U-Haul Holding Co /NV/ - Quarter Report: 2006 December (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
R QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For
the quarterly period ended December 31, 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 85004-1158
|
||
Telephone
(602) 263-6645
|
Indicate
by check mark whether the registrant: (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes R
No
£
Indicate
by check mark whether the registrant is a large accelerated filer, accelerated
filer, or a non-accelerated filer. See definition of an “accelerated filer and
large accelerated filer” in Rule 12b-2 of the 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
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange
Act
of 1934 subsequent to the distribution of securities under a plan confirmed
by a
court. Yes R
No
£
21,284,604
shares of AMERCO Common Stock, $0.25 par value, were outstanding at February
6,
2007.
5,385
shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at February 6, 2007.
TABLE
OF CONTENTS
Page
No.
|
||
PART
I FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
6
-
33
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
34
- 56
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
56
- 57
|
Item
4.
|
Controls
and Procedures
|
57
|
PART
II OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
58
|
Item
1A.
|
Risk
Factors
|
58
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
58
|
Item
3.
|
Defaults
Upon Senior Securities
|
58
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
59
|
Item
5.
|
Other
Information
|
59
|
Item
6.
|
Exhibits
|
60
|
PART
I FINANCIAL INFORMATION
CONDENSED
CONSOLIDATED BALANCE SHEETS
December
31,
|
March
31,
|
||||||
2006
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
313,131
|
$
|
155,459
|
|||
Reinsurance
recoverables and trade receivables, net
|
214,517
|
230,179
|
|||||
Notes
and mortgage receivables, net
|
1,810
|
2,532
|
|||||
Inventories,
net
|
69,525
|
64,919
|
|||||
Prepaid
expenses
|
40,310
|
53,262
|
|||||
Investments,
fixed maturities and marketable equities
|
693,622
|
695,958
|
|||||
Investments,
other
|
176,240
|
209,361
|
|||||
Deferred
policy acquisition costs, net
|
42,466
|
47,821
|
|||||
Other
assets
|
94,858
|
102,094
|
|||||
Related
party assets
|
239,912
|
270,468
|
|||||
1,886,391
|
1,832,053
|
||||||
Property,
plant and equipment, at cost:
|
|||||||
Land
|
187,257
|
175,785
|
|||||
Buildings
and improvements
|
803,988
|
739,603
|
|||||
Furniture
and equipment
|
295,772
|
281,371
|
|||||
Rental
trailers and other rental equipment
|
201,277
|
201,273
|
|||||
Rental
trucks
|
1,505,270
|
1,331,891
|
|||||
SAC
Holding II - property, plant and equipment
|
79,946
|
79,217
|
|||||
3,073,510
|
2,809,140
|
||||||
Less:
Accumulated depreciation
|
(1,287,405
|
)
|
(1,273,975
|
)
|
|||
Total
property, plant and equipment
|
1,786,105
|
1,535,165
|
|||||
Total
assets
|
$
|
3,672,496
|
$
|
3,367,218
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
242,798
|
$
|
235,878
|
|||
AMERCO's
notes and loans payable
|
1,223,405
|
965,634
|
|||||
SAC
Holding II notes and loans payable, non-recourse to AMERCO
|
75,253
|
76,232
|
|||||
Policy
benefits and losses, claims and loss expenses payable
|
792,366
|
800,413
|
|||||
Liabilities
from investment contracts
|
402,431
|
449,149
|
|||||
Other
policyholders' funds and liabilities
|
9,476
|
7,705
|
|||||
Deferred
income
|
12,853
|
21,346
|
|||||
Deferred
income taxes
|
121,979
|
108,092
|
|||||
Related
party liabilities
|
3,408
|
7,165
|
|||||
Total
liabilities
|
2,883,969
|
2,671,614
|
|||||
Commitments
and contingencies (notes 3, 6 and 7)
|
|||||||
Stockholders'
equity:
|
|||||||
Series
preferred stock, with or without par value, 50,000,000 shares
authorized:
|
|||||||
Series
A preferred stock, with no par value, 6,100,000 shares
authorized;
|
|||||||
6,100,000
shares issued and outstanding as of December 31 and March 31, 2006
|
-
|
-
|
|||||
Series
B preferred stock, with no par value, 100,000 shares authorized;
none
|
|||||||
issued
and outstanding as of December 31 and March 31, 2006
|
-
|
-
|
|||||
Series
common stock, with or without par value, 150,000,000 shares
authorized:
|
|||||||
Series
A common stock of $0.25 par value, 10,000,000 shares
authorized;
|
|||||||
3,716,181
shares issued as of December 31 and March 31, 2006
|
929
|
929
|
|||||
Common
stock of $0.25 par value, 150,000,000 shares authorized;
|
|||||||
38,269,519
issued as of December 31 and March 31, 2006
|
9,568
|
9,568
|
|||||
Additional
paid-in capital
|
374,722
|
367,655
|
|||||
Accumulated
other comprehensive loss
|
(40,650
|
)
|
(28,902
|
)
|
|||
Retained
earnings
|
870,493
|
773,784
|
|||||
Cost
of common shares in treasury, net (20,701,096 shares as of
|
|||||||
December
31 and March 31, 2006)
|
(418,092
|
)
|
(418,092
|
)
|
|||
Unearned
employee stock ownership plan shares
|
(8,443
|
)
|
(9,338
|
)
|
|||
Total
stockholders' equity
|
788,527
|
695,604
|
|||||
Total
liabilities and stockholders' equity
|
$
|
3,672,496
|
$
|
3,367,218
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements
1
AMERCO
AND CONSOLIDATED ENTITIES
Quarter
Ended December 31,
|
||||||||||
2006
|
2005
|
|||||||||
(Unaudited)
|
||||||||||
(In thousands, except share and per share amounts)
|
||||||||||
Revenues:
|
||||||||||
Self-moving
equipment rentals
|
$
|
328,149
|
$
|
353,409
|
||||||
Self-storage
revenues
|
31,765
|
29,784
|
||||||||
Self-moving
and self-storage products and service sales
|
46,351
|
47,316
|
||||||||
Property
management fees
|
5,914
|
4,289
|
||||||||
Life
insurance premiums
|
29,454
|
30,743
|
||||||||
Property
and casualty insurance premiums
|
6,555
|
9,949
|
||||||||
Net
investment and interest income
|
13,019
|
12,807
|
||||||||
Other
revenue
|
5,631
|
7,373
|
||||||||
Total
revenues
|
466,838
|
495,670
|
||||||||
Costs
and expenses:
|
||||||||||
Operating
expenses
|
271,891
|
271,368
|
||||||||
Commission
expenses
|
39,316
|
42,548
|
||||||||
Cost
of sales
|
24,970
|
23,376
|
||||||||
Benefits
and losses
|
31,461
|
35,202
|
||||||||
Amortization
of deferred policy acquisition costs
|
4,220
|
5,754
|
||||||||
Lease
expense
|
36,701
|
37,182
|
||||||||
Depreciation,
net of (gains) losses on disposals
|
50,017
|
34,821
|
||||||||
Total
costs and expenses
|
458,576
|
450,251
|
||||||||
Earnings
from operations
|
8,262
|
45,419
|
||||||||
Interest
expense
|
(22,131
|
)
|
(17,791
|
)
|
||||||
Pretax
earnings (loss)
|
(13,869
|
)
|
27,628
|
|||||||
Income
tax benefit (expense)
|
4,389
|
(12,458
|
)
|
|||||||
Net
earnings (loss)
|
(9,480
|
)
|
15,170
|
|||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
(3,241
|
)
|
||||||
Earnings
(loss) available to common shareholders
|
$
|
(12,721
|
)
|
$
|
11,929
|
|||||
Basic
and diluted earnings (loss) per common share
|
$
|
(0.61
|
)
|
$
|
0.57
|
|||||
Weighted
average common shares outstanding:
|
||||||||||
Basic
and diluted
|
20,922,433
|
20,865,684
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
2
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine
Months Ended December 31,
|
||||||||||
2006
|
2005
|
|||||||||
(Unaudited)
|
||||||||||
(In thousands, except share and per share amounts)
|
||||||||||
Revenues:
|
||||||||||
Self-moving
equipment rentals
|
$
|
1,181,103
|
$
|
1,201,374
|
||||||
Self-storage
revenues
|
94,612
|
89,776
|
||||||||
Self-moving
and self-storage products and service sales
|
175,718
|
176,371
|
||||||||
Property
management fees
|
13,747
|
12,558
|
||||||||
Life
insurance premiums
|
91,493
|
90,050
|
||||||||
Property
and casualty insurance premiums
|
18,407
|
20,172
|
||||||||
Net
investment and interest income
|
42,757
|
38,873
|
||||||||
Other
revenue
|
22,563
|
31,470
|
||||||||
Total
revenues
|
1,640,400
|
1,660,644
|
||||||||
Costs
and expenses:
|
||||||||||
Operating
expenses
|
814,078
|
827,861
|
||||||||
Commission
expenses
|
142,457
|
143,763
|
||||||||
Cost
of sales
|
88,734
|
85,337
|
||||||||
Benefits
and losses
|
90,909
|
89,225
|
||||||||
Amortization
of deferred policy acquisition costs
|
14,671
|
17,806
|
||||||||
Lease
expense
|
112,095
|
107,055
|
||||||||
Depreciation,
net of (gains) losses on disposals
|
132,775
|
103,380
|
||||||||
Total
costs and expenses
|
1,395,719
|
1,374,427
|
||||||||
Earnings
from operations
|
244,681
|
286,217
|
||||||||
Interest
expense
|
(61,656
|
)
|
(52,672
|
)
|
||||||
Fees
and amortization on early extinguishment of debt
|
(6,969
|
)
|
(35,627
|
)
|
||||||
Pretax
earnings
|
176,056
|
197,918
|
||||||||
Income
tax expense
|
(69,624
|
)
|
(78,564
|
)
|
||||||
Net
earnings
|
106,432
|
119,354
|
||||||||
Less:
Preferred stock dividends
|
(9,723
|
)
|
(9,723
|
)
|
||||||
Earnings
available to common shareholders
|
$
|
96,709
|
$
|
109,631
|
||||||
Basic
and diluted earnings per common share
|
$
|
4.62
|
$
|
5.26
|
||||||
Weighted
average common shares outstanding:
|
||||||||||
Basic
and diluted
|
20,910,089
|
20,850,254
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
3
AMERCO
AND CONSOLIDATED ENTITIES
Quarter
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Comprehensive
income (loss):
|
|||||||
Net
earnings (loss)
|
$
|
(9,480
|
)
|
$
|
15,170
|
||
Other
comprehensive income (loss), net of tax:
|
|||||||
Foreign
currency translation
|
(3,396
|
)
|
(587
|
)
|
|||
Unrealized
gain (loss) on investments, net
|
3,777
|
(2,629
|
)
|
||||
Fair
market value of cash flow hedges
|
191
|
(128
|
)
|
||||
Total
comprehensive income (loss)
|
$
|
(8,908
|
)
|
$
|
11,826
|
||
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Comprehensive
income:
|
|||||||
Net
earnings
|
$
|
106,432
|
$
|
119,354
|
|||
Other
comprehensive income (loss), net of tax:
|
|||||||
Foreign
currency translation
|
(2,336
|
)
|
(689
|
)
|
|||
Unrealized
loss on investments, net
|
(912
|
)
|
(1,373
|
)
|
|||
Fair
market value of cash flow hedges
|
(8,500
|
)
|
3,119
|
||||
Total
comprehensive income
|
$
|
94,684
|
$
|
120,411
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
4
AMERCO
AND CONSOLIDATED ENTITIES
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Cash
flow from operating activities:
|
|||||||
Net
earnings
|
$
|
106,432
|
$
|
119,354
|
|||
Depreciation
|
133,571
|
96,219
|
|||||
Amortization
of deferred policy acquisition costs
|
14,671
|
17,806
|
|||||
Change
in provision for losses on trade receivables
|
202
|
(24
|
)
|
||||
Change
in provision for losses on mortgage notes
|
(30
|
)
|
(1,216
|
)
|
|||
Net
(gain) loss on sale of real and personal property
|
(796
|
)
|
7,161
|
||||
Net
loss on sale of investments
|
1,615
|
3,041
|
|||||
Write-off
of unamortized debt issuance costs
|
6,969
|
13,629
|
|||||
Deferred
income taxes
|
15,451
|
50,556
|
|||||
Net
change in other operating assets and liabilities:
|
|||||||
Reinsurance
recoverables and trade receivables
|
18,841
|
(1,642
|
)
|
||||
Inventories
|
(3,082
|
)
|
(7,276
|
)
|
|||
Prepaid
expenses
|
4,325
|
(2,288
|
)
|
||||
Capitalization
of deferred policy acquisition costs
|
(4,192
|
)
|
(8,963
|
)
|
|||
Other
assets
|
2,487
|
2,215
|
|||||
Related
party assets
|
40,279
|
5,589
|
|||||
Accounts
payable and accrued expenses
|
15,145
|
(5,694
|
)
|
||||
Policy
benefits and losses, claims and loss expenses payable
|
(16,758
|
)
|
(5,618
|
)
|
|||
Other
policyholders' funds and liabilities
|
1,622
|
(14,878
|
)
|
||||
Deferred
income
|
(2,359
|
)
|
(17,485
|
)
|
|||
Related
party liabilities
|
(23,634
|
)
|
2,884
|
||||
Net
cash provided by operating activities
|
310,759
|
253,370
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of:
|
|||||||
Property,
plant and equipment
|
(455,598
|
)
|
(252,362
|
)
|
|||
Short
term investments
|
(171,177
|
)
|
(369,804
|
)
|
|||
Fixed
maturities investments
|
(74,194
|
)
|
(183,677
|
)
|
|||
Real
estate
|
-
|
(2,362
|
)
|
||||
Mortgage
loans
|
(9,550
|
)
|
(5,838
|
)
|
|||
Proceeds
from sale of:
|
|||||||
Property,
plant and equipment
|
71,668
|
46,842
|
|||||
Short
term investments
|
199,080
|
426,784
|
|||||
Fixed
maturities investments
|
71,181
|
119,855
|
|||||
Cash
received in excess of purchase for company acquired
|
1,235
|
-
|
|||||
Equity
securities
|
-
|
10,615
|
|||||
Preferred
stock
|
225
|
8,403
|
|||||
Real
estate
|
9,542
|
45,425
|
|||||
Mortgage
loans
|
4,835
|
10,338
|
|||||
Payments
from notes and mortgage receivables
|
752
|
1,343
|
|||||
Net
cash used by investing activities
|
(352,001
|
)
|
(144,438
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Borrowings
from credit facilities
|
321,189
|
1,248,550
|
|||||
Principal
repayments on credit facilities
|
(64,383
|
)
|
(1,087,716
|
)
|
|||
Debt
issuance costs
|
(2,323
|
)
|
(29,597
|
)
|
|||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
895
|
1,251
|
|||||
Preferred
stock dividends paid
|
(9,723
|
)
|
(9,723
|
)
|
|||
Investment
contract deposits
|
12,634
|
15,471
|
|||||
Investment
contract withdrawals
|
(59,353
|
)
|
(55,943
|
)
|
|||
Net
cash provided by financing activities
|
198,936
|
82,293
|
|||||
Effects
of exchange rate on cash
|
(22
|
)
|
(30
|
)
|
|||
Increase
in cash equivalents
|
157,672
|
191,195
|
|||||
Cash
and cash equivalents at the beginning of period
|
155,459
|
55,955
|
|||||
Cash
and cash equivalents at the end of period
|
$
|
313,131
|
$
|
247,150
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
5
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2006, December 31, 2005 (Unaudited) and March 31,
2006,
1. Basis
of Presentation
The
third
fiscal quarter for AMERCO ends on the 31st
of
December for each year that is referenced. Our insurance company subsidiaries
have a third quarter that ends on the 30th
of
September for each year that is referenced. They have been consolidated on
that
basis. Our insurance companies’ financial reporting processes conform to
calendar year reporting as required by state insurance departments. Management
believes that consolidating their calendar year quarters into our fiscal year
quarterly financial statements does not materially affect the financial position
or results of operations. The Company discloses any material events occurring
during the intervening period. Consequently, all references to our insurance
subsidiaries’ years 2006 and 2005 correspond to the Company’s fiscal years 2007
and 2006.
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
consolidated financial statements for the third quarter and the first nine
months of fiscal 2007 and fiscal 2006, and the balance sheet as of March 31,
2006 include the accounts of AMERCO and its wholly-owned subsidiaries and SAC
Holding II Corporation and its subsidiaries (“SAC Holding II”).
The
condensed consolidated balance sheet as of December 31, 2006 and the related
condensed consolidated statements of operations and comprehensive income (loss)
for the third quarter and the first nine months and the cash flows for the
first
nine months ended fiscal 2007 and 2006 are unaudited.
In
our
opinion, all adjustments necessary for the fair presentation of such condensed
consolidated financial statements have been included. Such adjustments consist
only of normal recurring items. Interim results are not necessarily indicative
of results for a full year. The information in this 10-Q should be read in
conjunction with Management’s Discussion and Analysis and financial statements
and notes thereto included in the AMERCO 2006 Form 10-K.
Intercompany
accounts and transactions have been eliminated.
Description
of Legal Entities
AMERCO,
a
Nevada corporation (“AMERCO”), is the holding company for:
U-Haul
International, Inc. (“U-Haul”),
Amerco
Real Estate Company (“Real Estate”),
Republic
Western Insurance Company (“RepWest”) 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”)
Dallas
General Life Insurance Company (“DGLIC”),
Unless
the context otherwise requires, the term “Company,” “we,” “us” or “our” refers
to AMERCO and its legal subsidiaries.
6
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Description
of Operating Segments
AMERCO
has four reportable segments. They are Moving and Storage Operations, Property
and Casualty Insurance, Life Insurance and SAC Holding II.
Moving
and Storage Operations include AMERCO, U-Haul and Real Estate and the
wholly-owned subsidiaries of U-Haul and Real Estate and consist of the rental
of
trucks and trailers, sales of moving supplies, sales of 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, 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 earnings 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).
2.
Earnings (loss) per Share
Net
earnings (loss) for purposes of computing earnings (loss) per common share
are
net earnings (loss) less preferred stock dividends. Preferred stock dividends
include accrued dividends of AMERCO.
The
shares used in the computation of the Company’s basic and diluted earnings
(loss) per common share were as follows:
Quarter
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
Basic
and diluted earnings (loss) per common share
|
$
|
(0.61
|
)
|
$
|
0.57
|
||
Weighted
average common shares outstanding:
|
|||||||
Basic
and diluted
|
20,922,433
|
20,865,684
|
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
Basic
and diluted earnings per common share
|
$
|
4.62
|
$
|
5.26
|
|||
Weighted
average common shares outstanding:
|
|||||||
Basic
and diluted
|
20,910,089
|
20,850,254
|
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
356,774 and 405,058 as of December 31, 2006 and December 31, 2005, 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.
7
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
3.
Borrowings
Long-Term
Debt
Long-term
debt was as follows:
December
31,
|
March
31,
|
||||||||||||
2006
Rate (a)
|
Maturities
|
2006
|
2006
|
||||||||||
(Unaudited)
|
|||||||||||||
(In
thousands)
|
|||||||||||||
Real
estate loan (amortizing term)
|
6.93
|
%
|
2018
|
$
|
297,500
|
$
|
242,585
|
||||||
Real
estate loan (revolving credit)
|
-
|
2018
|
-
|
-
|
|||||||||
Senior
mortgages
|
5.47%-5.75
|
%
|
2015
|
523,906
|
531,309
|
||||||||
Mezzanine
loan (floating) (b)
|
-
|
-
|
-
|
19,393
|
|||||||||
Construction
loan (revolving credit)
|
-
|
2009
|
-
|
-
|
|||||||||
Working
capital loan (revolving credit)
|
-
|
2008
|
-
|
-
|
|||||||||
Fleet
loans (amortizing term)
|
6.81%-7.42
|
%
|
2012-2013
|
311,999
|
82,347
|
||||||||
Fleet
loan (revolving credit)
|
7.10
|
%
|
2010
|
90,000
|
90,000
|
||||||||
Total
AMERCO notes and loans payable
|
$
|
1,223,405
|
$
|
965,634
|
|||||||||
(a)
Interest rate as of December 31, 2006, including the effect of applicable
hedging instruments
|
|||||||||||||
(b)
Paid in full on August 30, 2006
|
|||||||||||||
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 with an original maturity date of June 10, 2010. On August 18, 2006,
the
loan was amended to increase the availability to $500.0 million and extend
the
final maturity date to August 2018. The loan is comprised of a term loan
facility with initial availability of $300.0 million and a revolving credit
facility with an availability of $200.0 million. As of December 31, 2006 the
outstanding balance on the Real Estate Loan was $297.5 million, with no portion
of the revolver drawn down. On the date of the amendment, the Company expensed
$7.0 million of deferred charges associated with the initial loan. U-Haul
International, Inc. is a guarantor of this loan.
The
amortizing term portion of the Real Estate Loan requires monthly principal
and
interest payments, with the unpaid loan balance and accrued and unpaid interest
due at maturity. The revolving credit portion of the Real Estate Loan requires
monthly interest payments when drawn, with the unpaid loan balance and any
accrued and unpaid interest due at maturity. The Real Estate Loan is secured
by
various properties owned by the borrowers.
The
interest rate, per the provisions of the amended Loan Agreement, is the
applicable London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At
December 31, 2006 the applicable LIBOR was 5.35% and the applicable margin
was
1.50%, the sum of which was 6.85%. The applicable margin ranges from 1.50%
to
2.00%. The rate on the term facility portion of the loan is hedged with an
interest rate swap fixing the rate at 6.93% based on current margin. Refer
to
Item 3 “Quantitative and Qualitative Disclosures about Market Risk” of this
filing for additional information.
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.
8
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Senior
Mortgages
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under the Senior Mortgages. The lenders for the Senior Mortgages
are
Merrill Lynch Mortgage Lending, Inc. and Morgan Stanley Mortgage Capital, Inc.
The Senior Mortgages loan balances as of December 31, 2006 are in the aggregate
amount of $467.6 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 the loan balance as of December 31, 2006
is
$9.5 million ($11.1 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 balance
as of December 31, 2006 is $23.6 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 balance as of December 31, 2006 is $23.2 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.
Construction/
Working Capital Loans
Amerco
Real Estate Company and a subsidiary of U-Haul International, Inc. entered
into
a revolving credit facility with MidFirst Bank effective June 29, 2006. The
maximum amount that can be drawn at any one time is $40.0 million. The final
maturity is June 2009. As of December 31, 2006 the Company had not drawn on
this
line.
The
Construction Loan requires monthly interest only payments with the principal
and
any accrued and unpaid interest due at maturity. The loan can be used to develop
new or existing storage properties. The loan will be secured by the properties
being constructed. The interest rate, per the provision of the Loan Agreement,
is the applicable LIBOR plus a margin of 1.50%. The default provisions of the
loan include non-payment of principal or interest and other standard reporting
and change-in-control covenants.
Amerco
Real Estate Company is a borrower under an asset backed loan. The lender is
JP
Morgan Chase Bank, and the loan is in the amount of $20.0 million. The loan
was
entered into on November 27, 2006 and is secured by certain properties owned
by
the borrower. The interest rate, per the provision of the Loan Agreement, is
the
applicable LIBOR plus a margin of 1.50%. The loan agreement provides for
revolving loans, subject to the terms of the loan agreement with final maturity
in November 2008, subject to a one year extension. The loan requires monthly
interest payments with the unpaid loan balance and accrued and unpaid interest
due at maturity. The default provisions of the loan include non-payment of
principal or interest and other standard reporting and change-in-control
covenants. At December 31, 2006 the facility was un-drawn.
9
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Fleet
Loans
Rental
Truck Amortizing Loans
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
Company’s outstanding balance at December 31, 2006 was $124.9 million and the
final maturity is April 2012.
The
Merrill Lynch Rental Truck Amortizing Loan requires monthly principal and
interest payments, with the unpaid loan balance and accrued and unpaid interest
due at maturity. The Merrill Lynch Rental Truck Amortizing Loan was used to
purchase new trucks. The interest rate, per the provision of the Loan Agreement,
is the applicable LIBOR plus a margin between 1.50% and 1.75%. At December
31,
2006 the applicable LIBOR was 5.35% and the applicable margin was 1.75%, the
sum
of which was 7.10%. The interest rate is hedged with an interest rate swap
fixing the rate at 6.81% based on the current margin. Refer to Item 3
“Quantitative and Qualitative Disclosures about Market Risk” of this filing for
additional information. The default provisions of the loan include non-payment
of principal or interest and other standard reporting and change-in-control
covenants.
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lender is BTMU Capital Corporation (“BTMU”). The
Company’s outstanding balance at December 31, 2006 was $141.3 million, and the
final maturity is November 2012.
The
BTMU
Rental Truck Amortizing Loan requires monthly principal and interest payments,
with the unpaid loan balance and accrued and unpaid interest due at maturity.
The BTMU Rental Truck Amortizing Loan was used to purchase new trucks. The
interest rate, per the provision of the Loan Agreement, is the applicable LIBOR
plus a margin between 1.25% and 1.75%. At December 31, 2006 the applicable
LIBOR
was 5.35% and the applicable margin was 1.75%, the sum of which was 7.10%.
The
interest rate is hedged with an interest rate swap fixing the rate at 7.32%
based on the current margin Refer to Item 3 “Quantitative and Qualitative
Disclosures about Market Risk” of this filing for additional information. AMERCO
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.
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lender is Bayerische Hypo-und Vereinsbank AG (“HVB”).
The Company’s outstanding balance at December 31, 2006 was $45.8 million and its
final maturity is July 2013.
The
HVB
Rental Truck Amortizing Loan requires monthly principal and interest payments,
with the unpaid loan balance and accrued and unpaid interest due at maturity.
The HVB Rental Truck Amortizing Loan was used to purchase new trucks. The
interest rate, per the provision of the Loan Agreement, is the applicable LIBOR
plus a margin between 1.25% and 1.75%. At December 31, 2006 the applicable
LIBOR
was 5.35% and the applicable margin was 1.75%, the sum of which was 7.10%.
The
interest rate is hedged with an interest rate swap fixing the rate at 7.42%
based on the current margin. Refer to Item 3 “Quantitative and Qualitative
Disclosures about Market Risk” of this filing for additional information. U-Haul
International, Inc. is a guarantor of this loan. 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 December 31, 2006 the Company had $60.0 million available under this
revolving credit facility.
10
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The
Revolving Credit Agreement requires monthly interest payments, with the unpaid
loan balance and accrued and 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 (July 2008) and another $50.0 million after the
fourth year (July 2009). The interest rate, per the provision of the Loan
Agreement, is the applicable LIBOR plus a margin of 1.75%. At December 31,
2006
the applicable LIBOR was 5.35% and the applicable margin was 1.75%, the sum
of
which was 7.10%.
Annual
Maturities of AMERCO Consolidated Notes and Loans Payable
The
annual maturities of AMERCO consolidated long-term debt as of December 31,
2006
for the next five years and thereafter is as follows:
Year
Ending December 31,
|
|||||||||||||||||||
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
||||||||||||||
(Unaudited)
|
|||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Notes
payable, secured
|
$
|
47,350
|
$
|
49,916
|
$
|
92,660
|
$
|
105,596
|
$
|
57,295
|
$
|
870,588
|
|||||||
SAC
Holding II Notes and Loans Payable to Third Parties
SAC
Holding II notes and loans payable to third parties, other than AMERCO, were
as
follows:
December
31,
|
March
31,
|
||||||
2006
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Notes
payable, secured, 7.87% interest rate, due 2027
|
$
|
75,253
|
$
|
76,232
|
|||
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.
On
August 30, 2004, SAC Holdings paid down $43.2 million on this note.
Annual
Maturities of SAC Holding II Notes and Loans Payable to Third
Parties
The
annual maturities of SAC Holding II long-term debt as of December 31, 2006
for
the next five years and thereafter is as follows:
Year
Ending December 31,
|
|||||||||||||||||||
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
||||||||||||||
(Unaudited)
|
|||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Notes
payable, secured
|
$
|
1,394
|
$
|
1,592
|
$
|
1,756
|
$
|
1,899
|
$
|
2,054
|
$
|
66,558
|
|||||||
11
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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.
The
property management agreement we entered into with Mercury provides that Mercury
will pay U-Haul a management fee based on gross self-storage rental revenues
generated by the properties. During the first nine months of fiscal 2007 and
fiscal 2006, U-Haul received cash payments of $1.3 million and $2.1 million,
respectively in management fees from Mercury.
12
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
4.
Interest on Borrowings
Interest
Expense
Expenses
associated with loans outstanding were as follows:
Quarter
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Interest
expense
|
$
|
20,531
|
$
|
13,807
|
|||
Capitalized
interest
|
(150
|
)
|
(39
|
)
|
|||
Amortization
of transaction costs
|
787
|
892
|
|||||
Interest
expense (income) resulting from derivatives
|
(552
|
)
|
1,589
|
||||
Total
AMERCO interest expense
|
20,616
|
16,249
|
|||||
SAC
Holding II interest expense
|
3,265
|
3,403
|
|||||
Less:
Intercompany transactions
|
1,750
|
1,861
|
|||||
Total
SAC Holding II interest expense
|
1,515
|
1,542
|
|||||
Total
|
$
|
22,131
|
$
|
17,791
|
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Interest
expense
|
$
|
56,419
|
$
|
45,140
|
|||
Capitalized
interest
|
(321
|
)
|
(115
|
)
|
|||
Amortization
of transaction costs
|
3,161
|
2,241
|
|||||
Interest
expense (income) resulting from derivatives
|
(2,153
|
)
|
778
|
||||
Amortization
of transaction costs related to early extinguishment of
debt
|
6,969
|
14,384
|
|||||
Fees
on early extinguishment of debt
|
-
|
21,243
|
|||||
Total
AMERCO interest expense
|
64,075
|
83,671
|
|||||
SAC
Holding II interest expense
|
9,865
|
9,547
|
|||||
Less:
Intercompany transactions
|
5,315
|
4,919
|
|||||
Total
SAC Holding II interest expense
|
4,550
|
4,628
|
|||||
Total
|
$
|
68,625
|
$
|
88,299
|
|||
Interest
paid in cash by AMERCO amounted to $20.9 million and $13.8 million for the
third
quarters of fiscal 2007 and fiscal 2006, respectively.
Interest
paid in cash by AMERCO (excluding any fees from the early extinguishment of
debt) amounted to $54.1 million and $39.7 million for the first nine months
of
fiscal 2007 and fiscal 2006, respectively. Early extinguishment fees paid in
cash by AMERCO were $21.2 million in the first quarter of fiscal
2006.
13
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The
exposure to market risk for changes in interest rates relates primarily to
our
variable rate debt obligations. We have used interest rate swap and interest
rate cap agreements to provide for matching the gain or loss recognition on
the
hedging instrument with the recognition of the changes in the cash flows
associated with the hedged asset or liability attributable to the hedged risk
or
the earnings effect of the hedged forecasted transaction. On June 8, 2005,
the
Company entered into separate interest rate swap contracts for $100.0 million
of
our variable rate debt over a three year term and for $100.0 million of our
variable rate debt over a five year term, which were designated as cash flow
hedges effective July 1, 2005. These swap contracts were cancelled on August
16,
2006 in conjunction with our amendment of the Real Estate Loan and we entered
into new interest rate swap contracts for $300.0 million of our variable rate
debt over a twelve year term effective on August 18, 2006. 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 dedesignated as cash flow hedges effective July 11, 2005
when the Real Estate Loan was paid down by $222.4 million. The $200.0 million
interest rate cap contract expired on May 17, 2006. 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. On June 21, 2006, the Company entered into a forward starting interest
rate swap contract for $50.0 million of our variable rate debt over a seven
year
term that started on July 10, 2006. On June 9, 2006, the Company entered into
a
forward starting interest rate swap contract for $144.9 million of a variable
rate debt over a six year term that started on October 10, 2006. These interest
rate swap agreements were designated cash flow hedges on their effective
dates.
Interest
Rates
Interest
rates and Company borrowings were as follows:
Revolving
Credit Activity
|
|||||||
Quarter
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except interest rates)
|
|||||||
Weighted
average interest rate during the third fiscal quarter
|
7.08
|
%
|
5.81
|
%
|
|||
Interest
rate at the end of the third fiscal quarter
|
7.10
|
%
|
6.11
|
%
|
|||
Maximum
amount outstanding during the third fiscal quarter
|
$
|
90,000
|
$
|
90,000
|
|||
Average
amount outstanding during the third fiscal quarter
|
$
|
90,000
|
$
|
90,000
|
|||
Revolving
Credit Activity
|
|||||||
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except interest rates)
|
|||||||
Weighted
average interest rate during the first nine months
|
6.97
|
%
|
5.81
|
%
|
|||
Interest
rate at the end of the first nine months
|
7.10
|
%
|
6.11
|
%
|
|||
Maximum
amount outstanding during the first nine months
|
$
|
90,000
|
$
|
158,011
|
|||
Average
amount outstanding during the first nine months
|
$
|
90,000
|
$
|
100,795
|
|||
14
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
5.
Accumulated Other Comprehensive Income (Loss)
A
summary
of the accumulated other comprehensive income (loss) components, net of tax,
were as follows:
Foreign
Currency Translation
|
Unrealized
Gain (Loss) on Investments
|
Fair
Market Value of Cash Flow Hedge
|
Accumulated
Other Comprehensive Income (Loss)
|
||||||||||
(Unaudited)
|
|||||||||||||
(In
thousands)
|
|||||||||||||
Balance
at March 31, 2006
|
$
|
(34,247
|
)
|
$
|
717
|
$
|
4,628
|
$
|
(28,902
|
)
|
|||
Change
in foreign currency translation
|
(2,336
|
)
|
-
|
-
|
(2,336
|
)
|
|||||||
Unrealized
loss on investments
|
-
|
(912
|
)
|
-
|
(912
|
)
|
|||||||
Change
in fair market value of cash flow hedge
|
-
|
-
|
(8,500
|
)
|
(8,500
|
)
|
|||||||
Balance
at December 31, 2006
|
$
|
(36,583
|
)
|
$
|
(195
|
)
|
$
|
(3,872
|
)
|
$
|
(40,650
|
)
|
|
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 2012, with the exception of one land lease expiring in 2034. At December
31, 2006, AMERCO has guaranteed $181.8 million of residual values for these
rental equipment assets at the end of the respective lease terms. Certain leases
contain renewal and fair market value purchase options as well as mileage and
other restrictions. At the expiration of the lease, the Company has the option
to renew the lease, purchase the asset for fair market value, or sell the asset
to a third party on behalf of the lessor. AMERCO has been leasing equipment
since 1987 and has experienced no material losses relating to these types of
residual value guarantees.
Lease
commitments for leases having terms of more than one year were as
follows:
Property,
Plant
and
Equipment
|
Rental
Equipment
|
Total
|
||||||||
(Unaudited)
|
||||||||||
(In
thousands)
|
||||||||||
Year-ended
December 31:
|
||||||||||
2007
|
$
|
12,001
|
$
|
115,929
|
$
|
127,930
|
||||
2008
|
11,771
|
95,643
|
107,414
|
|||||||
2009
|
11,404
|
82,487
|
93,891
|
|||||||
2010
|
11,067
|
64,411
|
75,478
|
|||||||
2011
|
10,925
|
45,859
|
56,784
|
|||||||
Thereafter
|
30,542
|
46,089
|
76,631
|
|||||||
Total
|
$
|
87,710
|
$
|
450,418
|
$
|
538,128
|
||||
15
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7.
Contingencies
Shoen
On
September 24, 2002, Paul F. Shoen filed a derivative action in the Second
Judicial District Court of the State of Nevada, Washoe County, captioned Paul
F.
Shoen vs. SAC Holding Corporation et al., CV02-05602, seeking damages and
equitable relief on behalf of AMERCO from SAC Holdings and certain current
and
former members of the AMERCO Board of Directors, including Edward J. Shoen,
Mark
V. Shoen and James P. Shoen as defendants. AMERCO is named a nominal defendant
for purposes of the derivative action. The complaint alleges breach of fiduciary
duty, self-dealing, usurpation of corporate opportunities, wrongful interference
with prospective economic advantage and unjust enrichment and seeks the
unwinding of sales of self-storage properties by subsidiaries of AMERCO to
SAC
Holdings over the last several years. The complaint seeks a declaration that
such transfers are void as well as unspecified damages. On October 28, 2002,
AMERCO, the Shoen directors, the non-Shoen directors and SAC Holdings filed
Motions to Dismiss the complaint. In addition, on October 28, 2002, Ron Belec
filed a derivative action in the Second Judicial District Court of the State
of
Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al., CV
02-06331 and on January 16, 2003, M.S. Management Company, Inc. filed a
derivative action in the Second Judicial District Court of the State of Nevada,
Washoe County, captioned M.S. Management Company, Inc. vs. William E. Carty,
et
al., CV 03-00386. Two additional derivative suits were also filed against these
parties. These additional suits are substantially similar to the Paul F. Shoen
derivative action. The five suits assert virtually identical claims. In fact,
three of the five plaintiffs are parties who are working closely together and
chose to file the same claims multiple times. These lawsuits alleged that the
AMERCO Board lacked independence. In reaching its decision to dismiss these
claims, the court determined that the AMERCO Board of Directors had the
requisite level of independence required in order to have these claims resolved
by the Board. The court consolidated all five complaints before dismissing
them
on May 28, 2003. Plaintiffs appealed and, on July 13, 2006, the Nevada Supreme
Court reviewed and remanded the claim to the trial court for proceedings
consistent with its ruling, allowing the plaintiffs to file an amended complaint
and plead in addition to substantive claims, demand futility. On November 8,
2006, the nominal plaintiffs filed an Amended Complaint. On December 22, 2006,
the defendants filed Motions to Dismiss. Briefing will be concluded by February
21, 2007.
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 $6.3 million in total 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.
16
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
8.
Related Party Transactions
AMERCO
has engaged in related party transactions and has continuing related party
interests with certain major stockholders, directors and officers of the
consolidated group as disclosed below. Management believes that the transactions
described below and in the related notes were consummated on terms equivalent
to
those that would prevail in arm’s-length transactions.
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 certain of the Company’s
outstanding loans to SAC Holdings entitle the Company to participate in SAC
Holdings’ excess cash flows (after senior debt service).
Management
believes that its sales of self-storage properties to SAC Holdings in the past
provided a unique structure for the Company to earn moving equipment rental
revenues and property management fee revenues from the SAC Holdings self-storage
properties that the Company manages and to participate in SAC Holdings’ excess
cash flows as described above.
During
the first nine months of fiscal 2007, 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 Investments, Inc. (“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. The Company recorded interest income of $14.6 million and $14.3
million, and received cash interest payments of $40.7 million and $9.4 million,
from SAC Holdings during the first nine months of fiscal 2007 and 2006,
respectively. The cash interest payments for the first nine months of fiscal
2007 included a payment to significantly reduce the outstanding interest
receivable from SAC Holdings. The largest aggregate amount of notes receivable
outstanding during the first nine months of fiscal 2007 and the aggregate notes
receivable balance at December 31, 2006 was $203.7 million, of which $75.1
million is with SAC Holding II and has 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.
On
all
but one loan, additional interest can be earned depending upon the amount of
remaining basic interest and 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 a portion of the appreciation realized upon, among other
things, the sale of such property by SAC Holdings.
During
the first nine months of fiscal 2007, AMERCO and U-Haul held various junior
notes with Private Mini Storage Realty (“Private Mini”). The equity interests of
Private Mini are ultimately controlled by Blackwater. The Company recorded
interest income of $3.7 million and $3.8 million, and received cash interest
payments of $3.7 million and $0.3 million, from Private Mini during the first
nine months of fiscal 2007 and 2006, respectively. The balance of notes
receivable from Private Mini at December 31, 2006 was $70.3 million. The largest
aggregate amount outstanding during the first nine months of fiscal 2007 was
$70.8 million.
The
Company currently manages the self-storage properties owned or leased by SAC
Holdings, Mercury, 4 SAC, 5 SAC, Galaxy and 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.
17
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The
Company received management fees, exclusive of reimbursed expenses, of $17.0
million and $13.1 million from the above mentioned entities during the first
nine months of fiscal 2007 and 2006, 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.
RepWest
and Oxford held 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 owned the remaining 53% limited partnership
interest in Securespace. Securespace was formed by SAC Holdings to be the owner
of various Canadian self-storage properties. RepWest and Oxford’s investment in
Securespace was included in Related Party Assets and was accounted for using
the
equity method of accounting. On September 29, 2006, a subsidiary of SAC Holding
Corporation exercised its right under the partnership agreement to purchase
all
of the partnership interests held by RepWest and Oxford for a combined amount
of
$11.9 million.
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 $2.0 million in each of the
first nine months of fiscal 2007 and 2006, respectively. The terms of the leases
are similar to the terms of leases for other properties owned by unrelated
parties that are leased to the Company.
At
December 31, 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 independent dealers whereby commissions are paid by the Company
based upon equipment rental revenues. For the first nine months of both fiscal
2007 and 2006, the Company paid the above mentioned entities $29.2 million
in
commissions pursuant to such dealership contracts.
These
agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy
and
Private Mini, excluding Dealer Agreements, provided revenue of $27.3 million,
expenses of $2.0 million and cash flows of $54.4 million during the first nine
months of fiscal 2007. Revenues and commission expenses related to the Dealer
Agreements were $134.3 million and $29.2 million, respectively.
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
July
2006, RepWest completed the sale of two properties to 5 SAC and the sale of
twenty four properties to Real Estate, for approximately $11.6 million. RepWest
received cash from these sales. These
sales resulted from Real Estate and 5 SAC exercising contractual purchase
options they previously held with RepWest.
Independent
fleet owners own approximately 2.1% of all U-Haul rental trailers. There are
approximately 544 independent fleet owners, including certain officers,
directors, employees and stockholders of AMERCO. Such AMERCO officers,
directors, employees and stockholders owned less than 1.0% of all U-Haul rental
trailers during the first nine months of fiscal 2007 and fiscal 2006. 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).
18
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Related
Party Assets
December
31,
|
March
31,
|
||||||||||||||
2006
|
2006
|
||||||||||||||
(Unaudited)
|
|||||||||||||||
(In
thousands)
|
|||||||||||||||
Private
Mini notes, receivables and interest
|
$
|
72,026
|
$
|
74,427
|
|||||||||||
Oxford
note receivable from SAC Holding Corporation
|
5,040
|
5,040
|
|||||||||||||
U-Haul
notes receivable from SAC Holding Coporation
|
123,578
|
123,578
|
|||||||||||||
U-Haul
interest receivable from SAC Holding Corporation
|
22,624
|
42,189
|
|||||||||||||
U-Haul
receivable from SAC Holding Corporation
|
15,547
|
5,688
|
|||||||||||||
SAC
Holding II receivable from parent
|
-
|
2,900
|
|||||||||||||
U-Haul
receivable from Mercury
|
3,673
|
2,342
|
|||||||||||||
Oxford
and RepWest investment in Securespace
|
-
|
11,585
|
|||||||||||||
Other
(a)
|
(2,576
|
)
|
2,719
|
||||||||||||
$
|
239,912
|
$
|
270,468
|
||||||||||||
(a)
Credit balance due primarily to a timing difference between Oxford
and
AMERCO for payment of a surplus note and accrued interest; this will
reverse in the Company's March 31, 2007 financial
statements.
|
|||||||||||||||
Related
Party Liabilities
December
31,
|
March
31,
|
||||||
2006
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
SAC
Holding II payable to affiliate
|
$
|
3,408
|
$
|
7,165
|
|||
19
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
9.
Consolidating Financial Information by Industry Segment
AMERCO
has four reportable segments. They are Moving and Storage Operations, Property
and Casualty Insurance, Life Insurance and SAC Holding II. 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 December 31, 2006 and March
31,
2006 and the related condensed consolidating statements of operations for the
third quarter and first nine months of fiscal 2007 and 2006 and the condensed
consolidating cash flow statements for the first nine months of fiscal 2007
and
2006 for:
(a)
|
Moving
and Storage Operations, comprised of AMERCO, U-Haul, and Real Estate
and
the subsidiaries of U-Haul and Real
Estate
|
(b)
|
Property
and Casualty Insurance, comprised of RepWest and its wholly-owned
subsidiary
|
(c)
|
Life
Insurance, comprised of Oxford and its wholly-owned
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.
20
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
9.
Financial Information by Consolidating Industry Segment:
Consolidating
balance sheets by industry segment as of December 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
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$
|
8
|
$
|
296,694
|
$
|
813
|
$
|
-
|
$
|
297,515
|
$
|
7,395
|
$
|
8,221
|
$
|
-
|
$
|
313,131
|
$
|
-
|
$
|
-
|
$
|
313,131
|
||||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
-
|
20,504
|
25
|
-
|
20,529
|
178,856
|
15,132
|
-
|
214,517
|
-
|
-
|
214,517
|
||||||||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
-
|
1,294
|
516
|
-
|
1,810
|
-
|
-
|
-
|
1,810
|
-
|
-
|
1,810
|
||||||||||||||||||||||||||||||||||
Inventories,
net
|
-
|
68,065
|
-
|
-
|
68,065
|
-
|
-
|
-
|
68,065
|
1,460
|
-
|
69,525
|
||||||||||||||||||||||||||||||||||
Prepaid
expenses
|
437
|
39,492
|
219
|
-
|
40,148
|
-
|
-
|
-
|
40,148
|
162
|
-
|
40,310
|
||||||||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
-
|
-
|
-
|
-
|
-
|
143,030
|
550,592
|
-
|
693,622
|
-
|
-
|
693,622
|
||||||||||||||||||||||||||||||||||
Investments,
other
|
-
|
1,166
|
8,124
|
-
|
9,290
|
84,171
|
82,779
|
-
|
176,240
|
-
|
-
|
176,240
|
||||||||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
-
|
-
|
-
|
-
|
-
|
335
|
42,131
|
-
|
42,466
|
-
|
-
|
42,466
|
||||||||||||||||||||||||||||||||||
Other
assets
|
5
|
55,026
|
32,960
|
-
|
87,991
|
1,787
|
621
|
-
|
90,399
|
4,459
|
-
|
94,858
|
||||||||||||||||||||||||||||||||||
Related
party assets
|
1,244,904
|
247,434
|
12,654
|
(1,177,341
|
)
|
(d
|
)
|
327,651
|
10,526
|
5,040
|
(24,190
|
)
|
(d
|
)
|
319,027
|
-
|
(79,115
|
)
|
(d
|
)
|
239,912
|
|||||||||||||||||||||||||
1,245,354
|
729,675
|
55,311
|
(1,177,341
|
)
|
852,999
|
426,100
|
704,516
|
(24,190
|
)
|
1,959,425
|
6,081
|
(79,115
|
)
|
1,886,391
|
||||||||||||||||||||||||||||||||
Investment
in subsidiaries
|
(200,459
|
)
|
-
|
-
|
480,274
|
(c
|
)
|
279,815
|
-
|
-
|
(279,815
|
)
|
(c
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Investment
in SAC Holding II
|
(8,946
|
)
|
-
|
-
|
-
|
(8,946
|
)
|
-
|
-
|
-
|
(8,946
|
)
|
-
|
8,946
|
(c
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
investment in subsidiaries and SAC Holding II
|
(209,405
|
)
|
-
|
-
|
480,274
|
270,869
|
-
|
-
|
(279,815
|
)
|
(8,946
|
)
|
-
|
8,946
|
-
|
|||||||||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||||||||||
Land
|
-
|
29,175
|
158,082
|
-
|
187,257
|
-
|
-
|
-
|
187,257
|
-
|
-
|
187,257
|
||||||||||||||||||||||||||||||||||
Buildings
and improvements
|
-
|
109,938
|
694,050
|
-
|
803,988
|
-
|
-
|
-
|
803,988
|
-
|
-
|
803,988
|
||||||||||||||||||||||||||||||||||
Furniture
and equipment
|
3,535
|
274,325
|
17,912
|
-
|
295,772
|
-
|
-
|
-
|
295,772
|
-
|
-
|
295,772
|
||||||||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
-
|
201,277
|
-
|
-
|
201,277
|
-
|
-
|
-
|
201,277
|
-
|
-
|
201,277
|
||||||||||||||||||||||||||||||||||
Rental
trucks
|
-
|
1,505,270
|
-
|
-
|
1,505,270
|
-
|
-
|
-
|
1,505,270
|
-
|
-
|
1,505,270
|
||||||||||||||||||||||||||||||||||
SAC
Holding II - property, plant and equipment (b)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
154,158
|
(74,212
|
)
|
(e
|
)
|
79,946
|
|||||||||||||||||||||||||||||||
3,535
|
2,119,985
|
870,044
|
-
|
2,993,564
|
-
|
-
|
-
|
2,993,564
|
154,158
|
(74,212
|
)
|
3,073,510
|
||||||||||||||||||||||||||||||||||
Less:
Accumulated depreciation
|
(517
|
)
|
(991,306
|
)
|
(293,745
|
)
|
-
|
(1,285,568
|
)
|
-
|
-
|
-
|
(1,285,568
|
)
|
(11,922
|
)
|
10,085
|
(e
|
)
|
(1,287,405
|
)
|
|||||||||||||||||||||||||
Total
property, plant and equipment
|
3,018
|
1,128,679
|
576,299
|
-
|
1,707,996
|
-
|
-
|
-
|
1,707,996
|
142,236
|
(64,127
|
)
|
1,786,105
|
|||||||||||||||||||||||||||||||||
Total
assets
|
$
|
1,038,967
|
$
|
1,858,354
|
$
|
631,610
|
$
|
(697,067
|
)
|
$
|
2,831,864
|
$
|
426,100
|
$
|
704,516
|
$
|
(304,005
|
)
|
$
|
3,658,475
|
$
|
148,317
|
$
|
(134,296
|
)
|
$
|
3,672,496
|
|||||||||||||||||||
(a)
Balances as of September 30, 2006
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Included in this caption is land of $57,169, buildings and improvements
of
$96,460, and furniture and equipment of $529
|
||||||||||||||||||||||||||||||||||||||||||||||
(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
|
21
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
balance sheets by industry segment as of December 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
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$
|
9,380
|
$
|
223,172
|
$
|
4,653
|
$
|
-
|
$
|
237,205
|
$
|
-
|
$
|
4,463
|
$
|
-
|
$
|
241,668
|
$
|
1,130
|
$
|
-
|
$
|
242,798
|
||||||||||||||||||||||
AMERCO's
notes and loans payable
|
-
|
443,774
|
779,631
|
-
|
1,223,405
|
-
|
-
|
-
|
1,223,405
|
-
|
-
|
1,223,405
|
||||||||||||||||||||||||||||||||||
SAC
Holding II notes and loans
payable, non-recourse to AMERCO
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
75,253
|
-
|
75,253
|
||||||||||||||||||||||||||||||||||
Policy
benefits and losses,
claims and loss expenses payable
|
-
|
328,241
|
-
|
-
|
328,241
|
317,247
|
146,878
|
-
|
792,366
|
-
|
-
|
792,366
|
||||||||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
-
|
-
|
-
|
-
|
-
|
-
|
402,431
|
-
|
402,431
|
-
|
-
|
402,431
|
||||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
7,004
|
2,472
|
-
|
9,476
|
-
|
-
|
9,476
|
||||||||||||||||||||||||||||||||||
Deferred
income
|
-
|
12,068
|
-
|
-
|
12,068
|
-
|
-
|
-
|
12,068
|
785
|
-
|
12,853
|
||||||||||||||||||||||||||||||||||
Deferred
income taxes
|
195,314
|
-
|
-
|
-
|
195,314
|
(45,332
|
)
|
1,249
|
-
|
151,231
|
(2,428
|
)
|
(26,824
|
)
|
(d
|
)
|
121,979
|
|||||||||||||||||||||||||||||
Related
party liabilities
|
-
|
1,154,272
|
32,870
|
(1,177,341
|
)
|
(c
|
)
|
9,801
|
1,855
|
12,534
|
(24,190
|
)
|
(c
|
)
|
-
|
82,523
|
(79,115
|
)
|
(c
|
)
|
3,408
|
|||||||||||||||||||||||||
Total
liabilities
|
204,694
|
2,161,527
|
817,154
|
(1,177,341
|
)
|
2,006,034
|
280,774
|
570,027
|
(24,190
|
)
|
2,832,645
|
157,263
|
(105,939
|
)
|
2,883,969
|
|||||||||||||||||||||||||||||||
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
|
420,793
|
121,230
|
147,481
|
(268,711
|
)
|
(b
|
)
|
420,793
|
86,121
|
26,271
|
(112,392
|
)
|
(b
|
)
|
420,793
|
-
|
(46,071
|
)
|
(d
|
)
|
374,722
|
|||||||||||||||||||||||||
Additional
paid-in capital - SAC Holding II
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,492
|
(4,492
|
)
|
(b
|
)
|
-
|
|||||||||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(40,650
|
)
|
(40,541
|
)
|
-
|
40,541
|
(b
|
)
|
(40,650
|
)
|
(102
|
)
|
(92
|
)
|
194
|
(b
|
)
|
(40,650
|
)
|
-
|
-
|
(40,650
|
)
|
|||||||||||||||||||||||
Retained
earnings (deficit)
|
861,725
|
(375,959
|
)
|
(333,026
|
)
|
708,985
|
(b
|
)
|
861,725
|
56,007
|
105,810
|
(161,817
|
)
|
(b
|
)
|
861,725
|
(13,438
|
)
|
22,206
|
(b,d
|
)
|
870,493
|
||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
(418,092
|
)
|
||||||||||||||||||||||||||||||
Unearned
employee stock
ownership plan shares
|
-
|
(8,443
|
)
|
-
|
-
|
(8,443
|
)
|
-
|
-
|
-
|
(8,443
|
)
|
-
|
-
|
(8,443
|
)
|
||||||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
834,273
|
(303,173
|
)
|
(185,544
|
)
|
480,274
|
825,830
|
145,326
|
134,489
|
(279,815
|
)
|
825,830
|
(8,946
|
)
|
(28,357
|
)
|
788,527
|
|||||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$
|
1,038,967
|
$
|
1,858,354
|
$
|
631,610
|
$
|
(697,067
|
)
|
$
|
2,831,864
|
$
|
426,100
|
$
|
704,516
|
$
|
(304,005
|
)
|
$
|
3,658,475
|
$
|
148,317
|
$
|
(134,296
|
)
|
$
|
3,672,496
|
|||||||||||||||||||
(a)
Balances as of September 30, 2006
|
||||||||||||||||||||||||||||||||||||||||||||||
(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
|
22
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED 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)
|
||||||||||||||||||||||||||||||||||||||||||||||
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
|
||||||||||||||||||||||||||||||||||||||||||||||
23
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED 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 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
|
)
|
(d
|
)
|
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
|
||||||||||||||||||||||||||||||||||||||||||||||
24
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
statement of operations by industry segment for the quarter ended December
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
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
328,149
|
$
|
-
|
$
|
-
|
$
|
328,149
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
328,149
|
$
|
2,018
|
$
|
(2,018
|
)
|
(b
|
)
|
$
|
328,149
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
26,251
|
455
|
-
|
26,706
|
-
|
-
|
-
|
26,706
|
5,059
|
-
|
31,765
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
42,992
|
-
|
-
|
42,992
|
-
|
-
|
-
|
42,992
|
3,359
|
-
|
46,351
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
6,559
|
-
|
-
|
6,559
|
-
|
-
|
-
|
6,559
|
-
|
(645
|
)
|
(g
|
)
|
5,914
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
29,847
|
(393
|
)
|
(c
|
)
|
29,454
|
-
|
-
|
29,454
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
6,555
|
-
|
-
|
6,555
|
-
|
-
|
6,555
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
1,232
|
8,294
|
(36
|
)
|
-
|
9,490
|
5,112
|
5,021
|
(4,854
|
)
|
(d
|
)
|
14,769
|
-
|
(1,750
|
)
|
(d
|
)
|
13,019
|
|||||||||||||||||||||||||||
Other
revenue
|
(1
|
)
|
5,945
|
16,943
|
(18,290
|
)
|
(b
|
)
|
4,597
|
-
|
967
|
(130
|
)
|
(b
|
)
|
5,434
|
374
|
(177
|
)
|
(b
|
)
|
5,631
|
||||||||||||||||||||||||
Total
revenues
|
1,231
|
418,190
|
17,362
|
(18,290
|
)
|
418,493
|
11,667
|
35,835
|
(5,377
|
)
|
460,618
|
10,810
|
(4,590
|
)
|
466,838
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
2,339
|
277,433
|
2,231
|
(18,290
|
)
|
(b
|
)
|
263,713
|
2,261
|
6,404
|
(5,450
|
)
|
(b,c
|
)
|
266,928
|
5,608
|
(645
|
)
|
(g
|
)
|
271,891
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
41,334
|
-
|
-
|
41,334
|
-
|
-
|
-
|
41,334
|
-
|
(2,018
|
)
|
(b
|
)
|
39,316
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
23,447
|
-
|
-
|
23,447
|
-
|
-
|
-
|
23,447
|
1,523
|
-
|
24,970
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
8,226
|
21,320
|
1,915
|
(c
|
)
|
31,461
|
-
|
-
|
31,461
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
442
|
3,778
|
-
|
4,220
|
-
|
-
|
4,220
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
22
|
36,839
|
17
|
-
|
36,878
|
-
|
-
|
-
|
36,878
|
-
|
(177
|
)
|
(b
|
)
|
36,701
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
61
|
46,691
|
2,737
|
-
|
49,489
|
-
|
-
|
-
|
49,489
|
668
|
(140
|
)
|
(e
|
)
|
50,017
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
2,422
|
425,744
|
4,985
|
(18,290
|
)
|
414,861
|
10,929
|
31,502
|
(3,535
|
)
|
453,757
|
7,799
|
(2,980
|
)
|
458,576
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
(22,367
|
)
|
-
|
-
|
23,806
|
(f
|
)
|
1,439
|
-
|
-
|
(1,439
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
(160
|
)
|
-
|
-
|
-
|
(160
|
)
|
-
|
-
|
-
|
(160
|
)
|
-
|
160
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
(22,527
|
)
|
-
|
-
|
23,806
|
1,279
|
-
|
-
|
(1,439
|
)
|
(160
|
)
|
-
|
160
|
-
|
|||||||||||||||||||||||||||||||
Earnings
(loss) from operations
|
(23,718
|
)
|
(7,554
|
)
|
12,377
|
23,806
|
4,911
|
738
|
4,333
|
(3,281
|
)
|
6,701
|
3,011
|
(1,450
|
)
|
8,262
|
||||||||||||||||||||||||||||||
Interest
income (expense)
|
22,906
|
(30,783
|
)
|
(12,739
|
)
|
-
|
(20,616
|
)
|
-
|
-
|
-
|
(20,616
|
)
|
(3,265
|
)
|
1,750
|
(d
|
)
|
(22,131
|
)
|
||||||||||||||||||||||||||
Pretax
earnings (loss)
|
(812
|
)
|
(38,337
|
)
|
(362
|
)
|
23,806
|
(15,705
|
)
|
738
|
4,333
|
(3,281
|
)
|
(13,915
|
)
|
(254
|
)
|
300
|
(13,869
|
)
|
||||||||||||||||||||||||||
Income
tax benefit (expense)
|
(8,755
|
)
|
14,933
|
(40
|
)
|
-
|
6,138
|
(258
|
)
|
(1,532
|
)
|
-
|
4,348
|
94
|
(53
|
)
|
(e
|
)
|
4,389
|
|||||||||||||||||||||||||||
Net
earnings (loss)
|
(9,567
|
)
|
(23,404
|
)
|
(402
|
)
|
23,806
|
(9,567
|
)
|
480
|
2,801
|
(3,281
|
)
|
(9,567
|
)
|
(160
|
)
|
247
|
(9,480
|
)
|
||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$
|
(12,808
|
)
|
$
|
(23,404
|
)
|
$
|
(402
|
)
|
$
|
23,806
|
$
|
(12,808
|
)
|
$
|
480
|
$
|
2,801
|
$
|
(3,281
|
)
|
$
|
(12,808
|
)
|
$
|
(160
|
)
|
$
|
247
|
$
|
(12,721
|
)
|
||||||||||||||
(a)
Balances for the quarter ended September 30, 2006
|
||||||||||||||||||||||||||||||||||||||||||||||
(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
|
25
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating statements of operations by industry for the quarter ended
December 31, 2005 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
353,409
|
$
|
-
|
$
|
-
|
$
|
353,409
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
353,409
|
$
|
2,211
|
$
|
(2,211
|
)
|
(b
|
)
|
$
|
353,409
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
24,655
|
400
|
-
|
25,055
|
-
|
-
|
-
|
25,055
|
4,729
|
-
|
29,784
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
43,697
|
-
|
-
|
43,697
|
-
|
-
|
-
|
43,697
|
3,619
|
-
|
47,316
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
4,942
|
-
|
-
|
4,942
|
-
|
-
|
-
|
4,942
|
-
|
(653
|
)
|
(g
|
)
|
4,289
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
31,123
|
(380
|
)
|
(c
|
)
|
30,743
|
-
|
-
|
30,743
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
9,949
|
-
|
-
|
9,949
|
-
|
-
|
9,949
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
908
|
7,538
|
(6
|
)
|
-
|
8,440
|
2,878
|
4,437
|
(1,087
|
)
|
(d
|
)
|
14,668
|
-
|
(1,861
|
)
|
(d
|
)
|
12,807
|
|||||||||||||||||||||||||||
Other
revenue
|
-
|
7,709
|
16,243
|
(17,770
|
)
|
(b
|
)
|
6,182
|
-
|
1,504
|
(447
|
)
|
(b
|
)
|
7,239
|
311
|
(177
|
)
|
(b
|
)
|
7,373
|
|||||||||||||||||||||||||
Total
revenues
|
908
|
441,950
|
16,637
|
(17,770
|
)
|
441,725
|
12,827
|
37,064
|
(1,914
|
)
|
489,702
|
10,870
|
(4,902
|
)
|
495,670
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
4,009
|
271,957
|
2,306
|
(17,770
|
)
|
(b
|
)
|
260,502
|
4,133
|
6,269
|
(4,404
|
)
|
(b,c
|
)
|
266,500
|
5,521
|
(653
|
)
|
(g
|
)
|
271,368
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
44,759
|
-
|
-
|
44,759
|
-
|
-
|
-
|
44,759
|
-
|
(2,211
|
)
|
(b
|
)
|
42,548
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
21,973
|
-
|
-
|
21,973
|
-
|
-
|
-
|
21,973
|
1,403
|
-
|
23,376
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
10,041
|
22,671
|
2,490
|
(c
|
)
|
35,202
|
-
|
-
|
35,202
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
250
|
5,504
|
-
|
5,754
|
-
|
-
|
5,754
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
23
|
37,317
|
19
|
-
|
37,359
|
-
|
-
|
-
|
37,359
|
-
|
(177
|
)
|
(b
|
)
|
37,182
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
5
|
32,600
|
2,040
|
-
|
34,645
|
-
|
-
|
-
|
34,645
|
316
|
(140
|
)
|
(e
|
)
|
34,821
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
4,037
|
408,606
|
4,365
|
(17,770
|
)
|
399,238
|
14,424
|
34,444
|
(1,914
|
)
|
446,192
|
7,240
|
(3,181
|
)
|
450,251
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
23,792
|
-
|
-
|
(23,726
|
)
|
(f
|
)
|
66
|
-
|
-
|
(66
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
136
|
-
|
-
|
-
|
136
|
-
|
-
|
-
|
136
|
-
|
(136
|
)
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
23,928
|
-
|
-
|
(23,726
|
)
|
202
|
-
|
-
|
(66
|
)
|
136
|
-
|
(136
|
)
|
-
|
|||||||||||||||||||||||||||||||
Earnings
(loss) from operations
|
20,799
|
33,344
|
12,272
|
(23,726
|
)
|
42,689
|
(1,597
|
)
|
2,620
|
(66
|
)
|
43,646
|
3,630
|
(1,857
|
)
|
45,419
|
||||||||||||||||||||||||||||||
Interest
expense
|
(10,850
|
)
|
(620
|
)
|
(4,779
|
)
|
-
|
(16,249
|
)
|
-
|
-
|
-
|
(16,249
|
)
|
(3,403
|
)
|
1,861
|
(d
|
)
|
(17,791
|
)
|
|||||||||||||||||||||||||
Pretax
earnings (loss)
|
9,949
|
32,724
|
7,493
|
(23,726
|
)
|
26,440
|
(1,597
|
)
|
2,620
|
(66
|
)
|
27,397
|
227
|
4
|
27,628
|
|||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
5,134
|
(13,472
|
)
|
(3,019
|
)
|
-
|
(11,357
|
)
|
560
|
(1,517
|
)
|
-
|
(12,314
|
)
|
(91
|
)
|
(53
|
)
|
(e
|
)
|
(12,458
|
)
|
||||||||||||||||||||||||
Net
earnings (loss)
|
15,083
|
19,252
|
4,474
|
(23,726
|
)
|
15,083
|
(1,037
|
)
|
1,103
|
(66
|
)
|
15,083
|
136
|
(49
|
)
|
15,170
|
||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$
|
11,842
|
$
|
19,252
|
$
|
4,474
|
$
|
(23,726
|
)
|
$
|
11,842
|
$
|
(1,037
|
)
|
$
|
1,103
|
$
|
(66
|
)
|
$
|
11,842
|
$
|
136
|
$
|
(49
|
)
|
$
|
11,929
|
||||||||||||||||||
(a)
Balances for the quarter ended September 30, 2005
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
26
AMERCO
AND CONSOLIDATED ENTITIES
notes
to condensed consolidatED financial statements -
(CONTINUED)
Consolidating
statements of operations by industry for the nine months ended December 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
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
1,181,103
|
$
|
-
|
$
|
-
|
$
|
1,181,103
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,181,103
|
$
|
7,328
|
$
|
(7,328
|
)
|
(b
|
)
|
$
|
1,181,103
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
78,400
|
1,263
|
-
|
79,663
|
-
|
-
|
-
|
79,663
|
14,949
|
-
|
94,612
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
163,222
|
-
|
-
|
163,222
|
-
|
-
|
-
|
163,222
|
12,496
|
-
|
175,718
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
15,893
|
-
|
-
|
15,893
|
-
|
-
|
-
|
15,893
|
-
|
(2,146
|
)
|
(g
|
)
|
13,747
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
92,683
|
(1,190
|
)
|
(c
|
)
|
91,493
|
-
|
-
|
91,493
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
18,407
|
-
|
-
|
18,407
|
-
|
-
|
18,407
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
3,694
|
22,680
|
(36
|
)
|
-
|
26,338
|
10,588
|
16,298
|
(5,152
|
)
|
(d
|
)
|
48,072
|
-
|
(5,315
|
)
|
(d
|
)
|
42,757
|
|||||||||||||||||||||||||||
Other
revenue
|
203
|
22,697
|
50,706
|
(54,873
|
)
|
(b
|
)
|
18,733
|
-
|
3,722
|
(411
|
)
|
(b
|
)
|
22,044
|
1,051
|
(532
|
)
|
(b
|
)
|
22,563
|
|||||||||||||||||||||||||
Total
revenues
|
3,897
|
1,483,995
|
51,933
|
(54,873
|
)
|
1,484,952
|
28,995
|
112,703
|
(6,753
|
)
|
1,619,897
|
35,824
|
(15,321
|
)
|
1,640,400
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
9,672
|
823,019
|
6,949
|
(54,873
|
)
|
(b
|
)
|
784,767
|
5,828
|
20,374
|
(11,791
|
)
|
(b,c
|
)
|
799,178
|
17,046
|
(2,146
|
)
|
(g
|
)
|
814,078
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
149,785
|
-
|
-
|
149,785
|
-
|
-
|
-
|
149,785
|
-
|
(7,328
|
)
|
(b
|
)
|
142,457
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
83,235
|
-
|
-
|
83,235
|
-
|
-
|
-
|
83,235
|
5,499
|
-
|
88,734
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
17,357
|
67,678
|
5,874
|
(c
|
)
|
90,909
|
-
|
-
|
90,909
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
1,707
|
12,964
|
-
|
14,671
|
-
|
-
|
14,671
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
63
|
112,565
|
835
|
-
|
113,463
|
-
|
-
|
(836
|
)
|
(b
|
)
|
112,627
|
-
|
(532
|
)
|
(b
|
)
|
112,095
|
||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
183
|
127,330
|
3,676
|
-
|
131,189
|
-
|
-
|
-
|
131,189
|
2,006
|
(420
|
)
|
(e
|
)
|
132,775
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
9,918
|
1,295,934
|
11,460
|
(54,873
|
)
|
1,262,439
|
24,892
|
101,016
|
(6,753
|
)
|
1,381,594
|
24,551
|
(10,426
|
)
|
1,395,719
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
67,522
|
-
|
-
|
(57,250
|
)
|
(f
|
)
|
10,272
|
-
|
-
|
(10,272
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
837
|
-
|
-
|
-
|
837
|
-
|
-
|
-
|
837
|
-
|
(837
|
)
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
68,359
|
-
|
-
|
(57,250
|
)
|
11,109
|
-
|
-
|
(10,272
|
)
|
837
|
-
|
(837
|
)
|
-
|
|||||||||||||||||||||||||||||||
Earnings
from operations
|
62,338
|
188,061
|
40,473
|
(57,250
|
)
|
233,622
|
4,103
|
11,687
|
(10,272
|
)
|
239,140
|
11,273
|
(5,732
|
)
|
244,681
|
|||||||||||||||||||||||||||||||
Interest
income (expense)
|
67,008
|
(85,309
|
)
|
(38,805
|
)
|
-
|
(57,106
|
)
|
-
|
-
|
-
|
(57,106
|
)
|
(9,865
|
)
|
5,315
|
(d
|
)
|
(61,656
|
)
|
||||||||||||||||||||||||||
Amortization
of fees on early extinguishment of debt
|
-
|
(302
|
)
|
(6,667
|
)
|
-
|
(6,969
|
)
|
-
|
-
|
-
|
(6,969
|
)
|
-
|
-
|
(6,969
|
)
|
|||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
129,346
|
102,450
|
(4,999
|
)
|
(57,250
|
)
|
169,547
|
4,103
|
11,687
|
(10,272
|
)
|
175,065
|
1,408
|
(417
|
)
|
176,056
|
||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
(23,175
|
)
|
(41,492
|
)
|
1,291
|
-
|
(63,376
|
)
|
(1,436
|
)
|
(4,082
|
)
|
-
|
(68,894
|
)
|
(571
|
)
|
(159
|
)
|
(e
|
)
|
(69,624
|
)
|
|||||||||||||||||||||||
Net
earnings (loss)
|
106,171
|
60,958
|
(3,708
|
)
|
(57,250
|
)
|
106,171
|
2,667
|
7,605
|
(10,272
|
)
|
106,171
|
837
|
(576
|
)
|
106,432
|
||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
(9,723
|
)
|
||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$
|
96,448
|
$
|
60,958
|
$
|
(3,708
|
)
|
$
|
(57,250
|
)
|
$
|
96,448
|
$
|
2,667
|
$
|
7,605
|
$
|
(10,272
|
)
|
$
|
96,448
|
$
|
837
|
$
|
(576
|
)
|
$
|
96,709
|
||||||||||||||||||
(a)
Balances for the nine months ended September 30, 2006
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
27
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
statements of operations by industry for the nine months ended December 31,
2005
are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
1,201,374
|
$
|
-
|
$
|
-
|
$
|
1,201,374
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,201,374
|
$
|
7,560
|
$
|
(7,560
|
)
|
(b
|
)
|
$
|
1,201,374
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
74,450
|
1,296
|
-
|
75,746
|
-
|
-
|
-
|
75,746
|
14,030
|
-
|
89,776
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
163,369
|
-
|
-
|
163,369
|
-
|
-
|
-
|
163,369
|
13,002
|
-
|
176,371
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
14,688
|
-
|
-
|
14,688
|
-
|
-
|
-
|
14,688
|
-
|
(2,130
|
)
|
(g
|
)
|
12,558
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
91,187
|
(1,137
|
)
|
(c
|
)
|
90,050
|
-
|
-
|
90,050
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
20,172
|
-
|
-
|
20,172
|
-
|
-
|
20,172
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
3,870
|
18,254
|
19
|
-
|
22,143
|
9,021
|
15,712
|
(3,084
|
)
|
(d
|
)
|
43,792
|
-
|
(4,919
|
)
|
(d
|
)
|
38,873
|
||||||||||||||||||||||||||||
Other
revenue
|
175
|
31,147
|
44,957
|
(48,928
|
)
|
(b
|
)
|
27,351
|
-
|
4,508
|
(806
|
)
|
(b
|
)
|
31,053
|
949
|
(532
|
)
|
(b
|
)
|
31,470
|
|||||||||||||||||||||||||
Total
revenues
|
4,045
|
1,503,282
|
46,272
|
(48,928
|
)
|
1,504,671
|
29,193
|
111,407
|
(5,027
|
)
|
1,640,244
|
35,541
|
(15,141
|
)
|
1,660,644
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
9,039
|
829,566
|
5,447
|
(48,928
|
)
|
(b
|
)
|
795,124
|
8,555
|
20,459
|
(11,556
|
)
|
(b,c
|
)
|
812,582
|
17,409
|
(2,130
|
)
|
(g
|
)
|
827,861
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
151,323
|
-
|
-
|
151,323
|
-
|
-
|
-
|
151,323
|
-
|
(7,560
|
)
|
(b
|
)
|
143,763
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
79,683
|
-
|
-
|
79,683
|
-
|
-
|
-
|
79,683
|
5,654
|
-
|
85,337
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
17,172
|
65,524
|
6,529
|
(c
|
)
|
89,225
|
-
|
-
|
89,225
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
1,739
|
16,067
|
-
|
17,806
|
-
|
-
|
17,806
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
64
|
107,474
|
49
|
-
|
107,587
|
-
|
-
|
-
|
107,587
|
-
|
(532
|
)
|
(b
|
)
|
107,055
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
20
|
95,501
|
6,531
|
-
|
102,052
|
-
|
-
|
-
|
102,052
|
1,748
|
(420
|
)
|
(e
|
)
|
103,380
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
9,123
|
1,263,547
|
12,027
|
(48,928
|
)
|
1,235,769
|
27,466
|
102,050
|
(5,027
|
)
|
1,360,258
|
24,811
|
(10,642
|
)
|
1,374,427
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
173,673
|
-
|
-
|
(167,061
|
)
|
(f
|
)
|
6,612
|
-
|
-
|
(6,612
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
713
|
-
|
-
|
-
|
713
|
-
|
-
|
-
|
713
|
-
|
(713
|
)
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
174,386
|
-
|
-
|
(167,061
|
)
|
7,325
|
-
|
-
|
(6,612
|
)
|
713
|
-
|
(713
|
)
|
-
|
|||||||||||||||||||||||||||||||
Earnings
from operations
|
169,308
|
239,735
|
34,245
|
(167,061
|
)
|
276,227
|
1,727
|
9,357
|
(6,612
|
)
|
280,699
|
10,730
|
(5,212
|
)
|
286,217
|
|||||||||||||||||||||||||||||||
Interest
income (expense)
|
(46,674
|
)
|
9,498
|
(10,868
|
)
|
-
|
(48,044
|
)
|
-
|
-
|
-
|
(48,044
|
)
|
(9,547
|
)
|
4,919
|
(d
|
)
|
(52,672
|
)
|
||||||||||||||||||||||||||
Fees
and amortization on early extinguishment of debt
|
(35,627
|
)
|
-
|
-
|
-
|
(35,627
|
)
|
-
|
-
|
-
|
(35,627
|
)
|
-
|
-
|
(35,627
|
)
|
||||||||||||||||||||||||||||||
Pretax
earnings
|
87,007
|
249,233
|
23,377
|
(167,061
|
)
|
192,556
|
1,727
|
9,357
|
(6,612
|
)
|
197,028
|
1,183
|
(293
|
)
|
197,918
|
|||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
32,086
|
(96,148
|
)
|
(9,401
|
)
|
-
|
(73,463
|
)
|
(604
|
)
|
(3,868
|
)
|
-
|
(77,935
|
)
|
(470
|
)
|
(159
|
)
|
(e
|
)
|
(78,564
|
)
|
|||||||||||||||||||||||
Net
earnings
|
119,093
|
153,085
|
13,976
|
(167,061
|
)
|
119,093
|
1,123
|
5,489
|
(6,612
|
)
|
119,093
|
713
|
(452
|
)
|
119,354
|
|||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
(9,723
|
)
|
||||||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$
|
109,370
|
$
|
153,085
|
$
|
13,976
|
$
|
(167,061
|
)
|
$
|
109,370
|
$
|
1,123
|
$
|
5,489
|
$
|
(6,612
|
)
|
$
|
109,370
|
$
|
713
|
$
|
(452
|
)
|
$
|
109,631
|
|||||||||||||||||||
(a)
Balances for the nine months ended September 30, 2005
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
28
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
cash flow statements by industry segment for the nine months ended December
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
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$
|
106,171
|
$
|
60,958
|
$
|
(3,708
|
)
|
$
|
(57,250
|
)
|
$
|
106,171
|
$
|
2,667
|
$
|
7,605
|
$
|
(10,272
|
)
|
$
|
106,171
|
$
|
837
|
$
|
(576
|
)
|
$
|
106,432
|
|||||||||
Earnings
from consolidated entities
|
(68,359
|
)
|
-
|
-
|
57,250
|
(11,109
|
)
|
-
|
-
|
10,272
|
(837
|
)
|
-
|
837
|
-
|
||||||||||||||||||||||
Depreciation
|
183
|
123,742
|
8,060
|
-
|
131,985
|
-
|
-
|
-
|
131,985
|
2,006
|
(420
|
)
|
133,571
|
||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
1,707
|
12,964
|
-
|
14,671
|
-
|
-
|
14,671
|
|||||||||||||||||||||||||
Change
in provision for losses on trade receivables
|
-
|
86
|
-
|
-
|
86
|
-
|
116
|
-
|
202
|
-
|
-
|
202
|
|||||||||||||||||||||||||
Change
in provision for losses on mortgage notes
|
-
|
(30
|
)
|
-
|
-
|
(30
|
)
|
-
|
-
|
-
|
(30
|
)
|
-
|
-
|
(30
|
)
|
|||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
-
|
3,588
|
(4,384
|
)
|
-
|
(796
|
)
|
-
|
-
|
-
|
(796
|
)
|
-
|
-
|
(796
|
)
|
|||||||||||||||||||||
Net
loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
799
|
816
|
-
|
1,615
|
-
|
-
|
1,615
|
|||||||||||||||||||||||||
Write-off
of unamortized debt issuance costs
|
-
|
302
|
6,667
|
-
|
6,969
|
-
|
-
|
-
|
6,969
|
-
|
-
|
6,969
|
|||||||||||||||||||||||||
Deferred
income taxes
|
13,959
|
-
|
-
|
-
|
13,959
|
887
|
(94
|
)
|
-
|
14,752
|
539
|
160
|
15,451
|
||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
(3,265
|
)
|
-
|
-
|
(3,265
|
)
|
21,052
|
1,054
|
-
|
18,841
|
-
|
-
|
18,841
|
|||||||||||||||||||||||
Inventories
|
-
|
(2,956
|
)
|
-
|
-
|
(2,956
|
)
|
-
|
-
|
-
|
(2,956
|
)
|
(126
|
)
|
-
|
(3,082
|
)
|
||||||||||||||||||||
Prepaid
expenses
|
1,322
|
3,339
|
(219
|
)
|
-
|
4,442
|
-
|
-
|
-
|
4,442
|
(117
|
)
|
-
|
4,325
|
|||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(882
|
)
|
(3,310
|
)
|
-
|
(4,192
|
)
|
-
|
-
|
(4,192
|
)
|
|||||||||||||||||||||
Other
assets
|
(3
|
)
|
900
|
1,725
|
-
|
2,622
|
240
|
(183
|
)
|
-
|
2,679
|
(192
|
)
|
-
|
2,487
|
||||||||||||||||||||||
Related
party assets
|
(1,493
|
)
|
1,006
|
17
|
29,460
|
28,990
|
13,767
|
5,781
|
(5,966
|
)
|
42,572
|
2,900
|
(5,193
|
)
|
40,279
|
||||||||||||||||||||||
Accounts
payable and accrued expenses
|
(11,450
|
)
|
25,357
|
(340
|
)
|
-
|
13,567
|
-
|
1,502
|
-
|
15,069
|
76
|
-
|
15,145
|
|||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
32,733
|
-
|
-
|
32,733
|
(35,713
|
)
|
(13,778
|
)
|
-
|
(16,758
|
)
|
-
|
-
|
(16,758
|
)
|
|||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
1,782
|
(160
|
)
|
-
|
1,622
|
-
|
-
|
1,622
|
||||||||||||||||||||||||
Deferred
income
|
-
|
(2,346
|
)
|
-
|
-
|
(2,346
|
)
|
-
|
-
|
-
|
(2,346
|
)
|
(13
|
)
|
-
|
(2,359
|
)
|
||||||||||||||||||||
Related
party liabilities
|
(201
|
)
|
752
|
-
|
(29,460
|
)
|
(28,909
|
)
|
(1,873
|
)
|
447
|
5,966
|
(24,369
|
)
|
(4,457
|
)
|
5,192
|
(23,634
|
)
|
||||||||||||||||||
Net
cash provided by operating activities
|
40,129
|
244,166
|
7,818
|
-
|
292,113
|
4,433
|
12,760
|
-
|
309,306
|
1,453
|
-
|
310,759
|
|||||||||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(945
|
)
|
(409,737
|
)
|
(44,187
|
)
|
-
|
(454,869
|
)
|
-
|
-
|
-
|
(454,869
|
)
|
(729
|
)
|
-
|
(455,598
|
)
|
||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(54,480
|
)
|
(116,697
|
)
|
-
|
(171,177
|
)
|
-
|
-
|
(171,177
|
)
|
|||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
(48,993
|
)
|
(25,201
|
)
|
-
|
(74,194
|
)
|
-
|
-
|
(74,194
|
)
|
|||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(9,550
|
)
|
-
|
(9,550
|
)
|
-
|
-
|
(9,550
|
)
|
||||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
67,280
|
4,388
|
-
|
71,668
|
-
|
-
|
-
|
71,668
|
-
|
-
|
71,668
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
73,716
|
125,364
|
-
|
199,080
|
-
|
-
|
199,080
|
|||||||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
13,239
|
57,942
|
-
|
71,181
|
-
|
-
|
71,181
|
|||||||||||||||||||||||||
Cash
received in excess of purchase of company acquired
|
-
|
-
|
-
|
-
|
-
|
-
|
1,235
|
-
|
1,235
|
-
|
-
|
1,235
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
-
|
225
|
-
|
225
|
-
|
-
|
225
|
|||||||||||||||||||||||||
Real
estate
|
-
|
148
|
(271
|
)
|
-
|
(123
|
)
|
9,665
|
-
|
-
|
9,542
|
-
|
-
|
9,542
|
|||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
4,835
|
-
|
4,835
|
-
|
-
|
4,835
|
|||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
69
|
683
|
-
|
752
|
-
|
-
|
-
|
752
|
-
|
-
|
752
|
|||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(945
|
)
|
(342,240
|
)
|
(39,387
|
)
|
-
|
(382,572
|
)
|
(6,853
|
)
|
38,153
|
-
|
(351,272
|
)
|
(729
|
)
|
-
|
(352,001
|
)
|
|||||||||||||||||
|
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the nine months ended September 30, 2006
|
29
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the nine months
ended December 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
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
-
|
266,260
|
54,929
|
-
|
321,189
|
-
|
-
|
-
|
321,189
|
-
|
-
|
321,189
|
|||||||||||||||||||||||||
Principal
repayments on credit facilities
|
-
|
(34,611
|
)
|
(28,793
|
)
|
-
|
(63,404
|
)
|
-
|
-
|
-
|
(63,404
|
)
|
(979
|
)
|
-
|
(64,383
|
)
|
|||||||||||||||||||
Debt
issuance costs
|
-
|
(1,837
|
)
|
(486
|
)
|
-
|
(2,323
|
)
|
-
|
-
|
-
|
(2,323
|
)
|
-
|
-
|
(2,323
|
)
|
||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
-
|
895
|
-
|
-
|
895
|
-
|
-
|
-
|
895
|
-
|
-
|
895
|
|||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
(29,460
|
)
|
23,584
|
5,876
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Preferred
stock dividends paid
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
(9,723
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
12,634
|
-
|
12,634
|
-
|
-
|
12,634
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(59,353
|
)
|
-
|
(59,353
|
)
|
-
|
-
|
(59,353
|
)
|
||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(39,183
|
)
|
254,291
|
31,526
|
-
|
246,634
|
-
|
(46,719
|
)
|
-
|
199,915
|
(979
|
)
|
-
|
198,936
|
||||||||||||||||||||||
Effects
of exchange rate on cash
|
-
|
(22
|
)
|
-
|
-
|
(22
|
)
|
-
|
-
|
-
|
(22
|
)
|
-
|
-
|
(22
|
)
|
|||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
1
|
156,195
|
(43
|
)
|
-
|
156,153
|
(2,420
|
)
|
4,194
|
-
|
157,927
|
(255
|
)
|
-
|
157,672
|
||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
7
|
140,499
|
856
|
-
|
141,362
|
9,815
|
4,027
|
-
|
155,204
|
255
|
-
|
155,459
|
|||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
8
|
$
|
296,694
|
$
|
813
|
$
|
-
|
$
|
297,515
|
$
|
7,395
|
$
|
8,221
|
$
|
-
|
$
|
313,131
|
$
|
-
|
$
|
-
|
$
|
313,131
|
|||||||||||||
|
(page
2 of 2) |
||||||||||||||||||||||||||||||||||||
(a)
Balance for the nine months ended September 30, 2006
|
|||||||||||||||||||||||||||||||||||||
30
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
cash flow statements by industry segment for the nine months ended December
31,
2005 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Net
earnings
|
$
|
119,093
|
$
|
153,085
|
$
|
13,976
|
$
|
(167,061
|
)
|
$
|
119,093
|
$
|
1,123
|
$
|
5,489
|
$
|
(6,612
|
)
|
$
|
119,093
|
$
|
713
|
$
|
(452
|
)
|
$
|
119,354
|
||||||||||
Earnings
from consolidated entities
|
(174,386
|
)
|
-
|
-
|
167,061
|
(7,325
|
)
|
-
|
-
|
6,612
|
(713
|
)
|
-
|
713
|
-
|
||||||||||||||||||||||
Depreciation
|
20
|
87,858
|
7,013
|
-
|
94,891
|
-
|
-
|
-
|
94,891
|
1,748
|
(420
|
)
|
96,219
|
||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
1,739
|
16,067
|
-
|
17,806
|
-
|
-
|
17,806
|
|||||||||||||||||||||||||
Change
in provision for losses on trade receivables
|
-
|
(24
|
)
|
-
|
-
|
(24
|
)
|
-
|
-
|
-
|
(24
|
)
|
-
|
-
|
(24
|
)
|
|||||||||||||||||||||
Change
in provision for losses on mortgage notes
|
-
|
(1,216
|
)
|
-
|
-
|
(1,216
|
)
|
-
|
-
|
-
|
(1,216
|
)
|
-
|
-
|
(1,216
|
)
|
|||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
-
|
7,643
|
(482
|
)
|
-
|
7,161
|
-
|
-
|
-
|
7,161
|
-
|
-
|
7,161
|
||||||||||||||||||||||||
Net
loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
1,082
|
1,959
|
-
|
3,041
|
-
|
-
|
3,041
|
|||||||||||||||||||||||||
Write-off
of unamortized debt issuance costs
|
13,629
|
-
|
-
|
-
|
13,629
|
-
|
-
|
-
|
13,629
|
-
|
-
|
13,629
|
|||||||||||||||||||||||||
Deferred
income taxes
|
53,921
|
-
|
-
|
-
|
53,921
|
(1,919
|
)
|
(2,116
|
)
|
-
|
49,886
|
458
|
212
|
50,556
|
|||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
(9,326
|
)
|
4
|
-
|
(9,322
|
)
|
9,928
|
(2,248
|
)
|
-
|
(1,642
|
)
|
-
|
-
|
(1,642
|
)
|
||||||||||||||||||||
Inventories
|
-
|
(7,061
|
)
|
-
|
-
|
(7,061
|
)
|
-
|
-
|
-
|
(7,061
|
)
|
(215
|
)
|
-
|
(7,276
|
)
|
||||||||||||||||||||
Prepaid
expenses
|
(1,978
|
)
|
(395
|
)
|
-
|
-
|
(2,373
|
)
|
-
|
-
|
-
|
(2,373
|
)
|
85
|
-
|
(2,288
|
)
|
||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(1,750
|
)
|
(7,213
|
)
|
-
|
(8,963
|
)
|
-
|
-
|
(8,963
|
)
|
|||||||||||||||||||||
Other
assets
|
341
|
11,581
|
(12,056
|
)
|
-
|
(134
|
)
|
2,395
|
458
|
-
|
2,719
|
(504
|
)
|
-
|
2,215
|
||||||||||||||||||||||
Related
party assets
|
400,318
|
(9,448
|
)
|
(54
|
)
|
(380,768
|
)
|
10,048
|
(716
|
)
|
392
|
(5,943
|
)
|
3,781
|
(698
|
)
|
2,506
|
5,589
|
|||||||||||||||||||
Accounts
payable and accrued expenses
|
(1,047
|
)
|
(24,491
|
)
|
16,828
|
-
|
(8,710
|
)
|
2,938
|
4,845
|
(5,652
|
)
|
(6,579
|
)
|
885
|
-
|
(5,694
|
)
|
|||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
37,776
|
-
|
-
|
37,776
|
(34,179
|
)
|
(9,215
|
)
|
-
|
(5,618
|
)
|
-
|
-
|
(5,618
|
)
|
|||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
(2,547
|
)
|
(12,331
|
)
|
-
|
(14,878
|
)
|
-
|
-
|
(14,878
|
)
|
|||||||||||||||||||||
Deferred
income
|
-
|
(250
|
)
|
-
|
-
|
(250
|
)
|
(2,841
|
)
|
-
|
(14,599
|
)
|
(17,690
|
)
|
205
|
-
|
(17,485
|
)
|
|||||||||||||||||||
Related
party liabilities
|
(167
|
)
|
(338,031
|
)
|
(94,914
|
)
|
380,768
|
(52,344
|
)
|
5,425
|
(94
|
)
|
52,149
|
5,136
|
307
|
(2,559
|
)
|
2,884
|
|||||||||||||||||||
Net
cash provided (used) by operating activities
|
409,744
|
(92,299
|
)
|
(69,685
|
)
|
-
|
247,760
|
(19,322
|
)
|
(4,007
|
)
|
25,955
|
250,386
|
2,984
|
-
|
253,370
|
|||||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(1
|
)
|
(186,534
|
)
|
(64,275
|
)
|
-
|
(250,810
|
)
|
-
|
-
|
-
|
(250,810
|
)
|
(1,552
|
)
|
-
|
(252,362
|
)
|
||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(172,117
|
)
|
(197,687
|
)
|
-
|
(369,804
|
)
|
-
|
-
|
(369,804
|
)
|
|||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
(42,604
|
)
|
(141,073
|
)
|
-
|
(183,677
|
)
|
-
|
-
|
(183,677
|
)
|
|||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,362
|
)
|
(2,362
|
)
|
-
|
-
|
(2,362
|
)
|
||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,838
|
)
|
-
|
(5,838
|
)
|
-
|
-
|
(5,838
|
)
|
||||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
40,395
|
6,447
|
-
|
46,842
|
-
|
-
|
-
|
46,842
|
-
|
-
|
46,842
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
152,237
|
274,547
|
-
|
426,784
|
-
|
-
|
426,784
|
|||||||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
25,786
|
94,069
|
-
|
119,855
|
-
|
-
|
119,855
|
|||||||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
10,615
|
-
|
10,615
|
-
|
-
|
10,615
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
8,403
|
-
|
-
|
8,403
|
-
|
-
|
8,403
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
44,911
|
514
|
-
|
45,425
|
-
|
-
|
45,425
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
10,338
|
-
|
10,338
|
-
|
-
|
10,338
|
|||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
804
|
539
|
-
|
1,343
|
-
|
-
|
-
|
1,343
|
-
|
-
|
1,343
|
|||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(1
|
)
|
(145,335
|
)
|
(57,289
|
)
|
-
|
(202,625
|
)
|
16,616
|
45,485
|
(2,362
|
)
|
(142,886
|
)
|
(1,552
|
)
|
-
|
(144,438
|
)
|
|||||||||||||||||
|
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the nine months ended September 30, 2005
|
31
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the nine months
ended December 31, 2005 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
80,266
|
215,950
|
952,334
|
-
|
1,248,550
|
-
|
-
|
-
|
1,248,550
|
-
|
-
|
1,248,550
|
|||||||||||||||||||||||||
Principal
repayments on credit facilities
|
(860,274
|
)
|
(10,383
|
)
|
(216,157
|
)
|
-
|
(1,086,814
|
)
|
-
|
-
|
-
|
(1,086,814
|
)
|
(902
|
)
|
-
|
(1,087,716
|
)
|
||||||||||||||||||
Debt
issuance costs
|
-
|
(5,152
|
)
|
(24,445
|
)
|
-
|
(29,597
|
)
|
-
|
-
|
-
|
(29,597
|
)
|
-
|
-
|
(29,597
|
)
|
||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
-
|
1,251
|
-
|
-
|
1,251
|
-
|
-
|
-
|
1,251
|
-
|
-
|
1,251
|
|||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
379,984
|
208,996
|
(588,980
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Preferred
stock dividends paid
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
-
|
(9,723
|
)
|
-
|
-
|
(9,723
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
15,471
|
-
|
15,471
|
-
|
-
|
15,471
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(55,943
|
)
|
-
|
(55,943
|
)
|
-
|
-
|
(55,943
|
)
|
||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(409,747
|
)
|
410,662
|
122,752
|
-
|
123,667
|
-
|
(40,472
|
)
|
-
|
83,195
|
(902
|
)
|
-
|
82,293
|
||||||||||||||||||||||
Effects
of exchange rate on cash
|
-
|
(30
|
)
|
-
|
-
|
(30
|
)
|
-
|
-
|
-
|
(30
|
)
|
-
|
-
|
(30
|
)
|
|||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
(4
|
)
|
172,998
|
(4,222
|
)
|
-
|
168,772
|
(2,706
|
)
|
1,006
|
23,593
|
190,665
|
530
|
-
|
191,195
|
||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
14
|
37,626
|
4,327
|
-
|
41,967
|
10,638
|
2,992
|
-
|
55,597
|
358
|
-
|
55,955
|
|||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
10
|
$
|
210,624
|
$
|
105
|
$
|
-
|
$
|
210,739
|
$
|
7,932
|
$
|
3,998
|
$
|
23,593
|
$
|
246,262
|
$
|
888
|
$
|
-
|
$
|
247,150
|
|||||||||||||
|
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the nine months ended September 30, 2005
|
|||||||||||||||||||||||||||||||||||||
32
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
10.
Industry Segment and Geographic Area Data
United
States
|
Canada
|
Consolidated
|
||||||||
(Unaudited)
|
||||||||||
(All
amounts are in thousands of U.S. $'s)
|
||||||||||
Quarter
Ended December 31, 2006
|
||||||||||
Total
revenues
|
$
|
447,195
|
$
|
19,643
|
$
|
466,838
|
||||
Depreciation
and amortization, net of (gains) losses on disposals
|
54,696
|
(459
|
)
|
54,237
|
||||||
Interest
expense
|
21,994
|
137
|
22,131
|
|||||||
Pretax
loss
|
(10,820
|
)
|
(3,049
|
)
|
(13,869
|
)
|
||||
Income
tax benefit
|
(3,352
|
)
|
(1,037
|
)
|
(4,389
|
)
|
||||
Identifiable
assets
|
3,586,132
|
86,364
|
3,672,496
|
|||||||
Quarter
Ended December 31, 2005
|
||||||||||
Total
revenues
|
$
|
477,893
|
$
|
17,777
|
$
|
495,670
|
||||
Depreciation
and amortization, net of (gains) losses on disposals
|
42,385
|
(1,810
|
)
|
40,575
|
||||||
Interest
expense
|
17,598
|
193
|
17,791
|
|||||||
Pretax
earnings (loss)
|
28,755
|
(1,127
|
)
|
27,628
|
||||||
Income
tax expense (benefit)
|
12,506
|
(48
|
)
|
12,458
|
||||||
Identifiable
assets
|
3,295,119
|
71,088
|
3,366,207
|
|||||||
United
States
|
Canada
|
Consolidated
|
||||||||
(Unaudited)
|
||||||||||
(All
amounts are in thousands of U.S. $'s)
|
||||||||||
Nine
Months Ended December 31, 2006
|
||||||||||
Total
revenues
|
$
|
1,564,837
|
$
|
75,563
|
$
|
1,640,400
|
||||
Depreciation
and amortization, net of (gains) losses on disposals
|
142,397
|
5,049
|
147,446
|
|||||||
Interest
expense
|
61,254
|
402
|
61,656
|
|||||||
Pretax
earnings
|
173,800
|
2,256
|
176,056
|
|||||||
Income
tax expense
|
68,857
|
767
|
69,624
|
|||||||
Identifiable
assets
|
3,586,132
|
86,364
|
3,672,496
|
|||||||
Nine
Months Ended December 31, 2005
|
||||||||||
Total
revenues
|
$
|
1,590,900
|
$
|
69,744
|
$
|
1,660,644
|
||||
Depreciation
and amortization, net of (gains) losses on disposals
|
116,338
|
4,848
|
121,186
|
|||||||
Interest
expense (income)
|
52,187
|
485
|
52,672
|
|||||||
Pretax
earnings
|
192,443
|
5,475
|
197,918
|
|||||||
Income
tax expense (benefit)
|
78,588
|
(24
|
)
|
78,564
|
||||||
Identifiable
assets
|
3,295,119
|
71,088
|
3,366,207
|
|||||||
33
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
the third quarter and first nine months of fiscal 2007, compared with the third
quarter and first nine months of fiscal 2006 beginning with an overview. We
then
provide an analysis of changes in our balance sheets and cash flows, and discuss
our financial commitments in the sections entitled “Liquidity and Capital
Resources” and “Disclosures about Contractual Obligations and Commercial
Commitments.” We conclude this MD&A by discussing our outlook for the
remainder of fiscal 2007 and into fiscal 2008. The information in this 10-Q
should be read in conjunction with Management’s Discussion and Analysis and
financial statements and notes thereto included in the AMERCO 2006 Form
10-K.
This
MD&A should be read in conjunction with the other sections of this Quarterly
Report on Form 10-Q. The various sections of this MD&A contain a number of
forward-looking statements, as discussed under the caption “Cautionary
Statements Regarding Forward-Looking Statements” all of which are based on our
current expectations and could be affected by the uncertainties and risk factors
described throughout this filing and particularly under “Part II Item 1A. Risk
Factors.” Our actual results may differ materially from these forward-looking
statements.
The
third
fiscal quarter for AMERCO ends on the 31st
of
December for each year that is referenced. Our insurance company subsidiaries
have a third quarter that ends on the 30th
of
September for each year that is referenced. They have been consolidated on
that
basis. Management believes that consolidating their calendar year quarters
into
our fiscal year quarterly financial statements does not materially affect the
financial position or results of operations. The Company discloses any material
events occurring during the intervening period. Consequently, all references
to
our insurance subsidiaries’ years 2006 and 2005 correspond to the Company’s
fiscal years 2007 and 2006, respectively.
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 self-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.
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. We believe this has enabled 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.
34
Moving
and Storage Operating Segment
Our
Moving and Storage Operating Segment consists of the rental of trucks, trailers,
specialty rental items 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, specialty rental items 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. We believe offering these and other
ancillary moving and storage related products benefit our customers by providing
them a convenient and affordable one-stop shopping option. In addition to these
products the Company offers a wide selection of hitches and towing accessories
along with complete installation services. U-Haul has one of North America’s
largest propane barbeque-refilling networks with over 1,000 locations providing
this convenient service.
eMove
is
an online marketplace that connects consumers to over 4,000 independent Moving
Help™ and 3,000 independent Self-Storage Affiliates. 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 3,000 independent self-storage facilities are now registered
on
the eMove network.
With
over
99,000 unedited reviews of independent Affiliates, the marketplace has
facilitated thousands of 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 disability coverage.
SAC
Holding II 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 earnings 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).
35
Critical
Accounting Policies and Estimates
The
Company’s financial statements have been prepared in conformity with accounting
principles generally accepted in the United States. 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. Certain accounting
policies require us to make difficult and subjective judgments and assumptions,
often as a result of the need to make estimates of matters that are inherently
uncertain.
Below
we
have set forth, with a detailed description, the accounting policies that we
deem most critical to us and that require management’s most difficult and
subjective judgments. 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. FIN 46(R) addresses arrangements where
the company does not hold a majority of the voting or similar interests of
a
variable interest entity (VIE). The company is required to consolidate a VIE
if
it is determined it is the primary beneficiary. ARB 51 addresses the policy
when
the company owns a majority of the voting or similar rights and exercises
effective control.
As
promulgated by FIN 46(R), a VIE is not self-supportive due to 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
consolidated financial statements for the third quarters and the first nine
months of fiscal 2007 and fiscal 2006, and the balance sheet as of March 31,
2006, include the accounts of AMERCO and its wholly-owned subsidiaries and
SAC
Holding II.
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.
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.
36
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 expense 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. Equipment depreciation is recognized in
amounts expected to result in the recovery of estimated residual values upon
disposal, i.e., no gains or losses. 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 asset residual
values 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 approximately ten years that the Company 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.
Under the declining balances method (2.4 times declining balance) the book
value
of a rental truck is reduced 16%, 13%, 11%, 9%, 8%, 7%, and 6% during years
one
through seven, respectively and then reduced on a straight line basis an
additional 10% by the end of year fifteen.
Whereas,
a standard straight line approach would reduce the book value by approximately
5.3% per year over the life of the truck. For the affected equipment, the
accelerated depreciation was $9.2 million greater than what it would have been
if calculated under a straight line approach for the quarter and $22.9 million
for the nine months ended December 31, 2006.
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 phone at 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.
37
Insurance
Reserves
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, morbidity and withdrawal assumptions from recognized actuarial tables
which contain margins for adverse deviation. In addition, liabilities for
health, disability and other policies include estimates of payments to be made
on insurance claims for reported losses and estimates of losses incurred, but
not yet reported. Liabilities for annuity contracts consist of contract account
balances that accrue to the benefit of the policyholders, excluding surrender
charges.
Insurance
reserves for RepWest and U-Haul take into account losses incurred based upon
actuarial estimates. These estimates are based on past claims experience and
current claim trends as well as social and economic conditions such as changes
in legal theories and inflation. Due to the nature of underlying risks and
the
high degree of uncertainty associated with the determination of the liability
for future policy benefits and claims, the amounts to be ultimately paid to
settle liabilities cannot be precisely determined and may vary significantly
from the estimated liability.
A
consequence of the long tail nature of the assumed reinsurance and the excess
workers compensation lines of insurance that were written by RepWest is that
it
takes a number of years for claims to be fully reported and finally settled.
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. The Company’s insurance
subsidiaries recognized $0.3 million in other-than-temporary impairments for
the
third quarter of fiscal 2007 and $1.6 million for the nine months of fiscal
2007.
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%.
AMERCO
files a consolidated tax return with all of its legal subsidiaries, except
for
DGLIC which will file 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
In
June
2006, the Financial Accounting Standards Board (FASB) issued a standard that
addresses accounting for income taxes: FIN 48, Accounting
for Uncertainty in Income Taxes.
Among
other things, FIN 48 requires applying an audit sustainability standard of
“more
likely than not” related to the recognition and de-recognition of tax positions.
The new guidance will be effective for us in fiscal 2008. We are currently
evaluating the requirements of FIN 48 and any impact this interpretation may
have on our consolidated financial statements and management will provide a
more
thorough analysis of the effects of implementation in our March 31, 2007 Form
10-K filing.
38
In
September 2006, the SEC issued Staff Accounting Bulletin (SAB) 108 “Considering
the Effects of Prior Year Misstatements in Current Year Financial
Statements”,
which
provides interpretive guidance on how the effects of prior year uncorrected
misstatements should be considered when quantifying misstatements in current
year financial statements. There is currently diversity in practice, with the
two commonly used methods to quantify misstatements being the “rollover” method
(which primarily focuses on the income statement impact of misstatements) and
the “iron curtain” method (which focuses on the balance sheet impact). SAB 108
requires registrants to use a dual approach whereby both of these methods are
considered in evaluating the materiality of financial statement errors. Prior
materiality assessments will need to be reconsidered using both the rollover
and
iron curtain methods. The Company is currently evaluating the impact of adopting
SAB 108, but we do not expect this Statement to have a material impact on our
consolidated financial statements.
In
September 2006, the FASB issued SFAS 157, which establishes how companies should
measure fair value when they are required to use a fair value measure for
recognition or disclosure purposes under GAAP. This Statement is effective
for
financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those years. The provisions of SFAS 157 are
effective for us in April 2008. The Company is currently evaluating the impact
of this Statement on our consolidated financial statements.
In
September 2006, the FASB issued SFAS 158, which requires companies to recognize
a net liability or asset to report the over-funded or under-funded status of
their defined benefit pension and other postretirement benefit plans on their
balance sheets and recognize changes in funded status in the year in which
the
changes occur through other comprehensive income. The funded status to be
measured is the difference between plan assets at fair value and the benefit
obligation. This Statement requires that gains and losses and prior service
costs or credits, net of tax, that arise during the period be recognized as
a
component of other comprehensive income and not as components of net periodic
benefit cost. We will adopt the balance sheet provisions of SFAS 158, as
required, at March 31, 2007. As discussed in Note 14 to the March 31, 2006
financial statements, the Company uses December 31 as the measurement date
to
measure the assets and obligations of its post retirement and post employment
benefits plans. SFAS 158 will require the Company to perform the measurements
at
March 31 no later than fiscal years ending after December 15, 2008. The Company
expects to make this change in fiscal 2008. The Company does not expect this
Statement to have a material impact on our consolidated financial
statements.
39
Results
of Operations
AMERCO and
Consolidated Entities
Quarter
Ended December
31, 2006 compared with the Quarter Ended December 31,
2005
Listed
below on a consolidated basis are revenues for our major product lines for
the
third quarter of fiscal 2007 and the third quarter of fiscal 2006:
Quarter
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
328,149
|
$
|
353,409
|
|||
Self-storage
revenues
|
31,765
|
29,784
|
|||||
Self-moving
and self-storage products and service sales
|
46,351
|
47,316
|
|||||
Property
management fees
|
5,914
|
4,289
|
|||||
Life
insurance premiums
|
29,454
|
30,743
|
|||||
Property
and casualty insurance premiums
|
6,555
|
9,949
|
|||||
Net
investment and interest income
|
13,019
|
12,807
|
|||||
Other
revenue
|
5,631
|
7,373
|
|||||
Consolidated
revenue
|
$
|
466,838
|
$
|
495,670
|
|||
During
the third quarter of fiscal 2007, self-moving equipment rentals decreased $25.3
million, compared with the third quarter of fiscal 2006. The negative trend
in
one-way revenue per transaction seen in the Company’s fiscal 2007 second quarter
continued in the third quarter of fiscal 2007. The Company has responded to
competitive pricing primarily in the one-way self-moving market. This has
resulted in lower revenues; although we have seen increases in one-way
transactions when compared with the third quarter of fiscal 2006. The Company
is
attempting to improve revenue per transaction; however, if these competitive
pricing issues continue our revenues may be negatively impacted in the
future.
Self-storage
revenues increased $2.0 million in the third quarter of fiscal 2007, compared
with the third quarter of fiscal 2006 due to improved pricing. During the third
quarter of fiscal 2007, the Company has increased rooms and square footage
available primarily through build-outs at existing facilities.
Sales
of
self-moving and self-storage products and service sales revenues decreased
$1.0
million in the third quarter of fiscal 2007, compared with the third quarter
of
fiscal 2006. The third quarter of fiscal 2006 included increased retail sales
related to post hurricane activity. The Company continues to improve its
visibility as a provider of propane, moving supplies and towing accessories
in
an effort to improve sales results.
Premiums
at RepWest decreased $3.4 million due to retrospective premiums that were earned
during the third quarter of fiscal 2006.
Oxford’s
premium revenues decreased approximately $1.3 million primarily as a result
of a
decrease in credit premiums offset by revenues resulting from the acquisition
of
DGLIC.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $466.8 million in the third quarter of fiscal 2007, compared
with
$495.7 million in the third quarter of fiscal 2006.
40
Listed
below are revenues and earnings (loss) from operations at each of our four
operating segments for the third quarter of fiscal 2007 and the third quarter
of
fiscal 2006; for the insurance companies the third quarter ended September
30,
2006 and 2005.
Quarter
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Moving
and storage
|
|||||||
Revenues
|
$
|
418,493
|
$
|
441,725
|
|||
Earnings
from operations
|
4,911
|
42,689
|
|||||
Property
and casualty insurance
|
|||||||
Revenues
|
11,667
|
12,827
|
|||||
Earnings
(loss) from operations
|
738
|
(1,597
|
)
|
||||
Life
insurance
|
|||||||
Revenues
|
35,835
|
37,064
|
|||||
Earnings
from operations
|
4,333
|
2,620
|
|||||
SAC
Holding II
|
|||||||
Revenues
|
10,810
|
10,870
|
|||||
Earnings
from operations
|
3,011
|
3,630
|
|||||
Eliminations
|
|||||||
Revenues
|
(9,967
|
)
|
(6,816
|
)
|
|||
Earnings
from operations
|
(4,731
|
)
|
(1,923
|
)
|
|||
Consolidated
results
|
|||||||
Revenues
|
466,838
|
495,670
|
|||||
Earnings
from operations
|
8,262
|
45,419
|
|||||
Total
costs and expenses increased $8.3 million in the third quarter of fiscal 2007,
compared with the third quarter of fiscal 2006. This is due primarily to
increases in depreciation expense associated with the acquisition of new trucks
and the fleet rotation. Reductions in maintenance and repair costs and insurance
expenses were partially offset by increases in other fleet related expenses.
For
additional information on the Company’s depreciation policy refer to Item 2
“Critical Accounting Policies” of this filing.
As
a
result of the aforementioned changes in revenues and expenses, earnings from
operations decreased to $8.3 million in the third quarter of fiscal 2007,
compared with $45.4 million in the third quarter of fiscal 2006.
Interest
expense in the third quarter of fiscal 2007 was $22.1 million, compared with
$17.8 million in the third quarter of fiscal 2006 reflecting the increase in
average debt outstanding for the quarter.
Income
tax expense (benefit) was ($4.4) million in the third quarter of fiscal 2007,
compared with $12.5 million in the third quarter of fiscal 2006 and reflects
pretax losses for the third quarter of fiscal 2007.
Dividends
accrued on our Series A preferred stock were $3.2 million in third quarter
of
fiscal 2007, unchanged from the third quarter of fiscal 2006.
As
a
result of the above mentioned items, earnings (loss) available to common
shareholders were ($12.7) million in the third quarter of fiscal 2007, compared
with $11.9 million in the third quarter of fiscal 2006.
The
weighted average common shares outstanding basic and diluted were 20,922,433
in
third quarter of fiscal 2007, compared with 20,865,684 in the third quarter
of
fiscal 2006.
Basic
and
diluted earnings (loss) per common share in the third quarter of fiscal 2007
were ($0.61), compared with $0.57 in the third quarter of fiscal
2006.
41
Moving
and Storage
Quarter
Ended
December 31, 2006 compared with the Quarter Ended December 31,
2005
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment for the third quarter of fiscal 2007 and the third quarter
of
fiscal 2006:
Quarter
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
328,149
|
$
|
353,409
|
|||
Self-storage
revenues
|
26,706
|
25,055
|
|||||
Self-moving
and self-storage products and service sales
|
42,992
|
43,697
|
|||||
Property
management fees
|
6,559
|
4,942
|
|||||
Net
investment and interest income
|
9,490
|
8,440
|
|||||
Other
revenue
|
4,597
|
6,182
|
|||||
Moving
and Storage revenue
|
$
|
418,493
|
$
|
441,725
|
|||
During
the third quarter of fiscal 2007, self-moving equipment rentals decreased $25.3
million, compared with the third quarter of fiscal 2006. The negative trend
in
one-way revenue per transaction seen in the Company’s fiscal 2007 second quarter
continued in the third quarter of fiscal 2007. The Company has responded to
competitive pricing primarily in the one-way self-moving market. This has
resulted in lower revenues; although we have seen increases in one-way
transactions when compared with the third quarter of fiscal 2006. The Company
is
attempting to improve revenue per transaction; however, if these competitive
pricing issues continue our revenues may be negatively impacted in the
future.
Self-storage
revenues increased $1.7 million in the third quarter of fiscal 2007, compared
with the third quarter of fiscal 2006 primarily due to improved pricing. The
Company has increased the number of rooms and square footage available period
over period primarily through the expansion of existing facilities.
Sales
of
self-moving and self-storage products and service sales revenues decreased
$0.7
million in the third quarter of fiscal 2007, compared with the third quarter
of
fiscal 2006. The third quarter of fiscal 2006 included increased retail sales
related to post hurricane activity.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the condensed consolidated financial statement for Moving and Storage
represent Company-owned locations only. Self-storage data for our Company-owned
storage locations is as follows:
Quarter
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except occupancy rate)
|
|||||||
Room
count as of December 31
|
126
|
123
|
|||||
Square
footage as of December 31
|
9,948
|
9,515
|
|||||
Average
number of rooms occupied
|
107
|
107
|
|||||
Average
occupancy rate based on room count
|
85.4
|
%
|
86.9
|
%
|
|||
Average
square footage occupied
|
8,585
|
8,448
|
|||||
42
Total
costs and expenses increased $15.6 million in the third quarter of fiscal 2007,
compared with the third quarter of fiscal 2006. Increases in fleet related
expenses including depreciation, licensing and freight costs were partially
offset by reductions in maintenance and repair expenses.
As
a
result of the above mentioned changes in revenues, expenses and earnings
(losses) in consolidated entities, earnings from operations decreased to $4.9
million in the third quarter of fiscal 2007, compared with $42.7 million in
the
third quarter of fiscal 2006.
U-Haul
International, Inc.
Quarter
Ended December31,
2006 compared with the Quarter Ended December 31,
2005
Listed
below are revenues for the major product lines at U-Haul International, Inc.
for
the third quarter of fiscal 2007 and the third quarter of fiscal
2006:
Quarter
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
328,149
|
$
|
353,409
|
|||
Self-storage
revenues
|
26,251
|
24,655
|
|||||
Self-moving
and self-storage products and service sales
|
42,992
|
43,697
|
|||||
Property
management fees
|
6,559
|
4,942
|
|||||
Net
investment and interest income
|
8,294
|
7,538
|
|||||
Other
revenue
|
5,945
|
7,709
|
|||||
U-Haul
International, Inc. revenue
|
$
|
418,190
|
$
|
441,950
|
|||
During
the third quarter of fiscal 2007, self-moving equipment rentals decreased $25.3
million, compared with the third quarter of fiscal 2006. The negative trend
in
one-way revenue per transaction seen in the Company’s fiscal 2007 second quarter
continued in the third quarter of fiscal 2007. The Company has responded to
competitive pricing primarily in the one-way self-moving market. This has
resulted in lower revenues; although we have seen increases in one-way
transactions when compared with the third quarter of fiscal 2006. The Company
is
attempting to improve revenue per transaction; however, if these competitive
pricing issues continue our revenues may be negatively impacted in the
future.
Self-storage
revenues increased $1.6 million in the third quarter of fiscal 2007, compared
with the third quarter of fiscal 2006 primarily due to improved pricing. The
Company has increased the number of rooms and square footage available period
over period through the expansion of existing facilities.
Sales
of
self-moving and self-storage products and service sales decreased $0.7 million
in the third quarter of fiscal 2007, compared with the third quarter of fiscal
2006. The Company continues to improve its visibility as a provider of propane,
moving supplies and towing accessories in an effort to improve sales results.
Total
costs and expenses increased $17.1 million in the third quarter of fiscal 2007,
compared with the third quarter of fiscal 2006. This is primarily due to
increases in depreciation expenses related to the rental fleet partially offset
by reductions in maintenance and repair expense.
As
a
result of the above mentioned changes in revenues and expenses, earnings (loss)
from operations were ($7.6) million in the third quarter of fiscal 2007,
compared with $33.3 million in the third quarter of fiscal 2006.
43
Republic
Western Insurance Company
Quarter
Ended September 30,
2006 compared with the Quarter Ended September 30,
2005
Premium
revenues were $6.6 million and $9.9 million for the third quarters ended
September 30, 2006 and 2005, respectively. The overall decrease is due to
retrospective premiums that were earned in 2005 that did not duplicate itself
in
2006. U-Haul related premiums were $6.1 million and $6.5 million for the third
quarters ended September 30, 2006 and 2005, respectively. Other lines of
business were $0.5 million and $3.4 million for the third quarters ended
September 30, 2006 and 2005, respectively.
Net
investment income was $5.1 million and $2.9 million for the third quarters
ended
September 30, 2006 and 2005, respectively. The quarter included the recognition
of $1.8 million of income on properties sold.
Benefits
and losses incurred were $8.2 million and $10.0 million for the third quarters
ended September 30, 2006 and 2005, respectively. The overall decrease resulted
from reduced exposure due to RepWest’s decision to exit its non U-Haul lines of
business.
Net
operating expenses, which are offset by claims handling fees charged to U-Haul,
were $2.3 million and $4.1 million for the third quarters ended September 30,
2006 and 2005 respectively. The decrease in operating expenses was a result
of a
$1.4 million assessment in 2005 that related to the Florida
hurricanes.
Pretax
earnings (loss) from operations were $0.7 million and ($1.6) million for the
third quarters ended September 30, 2006 and 2005.
Oxford
Life Insurance Company
Quarter
Ended September
30, 2006 compared with the Quarter Ended September 30,
2005
Net
premiums were $29.8 million and $31.1 million for the third quarters ended
September 30, 2006 and 2005, respectively. Increases in Medicare supplement
and
life premiums of $2.2 million and $0.9 million respectively, were more than
offset by a decrease of $3.8 million in credit premiums. Effective February
28,
2006, CFLIC purchased DGLIC that primarily sells Medicare supplement insurance.
During the three-month period this company contributed $4.0 million of premium
revenue.
Net
investment income was $5.0 million and $4.4 million for the third quarters
ended
September 30, 2006 and 2005, respectively. The increase was primarily due to
fewer capital losses in the current period. Other income decreased slightly
in
the current quarter.
Benefits
incurred were $21.3 million and $22.7 million for the third quarters ended
September 30, 2006 and 2005, respectively. The decrease primarily resulted
from
decreased credit business, as well as improved loss ratios in the life insurance
segment. These decreases were largely offset by increased Medicare supplement
benefits which resulted from increased revenues from DGLIC.
Amortization
of deferred acquisition costs (DAC) and the value of business acquired (VOBA)
was $3.8 million and $5.5 million for the third quarters ended September 30,
2006 and 2005, 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 $1.0
million from 2005 primarily due to reduced surrender activity, and credit
amortization decreased $1.1 million, due to the attrition of business. Medicare
supplement and life amortization increased due to additional business. Operating
expenses were level for the third quarters ended September 30, 2006 and 2005,
respectively.
Earnings
from operations were $4.3 million and $2.6 million for the third quarters ended
September 30, 2006 and 2005, respectively.
44
SAC
Holding II
Quarter
Ended December
31, 2006 compared with the Quarter Ended December 31,
2005
Listed
below are revenues for the major product lines at SAC Holding II for the third
quarter of fiscal 2007 and the third quarter of fiscal 2006:
Quarter
Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
2,018
|
$
|
2,211
|
|||
Self-storage
revenues
|
5,059
|
4,729
|
|||||
Self-moving
and self-storage products and service sales
|
3,359
|
3,619
|
|||||
Other
revenue
|
374
|
311
|
|||||
Segment
revenue
|
$
|
10,810
|
$
|
10,870
|
|||
Revenues
in the third quarter of fiscal 2007 decreased $0.1 million.
Total
costs and expenses were $7.8 million in the third quarter of fiscal 2007,
compared with $7.2 million in the third quarter of fiscal 2006.
Earnings
from operations were $3.0 million in the third quarter of fiscal 2007, compared
with $3.6 million in the third quarter of fiscal 2006.
45
AMERCO
and Consolidated Entities
Nine
MonthsEnded
December 31, 2006 compared with the Nine Months Ended December 31,
2005
Listed
below on a consolidated basis are revenues for our major product lines for
the
first nine months of fiscal 2007 and the first nine months of fiscal
2006:
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,181,103
|
$
|
1,201,374
|
|||
Self-storage
revenues
|
94,612
|
89,776
|
|||||
Self-moving
and self-storage products and service sales
|
175,718
|
176,371
|
|||||
Property
management fees
|
13,747
|
12,558
|
|||||
Life
insurance premiums
|
91,493
|
90,050
|
|||||
Property
and casualty insurance premiums
|
18,407
|
20,172
|
|||||
Net
investment and interest income
|
42,757
|
38,873
|
|||||
Other
revenue
|
22,563
|
31,470
|
|||||
Consolidated
revenue
|
$
|
1,640,400
|
$
|
1,660,644
|
|||
During
the first nine months of fiscal 2007, self-moving equipment rentals decreased
$20.3 million, compared with the first nine months of fiscal 2006, with the
majority of the variance occurring in the third quarter. The Company has seen
an
increase in one-way transactions for the nine months ended December 31, 2006
in
comparison to the same period last year. However, revenue per one-way
transaction is down for the nine months due primarily to aggressive pricing
by
competitors. The Company is encouraged by the growth in one-way transactions
and
is attempting to improve revenue per transaction. However, we will respond
to
competitor pricing and this could continue to inhibit overall self-moving
equipment rental revenues in the future.
Self-storage
revenues increased $4.8 million in the first nine months of fiscal 2007,
compared with the first nine months of fiscal 2006 due primarily to improved
pricing. During the first nine months of fiscal 2007, the Company has increased
rooms available primarily through build-outs at existing facilities and the
acquisition of new facilities.
Other
revenues decreased $8.9 million in the first nine months of fiscal 2007,
compared with the first nine months of fiscal 2006. The first nine months of
fiscal 2006 included several non-recurring items including warranty claims
and
the reduction of an allowance account.
Premiums
at RepWest decreased $1.8 million due to retrospective premiums earned in the
prior year.
Oxford’s
premium revenues increased approximately $1.4 million.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $1,640.4 million in the first nine months of fiscal 2007, compared
with $1,660.6 million in the first nine months of fiscal 2006.
46
Listed
below are revenues and earnings from operations at each of our four operating
segments for the first nine months of fiscal 2007 and the first nine months
of
fiscal 2006; for the insurance companies the first nine months ended September
30, 2006 and 2005.
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Moving
and storage
|
|||||||
Revenues
|
$
|
1,484,952
|
$
|
1,504,671
|
|||
Earnings
from operations
|
233,622
|
276,227
|
|||||
Property
and casualty insurance
|
|||||||
Revenues
|
28,995
|
29,193
|
|||||
Earnings
from operations
|
4,103
|
1,727
|
|||||
Life
insurance
|
|||||||
Revenues
|
112,703
|
111,407
|
|||||
Earnings
from operations
|
11,687
|
9,357
|
|||||
SAC
Holding II
|
|||||||
Revenues
|
35,824
|
35,541
|
|||||
Earnings
from operations
|
11,273
|
10,730
|
|||||
Eliminations
|
|||||||
Revenues
|
(22,074
|
)
|
(20,168
|
)
|
|||
Earnings
from operations
|
(16,004
|
)
|
(11,824
|
)
|
|||
Consolidated
results
|
|||||||
Revenues
|
1,640,400
|
1,660,644
|
|||||
Earnings
from operations
|
244,681
|
286,217
|
|||||
Total
costs and expenses increased $21.3 million in the first nine months of fiscal
2007, compared with the first nine months of fiscal 2006. This is due primarily
to increases in lease and depreciation expenses associated with the upgrading
of
our fleet. Reductions in maintenance and repair costs and insurance expenses
were partially offset by increases in other fleet related expenses.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $244.7 million in the first nine months of fiscal 2007,
compared with $286.2 million in the first nine months of fiscal
2006.
Interest
expense in the first nine months of fiscal 2007 was $68.6 million, compared
with
$88.3 million in the first nine months of fiscal 2006. The second quarter of
fiscal 2007 included a one-time, non-recurring charge of $7.0 million before
taxes related to the full amortization of deferred debt issuance costs related
to the Real Estate Loan that was amended in the second quarter. The refinancing
costs had the effect of decreasing on a non-recurring basis, earnings in the
first nine months ended December 31, 2006 by $0.33 per share before taxes,
in
which the tax effect was approximately $0.13 per share. The first quarter of
fiscal 2006 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 refinancing costs
had
the effect of decreasing on a non-recurring basis, earnings in the first nine
months ended December 31, 2005 by $1.71 per share before taxes, in which the
tax
effect was approximately $0.63 per share.
Income
tax expense was $69.6 million in the first nine months of fiscal 2007, compared
with $78.6 million in first nine months of fiscal 2006 and reflects lower pretax
earnings for the first nine months of fiscal 2007.
Dividends
accrued on our Series A preferred stock were $9.7 million in first nine months
of fiscal 2007, unchanged from the first nine months of fiscal 2006.
As
a
result of the above mentioned items, earnings available to common shareholders
were $96.7 million in the first nine months of fiscal 2007, compared with $109.6
million in the first nine months of fiscal 2006.
47
The
weighted average common shares outstanding basic and diluted were 20,910,089
in
first nine months of fiscal 2007, compared with 20,850,254 in the first nine
months of fiscal 2006.
Basic
and
diluted earnings per common share in the first nine months of fiscal 2007 were
$4.62, compared with $5.26 in the first nine months of fiscal 2006.
Moving
and Storage
Nine
Months
Ended December 31, 2006 compared with the Nine Months Ended December 31,
2005
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment for the first nine months of fiscal 2007 and the first nine
months of fiscal 2006:
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,181,103
|
$
|
1,201,374
|
|||
Self-storage
revenues
|
79,663
|
75,746
|
|||||
Self-moving
and self-storage products and service sales
|
163,222
|
163,369
|
|||||
Property
management fees
|
15,893
|
14,688
|
|||||
Net
investment and interest income
|
26,338
|
22,143
|
|||||
Other
revenue
|
18,733
|
27,351
|
|||||
Moving
and Storage revenue
|
$
|
1,484,952
|
$
|
1,504,671
|
|||
During
the first nine months of fiscal 2007, self-moving equipment rentals decreased
$20.3 million, compared with the first nine months of fiscal 2006, with the
majority of the variance occurring in the third quarter. The Company has seen
an
increase in one-way transactions for the nine months ended December 31, 2006
in
comparison to the same period last year. However, revenue per one-way
transaction is down for the nine months due primarily to aggressive pricing
by
competitors. The Company is encouraged by the growth in one-way transactions
and
is attempting to improve revenue per transaction. However, we will respond
to
competitor pricing and this could continue to inhibit overall self-moving
equipment rental revenues in the future.
Self-storage
revenues increased $3.9 million in the first nine months of fiscal 2007,
compared with the first nine months of fiscal 2006 primarily due to improved
pricing. The Company has increased the number of rooms and square footage
available period over period through the expansion of existing facilities and
the acquisition of new facilities.
Other
revenues decreased $8.6 million in the first nine months of fiscal 2007,
compared with the first nine months of fiscal 2006. The first nine months of
fiscal 2006 included several non-recurring items.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the condensed consolidated financial statements for Moving and Storage
represent Company-owned locations only. Self-storage data for our Company-owned
storage locations is as follows:
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except occupancy rate)
|
|||||||
Room
count as of December 31
|
126
|
123
|
|||||
Square
footage as of December 31
|
9,948
|
9,515
|
|||||
Average
number of rooms occupied
|
109
|
108
|
|||||
Average
occupancy rate based on room count
|
87.6
|
%
|
88.0
|
%
|
|||
Average
square footage occupied
|
8,702
|
8,545
|
|||||
48
Total
costs and expenses increased $26.7 million in the first nine months of fiscal
2007, compared with the first nine months of fiscal 2006. Increases in
depreciation, lease, licensing and freight costs resulting from the acquisition
of new trucks and the rotation of the fleet were partially offset by reductions
in maintenance and repair. The first nine months of fiscal 2007 included costs
associated with re-imaging portions of the existing rental truck
fleet.
As
a
result of the above mentioned changes in revenues, expenses and earnings
(losses) in consolidated entities, earnings from operations decreased to $233.6
million in the first nine months of fiscal 2007, compared with $276.2 million
in
the first nine months of fiscal 2006.
U-Haul
International, Inc.
Nine
MonthsEnded
December 31, 2006 compared with the Nine Months Ended December 31,
2005
Listed
below are revenues for the major product lines at U-Haul International, Inc.
for
the first nine months of fiscal 2007 and the first nine months of fiscal
2006:
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
1,181,103
|
$
|
1,201,374
|
|||
Self-storage
revenues
|
78,400
|
74,450
|
|||||
Self-moving
and self-storage products and service sales
|
163,222
|
163,369
|
|||||
Property
management fees
|
15,893
|
14,688
|
|||||
Net
investment and interest income
|
22,680
|
18,254
|
|||||
Other
revenue
|
22,697
|
31,147
|
|||||
U-Haul
International, Inc. revenue
|
$
|
1,483,995
|
$
|
1,503,282
|
|||
During
the first nine months of fiscal 2007, self-moving equipment rentals decreased
$20.3 million, compared with the first nine months of fiscal 2006 with the
majority of the variance occurring in the third quarter. The Company has seen
an
increase in one-way transactions for the nine months ended December 31, 2006
in
comparison to the same period last year. However, revenue per one-way
transaction is down for the nine months due primarily to aggressive pricing
by
competitors. The Company is encouraged by the growth in one-way transactions and
is attempting to improve revenue per transaction. However, we will respond
to
competitor pricing and this could continue to inhibit overall self-moving
equipment rental revenues in the future.
Self-storage
revenues increased $4.0 million in the first nine months of fiscal 2007,
compared with the first nine months of fiscal 2006 due to improved pricing.
The
Company has increased the number of rooms and square footage available period
over period through the expansion of existing facilities and the acquisition
of
new facilities.
Sales
of
self-moving and self-storage products and service sales remained constant in
the
first nine months of fiscal 2007, compared with the first nine months of fiscal
2006. The Company continues to improve its visibility as a provider of propane,
moving supplies and towing accessories.
Total
costs and expenses increased $32.4 million in the first nine months of fiscal
2007, compared with the first nine months of fiscal 2006. This is primarily
due
to increases in lease and depreciation expenses related to the rotation of
the
rental fleet. Reductions in maintenance and repair expense were partially offset
by the cost of re-imaging portions of the existing rental fleet along with
freight and licensing costs.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $188.1 million in the first nine months of fiscal 2007,
compared with $239.7 million in the first nine months of fiscal
2006.
49
Republic
Western Insurance Company
Nine
Months Ended September 30,
2006 compared with the Nine Months Ended September 30,
2005
Premium
revenues were $18.4 million and $20.2 million for the nine months ended
September 30, 2006 and 2005, respectively. The decrease is due to retrospective
premiums that were earned in 2005 and which did not reoccur in 2006. U-Haul
related premiums were $16.4 million and $15.3 million for the nine months ended
September 30, 2006 and 2005, respectively. Other lines of business were $2.0
million and $4.9 million for the nine months ended September 30, 2006 and 2005,
respectively.
Net
investment income was $10.6 million and $9.0 million for the nine months ended
September 30, 2006 and 2005, respectively. The increase is due to additional
real estate income from properties sold.
Benefits
and losses incurred were $17.4 million and $17.2 million for the nine months
ended September 30, 2006 and 2005, respectively.
Amortization
of deferred acquisition costs stayed consistent at $1.7 million for the nine
months ended September 30, 2006 and 2005, respectively.
Operating
expenses, which are offset by claims handling fees and intercompany policy
fees
charged to U-Haul, were $5.8 million and $8.6 million for the nine months ended
September 30, 2006 and 2005 respectively. The decrease is due to RepWest
receiving a $1.4 million assessment in 2005 regarding the Florida hurricanes
of
2004 and Repwest offsetting operating expenses during 2006 with approximately
$1.4 million of other recoveries.
Pretax
earnings from operations were $4.1 million and $1.7 million for the nine months
ended September 30, 2006 and 2005.
Oxford
Life Insurance Company
Nine
MonthsEnded
September 30, 2006 compared with the Nine Months Ended September 30,
2005
Net
premiums were $92.7 million and $91.2 million for the first nine months ended
September 30, 2006 and 2005, respectively. Increases in Medicare supplement,
annuity and life premiums of $4.8 million, $1.2 million and $2.2 million,
respectively were largely offset by a decrease of $6.8 million in credit
premiums. During the nine-month period the acquisition of DGLIC contributed
$9.5
million of premium revenue, while the remaining Medicare supplement premiums
decreased approximately $4.7 million, primarily due to lapses in excess of
new
sales. Annuity premiums increased as a result of additional annuitizations
during the period. The increase in life premiums is primarily due to increased
sales relating to a newly introduced final expense product.
Net
investment income was $16.3 million and $15.7 million for the nine months ended
September 30, 2006 and 2005, respectively. The increase was primarily due to
fewer investment impairments in 2006. Other income decreased $0.8 million in
the
current nine-month period compared to the nine-month period in the prior year
primarily due to declining administrative service revenue.
Benefits
incurred were $67.7 million and $65.5 million for the first nine months ended
September 30, 2006 and 2005, respectively. Annuities, life, Medicare supplement
and other health all had increased benefits in the current period as compared
to
the prior period with the majority of the increase due to the acquisition of
DGLIC. These increases were partially offset by a decrease of $3.7 million
in
credit insurance benefits.
Amortization
of deferred acquisition costs (DAC) and the value of business acquired (VOBA)
was $13.0 million and $16.1 million for the first nine months ended September
30, 2006 and 2005, 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 $2.2
million from 2005 primarily due to reduced surrender activity. Increases in
Medicare supplement and life amortization were offset by a decrease in credit
amortization. Operating expenses were $20.4 million and $20.5 million for the
first nine months ended September 30, 2006 and 2005, respectively.
Earnings
from operations were $11.7 million and $9.4 million for the first nine months
of
2006 and 2005, respectively.
50
SAC
Holding II
Nine
MonthsEnded
December 31, 2006 compared with the Nine Months Ended December 31,
2005
Listed
below are revenues for the major product lines at SAC Holding II for the first
nine months of fiscal 2007 and the first nine months of fiscal
2006:
Nine
Months Ended December 31,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
7,328
|
$
|
7,560
|
|||
Self-storage
revenues
|
14,949
|
14,030
|
|||||
Self-moving
and self-storage products and service sales
|
12,496
|
13,002
|
|||||
Other
revenue
|
1,051
|
949
|
|||||
Segment
revenue
|
$
|
35,824
|
$
|
35,541
|
|||
Revenues
in the first nine months of fiscal 2007 grew $0.3 million, primarily as a result
of improved occupancy and pricing.
Total
costs and expenses were $24.6 million in the first nine months of fiscal 2007,
compared with $24.8 million in the first nine months of fiscal 2006.
Earnings
from operations were $11.3 million in the first nine months of fiscal 2007,
compared with $10.7 million in the first nine months of fiscal
2006.
Liquidity
and Capital Resources
We
believe our current capital structure will allow us to achieve our operational
plans and goals, and provide us with sufficient liquidity for the next 3 to
5
years. The majority of the obligations currently in place mature at the end
of
fiscal years 2015 or 2018. As a result, we believe that our liquidity is strong.
This will allow us to focus on our operations and business to further improve
our liquidity in the long term. We believe these improvements will enhance
our
access to capital markets. However, there is no assurance that future cash
flows
will be sufficient to meet our outstanding obligations or our future capital
needs.
At
December 31, 2006, cash and cash equivalents totaled $313.1 million, compared
with $155.5 million on March 31, 2006. The assets of our insurance subsidiaries
are generally unavailable to fulfill the obligations of non-insurance operations
(AMERCO, U-Haul and Real Estate). The assets of SAC Holding II are completely
unavailable to satisfy any of the Company’s obligations. As of December 31, 2006
the cash and cash equivalents, other financial assets (receivables, short-term
investments, other investments, fixed maturities, and related party assets)
and
obligations of each operating segment were:
Moving
& Storage
|
RepWest
(a)
|
Oxford
(a)
|
SAC
Holding II
|
||||||||||
Cash
& cash equivalents
|
297,515
|
7,395
|
8,221
|
-
|
|||||||||
Other
financial assets
|
359,280
|
416,583
|
653,543
|
-
|
|||||||||
Debt
obligations
|
1,223,405
|
-
|
-
|
75,253
|
|||||||||
(a)
As of September 30, 2006
|
At
December 31, 2006, our Moving and Storage operations (AMERCO, U-Haul and Real
Estate) had cash available under existing credit facilities of $320.0 million
and were comprised of:
Real
estate loan (revolving credit)
|
$
|
200.0
|
||
Construction
loan (revolving credit)
|
40.0
|
|||
Working
capital loan (revolving credit)
|
20.0
|
|||
Fleet
loan (revolving credit)
|
60.0
|
|||
$
|
320.0
|
51
Cash
provided by operating activities improved $57.4 million in the first nine months
of fiscal 2007, compared with fiscal 2006. Operating cash flows for the Moving
and Storage segment included a $40.7 million interest repayment from SAC
Holdings in fiscal 2007 offset by an additional $34.0 million in estimated
federal tax payments, while fiscal 2006 included payments related to the
refinancing of debt. The insurance companies operating cash flows increased
$40.5 million primarily due to the settlement of an Oxford lawsuit in the amount
of $12.8 million, at RepWest a $11.0 million reduction of reinsurance
recoverables when compared to 2005, and $14.0 million received from the exchange
of related party assets.
Net
cash
used in investing activities increased $207.6 million in the first nine months
of fiscal 2007, compared with fiscal 2006 due primarily to higher capital
expenditures in the Moving and Storage segment. Net capital expenditures
increased $178.4 million in fiscal 2007 due to planned manufacturing of rental
vehicles to rotate our rental fleet. Insurance company investing cash flows
decreased $30.8 million as business volume declined.
Cash
provided by financing activities increased $116.6 million in the first nine
months of fiscal 2007, compared with fiscal 2006. Fiscal 2006 included the
Company’s major refinancing while fiscal 2007 contained routine
financing.
Liquidity
and Capital Resources and Requirements of Our Operating
Segments
Moving
and Storage
To
meet
the needs of our customers, U-Haul maintains a large fleet of rental equipment.
Capital expenditures have primarily reflected new rental equipment acquisitions
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 each of
the
next three fiscal years the Company will reinvest in its truck and trailer
rental fleet at least $400.0 million, net of equipment sales. This investment
will be funded through external lease financing, debt financing and internally
from operations. Management considers several factors including cost and tax
consequences when selecting a method to fund capital expenditures. Because
the
Company has utilized all of its net operating loss carry forwards, there will
be
more of a focus on financing the fleet through asset-backed debt.
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. The Company is developing several existing locations for use as storage
centers. The Company is funding these development projects through construction
loans and internally generated funds and expects to invest approximately $80.0
million in new storage development over the next twelve to eighteen months.
U-Haul's growth plan in self-storage also includes eMove, which does not require
significant capital.
Net
capital expenditures (purchases of property, plant and equipment less proceeds
from the sale of property, plant and equipment) were $383.2 million and $204.0
million in the first nine months of fiscal 2007 and 2006, respectively. During
the first nine months of fiscal 2007 the Company entered into $120.6 million
of
new equipment leases.
Moving
and Storage continues to hold significant cash and has access to additional
liquidity. Management may invest these funds in our existing operations or
pursue external opportunities in the self-moving and storage market
place.
Property
and Casualty Insurance
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 $145.3 million and $137.4 million at September 30, 2006 and December
31, 2005, respectively. The increase resulted from $2.7 million in earnings,
($0.5) million of unrealized losses and $5.8 million in additional paid-in
capital that resulted from the sale of real estate to affiliated companies.
RepWest does not use debt or equity issues to increase capital and therefore
has
no exposure to capital market conditions.
52
Life
Insurance
Oxford
manages its financial assets to meet policyholder and other obligations
including investment contract withdrawals. Oxford’s net withdrawals for the
first nine months of 2006 were $46.7 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 $134.5 million and $127.3 million as of September 30,
2006, and December 31, 2005, respectively. The increase is primarily due to
earnings. As of September 30, 2006, Oxford was due to make $2.0 million of
principal payments to AMERCO on an intercompany surplus note issued in 1998,
as
well as $2.4 million in interest; Oxford made this payment in December 2006.
Oxford had no other notes and loans payable. Oxford’s accounts payable and
accrued expenses total approximately $4.5 million.
SAC
Holding II
SAC
Holding II operations are funded by various mortgage loans, and secured and
unsecured notes. SAC Holding II does not utilize revolving lines of credit
to
finance its operations or acquisitions. Certain of SAC Holding II loan
agreements contain covenants and restrictions on incurring additional subsidiary
indebtedness.
Cash
Provided from Operating Activities by Operating Segments
Moving
and Storage
Cash
provided from operating activities were $292.1 million and $247.8 million in
the
first nine months of fiscal 2007 and 2006, respectively. Fiscal 2007 included
$40.7 million in interest repayments from SAC Holdings offset by an additional
$34.0 million in federal tax prepayments. Fiscal 2006 included outflows of
$44.0
million related to the refinancing.
Property
and Casualty Insurance
Cash
flows provided (used) by operating activities were $4.4 million and ($19.3)
million for the nine months ended September 30, 2006 and 2005, respectively.
The
increase in cash provided from operating activities is a result of an additional
$11.0 million reduction of reinsurance recoverables when compared to 2005,
and
$14.0 million received from the exchange of related party assets.
RepWest’s
cash, cash equivalents and short-term investment portfolio were $84.5 million
and $106.2 million at September 30, 2006 and December 31, 2005 respectively.
This balance reflects funds in transition from maturity proceeds to long term
investments. This level of liquid assets, combined with budgeted cash flow,
is
adequate to meet periodic needs. Capital and operating budgets allow Republic
to
schedule cash needs in accordance with investment and underwriting
proceeds.
Life
Insurance
Cash
flows provided (used) by operating activities were $12.8 million and ($4.0)
million, for the first nine months ended September 30, 2006 and 2005,
respectively. Included in the operating cash out-flow for the first quarter
of
2005 was a $12.8 million litigation settlement, net of a $2.2 million recovery
from Oxford’s E&O insurance carrier.
In
addition to cash flows from operating activities and financing activities,
a
substantial amount of liquid funds is available through Oxford’s short-term
portfolio. At September 30, 2006 and December 31, 2005, short-term investments
amounted to $24.5 million and $33.0 million, respectively. Management believes
that the overall sources of liquidity will continue to meet foreseeable cash
needs.
SAC
Holding II
Cash
provided by operating activities were $1.5 million and $3.0 million in the
first
nine months of fiscal 2007 and 2006, respectively.
53
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.
The
Company’s borrowing strategy is primarily focused on asset-backed financing. As
part of this strategy, the Company seeks to ladder maturities and for loans
with
floating rates, fix these rates through the use of interest rate swaps. While
each of these loans typically contains provisions governing the amount that
can
be borrowed in relation to specific assets, the overall structure is flexible
with no limits on overall Company borrowings. Management feels it has adequate
liquidity between cash and cash equivalents and unused borrowing capacity in
existing facilities. At December 31, 2006 the Company had cash availability
under existing credit facilities of $320.0 million. We believe that there are
additional opportunities for leverage in our existing capital structure.
For
a
more detailed discussion of our long-term debt and borrowing capacity, please
see Note 3 “Borrowings” to the “Notes to Condensed Consolidated Financial
Statements.”
Disclosures
about Contractual Obligations and Commercial
Commitments
Our
estimates as to future contractual obligations have not materially changed
as to
the disclosure included under the subheading “Contractual Obligations” in Part
II, Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” of our Annual Report on Form 10-K for the fiscal year
ending March 31, 2006, except for the additions of the BTMU Rental Truck
Amortizing Loan, the HVB Rental Truck Amortizing Loan, the amendment to the
Real
Estate Loan and the payoff of the Mezzanine Loan (see Note 3 “Borrowings” to the
“Notes to Condensed Consolidated Financial Statements”).
Off-Balance
Sheet Arrangements
The
Company uses off-balance sheet arrangements where the economics and sound
business principles warrant their use.
AMERCO
utilizes operating leases for certain rental equipment and facilities with
terms
expiring substantially through 2012, with the exception of one land lease
expiring in 2034. In the event of a shortfall in proceeds from the sales of
the
underlying rental equipment assets, AMERCO has guaranteed approximately $181.8
million of residual values at December 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.
Historically
AMERCO used off-balance sheet arrangements in connection with the expansion
of
our self-storage business (see Note 8 “Related Party Transactions” to the “Notes
to Condensed Consolidated Financial Statements”).
These
arrangements were primarily used when the Company’s overall borrowing structure
was more limited. The Company does not face similar limitations currently
and
off-balance sheet arrangements have not been utilized in our self-storage
expansion in recent years. In the future the Company will continue to identify
and consider off-balance sheet opportunities to the extent such arrangements
would be economically advantageous to the Company and its
stockholders.
The
Company currently manages the self-storage properties owned or leased by SAC
Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and 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 reimbursed
expenses, of $17.0 million, and $13.1 million from the above mentioned entities
during the first nine months of fiscal 2007 and 2006, 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.
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 $2.0 million in each of the
first nine months of fiscal 2007 and 2006. 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.
54
At
December 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 independent dealers whereby commissions are paid by the Company
based on equipment rental revenues. During the first nine months of each fiscal
year 2007 and 2006, the Company paid the above mentioned entities $29.2 million
in commissions pursuant to such dealership contracts.
During
the first nine months of fiscal 2007, 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. The Company does not have an equity
ownership interest in SAC Holdings. The Company recorded interest income of
$14.6 million and $14.3 million, and received cash interest payments of $40.7
million and $9.4 million, from SAC Holdings during the first nine months of
fiscal 2007 and 2006, respectively. The cash interest payments for the first
nine months of fiscal 2007 included a payment to significantly reduce the
outstanding interest receivable from SAC Holdings. The largest aggregate amount
of notes receivable outstanding during the first nine months of fiscal 2007
and
the aggregate notes receivable balance at December 31, 2006 was
$203.7 million, of which $75.1 million is with SAC Holding II and has been
eliminated in the consolidating financial statements.
These
agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy
and
Private Mini, excluding Dealer Agreements, provided revenue of $27.3 million,
expenses of $2.0 million and cash flows of $54.4 million during the first nine
months of fiscal 2007. Revenues and commission expenses related to the Dealer
Agreements were $134.3 million and $29.2 million, respectively.
Fiscal
2008
Outlook
In
the
fourth quarter and into fiscal 2008, we are working towards increasing
transaction volume and improving product mix and utilization for self-moving
equipment rentals. Investing in our truck fleet is a key initiative to reach
this goal. During the first nine months of fiscal 2007 we have placed over
16,000 rental trucks in service, along with approximately 2,000 new trailers.
We
continue to manufacture our mid-size rental trucks and add to our pickup and
cargo van fleet. We expect to put into service approximately 6,800 additional
vehicles during the last quarter of fiscal 2007. Our current expectation is
to
continue adding new trucks to the fleet at a similar rate for fiscal 2008.
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. Revenue growth in the U-Move program could
continue to be adversely impacted should our competitors continue with their
aggressive pricing strategies.
In
the
fourth quarter and into fiscal 2008 we are working towards increasing our
storage occupancy at existing sites, adding new eMove Storage Affiliates and
building new locations. We believe that additional occupancy gains in our
current portfolio of locations can be realized in fiscal 2007. The Company
continues to evaluate new moving and storage opportunities in the market
place.
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 acquisition of DGLIC is expected to increase Medicare
supplement premium revenues and expand Oxford’s presence in key markets.
Additional direct marketing programs for life and annuity products are
underway.
Cautionary
Statements Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-Q, including the documents incorporated by reference
herein, 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 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.
55
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 risks set forth in “Item 1A. Risk
Factors” section of our Annual Report on Form 10-K for the fiscal year ending
March 31, 2006, and any updates to such “Item 1A. Risk Factors” included in this
Quarterly Report on Form 10-Q, 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 Condensed Consolidated
Financial Statements, could contribute to or cause such differences, or could
cause our stock price to fluctuate dramatically. Consequently, the
forward-looking statements should not be regarded as representations or
warranties by the Company that such matters will be realized. The Company
disclaims any intent or obligation to update or revise any of the
forward-looking statements, whether in response to new information, unforeseen
events, changed circumstances or otherwise.
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 unique 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 agreements,
interest rate cap agreements and forward swaps to reduce our exposure to changes
in interest rates.
Notional
Amount
|
|
Effective
Date
|
Expiration
Date
|
Fixed
Rate
|
Floating
Rate
|
|||||||||||||
$
|
124,887,977
|
(a),
(c
|
)
|
5/10/2006
|
4/10/2012
|
5.06
|
%
|
1
Month LIBOR
|
||||||||||
139,922,909
|
(a),
(c
|
)
|
10/10/2006
|
10/10/2012
|
5.57
|
%
|
1
Month LIBOR
|
|||||||||||
45,811,129
|
(a),
(c
|
)
|
7/10/2006
|
7/10/2013
|
5.67
|
%
|
1
Month LIBOR
|
|||||||||||
296,666,667
|
(a
|
)
|
8/18/2006
|
8/10/2018
|
5.43
|
%
|
1
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
|
||||||||||||||||||
(c)
forward swap
|
||||||||||||||||||
As
of
December 31, 2006, the Company had approximately $700.0 million of variable
rate
debt obligations. If LIBOR were to increase 100 basis points, the increase
in
interest expense on the variable rate debt would increase future earnings and
cash flows by approximately $0.7 million annually (after 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.
56
Foreign
Currency Exchange Rate Risk
The
exposure to market risk for changes in foreign currency exchange rates relates
primarily to our Canadian business. Approximately 4.6% and 4.2% of our revenue
in the first nine months of fiscal 2007 and 2006, respectively, were generated
in Canada. The result of a 10.0% change in the value of the U.S. dollar relative
to the Canadian dollar would not be material. We typically do not hedge any
foreign currency risk since the exposure is not considered
material.
Attached
as exhibits to this Form 10-Q are certifications of the registrants’ Chief
Executive Officer (CEO), Chief Accounting Officer (CAO) and U-Haul’s 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 and it should be
read
in conjunction with the certifications for a more complete understanding of
the
topics presented in Evaluation of Disclosure Controls and
Procedures.
Evaluation
of Disclosure Controls and Procedures
The
Company’s management, with the participation of the CEO, CAO, and U-Haul’s 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-Q. 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-Q, 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 U-Haul’s CFO, as appropriate to allow timely
decisions regarding required disclosure. Based upon the controls evaluation,
our
CEO, CAO and U-Haul’s CFO have concluded that as of the end of the period
covered by this Form 10-Q, our Disclosure Controls were effective.
Inherent
Limitations on the Effectiveness of Controls
The
Company's management, including the CEO, CAO and U-Haul’s 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.
Changes
in Internal Control over Financial Reporting
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.
57
PART
II. OTHER INFORMATION
We
refer
you to documents filed by us with the SEC, specifically “Item 1A. Risk Factors”
of our most recent annual report on Form 10-K for the year ending March 31,
2006, which identify important risk factors that could materially affect our
business, financial condition and future results. We also refer you to the
factors and cautionary language set forth in the section entitled “Cautionary
Statements Regarding Forward-Looking Statements” in the MD&A of this
quarterly report on Form 10-Q. MD&A and the consolidated financial
statements and related notes should be read in conjunction with such risks
and
other factors for a full understanding of our operations and financial
conditions. The risks described in our Form 10-K and herein are not the only
risks facing our Company. Additional risks and uncertainties not currently
known
to us or that we currently deem to be immaterial also may materially adversely
affect our business, financial condition and/or operating results.
Below
we
set forth material updates to the risk factors contained in “Item 1A. Risk
Factors” of our most recent Form 10-K:
We
are controlled by a small contingent of stockholders.
As
of
December 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 the owners of 8,967,842 shares
(approximately 42.1%) of the outstanding common shares of AMERCO. In addition,
on June 30, 2006, Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosemarie
T.
Donovan (Trustee of the Shoen Irrevocable Trusts) and Southwest Fiduciary,
Inc.
(Trustee of the Irrevocable “C” Trusts) (collectively, Reporting Persons)
entered into a Stockholder Agreement in which the Reporting Persons agreed
to
vote as one block in a manner consistent with the Stockholder Agreement and
in
furtherance of their interests. Pursuant to the Stockholder Agreement, the
Reporting Persons appointed James P. Shoen as proxy to vote their collective
10,642,565 shares (approximately 50.001%) of the Company’s common stock as
provided for in the agreement. For additional information, see the Schedule
13D
filed on July 13, 2006 with the SEC.
As
a
result of their stock ownership and the Stockholder Agreement, Edward J. Shoen,
Mark V. Shoen and James P. Shoen will be in a position to significantly
influence the business affairs and policies of the Company, including the
approval of significant transactions, the election of the members of the Board
of Directors and other matters submitted to our stockholders. There can be
no
assurance that the interests of the Reporting Persons will not conflict with
the
interest of our other stockholders. Furthermore, as a result of the Reporting
Persons’ voting power, the Company is a “controlled company” as defined in the
Nasdaq listing rules and, therefore, may avail itself of certain exemptions
under Nasdaq Marketplace Rules, including rules that require the Company to
have
(i) a majority of independent directors on the Board; (ii) a compensation
committee composed solely of independent directors; (iii) a nominating committee
composed solely of independent directors; (iv) compensation of our executive
officers determined by a majority of the independent directors or a compensation
committee composed solely of independent directors; and (v) director nominees
selected, or recommended for the Board’s selection, either by a majority of the
independent directors or a nominating committee composed solely of independent
directors.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds
58
Item
3. Defaults upon Senior Securities
Not
applicable.
Item
4. Submission
of Matters to a Vote of Security Holders
Item
5. Other
Information
On
October 9, 2006, John “J.T.” Taylor was promoted to President of U-Haul
International, Inc. Mr. Taylor had served as Executive Vice President of U-Haul
since February 1995. He has been a Director of U-Haul since 1990 and associated
with the Company since 1981.
59
The
following documents are filed as part of this report:
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
|||||
2.1
|
Joint
Plan of Reorganization of AMERCO and AMERCO Real Estate
Company
|
|
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed October 20,
2003, file no. 1-11255
|
|
||
2.2
|
|
|
Disclosure
Statement Concerning the Debtors’ Joint Plan of
Reorganization
|
|
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed October 20,
2003, file no. 1-11255
|
|
2.3
|
|
|
First
Amended Joint Plan of Reorganization of AMERCO and AMERCO Real
Estate
Company
|
|
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2003, file No. 1-11255
|
|
2.4
|
|
|
Disclosure
Statement Concerning the Debtor’s First Amended Joint Plan of
Reorganization
|
|
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2003, file No. 1-11255
|
|
3.1
|
|
|
Restated
Articles of Incorporation of AMERCO
|
|
|
Incorporated
by reference to AMERCO’s Registration Statement on form S-4 filed March
30, 2004, file number 1-11255
|
|
3.2
|
|
|
Restated
By-Laws of AMERCO
|
|
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, file No. 1-11255
|
|
3.3
|
|
|
Restated
Articles of Incorporation of U-Haul International, Inc.
|
|
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2003, file no. 1-11255
|
|
3.4
|
|
|
Bylaws
of U-Haul International, Inc.
|
|
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2003, file no. 1-11255
|
|
31.1
|
|
|
Rule
13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and
Chairman
of the Board of AMERCO and Chief Executive Officer and Chairman
of the
Board of U-Haul International, Inc.
|
|
|
Filed
herewith
|
|
31.2
|
|
|
Rule
13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Chief Accounting
Officer
of AMERCO
|
|
|
Filed
herewith
|
|
31.3
|
|
|
Rule
13a-14(a)/15d-14(a) Certificate of Robert T. Peterson, Chief Financial
Officer of U-Haul International, Inc.
|
|
|
Filed
herewith
|
|
32.1
|
|
|
Certificate
of Edward J. Shoen, President and Chairman of the Board of AMERCO
and
Chief Executive Officer and Chairman of the Board of U-Haul International,
Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
Furnished
herewith
|
|
32.2
|
|
|
Certificate
of Jason A. Berg, Chief Accounting Officer of AMERCO pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
|
|
|
Furnished
herewith
|
|
32.3
|
|
|
Certificate
of Robert T. Peterson, Chief Financial Officer of
U-Haul
International, Inc. pursuant to Section 906 of the Sarbanes-Oxley
Act of
2002
|
|
|
Furnished
herewith
|
|
60
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants
have
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
AMERCO
Date:
February 7, 2007 /s/
Edward J. Shoen
Edward
J.
Shoen
President
and Chairman of the Board
(Duly
Authorized Officer)
Date:
February 7, 2007
/s/
Jason A. Berg
Jason
A.
Berg
Chief
Accounting Officer
(Principal
Financial Officer)
U-HAUL
INTERNATIONAL, INC.
Date:
February 7, 2007
/s/
Edward J. Shoen
Edward
J.
Shoen
Chief
Executive Officer and Chairman of the Board
(Duly
Authorized Officer)
Date:
February 7, 2007
/s/
Robert T. Peterson
Robert
T.
Peterson
Chief
Financial Officer
(Principal
Financial Officer)