)
|
-
|
(1,736
|
)
|
-
|
-
|
(1,736
|
)
|
||||||||||||||||||||||
Other
asset investments, net
|
-
|
811
|
-
|
-
|
811
|
(13,403
|
)
|
(43,413
|
)
|
56,642
|
637
|
-
|
-
|
637
|
|||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
(14,294
|
)
|
(2,862
|
)
|
-
|
(17,156
|
)
|
-
|
-
|
(17,156
|
)
|
|||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(450
|
)
|
-
|
(450
|
)
|
-
|
-
|
(450
|
)
|
||||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
45
|
42,589
|
11,022
|
-
|
53,656
|
-
|
-
|
-
|
53,656
|
9,519
|
-
|
63,175
|
|||||||||||||||||||||||||
Fixed
maturity investments
|
-
|
-
|
-
|
-
|
-
|
115,559
|
127,931
|
-
|
243,490
|
-
|
-
|
243,490
|
|||||||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
3,452
|
-
|
3,452
|
-
|
-
|
3,452
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
-
|
16,882
|
-
|
16,882
|
-
|
-
|
16,882
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
415
|
5,923
|
-
|
6,338
|
-
|
-
|
6,338
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
329
|
1,153
|
-
|
1,482
|
-
|
14,892
|
-
|
16,374
|
-
|
-
|
16,374
|
|||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
4,248
|
760
|
-
|
5,008
|
-
|
-
|
-
|
5,008
|
-
|
-
|
5,008
|
|||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
45
|
(140,544
|
)
|
8,893
|
-
|
(131,606
|
)
|
81,987
|
49,525
|
56,642
|
56,548
|
3,639
|
-
|
60,187
|
|||||||||||||||||||||||
|
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the year ended December 31, 2003
|
F-53
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Continuation
of consolidating
cash flow statements by industry segment for the year ended March 31, 2004
are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holdings
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
785,942
|
-
|
4
|
-
|
785,946
|
-
|
-
|
-
|
785,946
|
211,068
|
-
|
997,014
|
|||||||||||||||||||||||||
Principal
repayments on credit facilities
|
(745,407
|
)
|
(32,583
|
)
|
(101,506
|
)
|
-
|
(879,496
|
)
|
-
|
-
|
-
|
(879,496
|
)
|
(210,141
|
)
|
201,453
|
(888,184
|
)
|
||||||||||||||||||
Debt
issuance costs
|
(24,831
|
)
|
-
|
-
|
-
|
(24,831
|
)
|
-
|
-
|
-
|
(24,831
|
)
|
-
|
-
|
(24,831
|
)
|
|||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
(20
|
)
|
1,171
|
-
|
-
|
1,151
|
-
|
-
|
-
|
1,151
|
-
|
-
|
1,151
|
||||||||||||||||||||||||
Proceeds
from (repayment of) related party notes payable
|
(17,500
|
)
|
-
|
208,014
|
17,500
|
208,014
|
-
|
-
|
-
|
208,014
|
-
|
(208,014
|
)
|
-
|
|||||||||||||||||||||||
Proceeds
from (repayment of) related party loans
|
126,701
|
3,031
|
(129,732
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Preferred
stock dividends paid
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
50,990
|
-
|
50,990
|
-
|
-
|
50,990
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(115,530
|
)
|
-
|
(115,530
|
)
|
-
|
-
|
(115,530
|
)
|
||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
121,644
|
(28,381
|
)
|
(23,220
|
)
|
17,500
|
87,543
|
-
|
(64,540
|
)
|
-
|
23,003
|
927
|
(6,561
|
)
|
17,369
|
|||||||||||||||||||||
Effects
of exchange rate on cash
|
-
|
(15
|
)
|
-
|
-
|
(15
|
)
|
-
|
-
|
-
|
(15
|
)
|
-
|
-
|
(15
|
)
|
|||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
(18,524
|
)
|
34,671
|
487
|
-
|
16,634
|
(4,108
|
)
|
5,848
|
-
|
18,374
|
(3,651
|
)
|
-
|
14,723
|
||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
18,524
|
30,046
|
174
|
-
|
48,744
|
4,108
|
9,320
|
-
|
62,172
|
4,662
|
-
|
66,834
|
|||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
-
|
$
|
64,717
|
$
|
661
|
$
|
-
|
$
|
65,378
|
$
|
-
|
$
|
15,168
|
$
|
-
|
$
|
80,546
|
$
|
1,011
|
$
|
-
|
$
|
81,557
|
|||||||||||||
|
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the year ended December 31, 2003
|
F-54
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Note
22: Subsequent Events
Preferred
Stock Dividends
On
May 3,
2006, the Board of Directors of AMERCO, the holding Company for U-Haul
International, Inc., and other companies, declared a regular quarterly cash
dividend of $0.53125 per share on the Company’s Series A, 8 1/2 percent
Preferred Stock. The dividend was paid June 1, 2006 to holders of record
on May
15, 2006.
New
Financings
On
June
7, 2006, U-Haul International, Inc. and certain subsidiaries entered into a
$150.0 million term loan facility with BTMU Capital Corporation that
is expected
to be drawn down over the next several months to fund the acquisition
of new
rental trucks. The credit facility is secured by a portion of the Company’s new
truck rental fleet. The above discussion of select terms of the agreements
and
is qualified in its entirety by reference to our agreements with BTMU
Capital
Corporation filed as Exhibits 10.85, 10.86 and 10.87 hereto.
On June 7, 2006, U-Haul International, Inc. and certain subsidiaries
entered
into a $50.0 million term loan facility with Bayerische Hypo-und Vereinsbank
that is expected to be drawn down over the next several months to fund
the
acquisition of new rental trucks. The credit facility is secured by a
portion of
the Company’s new truck rental fleet. The above discussion of select terms of
the agreements and is qualified in its entirety by reference to our agreements
with Bayerische Hypo-und Vereinsbank filed as Exhibits 10.91 and 10.92
hereto.
The
existing Merrill Lynch Rental
Truck Amortizing Loan and Revolving Credit Agreement were amended to
clarify
their security interests in only those trucks serving as collateral for
those
loans. The above discussion is merely a description of select terms of
the
amendments and is qualified in its entirety by reference to such amendments
with
Merrill Lynch Commercial Finance Corporation filed as Exhibits 10.88
and 10.89
hereto.
F-55
ADDITIONAL
INFORMATION
NOTES
TO SUMMARY OF EARNINGS OF INDEPENDENT RENTAL FLEETS
The
following Summary of Earnings of Independent Rental Fleets is presented for
purposes of analysis and is not a required part of the basic financial
statements.
Year
Ended March 31,
|
||||||||||||||||
2006
|
2005
|
2004
|
2003
|
2002
|
||||||||||||
(In
thousands, except earnings per $100 of
average Investment)
|
||||||||||||||||
Earnings
data (Note A):
|
||||||||||||||||
Fleet
owner income:
|
||||||||||||||||
Credited
to fleet owner gross rental income
|
$
|
430
|
$
|
560
|
$
|
739
|
$
|
823
|
$
|
1,028
|
||||||
Credited
to trailer accident fund (Notes D and E)
|
27
|
34
|
46
|
49
|
61
|
|||||||||||
Total
fleet owner income
|
457
|
594
|
785
|
872
|
1,089
|
|||||||||||
Fleet
owner operation expenses:
|
||||||||||||||||
Charged
to fleet owner (Note C)
|
301
|
383
|
437
|
422
|
532
|
|||||||||||
Charged
to trailer accident fund (Note F)
|
6
|
7
|
8
|
9
|
15
|
|||||||||||
Total
fleet owner operation expenses
|
307
|
390
|
445
|
431
|
547
|
|||||||||||
Fleet
owner earnings before trailer accident fund credit, depreciation
and income taxes
|
130
|
177
|
304
|
402
|
496
|
|||||||||||
Trailer
accident fund credit (Note D)
|
20
|
27
|
36
|
39
|
46
|
|||||||||||
Net
fleet owner earnings before depreciation and income
taxes
|
150
|
204
|
340
|
441
|
542
|
|||||||||||
Investment
data (Note A):
|
||||||||||||||||
Amount
at end of year
|
717
|
967
|
1,202
|
1,389
|
1,663
|
|||||||||||
Average
amount during year
|
842
|
1,085
|
1,296
|
1,526
|
1,855
|
|||||||||||
Net
fleet owner earnings before depreciation and income taxes per $100
of
average investment (Note B) audited)
|
$
|
12.48
|
$
|
14.01
|
$
|
18.84
|
$
|
19.95
|
$
|
20.06
|
The
accompanying notes are an integral part of this Summary of Earnings of
Independent Rental Fleets.
(A)
The
accompanying Summary of Earnings of Independent Rental Fleets includes the
operations of rental equipment under the brand name of “U-Haul” owned by
independent fleet owners. Earnings data represent the aggregate results of
operations before depreciation and taxes. Investment data represent the cost
of
the rental equipment and investments before accumulated depreciation. Fleet
owner income is based on Independent Rental Dealer reports of rentals transacted
through the day preceding the last Monday of each month and received by U-Haul
International, Inc. by the end of the month and U-Haul Center reports of
rentals
transacted through the last day of each month. Payments to fleet owners for
trailers lost or retired from rental service as a result of damage by accident
have not been reflected in this summary because such payments do not relate
to
earnings before depreciation and income taxes but, rather, investment
(depreciation).
The
investment data is based upon the cost of the rental equipment to the fleet
owners as reflected by sales records of the U-Haul manufacturing facilities.
(B)
The
summary of earnings data stated in terms of an amount per $100 of average
investment represents the aggregate results of operations (earnings data)
divided by the average amount of investment during the periods. The average
amount of investment is based upon a simple average of the month-end investment
during each period. Average earnings data is not necessarily representative
of
an individual fleet owner’s earnings.
F-56
ADDITIONAL
INFORMATION
NOTES
TO SUMMARY OF EARNINGS OF INDEPENDENT RENTAL
FLEETS—(CONTINUED)
(C)
A
summary of operations expenses charged directly to independent fleet owners
follows:
Year
Ended March 31,
|
||||||||||||||||
2006
|
2005
|
2004
|
2003
|
2002
|
||||||||||||
(In
thousands)
|
||||||||||||||||
Licenses
|
$
|
24
|
$
|
31
|
$
|
41
|
$
|
52
|
$
|
86
|
||||||
Public
liability insurance
|
33
|
37
|
48
|
53
|
65
|
|||||||||||
Repairs
and maintenance
|
244
|
315
|
348
|
317
|
381
|
|||||||||||
$
|
301
|
$
|
383
|
$
|
437
|
$
|
422
|
$
|
532
|
|||||||
(D)
The
fleet owners and subsidiary U-Haul rental companies forego normal commissions
on
a portion of gross rental fees designated for transfer to the Trailer Accident
Fund (the “Fund”). Trailer accident repair expenses otherwise chargeable to
fleet owner, are paid from this Fund to the extent of the financial resources
of
the Fund. The amounts designated “Trailer Accident Fund credit” in the
accompanying summary of earnings represents independent fleet owner commissions
foregone, which exceed expenses borne by the Fund.
(E)
Commissions foregone for transfer to the Trailer Accident Fund
follow:
Fleet
Owners
|
|||||||||||||
Subsidiary
U-Haul
Companies
|
Subsidiary
Companies
|
Independent
|
Total
|
||||||||||
(In
thousands)
|
|||||||||||||
Year
ended:
|
|||||||||||||
March
31, 2006
|
$
|
9,285
|
$
|
4,972
|
$
|
27
|
$
|
14,284
|
|||||
March
31, 2005
|
8,450
|
4,516
|
34
|
13,000
|
|||||||||
March
31, 2004
|
7,704
|
4,102
|
46
|
11,852
|
|||||||||
March
31, 2003
|
6,845
|
3,637
|
49
|
10,531
|
|||||||||
March
31, 2002
|
6,385
|
3,377
|
61
|
9,823
|
|||||||||
(F)
A
summary of independent fleet owner expenses borne by the Trailer Accident
Fund
follows:
Fleet
Owners
|
|
||||||||||||||||||
Subsidiary
U-Haul
Companies
|
Subsidiary
Companies
|
Independent
|
Sub
Total
|
Trailer
Accident
Retirements
|
Total
Trailer
Accident
Repair
Expenses
|
||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Year
ended:
|
|||||||||||||||||||
March
31, 2006
|
$
|
2,170
|
$
|
1,162
|
$
|
6
|
$
|
3,338
|
$
|
443
|
$
|
3,781
|
|||||||
March
31, 2005
|
1,717
|
917
|
7
|
2,641
|
388
|
3,029
|
|||||||||||||
March
31, 2004
|
1,366
|
727
|
8
|
2,101
|
466
|
2,567
|
|||||||||||||
March
31, 2003
|
1,095
|
582
|
8
|
1,685
|
394
|
2,079
|
|||||||||||||
March
31, 2002
|
1,225
|
647
|
12
|
1,884
|
455
|
2,339
|
F-57
CONDENSED
FINANCIAL INFORMATION OF AMERCO
BALANCE
SHEETS
March
31,
|
|||||||
2006
|
2005
|
||||||
(In
thousands)
|
|||||||
ASSETS
|
|||||||
Cash
|
$
|
7
|
$
|
14
|
|||
Investment
in subsidiaries and SAC Holding II
|
(276,552
|
)
|
1,221,423
|
||||
Related
party assets
|
1,219,703
|
452,350
|
|||||
Other
assets
|
4,309
|
19,107
|
|||||
Total
assets
|
947,467
|
1,692,894
|
|||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Liabilities:
|
|||||||
Notes
and loans payable
|
$
|
-
|
$
|
780,008
|
|||
Related
party liabilities
|
201
|
115,499
|
|||||
Other
liabilities
|
204,760
|
175,745
|
|||||
204,961
|
1,071,252
|
||||||
Stockholders'
equity:
|
|||||||
Preferred
stock
|
-
|
-
|
|||||
Common
stock
|
10,497
|
10,497
|
|||||
Additional
paid-in capital
|
413,726
|
396,415
|
|||||
Accumulated
other comprehensive loss
|
(28,902
|
)
|
(24,612
|
)
|
|||
Retained
earnings:
|
|||||||
Beginning
of period
|
657,434
|
581,321
|
|||||
Net
earnings
|
120,806
|
89,076
|
|||||
Dividends
|
(12,963
|
)
|
(12,963
|
)
|
|||
1,160,598
|
1,039,734
|
||||||
Less:
Cost of common shares in treasury
|
(418,092
|
)
|
(418,092
|
)
|
|||
Total
stockholders' equity
|
742,506
|
621,642
|
|||||
Total
liabilities and stockholders' equity
|
$
|
947,467
|
$
|
1,692,894
|
|||
The
accompanying notes are an integral part of these consolidated financial
statements.
F-58
CONDENSED
FINANCIAL INFORMATION OF AMERCO
STATEMENTS
OF OPERATIONS
Years
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands, except share and per share data)
|
||||||||||
Revenues:
|
||||||||||
Net
interest income from subsidiaries
|
$
|
5,567
|
$
|
8,348
|
$
|
2,416
|
||||
Expenses:
|
||||||||||
Operating
expenses
|
12,722
|
18,065
|
37,080
|
|||||||
Restructuring
expenses
|
-
|
-
|
44,097
|
|||||||
Other
expenses
|
160
|
121
|
825
|
|||||||
Total
expenses
|
12,882
|
18,186
|
82,002
|
|||||||
Equity
in earnings of subsidiaries and SAC Holdings (a)
|
163,388
|
106,441
|
86,817
|
|||||||
Interest
expense
|
(24,636
|
)
|
(70,235
|
)
|
(56,968
|
)
|
||||
Fees
on early extinguishment of debt
|
(35,627
|
)
|
-
|
-
|
||||||
Litigation
settlement income, net of costs
|
-
|
51,341
|
-
|
|||||||
Pretax
earnings (loss)
|
95,810
|
77,709
|
(49,737
|
)
|
||||||
Income
tax benefit
|
24,996
|
11,367
|
45,690
|
|||||||
Net
earnings (loss)
|
120,806
|
89,076
|
(4,047
|
)
|
||||||
Less:
preferred stock dividends
|
(12,963
|
)
|
(12,963
|
)
|
(12,963
|
)
|
||||
Earnings
(loss) available to common shareholders
|
$
|
107,843
|
$
|
76,113
|
$
|
(17,010
|
)
|
|||
Basic
and diluted earnings (loss) per common share
|
$
|
5.17
|
$
|
3.66
|
$
|
(0.82
|
)
|
|||
Weighted
average common shares outstanding: Basic and diluted
|
20,857,108
|
20,804,773
|
20,749,998
|
|||||||
(a)
Fiscal 2006 and 2005 contain only SAC Holding Corporation II, fiscal
2004
includes SAC Holding Corporation and its
subsidiaries
|
F-59
CONDENSED
FINANCIAL INFORMATION OF AMERCO
STATEMENTS
OF CASH FLOWS
Year
Ended March 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
thousands)
|
||||||||||
Cash
flows from operating activities:
|
||||||||||
Net
earnings (loss)
|
$
|
120,806
|
$
|
89,076
|
$
|
(4,047
|
)
|
|||
Change
in investments in subsidiaries and SAC Holdings (a)
|
(163,388
|
)
|
(106,441
|
)
|
(86,817
|
)
|
||||
Depreciation
|
79
|
31
|
39
|
|||||||
Write-off
of unamortized debt issuance costs
|
13,629
|
-
|
-
|
|||||||
Deferred
income taxes
|
22,940
|
33,060
|
4,909
|
|||||||
Net
change in other operating assets and liabilities:
|
||||||||||
Prepaid
expenses
|
3,142
|
(4,782
|
)
|
6
|
||||||
Other
assets
|
576
|
5,388
|
(7,166
|
)
|
||||||
Related
party assets
|
(218
|
)
|
23,123
|
(48,775
|
)
|
|||||
Accounts
payable and accrued expenses
|
30,128
|
(61,640
|
)
|
127,770
|
||||||
Deferred
income
|
-
|
-
|
(2,863
|
)
|
||||||
Related
party liabilities
|
(447
|
)
|
(21,652
|
)
|
(123,269
|
)
|
||||
Net
cash provided (used) by operating activities
|
27,247
|
(43,837
|
)
|
(140,213
|
)
|
|||||
Cash
flows from investment activities:
|
||||||||||
Purchase
of property, plant and equipment
|
(2,298
|
)
|
(3
|
)
|
-
|
|||||
Proceeds
from sales of property, plant and equipment
|
-
|
-
|
45
|
|||||||
Net
cash provided (used) by investing activities
|
(2,298
|
)
|
(3
|
)
|
45
|
|||||
Cash
flows from financing activities:
|
||||||||||
Borrowings
from credit facilities
|
80,266
|
129,355
|
785,942
|
|||||||
Principal
repayments on credit facilities
|
(860,274
|
)
|
(212,242
|
)
|
(745,407
|
)
|
||||
Debt
issuance costs
|
-
|
-
|
(24,831
|
)
|
||||||
Leveraged
Employee Stock Ownership Plan - Repayments from loan
|
-
|
-
|
(20
|
)
|
||||||
Proceeds
from (repayment of) related party notes payable
|
-
|
-
|
(17,500
|
)
|
||||||
Proceeds
from (repayment of) intercompany loans
|
768,015
|
|
155,908
|
126,701
|
||||||
Preferred
stock dividends paid
|
(12,963
|
)
|
(29,167
|
)
|
(3,241
|
)
|
||||
Net
cash provided (used) by financing activities
|
(24,956
|
)
|
43,854
|
121,644
|
||||||
Increase
(decrease) in cash and cash equivalents
|
(7
|
)
|
14
|
(18,524
|
)
|
|||||
Cash
and cash equivalents at beginning of period
|
14
|
-
|
18,524
|
|||||||
Cash
and cash equivalents at end of period
|
$
|
7
|
$
|
14
|
$
|
-
|
||||
(a)
Fiscal 2006 and 2005 contain only SAC Holding Corporation II, fiscal
2004
includes SAC Holding Corporation and its
subsidiaries
|
Income
taxes paid in cash amounted to $43.3 million, $30.0 million and
$4.0 million for 2006, 2005 and 2004, respectively. Interest paid in cash
amounted to $59.8 million, $57.6 million and $40.3 million for 2006,
2005 and 2004, respectively.
The
accompanying notes are an integral part of these consolidated financial
statements.
F-60
CONDENSED
FINANCIAL INFORMATION OF AMERCO
NOTES
TO CONDENSED FINANCIAL INFORMATION
March
31, 2006, 2005, and 2004
1.
Summary of Significant Accounting Policies
AMERCO,
a
Nevada corporation, was incorporated in April, 1969, and is the holding Company
for
U-Haul
International, Inc., Amerco Real Estate Company, Republic Western Insurance
Company and Oxford Life Insurance Company. The financial statements of the
Registrant should be read in conjunction with the Consolidated Financial
Statements and notes thereto included in this Form 10-K.
AMERCO
is
included in a consolidated Federal income tax return with all of its U.S.
subsidiaries excluding Christian Fidelity Insurance Company, a subsidiary
of
Oxford. Accordingly, the provision for income taxes has been calculated for
Federal income taxes of AMERCO and subsidiaries included in the consolidated
return of the Registrant. State taxes for all subsidiaries are allocated
to the
respective subsidiaries.
The
financial statements include only the accounts of AMERCO, which include certain
of the corporate operations of AMERCO (excluding SAC Holdings). The interest
in
AMERCO’s majority owned subsidiaries is accounted for on the equity method. The
debt and related interest expense of AMERCO have been allocated to the
consolidated subsidiaries. The intercompany interest income and expenses
are
eliminated in the consolidated financial statements.
2.
Guarantees
AMERCO
has guaranteed performance of certain long-term leases and other obligations.
See Note 16 and Note 19 of Notes to the Consolidated Financial
Statements.
3.
Notes and Loans Payable
Notes
and
loans payable consist of the following:
March
31,
|
|||||||||||||
2006
Rate (a)
|
Maturities
|
2006
|
2005
|
||||||||||
(In
thousands)
|
|||||||||||||
Revolving
credit facility
|
-
|
-
|
$ |
-
|
$ |
84,862
|
|||||||
Senior
amortizing notes (secured)
|
-
|
-
|
-
|
346,500
|
|||||||||
Senior
notes, second lien (secured)
|
-
|
-
|
-
|
200,000
|
|||||||||
Senior
notes, subordinated (secured)
|
-
|
-
|
-
|
148,646
|
|||||||||
|
$ | $ |
780,008
|
||||||||||
(a)
Interest rate as of March 31, 2006
|
For
additional information, see Note 9 of Notes to Consolidated Financial Statements
on Page F-20.
F-61
AMERCO
AND CONSOLIDATED SUBSIDIARIES
VALUATION
AND QUALIFYING ACCOUNTS
Years
Ended March 31, 2006, 2005 and 2004
Balance
at Beginning of Year
|
Additions
Charged to Costs and Expenses
|
Additions
Charged to Other Accounts
|
Deductions
|
Balance
at Year End
|
||||||||||||
Year
ended March 31, 2006
|
(In
thousands)
|
|||||||||||||||
Allowance
for doubtful accounts
|
||||||||||||||||
(deducted
from trade receivable)
|
$
|
1,391
|
$
|
1,988
|
$
|
-
|
$
|
(2,177
|
)
|
$
|
1,202
|
|||||
Allowance
for doubtful accounts
|
|
|
|
|
|
|||||||||||
(deducted
from notes and mortgage receivable)
|
$
|
2,624
|
$
|
-
|
$
|
-
|
$
|
(2,230
|
)
|
$
|
394
|
|||||
Allowance
for LIFO
|
|
|
|
|
|
|||||||||||
(deducted
from inventory)
|
$
|
3,234
|
$
|
2,570
|
$
|
-
|
$
|
(111
|
) |
$
|
5,693
|
|||||
Allowance
for obsolescence
|
|
|
|
|
|
|||||||||||
(deducted
from inventory)
|
$
|
1,500
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,500
|
||||||
Year
ended March 31, 2005
|
||||||||||||||||
Allowance
for doubtful accounts
|
||||||||||||||||
(deducted
from trade receivable)
|
$
|
2,011
|
$
|
2,689
|
$
|
-
|
$
|
(3,309
|
)
|
$
|
1,391
|
|||||
Allowance
for doubtful accounts
|
|
|
|
|
|
|||||||||||
(deducted
from notes and mortgage receivable)
|
$
|
2,643
|
$
|
-
|
$
|
-
|
$
|
(19
|
)
|
$
|
2,624
|
|||||
Allowance
for LIFO
|
|
|
|
|
|
|||||||||||
(deducted
from inventory)
|
$
|
3,234
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
3,234
|
||||||
Allowance
for obsolescence
|
|
|
|
|
|
|||||||||||
(deducted
from inventory)
|
$
|
2,500
|
$
|
-
|
$
|
-
|
$
|
(1,000
|
)
|
$
|
1,500
|
|||||
Year
ended March 31, 2004
|
||||||||||||||||
Allowance
for doubtful accounts
|
||||||||||||||||
(deducted
from trade receivable)
|
$
|
2,282
|
$
|
1,905
|
$
|
-
|
$
|
(2,176
|
)
|
$
|
2,011
|
|||||
Allowance
for doubtful accounts
|
|
|
|
|
|
|||||||||||
(deducted
from notes and mortgage receivable)
|
$
|
4,134
|
$
|
-
|
$
|
-
|
$
|
(1,491
|
)
|
$
|
2,643
|
|||||
Allowance
for LIFO
|
|
|
|
|
|
|||||||||||
(deducted
from inventory)
|
$
|
1,105
|
$
|
2,129
|
$
|
-
|
$
|
-
|
$
|
3,234
|
||||||
Allowance
for obsolescence
|
|
-
|
|
|
|
|||||||||||
(deducted
from inventory)
|
$
|
4,896
|
$
|
-
|
$
|
-
|
$
|
(2,396
|
)
|
$
|
2,500
|
|||||
F-62
SCHEDULE
V
AMERCO
AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL
INFORMATION (FOR PROPERTY-CASUALTY INSURANCE UNDERWRITERS)
Years
Ended December 31, 2005, 2004 AND 2003
Year
|
Affiliation
with Registrant
|
Deferred
Policy Acquisiton Cost
|
Reserves
for Unpaid Claims and Adjustment Expenses
|
Discount
if any, Deducted
|
Unearned
Premiums
|
Net
Earned Premiums (1)
|
Net
Investment Income (2)
|
Claim
and Claim Adjustment Expenses Incurred Related to Current
Year
|
Claim
and Claim Adjustment Expenses Incurred Related to Prior
Year
|
Amortization
of Deferred Policy Acquisition Costs
|
Paid
Claims and Claim Adjustment Expense
|
Net
Premiums Written (1)
|
|||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||
2006
|
Consolidated
property casualty entity
|
$
|
1,160
|
$
|
346,928
|
N/A
|
$
|
2,557
|
$
|
26,001
|
$
|
12,639
|
$
|
6,429
|
$
|
16,161
|
$
|
2,855
|
$
|
48,453
|
$
|
25,771
|
|||||||||||||||
2005
|
Consolidated
property casualty entity
|
1,273
|
380,875
|
N/A
|
2,992
|
24,987
|
15,825
|
17,960
|
21,773
|
4,711
|
86,955
|
17,901
|
|||||||||||||||||||||||||
2004
|
Consolidated
property casualty entity
|
3,843
|
416,259
|
N/A
|
11,308
|
92,036
|
20,548
|
56,235
|
53,127
|
14,126
|
123,782
|
57,063
|
(1) The
earned and written premiums are reported net of intersegment transactions.
There
were no earned premiums eliminated for the year ended 2005 and 2004,
respectively.
(2) Net
Investment Income excludes net realized gains (losses) on investments of
($1.3) million, $0.6 million and $1.2 million for the years ended
2006, 2005 and 2004, respectively.
F-63
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
AMERCO
|
||||
By:
|
/s/
Edward J. Shoen
|
|||
Edward
J. Shoen
|
||||
Chairman
of the Board and President
|
||||
Dated:
June 8, 2006
|
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that
each
person whose signature appears below constitutes and appoints Edward J. Shoen
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and
all
capacities, to sign any and all amendments to this Form 10-K Annual Report,
and to file the same, with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting
unto
said attorney-in-fact and agent, full power and authority to do and perform
each
and every act or things requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do
in
person hereby ratifying and confirming all that said attorney-in-fact and
agent,
or his substitute or substitutes, may lawfully do or cause to be done by
virtue
hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the registrant and in
the
capacities and on the dates indicated.
Signature
|
Title
|
Date
|
|
/s/EDWARD
J. SHOEN
|
Chairman
of the Board and President (Principal
Executive Officer)
|
June
8, 2006
|
|
Edward
J. Shoen
|
|||
/s/JASON
A. BERG
|
Chief
Accounting Officer (Principal
Accounting Officer)
|
June
8, 2006
|
|
Jason
A. Berg
|
|||
/s/WILLIAM
E. CARTY
|
Director
|
June
8, 2006
|
|
William
E. Carty
|
|||
/s/JAMES
P. SHOEN
|
Director
|
June
8, 2006
|
|
James
P. Shoen
|
|||
/s/CHARLES
J. BAYER
|
Director
|
June
8, 2006
|
|
Charles
J. Bayer
|
|||
/s/JOHN
M. DODDS
|
Director
|
June
8, 2006
|
|
John
M. Dodds
|
|||
/s/DANIEL
R. MULLEN
|
Director
|
June
8, 2006
|
|
Daniel
R. Mullen
|
|||
/s/JOHN
P.
BROGAN
|
Director
|
June
8, 2006
|
|
John
P. Brogan
|
|||
/s/M.
FRANK LYONS
|
Director
|
June
8, 2006
|
|
M.
Frank Lyons
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
U-Haul
International, Inc.
|
||||
By:
|
/s/
Edward J. Shoen
|
|||
Edward
J. Shoen
|
||||
Chairman
of the Board and President
|
||||
Dated:
June 8, 2006
|
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that
each
person whose signature appears below constitutes and appoints Edward J. Shoen
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and
all
capacities, to sign any and all amendments to this Form 10-K Annual Report,
and to file the same, with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting
unto
said attorney-in-fact and agent, full power and authority to do and perform
each
and every act or things requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do
in
person hereby ratifying and confirming all that said attorney-in-fact and
agent,
or his substitute or substitutes, may lawfully do or cause to be done by
virtue
hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the registrant and in
the
capacities and on the dates indicated.
Signature
|
Title
|
Date
|
|
/s/EDWARD
J. SHOEN
|
Chairman
of the Board and President (Principal
Executive Officer)
|
June
8, 2006
|
|
Edward
J. Shoen
|
|||
/s/JASON
A. BERG
|
Chief Accounting
Officer (Principal Accounting
Officer)
|
June
8, 2006
|
|
Robert
T. Peterson
|
|||
/s/WILLIAM
E. CARTY
|
Director
|
June
8, 2006
|
|
William
E. Carty
|
|||
/s/SAMUEL
J. SHOEN
|
Director
|
June
8, 2006
|
|
Samuel
J. Shoen
|
|||
/s/ROBERT
A. DOLAN
|
Director
|
June
8, 2006
|
|
Robert
A. Dolan
|
|||
/s/DANIEL
R. MULLEN
|
Director
|
June
8, 2006
|
|
Daniel
R. Mullen
|
|||
/s/JOHN
M. DODDS
|
Director
|
June
8, 2006
|
|
John
M. Dodds
|
|||
/s/JOHN
C. TAYLOR
|
Director
|
June
8, 2006
|
|
John
C. Taylor
|
|||
/s/ROBERT T. PETERSON |
Chief Financial
Officer (U-Haul
International, Inc.)
|
June
8, 2006
|
|
Robert T. Peterson |