U-Haul Holding Co /NV/ - Quarter Report: 2006 June (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
R QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the quarterly period ended June 30, 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
|
||
Telephone
(602) 263-6645
|
||
Indicate
by check mark whether the registrant: (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes R
No
£
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and larger accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Larger
accelerated filer £ Accelerated
filer R Non-accelerated
filer £
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £
No
R
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by 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 August
4,
2006.
5,385
shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at August 4, 2006.
TABLE
OF CONTENTS
Page
No.
|
||
PART
I FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
-
29
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
30
- 45
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
46
|
Item
4.
|
Controls
and Procedures
|
47
|
PART
II OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
48
|
Item
1A.
|
Risk
Factors
|
48
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
48
|
Item
3.
|
Defaults
Upon Senior Securities
|
48
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
48
|
Item
5.
|
Other
Information
|
49
|
Item
6.
|
Exhibits
|
49
|
PART
I FINANCIAL INFORMATION
AMERCO
AND CONSOLIDATED ENTITIES
June
30,
|
March
31,
|
||||||
2006
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
241,858
|
$
|
155,459
|
|||
Reinsurance
recoverables and trade receivables, net
|
215,861
|
230,179
|
|||||
Notes
and mortgage receivables, net
|
2,140
|
2,532
|
|||||
Inventories,
net
|
68,226
|
64,919
|
|||||
Prepaid
expenses
|
58,473
|
53,262
|
|||||
Investments,
fixed maturities and marketable equities
|
695,923
|
695,958
|
|||||
Investments,
other
|
184,566
|
209,361
|
|||||
Deferred
policy acquisition costs, net
|
52,470
|
47,821
|
|||||
Other
assets
|
99,978
|
102,094
|
|||||
Related
party assets
|
252,679
|
270,468
|
|||||
1,872,174
|
1,832,053
|
||||||
Property,
plant and equipment, at cost:
|
|||||||
Land
|
186,252
|
175,785
|
|||||
Buildings
and improvements
|
760,659
|
739,603
|
|||||
Furniture
and equipment
|
285,178
|
281,371
|
|||||
Rental
trailers and other rental equipment
|
201,129
|
201,273
|
|||||
Rental
trucks
|
1,401,701
|
1,331,891
|
|||||
SAC
Holding II - property, plant and equipment
|
79,542
|
79,217
|
|||||
2,914,461
|
2,809,140
|
||||||
Less:
Accumulated depreciation
|
(1,277,521
|
)
|
(1,273,975
|
)
|
|||
Total
property, plant and equipment
|
1,636,940
|
1,535,165
|
|||||
Total
assets
|
$
|
3,509,114
|
$
|
3,367,218
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
254,604
|
$
|
235,878
|
|||
AMERCO's
notes and loans payable
|
1,045,638
|
965,634
|
|||||
SAC
Holding II notes and loans payable, non-recourse to AMERCO
|
75,918
|
76,232
|
|||||
Policy
benefits and losses, claims and loss expenses payable
|
794,572
|
800,413
|
|||||
Liabilities
from investment contracts
|
432,557
|
449,149
|
|||||
Other
policyholders' funds and liabilities
|
6,580
|
7,705
|
|||||
Deferred
income
|
23,632
|
21,346
|
|||||
Deferred
income taxes
|
118,097
|
108,092
|
|||||
Related
party liabilities
|
3,400
|
7,165
|
|||||
Total
liabilities
|
2,754,998
|
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 June 30 and March 31, 2006
|
-
|
-
|
|||||
Series
B preferred stock, with no par value, 100,000 shares authorized;
none
|
|||||||
issued
and outstanding as of June 30 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 June 30 and March 31, 2006
|
929
|
929
|
|||||
Common
stock of $0.25 par value, 150,000,000 shares authorized;
|
|||||||
38,269,518
issued as of June 30 and March 31, 2006
|
9,568
|
9,568
|
|||||
Additional
paid-in capital
|
373,151
|
367,655
|
|||||
Accumulated
other comprehensive loss
|
(28,351
|
)
|
(28,902
|
)
|
|||
Retained
earnings
|
825,964
|
773,784
|
|||||
Cost
of common shares in treasury, net (20,701,096 shares as of
|
|||||||
June
30 and March 31, 2006)
|
(418,092
|
)
|
(418,092
|
)
|
|||
Unearned
employee stock ownership plan shares
|
(9,053
|
)
|
(9,338
|
)
|
|||
Total
stockholders' equity
|
754,116
|
695,604
|
|||||
Total
liabilities and stockholders' equity
|
$
|
3,509,114
|
$
|
3,367,218
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
1
AMERCO
AND CONSOLIDATED ENTITIES
Quarter
Ended June 30,
|
||||||||||
2006
|
2005
|
|||||||||
(Unaudited)
|
||||||||||
(In thousands, except share and per share amounts)
|
||||||||||
Revenues:
|
||||||||||
Self-moving
equipment rentals
|
$
|
407,234
|
$
|
401,260
|
||||||
Self-storage
revenues
|
30,431
|
28,768
|
||||||||
Self-moving
and self-storage products and service sales
|
67,451
|
66,563
|
||||||||
Property
management fees
|
3,847
|
4,440
|
||||||||
Life
insurance premiums
|
30,919
|
29,589
|
||||||||
Property
and casualty insurance premiums
|
5,382
|
4,824
|
||||||||
Net
investment and interest income
|
13,830
|
13,714
|
||||||||
Other
revenue
|
7,933
|
10,300
|
||||||||
Total
revenues
|
567,027
|
559,458
|
||||||||
Costs
and expenses:
|
||||||||||
Operating
expenses
|
261,379
|
266,792
|
||||||||
Commission
expenses
|
49,536
|
48,018
|
||||||||
Cost
of sales
|
32,316
|
31,044
|
||||||||
Benefits
and losses
|
30,606
|
27,314
|
||||||||
Amortization
of deferred policy acquisition costs
|
5,626
|
6,198
|
||||||||
Lease
expense
|
37,727
|
33,295
|
||||||||
Depreciation,
net of (gains) losses on disposals
|
39,671
|
34,237
|
||||||||
Total
costs and expenses
|
456,861
|
446,898
|
||||||||
Earnings
from operations
|
110,166
|
112,560
|
||||||||
Interest
expense
|
(18,462
|
)
|
(19,636
|
)
|
||||||
Fees
on early extinguishment of debt
|
-
|
(35,627
|
)
|
|||||||
Pretax
earnings
|
91,704
|
57,297
|
||||||||
Income
tax expense
|
(36,283
|
)
|
(22,235
|
)
|
||||||
Net
earnings
|
55,421
|
35,062
|
||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
(3,241
|
)
|
||||||
Earnings
available to common shareholders
|
$
|
52,180
|
$
|
31,821
|
||||||
Basic
and diluted earnings per common share
|
$
|
2.50
|
$
|
1.53
|
||||||
Weighted
average common shares outstanding:
|
||||||||||
Basic
and diluted
|
20,897,688
|
20,836,458
|
||||||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
2
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Quarter
Ended June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Comprehensive
income:
|
|||||||
Net
earnings
|
$
|
55,421
|
$
|
35,062
|
|||
Other
comprehensive income (loss), net of tax:
|
|||||||
Foreign
currency translation
|
1,922
|
(1,970
|
)
|
||||
Unrealized
loss on investments, net
|
(2,586
|
)
|
(5,540
|
)
|
|||
Fair
market value of cash flow hedges
|
1,215
|
(409
|
)
|
||||
Total
comprehensive income
|
$
|
55,972
|
$
|
27,143
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
3
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter
Ended June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Cash
flow from operating activities:
|
|||||||
Net
earnings
|
$
|
55,421
|
$
|
35,062
|
|||
Depreciation
|
40,666
|
30,925
|
|||||
Amortization
of deferred policy acquisition costs
|
5,626
|
6,677
|
|||||
Change
in provision for losses on trade receivables
|
(32
|
)
|
(601
|
)
|
|||
Change
in provision for losses on mortgage notes
|
(10
|
)
|
-
|
||||
Net
(gain) loss on sale of real and personal property
|
(995
|
)
|
3,312
|
||||
Net
(gain) loss on sale of investments
|
553
|
(1,453
|
)
|
||||
Write-off
of unamortized debt issuance costs
|
-
|
13,629
|
|||||
Deferred
income taxes
|
14,253
|
12,788
|
|||||
Net
change in other operating assets and liabilities:
|
|||||||
Reinsurance
recoverables and trade receivables
|
17,780
|
(2,287
|
)
|
||||
Inventories
|
(3,201
|
)
|
(2,246
|
)
|
|||
Prepaid
expenses
|
(3,079
|
)
|
(816
|
)
|
|||
Capitalization
of deferred policy acquisition costs
|
(2,386
|
)
|
(2,508
|
)
|
|||
Other
assets
|
2,132
|
(29,461
|
)
|
||||
Related
party assets
|
28,624
|
(13,813
|
)
|
||||
Accounts
payable and accrued expenses
|
14,561
|
10,510
|
|||||
Policy
benefits and losses, claims and loss expenses payable
|
(14,610
|
)
|
2,907
|
||||
Other
policyholders' funds and liabilities
|
(1,273
|
)
|
(13,528
|
)
|
|||
Deferred
income
|
2,257
|
3,721
|
|||||
Related
party liabilities
|
(6,083
|
)
|
(1,119
|
)
|
|||
Net
cash provided by operating activities
|
150,204
|
51,699
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of:
|
|||||||
Property,
plant and equipment
|
(166,999
|
)
|
(75,437
|
)
|
|||
Short
term investments
|
(53,131
|
)
|
(55,390
|
)
|
|||
Fixed
maturities investments
|
(32,272
|
)
|
(84,217
|
)
|
|||
Mortgage
loans
|
(7,305
|
)
|
(1,250
|
)
|
|||
Proceeds
from sale of:
|
|||||||
Property,
plant and equipment
|
28,692
|
15,145
|
|||||
Short
term investments
|
82,228
|
94,728
|
|||||
Fixed
maturities investments
|
21,852
|
60,793
|
|||||
Cash
received in excess of purchase for company acquired
|
1,233
|
-
|
|||||
Equity
securities
|
-
|
5,759
|
|||||
Preferred
stock
|
125
|
417
|
|||||
Other
asset investments, net
|
-
|
872
|
|||||
Real
estate
|
877
|
693
|
|||||
Mortgage
loans
|
2,086
|
3,034
|
|||||
Payments
from notes and mortgage receivables
|
403
|
71
|
|||||
Net
cash used by investing activities
|
(122,211
|
)
|
(34,782
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Borrowings
from credit facilities
|
87,376
|
1,034,188
|
|||||
Principal
repayments on credit facilities
|
(8,136
|
)
|
(860,563
|
)
|
|||
Debt
issuance costs
|
(1,437
|
)
|
-
|
||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
285
|
438
|
|||||
Preferred
stock dividends paid
|
(3,241
|
)
|
(3,241
|
)
|
|||
Investment
contract deposits
|
4,251
|
5,670
|
|||||
Investment
contract withdrawals
|
(20,843
|
)
|
(17,896
|
)
|
|||
Net
cash provided by financing activities
|
58,255
|
158,596
|
|||||
Effects
of exchange rate on cash
|
151
|
(1,970
|
)
|
||||
Increase
in cash equivalents
|
86,399
|
173,543
|
|||||
Cash
and cash equivalents at the beginning of period
|
155,459
|
55,955
|
|||||
Cash
and cash equivalents at the end of period
|
$
|
241,858
|
$
|
229,498
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
4
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2006, June 30, 2005 (Unaudited) and March 31, 2006
1. Basis
of Presentation
The
first
fiscal quarter for AMERCO ends on the 30th
of June
for each year that is referenced. Our insurance company subsidiaries have a
first quarter that ends on the 31st
of March
for each year that is referenced. They have been consolidated on that basis.
Consequently, all references to our insurance subsidiaries’ years 2006 and 2005
correspond to the Company’s fiscal years 2007 and 2006,
respectively.
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 first quarter of fiscal 2007 and
fiscal 2006, and the balance sheet as of March 31, 2006 include the accounts
of
AMERCO, its wholly-owned subsidiaries and SAC Holding II Corporation and its
subsidiaries (“SAC Holding II”).
The
condensed consolidated balance sheet as of June 30, 2006 and the related
condensed consolidated statements of operations, comprehensive income, and
cash
flow for the first quarters of 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 all of its legal subsidiaries.
5
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, group life, disability coverage and
Medicare supplement insurance. Oxford also administers the self-insured employee
health and dental plans for Arizona employees of the Company.
SAC
Holding Corporation and its subsidiaries, and SAC Holding II Corporation and
its
subsidiaries, collectively referred to as “SAC Holdings”, own self-storage
properties that are managed by U-Haul under property management agreements
and
act as independent U-Haul rental equipment dealers. AMERCO, through its
subsidiaries, has contractual interests in certain SAC Holdings’ properties
entitling AMERCO to potential future income based on the financial performance
of these properties. With respect to SAC Holding II, AMERCO is considered the
primary beneficiary of these contractual interests. Consequently, we include
the
results of SAC Holding II in the consolidated financial statements of AMERCO,
as
required by FIN 46(R).
2.
Earnings per Share
Net
earnings for the purposes of computing earnings per common share are net
earnings less preferred stock dividends. Preferred stock dividends include
accrued dividends of AMERCO.
The
shares used in the computation of the Company’s basic and diluted earnings per
common share were as follows:
Quarter
Ended June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
Basic
and diluted earnings per common share
|
$
|
2.50
|
$
|
1.53
|
|||
Weighted
average common share outstanding:
|
|||||||
Basic
and diluted
|
20,897,688
|
20,836,458
|
|||||
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
380,658 and 444,092 as of June 30, 2006 and June 30, 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.
6
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
3.
Borrowings
Long-Term
Debt
Long-term
debt was as follows:
June
30,
|
March
31,
|
||||||||||||
2006
Rate (a)
|
Maturities
|
2006
|
2006
|
||||||||||
(Unaudited)
|
|||||||||||||
(In
thousands)
|
|||||||||||||
Real
estate loan (floating)
|
7.17
|
%
|
2010
|
$
|
242,585
|
$
|
242,585
|
||||||
Senior
mortgages
|
5.47%-5.75
|
%
|
2015
|
529,347
|
531,309
|
||||||||
Mezzanine
loan (floating)
|
10.76
|
%
|
2007
|
18,983
|
19,393
|
||||||||
Fleet
loans (amortizing term)
|
6.92
|
%
|
2012-2013
|
164,723
|
82,347
|
||||||||
Fleet
loan (revolving credit)
|
6.92
|
%
|
2010
|
90,000
|
90,000
|
||||||||
Construction
loan (revolving credit)
|
-
|
2009
|
-
|
-
|
|||||||||
Total
AMERCO notes and loans payable
|
$
|
1,045,638
|
$
|
965,634
|
|||||||||
(a)
Interest rate as of June 30, 2006
|
|||||||||||||
Real
Estate Backed Loan
Amerco
Real Estate Company and certain of its subsidiaries and U-Haul Company of
Florida are borrowers under a Real Estate Loan. The lender is Merrill Lynch
Commercial Finance Corp. The original amount of the Real Estate Loan was $465.0
million and is due June 10, 2010. The borrowers have the right to extend the
maturity twice, for up to one year each time. U-Haul International, Inc. is
a
guarantor of this loan.
The
Real
Estate Loan requires monthly principal and interest payments, with the unpaid
loan balance and accrued and unpaid interest due at maturity. The Real Estate
Loan is secured by various properties owned by the borrowers. The principal
payments of $222.4 million made in the second quarter of fiscal 2006 were
sufficient to allow us to make interest only payments in the first quarter
of
fiscal 2007.
The
interest rate, per the provisions of the Loan Agreement, is the applicable
London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At June 30,
2006 the applicable LIBOR was 5.17% and the applicable margin was 2.00%, the
sum
of which was 7.17%. The applicable margin ranges from 2.00% to 2.75% and is
based on the ratio of the excess of the average daily amount of loans divided
by
a fixed percentage of the appraised value of the properties collateralizing
the
loan, compared with the most recently reported twelve months of Combined Net
Operating Income (“NOI”), as that term is defined in the Loan
Agreement.
The
default provisions of the Real Estate Loan include non-payment of principal
or
interest and other standard reporting and change-in-control covenants. There
are
limited restrictions regarding our use of the funds.
Senior
Mortgages
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under the Senior Mortgages. The lenders for the Senior Mortgages
are
Merrill Lynch Mortgage Lending, Inc. and Morgan Stanley Mortgage Capital, Inc.
The Senior Mortgages are in the aggregate amount of $472.1 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.
7
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
U-Haul
Company of Canada is the borrower under a mortgage backed loan. The loan was
arranged by Merrill Lynch Canada and is in the amount of $10.0 million ($11.2
million Canadian currency). The loan is secured by certain properties owned
by
the borrower. The loan was entered into on June 29, 2005 at a rate of 5.75%.
The
loan requires monthly principal and interest payments with the unpaid loan
balance and accrued and unpaid interest due at maturity. It has a twenty-five
year amortization with a maturity of July 1, 2015. The default provisions of
the
loan include non-payment of principal or interest and other standard reporting
and change-in-control covenants. There are limited restrictions regarding our
use of the funds.
A
subsidiary of Amerco Real Estate Company is a borrower under a mortgage backed
loan. The lender is Morgan Stanley Mortgage Capital, Inc. and the loan is in
the
amount of $23.8 million. The loan was entered into on August 17, 2005 at a
rate
of 5.47%. The loan is secured by certain properties owned by the borrower.
The
loan requires monthly principal and interest payments with the unpaid loan
balance and accrued and unpaid interest due at maturity. It has a twenty-five
year amortization with a maturity of September 17, 2015. The default provisions
of the loan include non-payment of principal or interest and other standard
reporting and change-in-control covenants. There are limited restrictions
regarding our use of the funds.
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under a mortgage backed loan. The lender is Lehman Brothers Bank,
FSB
and the loan is in the amount of $23.4 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.
Mezzanine
Loan
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under the CMBS Mezzanine Loan. The lender is Morgan Stanley Mortgage
Capital, Inc. and is in the amount of $19.0 million. The loan was entered into
on August 12, 2005. The interest rate per the provision of the loan agreement
is
the applicable LIBOR plus a margin of 5.65%. At June 30, 2006 the applicable
LIBOR was 5.11%. The loan requires monthly principal and interest payments
with
the unpaid loan balance and accrued and unpaid interest due at maturity. It
has
a ten year amortization with a maturity of September 1, 2007. Amerco Real Estate
Company and U-Haul International, Inc. are guarantors of the loan. The default
provisions of the loan include non-payment of principal or interest and other
standard reporting and change-in-control covenants. There are limited
restrictions regarding our use of the funds. On June 2, 2006, we notified the
lender of our intent to prepay the entire loan in full on August 30, 2006.
There
are no prepayment fees or penalties associated with the planned prepayment
of
this loan.
Fleet
Loans
Rental
Truck Amortizing 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
maximum amount that can be borrowed is $150.0 million and is due six years
following the last draw down. As of June 30, 2006 the Company had drawn the
maximum amount of the term loan. The Company’s outstanding balance at June 30,
2006 was $139.7 million.
The
Merrill Lynch Rental Truck Amortizing Loan requires monthly principal and
interest payments, with the unpaid loan balance and accrued unpaid interest
due
at maturity. The Merrill Lynch Rental Truck Amortizing Loan was used to purchase
new trucks between the months of November 2005 through April 2006. The interest
rate, per the provision of the Loan Agreement, is the applicable LIBOR plus
a
margin between 1.50% and 1.75%. At June 30, 2006 the applicable LIBOR was 5.17%
and the applicable margin was 1.75%. The default provisions of the loan include
non-payment of principal or interest and other standard reporting and
change-in-control covenants.
8
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lender is BTMU Capital Corporation (“BTMU”). The
maximum amount that can be borrowed is $150.0 million and is due six years
following the last draw down. As of June 30, 2006 the Company had drawn down
$25.0 million. The Company’s outstanding balance at June 30, 2006 was $25.0
million.
The
BTMU
Rental Truck Amortizing Loan requires monthly principal and interest payments,
with the unpaid loan balance and accrued unpaid interest due at maturity. The
BTMU Rental Truck Amortizing Loan can be used to purchase new trucks between
the
months of June 2006 through November 2006. The interest rate, per the provision
of the Loan Agreement, is the applicable LIBOR plus a margin between 1.25%
and
1.75%. At June 30, 2006 the applicable LIBOR was 5.17% and the applicable margin
was 1.75%. 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 maximum amount that can be borrowed is $50.0 million and is due seven years
following the last draw down. As of June 30, 2006 the Company had not made
any
draw downs.
The
HVB
Rental Truck Amortizing Loan requires monthly principal and interest payments,
with the unpaid loan balance and accrued unpaid interest due at maturity. The
HVB Rental Truck Amortizing Loan can be used to purchase new trucks between
the
months of June 2006 through July 2006. The interest rate, per the provision
of
the Loan Agreement, is the applicable LIBOR plus a margin between 1.25% and
1.75%. 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 June 30, 2006 the Company had $60.0 million available under this revolving
credit facility.
The
Revolving Credit Agreement requires monthly interest payments, with the unpaid
loan balance and accrued unpaid interest due at maturity. The Revolving Credit
Agreement is secured by various older rental trucks. The maximum amount that
we
can draw down under the Revolving Credit Agreement reduces by $50.0 million
after the third year and another $50.0 million after the fourth year. The
interest rate, per the provision of the Loan Agreement, is the applicable LIBOR
plus a margin of 1.75%. At June 30, 2006 the applicable LIBOR was 5.17%. The
default provisions of the loan include non-payment of principal or interest
and
other standard reporting and change-in-control covenants.
Construction
Loan
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 June 30, 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.
9
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Annual
Maturities of AMERCO Consolidated Notes and Loans Payable
The
annual maturity of AMERCO consolidated long-term debt as of June 30, 2006 for
the next five years and thereafter is as follows:
Year
Ending June 30,
|
|||||||||||||||||||
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
||||||||||||||
(Unaudited)
|
|||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Notes
payable, secured
|
$
|
43,496
|
$
|
26,087
|
$
|
27,762
|
$
|
69,547
|
$
|
395,775
|
$
|
482,971
|
|||||||
SAC
Holding II Notes and Loans Payable to Third Parties
SAC
Holding II notes and loans payable to third parties were as
follows:
June
30,
|
March
31,
|
||||||
2006
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Notes
payable, secured, 7.87% interest rate, due 2027
|
$
|
75,918
|
$
|
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 maturity of SAC Holding II long-term debt as of June 30, 2006 for the
next five years and thereafter is as follows:
Year
Ending June 30,
|
|||||||||||||||||||
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
||||||||||||||
(Unaudited)
|
|||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Notes
payable, secured
|
$
|
1,339
|
$
|
1,467
|
$
|
1,688
|
$
|
1,826
|
$
|
1,975
|
$
|
67,623
|
|||||||
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.
10
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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 quarter of fiscal 2007, U-Haul
received $0.4 million in management fees from Mercury.
4.
Interest on Borrowings
Interest
Expense
Expenses
associated with loans outstanding were as follows:
Quarter
Ended June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Interest
expense
|
$
|
16,557
|
$
|
18,101
|
|||
Capitalized
interest
|
(42
|
)
|
(44
|
)
|
|||
Amortization
of transaction costs
|
1,298
|
-
|
|||||
Interest
expense (income) resulting from derivatives
|
(863
|
)
|
42
|
||||
Write-off
of transaction costs related to early extinguishment of
debt
|
-
|
14,384
|
|||||
Fees
on early extinguishment of debt
|
-
|
21,243
|
|||||
Total
AMERCO interest expense
|
16,950
|
53,726
|
|||||
SAC
Holding II interest expense
|
3,394
|
3,130
|
|||||
Less:
Intercompany transactions
|
1,882
|
1,593
|
|||||
Total
SAC Holding II interest expense
|
1,512
|
1,537
|
|||||
Total
|
$
|
18,462
|
$
|
55,263
|
|||
Interest
paid in cash by AMERCO (excluding any fees from the early extinguishment of
debt) amounted to $16.1 million and $17.9 million for the first quarters of
fiscal 2007 and 2006, respectively. Early extinguishment fees paid in cash
by
AMERCO were $21.2 million in the first quarter of fiscal 2006.
11
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The
exposure to market risk for changes in interest rates relates primarily to
our
variable rate debt obligations. We have used interest rate swap and interest
rate cap agreements to provide for matching the gain or loss recognition on
the
hedging instrument with the recognition of the changes in the cash flows
associated with the hedged asset or liability attributable to the hedged risk
or
the earnings effect of the hedged forecasted transaction. On June 8, 2005 the
Company entered into separate interest rate swap contracts for $100.0 million
of
our variable rate debt over a three year term and for $100.0 million of our
variable rate debt over a five year term, which were designated as cash flow
hedges effective July 1, 2005. On May 13, 2004 the Company entered into
separate interest rate cap contracts for $200.0 million of our variable
rate debt over a two year term and for $50.0 million of our variable
rate debt over a three year term, however these contracts were dedesignated
as
cash flow hedges effective July 11, 2005 when the Real Estate loan was paid
down
by $222.4 million. On November 15, 2005 the Company entered into a forward
starting interest rate swap contract for $142.3 million of a variable rate
debt
over a six year term that started on May 10, 2006. On June 21, 2006 the Company
entered into an 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 an interest rate swap contract for $144.9
million of a variable rate debt over a six year term that will start 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 June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except interest rates)
|
|||||||
Weighted
average interest rate during the quarter
|
6.74
|
%
|
6.64
|
%
|
|||
Interest
rate at the end of the quarter
|
6.92
|
%
|
N/A
|
||||
Maximum
amount outstanding during the quarter
|
$
|
90,000
|
$
|
158,012
|
|||
Average
amount outstanding during the quarter (a)
|
$
|
90,000
|
$
|
124,186
|
|||
(a)
Amount for June 30, 2005 is prior to the June 8, 2005
refinancing
|
5.
Comprehensive Income (Loss)
A
summary
of 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
|
)
|
|||
Foreign
currency translation
|
1,922
|
-
|
-
|
1,922
|
|||||||||
Unrealized
loss on investments
|
-
|
(2,586
|
)
|
-
|
(2,586
|
)
|
|||||||
Change
in fair market value of cash flow hedge
|
-
|
-
|
1,215
|
1,215
|
|||||||||
Balance
at June 30, 2006
|
$
|
(32,325
|
)
|
$
|
(1,869
|
)
|
$
|
5,843
|
$
|
(28,351
|
)
|
||
12
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
6.
Contingent Liabilities and Commitments
The
Company leases a portion of its rental equipment and certain of its facilities
under operating leases with terms that expire at various dates substantially
through 2010, with the exception of one land lease expiring in 2034. At June
30,
2006, AMERCO has guaranteed $195.7 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 related to these types of
residual rate guarantee.
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
June 30:
|
||||||||||
2007
|
$
|
11,727
|
$
|
122,646
|
$
|
134,373
|
||||
2008
|
11,433
|
91,144
|
102,577
|
|||||||
2009
|
11,188
|
75,847
|
87,035
|
|||||||
2010
|
10,750
|
61,439
|
72,189
|
|||||||
2011
|
10,596
|
41,795
|
52,391
|
|||||||
Thereafter
|
32,726
|
36,723
|
69,449
|
|||||||
Total
|
$
|
88,420
|
$
|
429,594
|
$
|
518,014
|
||||
7.
Contingencies
Shoen
On
September 24, 2002, Paul F. Shoen filed a derivative action in the Second
Judicial District Court of the State of Nevada, Washoe County, captioned Paul
F.
Shoen vs. SAC Holding Corporation et al., CV02-05602, seeking damages and
equitable relief on behalf of AMERCO from SAC Holdings and certain current
and
former members of the AMERCO Board of Directors, including Edward J. Shoen,
Mark
V. Shoen and James P. Shoen as defendants. AMERCO is named a nominal defendant
for purposes of the derivative action. The complaint alleges breach of fiduciary
duty, self-dealing, usurpation of corporate opportunities, wrongful interference
with prospective economic advantage and unjust enrichment and seeks the
unwinding of sales of self-storage properties by subsidiaries of AMERCO to
SAC
Holdings over the last several years. The complaint seeks a declaration that
such transfers are void as well as unspecified damages. On October 28, 2002,
AMERCO, the Shoen directors, the non-Shoen directors and SAC Holdings filed
Motions to Dismiss the complaint. In addition, on October 28, 2002, Ron Belec
filed a derivative action in the Second Judicial District Court of the State
of
Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al., CV
02-06331 and on January 16, 2003, M.S. Management Company, Inc. filed a
derivative action in the Second Judicial District Court of the State of Nevada,
Washoe County, captioned M.S. Management Company, Inc. vs. William E. Carty,
et
al., CV 03-00386. Two additional derivative suits were also filed against these
parties. These additional suits are substantially similar to the Paul F. Shoen
derivative action. The five suits assert virtually identical claims. In fact,
three of the five plaintiffs are parties who are working closely together and
chose to file the same claims multiple times. These lawsuits alleged that the
AMERCO Board lacked independence. In reaching its decision to dismiss these
claims, the court determined that the AMERCO Board of Directors had the
requisite level of independence required in order to have these claims resolved
by the Board. The court consolidated all five complaints before dismissing
them
on May 28, 2003. Plaintiffs appealed and, on September 12, 2005 the Nevada
Supreme Court heard oral arguments. On July 13, 2006, the Nevada Supreme Court
reviewed and remanded the claim to the trial court for proceedings consistent
with its ruling.
13
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Securities
Litigation
AMERCO
is
a defendant in a consolidated putative class action lawsuit entitled “In Re
AMERCO Securities Litigation”, United States District Court, Case No.
CV-N-03-0050-ECR (RAM). The action alleges claims for violation of Section
10(b)
of the Securities Exchange Act and Rule 10b-5 there under, section 20(a) of
the
Securities Exchange Act of 1934 and sections 11, 12, and 15 of the Securities
Act of 1933. The action alleges, among other things, that AMERCO engaged in
transactions with the SAC entities that falsely improved AMERCO’s financial
statements and that AMERCO failed to disclose the transactions properly. The
action has been transferred to the United States District Court, District of
Arizona and assigned to Judge Bryan. Motions to Dismiss are fully briefed and
are before the court. Prior to the ruling on the Motions to Dismiss, the parties
have agreed to a settlement in principle, subject to final documentation and
approval by the Court. The settlement in the amount of $5.0 million will be
covered by AMERCO’s D&O insurance carrier.
Securities
and Exchange Commission
In
early
2003, the Securities and Exchange Commission (“SEC”) issued a formal order of
investigation to determine whether the Company had violated federal securities
laws. During the course of the investigation the Company produced and delivered
all requested documents and information and provided testimony from all
requested witnesses to the SEC. On July 10, 2006, the SEC terminated their
investigation, with no action taken against the Company.
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 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.
14
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.
During
the first quarter 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, except for minority investments made by RepWest and Oxford in a SAC
Holdings-controlled limited partnership which holds Canadian self-storage
properties. The Company recorded interest income of $5.3 million and $5.4
million, and received cash interest payments of $34.2 million and $4.9 million,
from SAC Holdings during the first quarter of fiscal 2007 and 2006,
respectively. The $34.2 million payment in the first quarter of fiscal 2007
reduced the outstanding interest receivable from SAC Holdings to $21.5 million.
The largest aggregate amount of notes receivable outstanding during the first
quarter of fiscal 2007 and the aggregate notes receivable balance at June 30,
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.
Additional
interest is paid on the same payment date based on the amount of remaining
basic
interest and of the cash flow generated by the underlying property. This amount
is referred to as the “cash flow-based calculation.”
To
the
extent that this cash flow-based calculation exceeds the amount of remaining
basic interest, contingent interest is paid on the same monthly date as the
fixed portion of basic interest. To the extent that the cash flow-based
calculation is less than the amount of remaining basic interest, the additional
interest payable on the applicable monthly date is limited to the amount of
that
cash flow-based calculation. In such a case, the excess of the remaining basic
interest over the cash flow-based calculation is deferred. In addition, subject
to certain contingencies, the junior notes provide that the holder of the note
is entitled to receive 90% of the appreciation realized upon, among other
things, the sale of such property by SAC Holdings.
The
Company currently manages the self-storage properties owned or leased by SAC
Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini Storage Realty
(“Private Mini”) pursuant to a standard form of management agreement, under
which the Company receives a management fee of between 4% and 10% of the gross
receipts plus reimbursement for certain expenses. The Company received
management fees, exclusive of expenses, of $4.4 million, and $4.0 million from
the above mentioned entities during the first quarter 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 currently hold a 46% limited partnership interest in Securespace
Limited Partnership (“Securespace”), a Nevada limited partnership. A SAC
Holdings subsidiary serves as the general partner of Securespace and owns a
1%
interest. Another SAC Holdings subsidiary owns the remaining 53% limited
partnership interest in Securespace. Securespace was formed by SAC Holdings
to
be the owner of various Canadian self-storage properties. RepWest’s and Oxford’s
investment in Securespace is included in Related Party Assets and is accounted
for using the equity method. We do not believe that the carrying amount of
their
investments in Securespace is in excess of fair value.
The
Company leases space for marketing company offices, vehicle repair shops and
hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy.
Total lease payments pursuant to such leases were $0.7 million and $0.7 million
in first quarter 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.
15
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
At
June
30, 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. During the first quarter of fiscal 2007 and 2006, the
Company paid the above mentioned entities $10.1 million and $9.3 million,
respectively in commissions pursuant to such dealership contracts.
These
agreements with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private
Mini, excluding dealer agreements, provided revenue of $9.3 million, expenses
of
$0.7 million and cash flows of $37.5 million during the first quarter of fiscal
2007. Revenues and commission expenses related to the Dealer Agreements were
$46.5 million and $10.1 million, respectively.
SAC
Holdings was established in order to acquire self-storage properties. These
properties are being managed by the Company pursuant to management agreements.
The sale of self-storage properties by the Company to SAC Holdings has in the
past provided significant cash flows to the Company and the Company’s
outstanding loans to SAC Holdings entitle the Company to participate in SAC
Holdings’ excess cash flows (after senior debt service).
Management
believes that its sales of self-storage properties to SAC Holdings has provided
a unique structure for the Company to earn moving equipment rental revenues
and
property management fee revenue from the SAC Holdings self-storage properties
that the Company manages and to participate in SAC Holdings’ excess cash flows
as described above.
During
1997, Private Mini secured a $225.0 million line of credit with a financing
institution, which was subsequently reduced in accordance with its terms to
$125.0 million in December 2001. Under the terms of this credit facility, AMERCO
entered into a support party agreement with Private Mini whereby upon default
or
noncompliance with certain debt covenants by Private Mini, AMERCO assumes
responsibility in fulfilling all obligations related to this credit facility.
In
2003, the support party obligation was bifurcated into two separate support
party obligations; one consisting of a $55.0 million support party obligation
and one consisting of a $70.0 million support party obligation. At
March 31, 2003, $55.0 million of AMERCO’s support party obligation had been
triggered. AMERCO satisfied the $55.0 million obligation by issuing notes to
the
Private Mini creditor, and we correspondingly increased our receivable from
Private Mini by $55.0 million. Interest from Private Mini on this receivable
is
being recorded by AMERCO on a regular basis. The
Company expects to fully recover this amount. Under the terms of FIN 45, the
remaining $70.0 million support party obligation was recognized by the Company
as a liability at March 31, 2004 and March 31, 2003. This resulted in AMERCO
increasing Other Liabilities by $70.0 million and increasing our receivable
from
Private Mini by an additional $70.0 million. At March 31, 2005, the Company
revalued the FIN 45 liability to $2.9 million. Effective July 15, 2005 the
$70.0
million support party obligation was terminated and AMERCO is no longer
obligated on behalf of Private Mini. The $2.9 million liability recorded in
the
Company’s books was eliminated at the time the support party obligation was
terminated. Private Mini is now a wholly-owned subsidiary of 4 SAC and 5
SAC.
In
prior
years, U-Haul sold various properties to SAC Holding Corporation at prices
in
excess of U-Haul’s carrying values resulting in gains which U-Haul deferred and
treated as additional paid-in capital. The transferred properties have
historically been stated at the original cost basis as the gains were eliminated
in consolidation. In March 2004, these deferred gains were recognized and
treated as contributions from a related party in the amount of $111.0 million
as
a result of the deconsolidation of SAC Holding Corporation.
16
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Independent
fleet owners own approximately 2.2% of all U-Haul rental trailers. There are
approximately 561 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 quarter of fiscal 2007 and 2006, respectively.
Payments to these individuals under this program are de minimis (less than
one
thousand dollars per quarter, per person). All rental equipment is operated
under contract with U-Haul whereby U-Haul administers the operations and
marketing of such equipment and in return receives a percentage of rental fees
paid by customers. Based on the terms of various contracts, rental fees are
distributed to U-Haul (for services as operators), to the fleet owners
(including certain subsidiaries and related parties of U-Haul) and to rental
dealers (including Company-operated U-Haul Centers).
Related
Party Assets
June
30,
|
March
31,
|
||||||
2006
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Private
Mini notes, receivables and interest
|
$
|
72,696
|
$
|
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
|
20,944
|
42,189
|
|||||
U-Haul
receivable from SAC Holding Corporation
|
14,137
|
5,688
|
|||||
SAC
Holding II receivable from parent
|
-
|
2,900
|
|||||
U-Haul
receivable from Mercury
|
2,888
|
2,342
|
|||||
Oxford
and RepWest investment in Securespace
|
11,634
|
11,585
|
|||||
Other
|
1,762
|
2,719
|
|||||
$
|
252,679
|
$
|
270,468
|
||||
Related
Party Liabilities
June
30,
|
March
31,
|
||||||
2006
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
SAC
Holding II payable to affiliate
|
$
|
3,400
|
$
|
7,165
|
|||
17
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 June 30, 2006 and March 31,
2006 and the related condensed consolidating statements of operations and
condensed consolidating cash flow statements for the first quarter 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)
|
RepWest
and its wholly-owned subsidiary
|
(c)
|
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.
18
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 June 30, 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
|
$
|
9
|
$
|
228,493
|
$
|
757
|
$
|
-
|
$
|
229,259
|
$
|
4,711
|
$
|
7,888
|
$
|
-
|
$
|
241,858
|
$
|
-
|
$
|
-
|
$
|
241,858
|
||||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
-
|
18,440
|
24
|
-
|
18,464
|
181,014
|
16,383
|
-
|
215,861
|
-
|
-
|
215,861
|
||||||||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
-
|
1,389
|
751
|
-
|
2,140
|
-
|
-
|
-
|
2,140
|
-
|
-
|
2,140
|
||||||||||||||||||||||||||||||||||
Inventories,
net
|
-
|
66,933
|
-
|
-
|
66,933
|
-
|
-
|
-
|
66,933
|
1,293
|
-
|
68,226
|
||||||||||||||||||||||||||||||||||
Prepaid
expenses
|
1,082
|
57,378
|
-
|
-
|
58,460
|
-
|
-
|
-
|
58,460
|
13
|
-
|
58,473
|
||||||||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
-
|
-
|
-
|
-
|
-
|
122,239
|
573,684
|
-
|
695,923
|
-
|
-
|
695,923
|
||||||||||||||||||||||||||||||||||
Investments,
other
|
-
|
1,314
|
6,976
|
-
|
8,290
|
101,680
|
74,596
|
-
|
184,566
|
-
|
-
|
184,566
|
||||||||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
-
|
-
|
-
|
-
|
-
|
1,182
|
51,288
|
-
|
52,470
|
-
|
-
|
52,470
|
||||||||||||||||||||||||||||||||||
Other
assets
|
5
|
55,156
|
38,352
|
-
|
93,513
|
1,732
|
480
|
-
|
95,725
|
4,253
|
-
|
99,978
|
||||||||||||||||||||||||||||||||||
Related
party assets
|
1,250,081
|
243,066
|
12,611
|
(1,178,220
|
)
|
(d
|
)
|
327,538
|
19,924
|
10,916
|
(26,636
|
)
|
(d
|
)
|
331,742
|
-
|
(79,063
|
)
|
(d
|
)
|
252,679
|
|||||||||||||||||||||||||
1,251,177
|
672,169
|
59,471
|
(1,178,220
|
)
|
804,597
|
432,482
|
735,235
|
(26,636
|
)
|
1,945,678
|
5,559
|
(79,063
|
)
|
1,872,174
|
||||||||||||||||||||||||||||||||
Investment
in subsidiaries
|
(218,301
|
)
|
-
|
-
|
482,768
|
(c
|
)
|
264,467
|
-
|
-
|
(264,467
|
)
|
(c
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Investment
in SAC Holding II
|
(9,346
|
)
|
-
|
-
|
-
|
(9,346
|
)
|
-
|
-
|
-
|
(9,346
|
)
|
-
|
9,346
|
(c
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
investment in subsidiaries and SAC Holding II
|
(227,647
|
)
|
-
|
-
|
482,768
|
255,121
|
-
|
-
|
(264,467
|
)
|
(9,346
|
)
|
-
|
9,346
|
-
|
|||||||||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||||||||||
Land
|
-
|
29,655
|
156,597
|
-
|
186,252
|
-
|
-
|
-
|
186,252
|
-
|
-
|
186,252
|
||||||||||||||||||||||||||||||||||
Buildings
and improvements
|
-
|
85,262
|
675,397
|
-
|
760,659
|
-
|
-
|
-
|
760,659
|
-
|
-
|
760,659
|
||||||||||||||||||||||||||||||||||
Furniture
and equipment
|
2,591
|
264,687
|
17,900
|
-
|
285,178
|
-
|
-
|
-
|
285,178
|
-
|
-
|
285,178
|
||||||||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
-
|
201,129
|
-
|
-
|
201,129
|
-
|
-
|
-
|
201,129
|
-
|
-
|
201,129
|
||||||||||||||||||||||||||||||||||
Rental
trucks
|
-
|
1,401,701
|
-
|
-
|
1,401,701
|
-
|
-
|
-
|
1,401,701
|
-
|
-
|
1,401,701
|
||||||||||||||||||||||||||||||||||
SAC
Holding II - property, plant and equipment (b)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
153,754
|
(74,212
|
)
|
(e
|
)
|
79,542
|
|||||||||||||||||||||||||||||||
2,591
|
1,982,434
|
849,894
|
-
|
2,834,919
|
-
|
-
|
-
|
2,834,919
|
153,754
|
(74,212
|
)
|
2,914,461
|
||||||||||||||||||||||||||||||||||
Less:
Accumulated depreciation
|
(395
|
)
|
(987,953
|
)
|
(288,324
|
)
|
-
|
(1,276,672
|
)
|
-
|
-
|
-
|
(1,276,672
|
)
|
(10,654
|
)
|
9,805
|
(e
|
)
|
(1,277,521
|
)
|
|||||||||||||||||||||||||
Total
property, plant and equipment
|
2,196
|
994,481
|
561,570
|
-
|
1,558,247
|
-
|
-
|
-
|
1,558,247
|
143,100
|
(64,407
|
)
|
1,636,940
|
|||||||||||||||||||||||||||||||||
Total
assets
|
$
|
1,025,726
|
$
|
1,666,650
|
$
|
621,041
|
$
|
(695,452
|
)
|
$
|
2,617,965
|
$
|
432,482
|
$
|
735,235
|
$
|
(291,103
|
)
|
$
|
3,494,579
|
$
|
148,659
|
$
|
(134,124
|
)
|
$
|
3,509,114
|
|||||||||||||||||||
(a)
Balances as of March 31, 2006
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Included in this caption is land of $57,169, buildings and improvements
of
$96,173, and furniture and equipment of $412
|
||||||||||||||||||||||||||||||||||||||||||||||
(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
|
19
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
balance sheets by industry segment as of June 30, 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
|
$
|
30,010
|
$
|
214,630
|
$
|
3,889
|
$
|
-
|
$
|
248,529
|
$
|
-
|
$
|
4,601
|
$
|
-
|
$
|
253,130
|
$
|
1,474
|
$
|
-
|
$
|
254,604
|
||||||||||||||||||||||
AMERCO's
notes and loans payable
|
-
|
294,826
|
750,812
|
-
|
1,045,638
|
-
|
-
|
-
|
1,045,638
|
-
|
-
|
1,045,638
|
||||||||||||||||||||||||||||||||||
SAC
Holding II notes and loans
payable,
non-recourse to AMERCO
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
75,918
|
-
|
75,918
|
||||||||||||||||||||||||||||||||||
Policy
benefits and losses,
claims
and loss expenses payable
|
-
|
308,264
|
-
|
-
|
308,264
|
328,955
|
157,353
|
-
|
794,572
|
-
|
-
|
794,572
|
||||||||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
-
|
-
|
-
|
-
|
-
|
-
|
432,557
|
-
|
432,557
|
-
|
-
|
432,557
|
||||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
4,165
|
2,415
|
-
|
6,580
|
-
|
-
|
6,580
|
||||||||||||||||||||||||||||||||||
Deferred
income
|
-
|
16,661
|
-
|
-
|
16,661
|
6,136
|
-
|
-
|
22,797
|
835
|
-
|
23,632
|
||||||||||||||||||||||||||||||||||
Deferred
income taxes
|
194,893
|
-
|
-
|
-
|
194,893
|
(46,364
|
)
|
(817
|
)
|
-
|
147,712
|
(2,685
|
)
|
(26,930
|
)
|
(d
|
)
|
118,097
|
||||||||||||||||||||||||||||
Related
party liabilities
|
177
|
1,142,755
|
47,675
|
(1,178,220
|
)
|
(c
|
)
|
12,387
|
2,003
|
12,246
|
(26,636
|
)
|
(c
|
)
|
-
|
82,463
|
(79,063
|
)
|
(c
|
)
|
3,400
|
|||||||||||||||||||||||||
Total
liabilities
|
225,080
|
1,977,136
|
802,376
|
(1,178,220
|
)
|
1,826,372
|
294,895
|
608,355
|
(26,636
|
)
|
2,702,986
|
158,005
|
(105,993
|
)
|
2,754,998
|
|||||||||||||||||||||||||||||||
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
|
419,222
|
121,230
|
147,481
|
(268,711
|
)
|
(b
|
)
|
419,222
|
80,369
|
26,271
|
(106,640
|
)
|
(b
|
)
|
419,222
|
-
|
(46,071
|
)
|
(d
|
)
|
373,151
|
|||||||||||||||||||||||||
Additional
paid-in capital - SAC Holding II
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,492
|
(4,492
|
)
|
(b
|
)
|
-
|
|||||||||||||||||||||||||||||||
Accumulated
other comprehensive loss
|
(28,351
|
)
|
(26,482
|
)
|
-
|
26,482
|
(b
|
)
|
(28,351
|
)
|
(505
|
)
|
(1,364
|
)
|
1,869
|
(b
|
)
|
(28,351
|
)
|
-
|
-
|
(28,351
|
)
|
|||||||||||||||||||||||
Retained
earnings (deficit)
|
817,370
|
(396,721
|
)
|
(328,817
|
)
|
725,538
|
b
|
)
|
817,370
|
54,423
|
99,473
|
(153,896
|
)
|
(b
|
)
|
817,370
|
(13,838
|
)
|
22,432
|
(b,d
|
)
|
825,964
|
||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
-
|
(418,092
|
)
|
-
|
-
|
(418,092
|
)
|
||||||||||||||||||||||||||||||
Unearned
employee stock ownership plan shares
|
-
|
(9,053
|
)
|
-
|
-
|
(9,053
|
)
|
-
|
-
|
-
|
(9,053
|
)
|
-
|
-
|
(9,053
|
)
|
||||||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
800,646
|
(310,486
|
)
|
(181,335
|
)
|
482,768
|
791,593
|
137,587
|
126,880
|
(264,467
|
)
|
791,593
|
(9,346
|
)
|
(28,131
|
)
|
754,116
|
|||||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$
|
1,025,726
|
$
|
1,666,650
|
$
|
621,041
|
$
|
(695,452
|
)
|
$
|
2,617,965
|
$
|
432,482
|
$
|
735,235
|
$
|
(291,103
|
)
|
$
|
3,494,579
|
$
|
148,659
|
$
|
(134,124
|
)
|
$
|
3,509,114
|
|||||||||||||||||||
(a)
Balances as of March 31, 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
|
20
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
|
21
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
|
22
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
statement of operations by industry segment for the quarter ending June 30,
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
|
$
|
-
|
$
|
407,234
|
$
|
-
|
$
|
-
|
$
|
407,234
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
407,234
|
$
|
2,556
|
$
|
(2,556
|
)
|
(b
|
)
|
$
|
407,234
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
25,179
|
410
|
-
|
25,589
|
-
|
-
|
-
|
25,589
|
4,842
|
-
|
30,431
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
62,699
|
-
|
-
|
62,699
|
-
|
-
|
-
|
62,699
|
4,752
|
-
|
67,451
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
4,596
|
-
|
-
|
4,596
|
-
|
-
|
-
|
4,596
|
-
|
(749
|
)
|
(g
|
)
|
3,847
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
31,317
|
(398
|
)
|
(c
|
)
|
30,919
|
-
|
-
|
30,919
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
5,382
|
-
|
-
|
5,382
|
-
|
-
|
5,382
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
1,220
|
6,568
|
-
|
-
|
7,788
|
2,686
|
5,506
|
(268
|
)
|
(d
|
)
|
15,712
|
-
|
(1,882
|
)
|
(d
|
)
|
13,830
|
||||||||||||||||||||||||||||
Other
revenue
|
30
|
8,127
|
16,823
|
(18,248
|
)
|
(b
|
)
|
6,732
|
-
|
1,314
|
(265
|
)
|
(b
|
)
|
7,781
|
329
|
(177
|
)
|
(b
|
)
|
7,933
|
|||||||||||||||||||||||||
Total
revenues
|
1,250
|
514,403
|
17,233
|
(18,248
|
)
|
514,638
|
8,068
|
38,137
|
(931
|
)
|
559,912
|
12,479
|
(5,364
|
)
|
567,027
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
4,565
|
262,807
|
2,013
|
(18,248
|
)
|
(b
|
)
|
251,137
|
1,563
|
6,749
|
(2,922
|
)
|
(b,c
|
)
|
256,527
|
5,601
|
(749
|
)
|
(g
|
)
|
261,379
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
52,092
|
-
|
-
|
52,092
|
-
|
-
|
-
|
52,092
|
-
|
(2,556
|
)
|
(b
|
)
|
49,536
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
30,229
|
-
|
-
|
30,229
|
-
|
-
|
-
|
30,229
|
2,087
|
-
|
32,316
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
4,182
|
24,433
|
1,991
|
(c
|
)
|
30,606
|
-
|
-
|
30,606
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
622
|
5,004
|
-
|
5,626
|
-
|
-
|
5,626
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
19
|
37,868
|
17
|
-
|
37,904
|
-
|
-
|
-
|
37,904
|
-
|
(177
|
)
|
(b
|
)
|
37,727
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
62
|
37,273
|
1,808
|
-
|
39,143
|
-
|
-
|
-
|
39,143
|
668
|
(140
|
)
|
(e
|
)
|
39,671
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
4,646
|
420,269
|
3,838
|
(18,248
|
)
|
410,505
|
6,367
|
36,186
|
(931
|
)
|
452,127
|
8,356
|
(3,622
|
)
|
456,861
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
43,048
|
-
|
-
|
(40,697
|
)
|
(f
|
)
|
2,351
|
-
|
-
|
(2,351
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
437
|
-
|
-
|
-
|
437
|
-
|
-
|
-
|
437
|
-
|
(437
|
)
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
43,485
|
-
|
-
|
(40,697
|
)
|
2,788
|
-
|
-
|
(2,351
|
)
|
437
|
-
|
(437
|
)
|
-
|
|||||||||||||||||||||||||||||||
Earnings
from operations
|
40,089
|
94,134
|
13,395
|
(40,697
|
)
|
106,921
|
1,701
|
1,951
|
(2,351
|
)
|
108,222
|
4,123
|
(2,179
|
)
|
110,166
|
|||||||||||||||||||||||||||||||
Interest
income (expense)
|
22,121
|
(26,841
|
)
|
(12,230
|
)
|
-
|
(16,950
|
)
|
-
|
-
|
-
|
(16,950
|
)
|
(3,394
|
)
|
1,882
|
(d
|
)
|
(18,462
|
)
|
||||||||||||||||||||||||||
Pretax
earnings
|
62,210
|
67,293
|
1,165
|
(40,697
|
)
|
89,971
|
1,701
|
1,951
|
(2,351
|
)
|
91,272
|
729
|
(297
|
)
|
91,704
|
|||||||||||||||||||||||||||||||
Income
tax expense
|
(6,876
|
)
|
(27,097
|
)
|
(664
|
)
|
-
|
(34,637
|
)
|
(618
|
)
|
(683
|
)
|
-
|
(35,938
|
)
|
(292
|
)
|
(53
|
)
|
(e
|
)
|
(36,283
|
)
|
||||||||||||||||||||||
Net
earnings
|
55,334
|
40,196
|
501
|
(40,697
|
)
|
55,334
|
1,083
|
1,268
|
(2,351
|
)
|
55,334
|
437
|
(350
|
)
|
55,421
|
|||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
||||||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$
|
52,093
|
$
|
40,196
|
$
|
501
|
$
|
(40,697
|
)
|
$
|
52,093
|
$
|
1,083
|
$
|
1,268
|
$
|
(2,351
|
)
|
$
|
52,093
|
$
|
437
|
$
|
(350
|
)
|
$
|
52,180
|
|||||||||||||||||||
(a)
Balances for the quarter ended March 31, 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
|
||||||||||||||||||||||||||||||||||||||||||||||
23
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
statements of operations by industry for the quarter ended June 30, 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
|
$
|
-
|
$
|
401,260
|
$
|
-
|
$
|
-
|
$
|
401,260
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
401,260
|
$
|
2,488
|
$
|
(2,488
|
)
|
(b
|
)
|
$
|
401,260
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
23,793
|
455
|
-
|
24,248
|
-
|
-
|
-
|
24,248
|
4,520
|
-
|
28,768
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
61,798
|
-
|
-
|
61,798
|
-
|
-
|
-
|
61,798
|
4,765
|
-
|
66,563
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
5,168
|
-
|
-
|
5,168
|
-
|
-
|
-
|
5,168
|
-
|
(728
|
)
|
(g
|
)
|
4,440
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
29,966
|
(377
|
)
|
(c
|
)
|
29,589
|
-
|
-
|
29,589
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
4,824
|
-
|
-
|
4,824
|
-
|
-
|
4,824
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
1,412
|
4,738
|
4
|
-
|
6,154
|
3,485
|
6,666
|
(998
|
)
|
(d
|
)
|
15,307
|
-
|
(1,593
|
)
|
(d
|
)
|
13,714
|
||||||||||||||||||||||||||||
Other
revenue
|
9
|
10,016
|
14,463
|
(15,553
|
)
|
(b
|
)
|
8,935
|
-
|
1,441
|
(185
|
)
|
(b
|
)
|
10,191
|
286
|
(177
|
)
|
(b
|
)
|
10,300
|
|||||||||||||||||||||||||
Total
revenues
|
1,421
|
506,773
|
14,922
|
(15,553
|
)
|
507,563
|
8,309
|
38,073
|
(1,560
|
)
|
552,385
|
12,059
|
(4,986
|
)
|
559,458
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
3,397
|
266,275
|
1,591
|
(15,553
|
)
|
(b
|
)
|
255,710
|
2,400
|
7,388
|
(3,500
|
)
|
(b,c
|
)
|
261,998
|
5,522
|
(728
|
)
|
(g
|
)
|
266,792
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
50,506
|
-
|
-
|
50,506
|
-
|
-
|
-
|
50,506
|
-
|
(2,488
|
)
|
(b
|
)
|
48,018
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
29,287
|
-
|
-
|
29,287
|
-
|
-
|
-
|
29,287
|
1,757
|
-
|
31,044
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
3,473
|
21,901
|
1,940
|
(c
|
)
|
27,314
|
-
|
-
|
27,314
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
854
|
5,344
|
-
|
6,198
|
-
|
-
|
6,198
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
19
|
33,436
|
17
|
-
|
33,472
|
-
|
-
|
-
|
33,472
|
-
|
(177
|
)
|
(b
|
)
|
33,295
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
7
|
31,517
|
2,124
|
-
|
33,648
|
-
|
-
|
-
|
33,648
|
729
|
(140
|
)
|
(e
|
)
|
34,237
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
3,423
|
411,021
|
3,732
|
(15,553
|
)
|
402,623
|
6,727
|
34,633
|
(1,560
|
)
|
442,423
|
8,008
|
(3,533
|
)
|
446,898
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
65,282
|
-
|
-
|
(61,817
|
)
|
(f
|
)
|
3,465
|
-
|
-
|
(3,465
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
560
|
-
|
-
|
-
|
560
|
-
|
-
|
-
|
560
|
-
|
(560
|
)
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
65,842
|
-
|
-
|
(61,817
|
)
|
4,025
|
-
|
-
|
(3,465
|
)
|
560
|
-
|
(560
|
)
|
-
|
|||||||||||||||||||||||||||||||
Earnings
from operations
|
63,840
|
95,752
|
11,190
|
(61,817
|
)
|
108,965
|
1,582
|
3,440
|
(3,465
|
)
|
110,522
|
4,051
|
(2,013
|
)
|
112,560
|
|||||||||||||||||||||||||||||||
Interest
expense
|
(11,148
|
)
|
(678
|
)
|
(6,273
|
)
|
-
|
(18,099
|
)
|
-
|
-
|
-
|
(18,099
|
)
|
(3,130
|
)
|
1,593
|
(d
|
)
|
(19,636
|
)
|
|||||||||||||||||||||||||
Fees
on early extinguishment of debt
|
(35,627
|
)
|
-
|
-
|
-
|
(35,627
|
)
|
-
|
-
|
-
|
(35,627
|
)
|
-
|
-
|
(35,627
|
)
|
||||||||||||||||||||||||||||||
Pretax
earnings
|
17,065
|
95,074
|
4,917
|
(61,817
|
)
|
55,239
|
1,582
|
3,440
|
(3,465
|
)
|
56,796
|
921
|
(420
|
)
|
57,297
|
|||||||||||||||||||||||||||||||
Income
tax expense
|
17,910
|
(36,073
|
)
|
(2,101
|
)
|
-
|
(20,264
|
)
|
(554
|
)
|
(1,003
|
)
|
-
|
(21,821
|
)
|
(361
|
)
|
(53
|
)
|
(e
|
)
|
(22,235
|
)
|
|||||||||||||||||||||||
Net
earnings
|
34,975
|
59,001
|
2,816
|
(61,817
|
)
|
34,975
|
1,028
|
2,437
|
(3,465
|
)
|
34,975
|
560
|
(473
|
)
|
35,062
|
|||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
||||||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$
|
31,734
|
$
|
59,001
|
$
|
2,816
|
$
|
(61,817
|
)
|
$
|
31,734
|
$
|
1,028
|
$
|
2,437
|
$
|
(3,465
|
)
|
$
|
31,734
|
$
|
560
|
$
|
(473
|
)
|
$
|
31,821
|
|||||||||||||||||||
(a)
Balances for the quarter ended March 31, 2005
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity 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
|
||||||||||||||||||||||||||||||||||||||||||||||
24
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
cash flow statements by industry segment for the quarter ended June 30, 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)
|
$
|
55,334
|
$
|
40,196
|
$
|
501
|
$
|
(40,697
|
)
|
$
|
55,334
|
$
|
1,083
|
$
|
1,268
|
$
|
(2,351
|
)
|
$
|
55,334
|
$
|
437
|
$
|
(350
|
)
|
$
|
55,421
|
||||||||||
Earnings
from consolidated entities
|
(43,485
|
)
|
-
|
-
|
40,697
|
(2,788
|
)
|
-
|
-
|
2,351
|
(437
|
)
|
-
|
437
|
-
|
||||||||||||||||||||||
Depreciation
|
62
|
37,439
|
2,637
|
-
|
40,138
|
-
|
-
|
-
|
40,138
|
668
|
(140
|
)
|
40,666
|
||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
622
|
5,004
|
-
|
5,626
|
-
|
-
|
5,626
|
|||||||||||||||||||||||||
Change
in provision for losses on trade receivables
|
-
|
(51
|
)
|
-
|
-
|
(51
|
)
|
-
|
19
|
-
|
(32
|
)
|
-
|
-
|
(32
|
)
|
|||||||||||||||||||||
Change
in provision for losses on mortgage notes
|
-
|
(10
|
)
|
-
|
-
|
(10
|
)
|
-
|
-
|
-
|
(10
|
)
|
-
|
-
|
(10
|
)
|
|||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
-
|
(166
|
)
|
(829
|
)
|
-
|
(995
|
)
|
-
|
-
|
-
|
(995
|
)
|
-
|
-
|
(995
|
)
|
||||||||||||||||||||
Net
(gain) loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
319
|
234
|
-
|
553
|
-
|
-
|
553
|
|||||||||||||||||||||||||
Deferred
income taxes
|
13,538
|
214
|
-
|
-
|
13,752
|
336
|
(170
|
)
|
-
|
13,918
|
282
|
53
|
14,253
|
||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
(1,016
|
)
|
1
|
-
|
(1,015
|
)
|
18,894
|
(99
|
)
|
-
|
17,780
|
-
|
-
|
17,780
|
||||||||||||||||||||||
Inventories
|
-
|
(3,242
|
)
|
-
|
-
|
(3,242
|
)
|
-
|
-
|
-
|
(3,242
|
)
|
41
|
-
|
(3,201
|
)
|
|||||||||||||||||||||
Prepaid
expenses
|
592
|
(3,703
|
)
|
-
|
-
|
(3,111
|
)
|
-
|
-
|
-
|
(3,111
|
)
|
32
|
-
|
(3,079
|
)
|
|||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(644
|
)
|
(1,742
|
)
|
-
|
(2,386
|
)
|
-
|
-
|
(2,386
|
)
|
|||||||||||||||||||||
Other
assets
|
(3
|
)
|
(750
|
)
|
2,514
|
-
|
1,761
|
295
|
(42
|
)
|
-
|
2,014
|
118
|
-
|
2,132
|
||||||||||||||||||||||
Related
party assets
|
2,931
|
18,378
|
60
|
-
|
21,369
|
4,369
|
(14
|
)
|
-
|
25,724
|
2,900
|
-
|
28,624
|
||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
7,610
|
6,718
|
(1,100
|
)
|
-
|
13,228
|
-
|
947
|
-
|
14,175
|
386
|
-
|
14,561
|
||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
12,697
|
-
|
-
|
12,697
|
(24,004
|
)
|
(3,303
|
)
|
-
|
(14,610
|
)
|
-
|
-
|
(14,610
|
)
|
|||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
(1,057
|
)
|
(216
|
)
|
-
|
(1,273
|
)
|
-
|
-
|
(1,273
|
)
|
|||||||||||||||||||||
Deferred
income
|
-
|
2,220
|
-
|
-
|
2,220
|
-
|
-
|
-
|
2,220
|
37
|
-
|
2,257
|
|||||||||||||||||||||||||
Related
party liabilities
|
(25
|
)
|
2,867
|
(2,842
|
)
|
-
|
-
|
(1,725
|
)
|
159
|
-
|
(1,566
|
)
|
(4,517
|
)
|
-
|
(6,083
|
)
|
|||||||||||||||||||
Net
cash provided (used) by operating activities
|
36,554
|
111,791
|
942
|
-
|
149,287
|
(1,512
|
)
|
2,045
|
-
|
149,820
|
384
|
-
|
150,204
|
||||||||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(2
|
)
|
(142,643
|
)
|
(24,029
|
)
|
-
|
(166,674
|
)
|
-
|
-
|
-
|
(166,674
|
)
|
(325
|
)
|
-
|
(166,999
|
)
|
||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(17,304
|
)
|
(35,827
|
)
|
-
|
(53,131
|
)
|
-
|
-
|
(53,131
|
)
|
|||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
(21,054
|
)
|
(11,218
|
)
|
-
|
(32,272
|
)
|
-
|
-
|
(32,272
|
)
|
|||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,305
|
)
|
-
|
(7,305
|
)
|
-
|
-
|
(7,305
|
)
|
||||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
27,863
|
829
|
-
|
28,692
|
-
|
-
|
-
|
28,692
|
-
|
-
|
28,692
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
29,044
|
53,184
|
-
|
82,228
|
-
|
-
|
82,228
|
|||||||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
5,722
|
16,130
|
-
|
21,852
|
-
|
-
|
21,852
|
|||||||||||||||||||||||||
Cash
received in excess of purchase of company acquired
|
-
|
-
|
-
|
-
|
-
|
-
|
1,233
|
-
|
1,233
|
-
|
-
|
1,233
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
-
|
125
|
-
|
125
|
-
|
-
|
125
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
877
|
-
|
877
|
-
|
-
|
-
|
877
|
-
|
-
|
877
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
2,086
|
-
|
2,086
|
-
|
-
|
2,086
|
|||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
(45
|
)
|
448
|
-
|
403
|
-
|
-
|
-
|
403
|
-
|
-
|
403
|
||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(2
|
)
|
(114,825
|
)
|
(21,875
|
)
|
-
|
(136,702
|
)
|
(3,592
|
)
|
18,408
|
-
|
(121,886
|
)
|
(325
|
)
|
-
|
(122,211
|
)
|
|||||||||||||||||
|
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2006
|
25
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Continuation
of consolidating cash flow statement by industry segment for the quarter ended
June 30, 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
|
-
|
87,376
|
-
|
-
|
87,376
|
-
|
-
|
-
|
87,376
|
-
|
-
|
87,376
|
|||||||||||||||||||||||||
Principal
repayments on credit facilities
|
-
|
(5,133
|
)
|
(2,689
|
)
|
-
|
(7,822
|
)
|
-
|
-
|
-
|
(7,822
|
)
|
(314
|
)
|
-
|
(8,136
|
)
|
|||||||||||||||||||
Debt
issuance costs
|
-
|
(1,437
|
)
|
-
|
-
|
(1,437
|
)
|
-
|
-
|
-
|
(1,437
|
)
|
-
|
-
|
(1,437
|
)
|
|||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
-
|
285
|
-
|
-
|
285
|
-
|
-
|
-
|
285
|
-
|
-
|
285
|
|||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
(33,309
|
)
|
9,786
|
23,523
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Preferred
stock dividends paid
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
4,251
|
-
|
4,251
|
-
|
-
|
4,251
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(20,843
|
)
|
-
|
(20,843
|
)
|
-
|
-
|
(20,843
|
)
|
||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(36,550
|
)
|
90,877
|
20,834
|
-
|
75,161
|
-
|
(16,592
|
)
|
-
|
58,569
|
(314
|
)
|
-
|
58,255
|
||||||||||||||||||||||
Effects
of exchange rate on cash
|
-
|
151
|
-
|
-
|
151
|
-
|
-
|
-
|
151
|
-
|
-
|
151
|
|||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
2
|
87,994
|
(99
|
)
|
-
|
87,897
|
(5,104
|
)
|
3,861
|
-
|
86,654
|
(255
|
)
|
-
|
86,399
|
||||||||||||||||||||||
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
|
$
|
9
|
$
|
228,493
|
$
|
757
|
$
|
-
|
$
|
229,259
|
$
|
4,711
|
$
|
7,888
|
$
|
-
|
$
|
241,858
|
$
|
-
|
$
|
-
|
$
|
241,858
|
|||||||||||||
|
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2006
|
|||||||||||||||||||||||||||||||||||||
26
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
cash flow statements by industry segment for the quarter ended June 30, 2005
are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$
|
34,975
|
$
|
59,001
|
$
|
2,816
|
$
|
(61,817
|
)
|
$
|
34,975
|
$
|
1,028
|
$
|
2,437
|
$
|
(3,465
|
)
|
$
|
34,975
|
$
|
560
|
$
|
(473
|
)
|
$
|
35,062
|
||||||||||
Earnings
from consolidated entities
|
(58,332
|
)
|
-
|
-
|
59,847
|
1,515
|
-
|
-
|
(2,075
|
)
|
(560
|
)
|
-
|
560
|
-
|
||||||||||||||||||||||
Depreciation
|
7
|
28,205
|
2,124
|
-
|
30,336
|
-
|
-
|
-
|
30,336
|
729
|
(140
|
)
|
30,925
|
||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
854
|
5,823
|
-
|
6,677
|
-
|
-
|
6,677
|
|||||||||||||||||||||||||
Change
in provision for losses on trade receivables
|
-
|
(601
|
)
|
-
|
-
|
(601
|
)
|
-
|
-
|
-
|
(601
|
)
|
-
|
-
|
(601
|
)
|
|||||||||||||||||||||
Change
in provision for losses on mortgage notes
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
-
|
3,312
|
-
|
-
|
3,312
|
-
|
-
|
-
|
3,312
|
-
|
-
|
3,312
|
|||||||||||||||||||||||||
Net
(gain) loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
(192
|
)
|
(1,261
|
)
|
-
|
(1,453
|
)
|
-
|
-
|
(1,453
|
)
|
|||||||||||||||||||||
Write-off
of unamortized debt issuance costs
|
13,629
|
-
|
-
|
-
|
13,629
|
-
|
-
|
-
|
13,629
|
-
|
-
|
13,629
|
|||||||||||||||||||||||||
Deferred
income taxes
|
10,843
|
-
|
-
|
-
|
10,843
|
74
|
1,461
|
-
|
12,378
|
357
|
53
|
12,788
|
|||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
(8,009
|
)
|
(1
|
)
|
-
|
(8,010
|
)
|
6,423
|
(700
|
)
|
-
|
(2,287
|
)
|
-
|
-
|
(2,287
|
)
|
|||||||||||||||||||
Inventories
|
-
|
(2,001
|
)
|
-
|
-
|
(2,001
|
)
|
-
|
-
|
-
|
(2,001
|
)
|
(245
|
)
|
-
|
(2,246
|
)
|
||||||||||||||||||||
Prepaid
expenses
|
2,804
|
(3,698
|
)
|
-
|
-
|
(894
|
)
|
-
|
-
|
-
|
(894
|
)
|
78
|
-
|
(816
|
)
|
|||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(831
|
)
|
(1,677
|
)
|
-
|
(2,508
|
)
|
-
|
-
|
(2,508
|
)
|
|||||||||||||||||||||
Other
assets
|
13,969
|
(11,191
|
)
|
(35,152
|
)
|
-
|
(32,374
|
)
|
434
|
2,886
|
-
|
(29,054
|
)
|
(407
|
)
|
-
|
(29,461
|
)
|
|||||||||||||||||||
Related
party assets
|
(28,369
|
)
|
(4,998
|
)
|
(8
|
)
|
19,013
|
(14,362
|
)
|
1,664
|
-
|
(720
|
)
|
(13,418
|
)
|
-
|
(395
|
)
|
(13,813
|
)
|
|||||||||||||||||
Accounts
payable and accrued expenses
|
(18,200
|
)
|
21,460
|
1,301
|
-
|
4,561
|
-
|
-
|
5,540
|
10,101
|
409
|
-
|
10,510
|
||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
18,674
|
-
|
-
|
18,674
|
(11,728
|
)
|
(4,039
|
)
|
-
|
2,907
|
-
|
-
|
2,907
|
|||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
(3,476
|
)
|
(10,052
|
)
|
-
|
(13,528
|
)
|
-
|
-
|
(13,528
|
)
|
|||||||||||||||||||||
Deferred
income
|
-
|
3,583
|
-
|
-
|
3,583
|
-
|
-
|
-
|
3,583
|
138
|
-
|
3,721
|
|||||||||||||||||||||||||
Related
party liabilities
|
-
|
18,513
|
-
|
(19,013
|
)
|
(500
|
)
|
(98
|
)
|
(858
|
)
|
636
|
(820
|
)
|
(694
|
)
|
395
|
(1,119
|
)
|
||||||||||||||||||
Net
cash provided (used) by operating activities
|
(28,674
|
)
|
122,250
|
(28,920
|
)
|
(1,970
|
)
|
62,686
|
(5,848
|
)
|
(5,980
|
)
|
(84
|
)
|
50,774
|
925
|
-
|
51,699
|
|||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
(74,231
|
)
|
(999
|
)
|
-
|
(75,230
|
)
|
-
|
-
|
-
|
(75,230
|
)
|
(207
|
)
|
-
|
(75,437
|
)
|
|||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(55,390
|
)
|
-
|
-
|
(55,390
|
)
|
-
|
-
|
(55,390
|
)
|
||||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
(1,985
|
)
|
(82,232
|
)
|
-
|
(84,217
|
)
|
-
|
-
|
(84,217
|
)
|
|||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,250
|
)
|
-
|
(1,250
|
)
|
-
|
-
|
(1,250
|
)
|
||||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
15,140
|
5
|
-
|
15,145
|
-
|
-
|
-
|
15,145
|
-
|
-
|
15,145
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
43,775
|
50,953
|
-
|
94,728
|
-
|
-
|
94,728
|
|||||||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
15,590
|
45,203
|
-
|
60,793
|
-
|
-
|
60,793
|
|||||||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
5,759
|
-
|
5,759
|
-
|
-
|
5,759
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
-
|
417
|
-
|
417
|
-
|
-
|
417
|
|||||||||||||||||||||||||
Other
asset investments, net
|
-
|
872
|
-
|
-
|
872
|
-
|
-
|
-
|
872
|
-
|
-
|
872
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
179
|
514
|
-
|
693
|
-
|
-
|
693
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
3,034
|
-
|
3,034
|
-
|
-
|
3,034
|
|||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
53
|
18
|
-
|
71
|
-
|
-
|
-
|
71
|
-
|
-
|
71
|
|||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
-
|
(58,166
|
)
|
(976
|
)
|
-
|
(59,142
|
)
|
2,169
|
22,398
|
-
|
(34,575
|
)
|
(207
|
)
|
-
|
(34,782
|
)
|
|||||||||||||||||||
|
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2005
|
|||||||||||||||||||||||||||||||||||||
27
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Continuation
of consolidating cash flow statement by industry segment for the quarter ended
June 30, 2005, are as follows:
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
|
49,557
|
904,365
|
-
|
1,034,188
|
-
|
-
|
-
|
1,034,188
|
-
|
-
|
1,034,188
|
|||||||||||||||||||||||||
Principal
repayments on credit facilities
|
(860,274
|
)
|
-
|
-
|
-
|
(860,274
|
)
|
-
|
-
|
-
|
(860,274
|
)
|
(289
|
)
|
-
|
(860,563
|
)
|
||||||||||||||||||||
Debt
issuance costs
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
-
|
438
|
-
|
-
|
438
|
-
|
-
|
-
|
438
|
-
|
-
|
438
|
|||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany notes payable
|
-
|
(84
|
)
|
-
|
-
|
(84
|
)
|
-
|
-
|
84
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
813,882
|
64,466
|
(878,348
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Preferred
stock dividends paid
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
5,670
|
-
|
5,670
|
-
|
-
|
5,670
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(17,896
|
)
|
-
|
(17,896
|
)
|
-
|
-
|
(17,896
|
)
|
||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
30,633
|
114,377
|
26,017
|
-
|
171,027
|
-
|
(12,226
|
)
|
84
|
158,885
|
(289
|
)
|
-
|
158,596
|
|||||||||||||||||||||||
Effects
of exchange rate on cash
|
(1,970
|
)
|
(1,970
|
)
|
-
|
1,970
|
(1,970
|
)
|
-
|
-
|
-
|
(1,970
|
)
|
-
|
-
|
(1,970
|
)
|
||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
(11
|
)
|
176,491
|
(3,879
|
)
|
-
|
172,601
|
(3,679
|
)
|
4,192
|
-
|
173,114
|
429
|
-
|
173,543
|
||||||||||||||||||||||
Cash
and cash equivalents at beginning of 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
|
$
|
3
|
$
|
214,117
|
$
|
448
|
$
|
-
|
$
|
214,568
|
$
|
6,959
|
$
|
7,184
|
$
|
-
|
$
|
228,711
|
$
|
787
|
$
|
-
|
$
|
229,498
|
|||||||||||||
|
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2005
|
|||||||||||||||||||||||||||||||||||||
28
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 June 30, 2006
|
||||||||||
Total
revenues
|
$
|
552,736
|
$
|
14,291
|
$
|
567,027
|
||||
Depreciation
and amortization, net of (gains) losses on disposals
|
43,575
|
1,722
|
45,297
|
|||||||
Interest
expense
|
18,301
|
161
|
18,462
|
|||||||
Pretax
earnings
|
89,633
|
2,071
|
91,704
|
|||||||
Income
tax expense
|
35,579
|
704
|
36,283
|
|||||||
Identifiable
assets
|
3,430,400
|
78,714
|
3,509,114
|
|||||||
Quarter
ended June 30, 2005
|
||||||||||
Total
revenues
|
$
|
545,077
|
$
|
14,381
|
$
|
559,458
|
||||
Depreciation
and amortization, net of (gains) losses on disposals
|
38,804
|
1,631
|
40,435
|
|||||||
Interest
expense (income)
|
19,640
|
(4
|
)
|
19,636
|
||||||
Pretax
earnings
|
54,428
|
2,869
|
57,297
|
|||||||
Income
tax expense
|
22,235
|
-
|
22,235
|
|||||||
Identifiable
assets
|
3,239,636
|
78,452
|
3,318,088
|
|||||||
29
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 first quarter of fiscal 2007, compared with the first quarter 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.
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
first
fiscal quarter for AMERCO ends on the 30th
of June
for each year that is referenced. Our insurance company subsidiaries have a
first quarter that ends on the 31st
of March
for each year that is referenced. They have been consolidated on that basis.
Consequently, all references to our insurance subsidiaries’ years 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 moving rental
equipment, convenient self-storage rental facilities and related moving and
self-storage products and services. We are able to expand our distribution
and
improve customer service by increasing the amount of moving equipment and
storage rooms available for rent, expanding the number of independent dealers
in
our network and expanding and taking advantage of our growing eMove
capabilities.
RepWest
is focused on providing and administering property and casualty insurance to
U-Haul,
its
customers, its independent dealers and affiliates. By exiting its non U-Haul
lines of business, we believe that RepWest will be able to focus its core
competencies and financial resources to better support our overall strategy.
Oxford
is
focused on long-term capital growth through direct writing and reinsuring of
annuity, life and Medicare supplement products primarily in the senior
marketplace. Oxford is pursuing increased direct writing via acquisitions of
insurance companies, expanded distribution channels and product development.
In
2005, Oxford determined that it would no longer pursue growth in the credit
life
and disability market. We believe this will enable Oxford to focus more on
its
core senior population demographic.
Description
of Operating Segments
AMERCO
has four reportable segments. They are Moving and Storage Operations, Property
and Casualty Insurance, Life Insurance and SAC Holding II.
Moving
and Storage Operating Segment
Our
Moving and Storage Operating Segment consists of the rental of trucks, trailers,
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.
30
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. Mover’s Wrap is a sticks-to-itself
plastic stretch wrap used to bind, bundle, and fasten items when moving or
storing. Additionally, U-Haul has added a full line of Smart Move tape products.
Smart Move tape is a color coded packing tape that has the room printed right
on
it allowing customers to tape and label their belongings in one quick
step.
eMove
is
an online marketplace that connects consumers to over 3,300 independent sellers
of Moving Helpers™ as well as 2,800 providers of Self-Storage services. Our
network of customer-rated affiliates provides pack and load help, cleaning
help,
self-storage and similar services, all over North America.
An
individual or a company can connect to the eMove network by becoming an eMove
Moving Help® Affiliate or an eMove Storage Affiliate™. Moving Helpers assist
customers with packing, loading, cleaning and unloading their truck or storage
unit. The Storage Affiliate program enables independent self-storage facilities
to expand their reach by connecting into a centralized 1-800 and internet
reservation system and for a fee, receive an array of services including
web-based management software, Secured Online Affiliated Rentals (S.O.A.R®),
co-branded rental trucks, savings on insurance, credit card processing and
more.
Approximately 2,800 independent self-storage facilities are now registered
on
the eMove network.
With
over
78,000 unedited reviews of independent vendors, the marketplace has facilitated
Moving Help® and Self-Storage transactions all over North America. We believe
that acting as an intermediary, with little added investment, serves the
customer in a cost effective manner. Our goal is to further utilize our
web-based technology platform to increase service to consumers and businesses
in
the moving and storage market.
Property
and Casualty Insurance Operating Segment
RepWest
provides loss adjusting and claims handling for U-Haul through regional offices
across North America. RepWest also underwrites components of the Safemove,
Safetow and Safestor protection
packages to U-Haul customers. We continue to focus on increasing the penetration
of these products. The business plan for RepWest includes offering property
and
casualty products in other U-Haul related
programs.
Life
Insurance Operating Segment
Oxford
provides life and health insurance products primarily to the senior market
through the direct writing or reinsuring of annuities, life insurance, and
Medicare supplement policies. Additionally, Oxford administers the self-insured
employee health and dental plans for Arizona employees of the Company and
provides insurance for the employee group life and disability
coverage.
SAC
Holdings Operating Segment
SAC
Holding Corporation and its subsidiaries, and SAC Holding II Corporation and
its
subsidiaries, collectively referred to as “SAC Holdings,” own self-storage
properties that are managed by U-Haul under property management agreements
and
act as independent U-Haul rental equipment dealers. AMERCO, through its
subsidiaries, has contractual interests in certain SAC Holdings’ properties
entitling AMERCO to potential future income based on the financial performance
of these properties. With respect to SAC Holding II, AMERCO is considered the
primary beneficiary of these contractual interests. Consequently, we include
the
results of SAC Holding II in the consolidated financial statements of AMERCO,
as
required by FIN 46(R).
Critical
Accounting Policies and Estimates
The
Company’s financial statements have been prepared in accordance with the United
States generally accepted accounting principles. The methods, estimates and
judgments we use in applying our accounting policies can have a significant
impact on the results we report in our financial statements. 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.
31
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 or
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 by having one or both
of
the following conditions: a) it has an insufficient amount of equity for it
to
finance its activities without receiving additional subordinated financial
support or b) its owners do not hold the typical risks and rights of equity
owners. This determination is made upon the creation of a variable interest
and
can be re-assessed should certain changes in the operations of a VIE, or its
relationship with the primary beneficiary trigger a reconsideration under the
provisions of FIN 46(R). After a triggering event occurs the most recent facts
and circumstances are utilized in determining whether or not a company is a
variable interest entity, which other company(s) have a variable interest in
the
entity, and whether or not the company’s interest is such that it is the primary
beneficiary.
The
consolidated financial statements for the first quarters 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.
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.
32
Accordingly,
at the dates AMERCO ceased to have a variable interest and ceased to be the
primary beneficiary of SAC Holding Corporation and its current or former
subsidiaries, it deconsolidated those entities. The deconsolidation was
accounted for as a distribution of SAC Holding Corporations interests to the
sole shareholder of the SAC entities. Because of AMERCO’s continuing involvement
with SAC Holding Corporation and its current and former subsidiaries, the
distributions do not qualify as discontinued operations as defined by SFAS
No.
144.
It
is
possible that SAC Holding Corporation could take actions that would require
us
to re-determine whether SAC Holding Corporation has become a VIE or whether
we
have become the primary beneficiary of SAC Holding Corporation. Should this
occur, we could be required to consolidate some or all of SAC Holding
Corporation with our financial statements.
Similarly,
SAC Holding II could take actions that would require us to re-determine whether
it is a VIE or whether we continue to be the primary beneficiary of our variable
interest in SAC Holding II. Should we cease to be the primary beneficiary,
we
would be required to deconsolidate some or all of our variable interest in
SAC
Holding II from our financial statements.
Recoverability
of Property, Plant and Equipment
Property,
plant and equipment are stated at cost. Interest cost incurred during the
initial construction of buildings and rental equipment is considered part of
cost. Depreciation is computed for financial reporting purposes using the
straight-line or an accelerated method based on a declining balance formula
over
the following estimated useful lives: rental equipment 2-20 years and buildings
and non-rental equipment 3-55 years. Major overhauls to rental equipment are
capitalized and are amortized over the estimated period benefited. Routine
maintenance costs are charged to operating expense as they are incurred. Gains
and losses on dispositions of property, plant and equipment are netted against
depreciation expense when realized. 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 assets are
determined to be recoverable, but the useful lives are shorter or longer than
originally estimated, the net book value of the assets is depreciated over
the
newly determined remaining useful lives.
Fiscal
2006 marked the first time in ten years that the Company has acquired a
significant number of new trucks via purchase rather than lease. Management
performed an analysis of the expected economic value of new rental trucks and
determined that additions to the fleet resulting from purchase should be
depreciated on an accelerated method based upon a declining formula. The salvage
value and useful life assumptions of the rental truck fleet remain unchanged.
Under the declining balances method (2.4 times declining balance) the book
value
of a rental truck is reduced 16% at the end of its first year, 70% by the end
of
its seventh year, and 80% at the end of year fifteen.
33
We
typically sell our used vehicles at one of our sales centers throughout North
America, on our web site at trucksales.uhaul.com or by calling 1-866-404-0355.
Although we attempt to sell our used vehicles for prices approximating book
value, the extent to which we are able to realize a gain on the sale of used
vehicles is dependent upon various factors including the general state of the
used vehicle market, the age and condition of the vehicle at the time of its
disposal and depreciation rates with respect to the vehicle.
Insurance
Reserves
Liabilities
for life insurance and certain annuity 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.
Also, the severity of the commercial transportation and the commercial multiple
peril programs can fluctuate unexpectedly.
Investments
For
investments accounted for under SFAS No. 115, in determining if and when a
decline in market value below amortized cost is other than temporary, management
makes certain assumptions or judgments in its assessment including but not
limited to: ability and intent to hold the security, quoted market prices,
dealer quotes or discounted cash flows, industry factors, financial factors,
and
issuer specific information. Other-than-temporary impairment in value is
recognized in the current period operating results.
Income
Taxes
The
Company records deferred tax assets and liabilities based upon the differences
between the tax basis of assets and liabilities and the financial statement
carrying amounts. Management reviews any deferred tax assets for realization
and
establishes a valuation allowance in relation to such assets should we believe
they may not be ultimately realized. As part of this assessment, management
makes certain assumptions regarding future taxable income, timing of the
reversals of timing differences, and implementation of tax planning strategies.
A change in any of these assumptions can alter our valuation allowance and
cause
an increase or decrease in our effective tax rate that could materially impact
our financial results.
The
Company’s tax returns are periodically reviewed by various taxing authorities.
Despite our belief that all of our tax treatments are supportable, the final
outcome of these audits may cause changes in our valuation allowance should
we
not prevail. These changes could materially impact our financial results. Our
current tax rate is approximately 39.6%.
AMERCO
files a consolidated tax return with all of its legal subsidiaries, except
for
CFLIC and 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.
34
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 the impact this interpretation may
have on our consolidated financial statements.
Results
of Operations
AMERCO
and Consolidated Entities
Quarter
Ended June 30, 2006
compared with the Quarter Ended June 30, 2005
Listed
below on a consolidated basis are revenues for our major product lines for
the
first quarter of fiscal 2007 and the first quarter of fiscal 2006:
Quarter
Ended June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
407,234
|
$
|
401,260
|
|||
Self-storage
revenues
|
30,431
|
28,768
|
|||||
Self-moving
and self-storage products and service sales
|
67,451
|
66,563
|
|||||
Property
management fees
|
3,847
|
4,440
|
|||||
Life
insurance premiums
|
30,919
|
29,589
|
|||||
Property
and casualty insurance premiums
|
5,382
|
4,824
|
|||||
Net
investment and interest income
|
13,830
|
13,714
|
|||||
Other
revenue
|
7,933
|
10,300
|
|||||
Consolidated
revenue
|
$
|
567,027
|
$
|
559,458
|
|||
During
the first quarter of fiscal 2007, self-moving equipment rentals increased $6.0
million, compared with the first quarter of fiscal 2006, primarily due to
increases in trailer rentals.
Self-storage
revenues increased $1.7 million for the first quarter of fiscal 2007, compared
with the first quarter of fiscal 2006 due to increases in occupancy levels.
During the first quarter of fiscal 2007, the Company has increased rooms
available through build-outs at existing facilities.
Sales
of
self-moving and self-storage products and service sales increased $0.9 million
for the first quarter of fiscal 2007, compared with the first quarter of fiscal
2006. Towing accessories and propane sales experienced first quarter
increases.
Premiums
at RepWest increased $0.6 million due to increases in U-Haul related business.
Oxford’s
premium revenues increased approximately $1.3 million primarily as a result
of
additional life insurance premiums and the acquisition of DGLIC.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $567.0 million for the first quarter of fiscal 2007, compared
with
$559.5 million for the first quarter of fiscal 2006.
35
Listed
below are revenues and earnings from operations at each of our four operating
segments for the first quarter of fiscal 2007 and the first quarter of fiscal
2006; for the insurance companies the first quarter ended March 31, 2006 and
2005.
Quarter
Ended June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Moving
and storage
|
|||||||
Revenues
|
$
|
514,638
|
$
|
507,563
|
|||
Earnings
from operations
|
106,921
|
108,965
|
|||||
Property
and casualty insurance
|
|||||||
Revenues
|
8,068
|
8,309
|
|||||
Earnings
from operations
|
1,701
|
1,582
|
|||||
Life
insurance
|
|||||||
Revenues
|
38,137
|
38,073
|
|||||
Earnings
from operations
|
1,951
|
3,440
|
|||||
SAC
Holding II
|
|||||||
Revenues
|
12,479
|
12,059
|
|||||
Earnings
from operations
|
4,123
|
4,051
|
|||||
Eliminations
|
|||||||
Revenues
|
(6,295
|
)
|
(6,546
|
)
|
|||
Earnings
from operations
|
(4,530
|
)
|
(5,478
|
)
|
|||
Consolidated
results
|
|||||||
Revenues
|
567,027
|
559,458
|
|||||
Earnings
from operations
|
110,166
|
112,560
|
|||||
Total
costs and expenses increased $10.0 million for the first quarter of fiscal
2007,
compared with the first quarter of fiscal 2006. This is due primarily to
increases in lease and depreciation expense associated with the fleet rotation.
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 $110.2 million in the first quarter of fiscal 2007,
compared with $112.6 million for the first quarter of fiscal 2006.
Interest
expense for the first quarter of fiscal 2007 was $18.5 million, compared with
$55.3 million in the first quarter of fiscal 2006. The first quarter of fiscal
2006 results included a one-time, non-recurring charge of $35.6 million before
taxes which includes fees for early extinguishment of debt of $21.2 million
and
the write-off of $14.4 million of debt issuance costs. The refinancing costs
had
the effect of decreasing, on a non-recurring basis, earnings for the quarter
ended June 30, 2005 by $1.71 per share before taxes, in which the tax effect
was
approximately $0.63 per share.
Income
tax expense was $36.3 million in the first quarter of fiscal 2007, compared
with
$22.2 million in first quarter of fiscal 2006 and reflects higher pretax
earnings for the first quarter of fiscal 2006.
Dividends
accrued on our Series A preferred stock were $3.2 million in first quarter
of
fiscal 2007, unchanged from the first quarter of fiscal 2006.
As
a
result of the above mentioned items, earnings available to common shareholders
were $52.2 million in the first quarter of fiscal 2007, compared with $31.8
million in the first quarter of fiscal 2006.
The
weighted average common shares outstanding basic and diluted were 20,897,688
in
first quarter of fiscal 2007 and were 20,836,458 in the first quarter of fiscal
2006.
Basic
and
diluted earnings per share in the first quarter of fiscal 2007 were $2.50,
compared with $1.53 for the first quarter of fiscal 2006.
36
Moving
and Storage
Quarter
Ended June 30, 2006
compared with the Quarter Ended June 30, 2005
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment for the first quarter of fiscal 2007 and the first quarter
of
fiscal 2006:
Quarter
Ended June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
407,234
|
$
|
401,260
|
|||
Self-storage
revenues
|
25,589
|
24,248
|
|||||
Self-moving
and self-storage products and service sales
|
62,699
|
61,798
|
|||||
Property
management fees
|
4,596
|
5,168
|
|||||
Net
investment and interest income
|
7,788
|
6,154
|
|||||
Other
revenue
|
6,732
|
8,935
|
|||||
Moving
and Storage revenue
|
$
|
514,638
|
$
|
507,563
|
|||
During
the first quarter of fiscal 2007, self-moving equipment rentals increased $6.0
million, compared with the first quarter of fiscal 2006, primarily due to
increases in trailer rentals.
Self-storage
revenues increased $1.3 million for the first quarter of fiscal 2007, compared
with the first quarter of fiscal 2006. The Company has increased the number
of
room’s available period over period through the expansion of existing facilities
and maintained its occupancy rates.
Sales
of
self-moving and self-storage products and service increased $0.9 million for
the
first quarter of fiscal 2007, compared with the first quarter of fiscal 2006.
Propane and towing accessories have increased period over period. U-Haul is
the
largest single retail provider of propane and towing accessories in the United
States through our Company owned and managed locations. The Company continues
to
improve its visibility as a provider of propane, moving supplies and towing
accessories.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the consolidated financial statements for Moving and Storage represent
Company-owned locations only. Self-storage data for our owned storage locations
is as follows:
Quarter
Ended June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except occupancy rate)
|
|||||||
Room
count as of June 30
|
124
|
122
|
|||||
Square
footage as of June 30
|
9,734
|
9,492
|
|||||
Average
number of rooms occupied
|
109
|
108
|
|||||
Average
occupancy rate based on room count
|
87.8
|
%
|
88.5
|
%
|
|||
Average
square footage occupied
|
8,643
|
8,528
|
37
Total
costs and expenses increased $7.9 million for the first quarter of fiscal 2007,
compared with the first quarter of fiscal 2006. Variable expenses including
rental commissions and cost of goods sold increased in proportion to their
related revenues. Additionally, increases in fleet rotation-related expenses
including depreciation, lease, licensing and freight costs were partially offset
by reductions in maintenance and repair. The first quarter 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 and expenses, earnings from
operations decreased to $106.9 million in first quarter of fiscal 2007, compared
with $109.0 million for first quarter of fiscal 2006.
U-Haul
International, Inc.
Quarter
Ended June 30, 2006
compared with the Quarter Ended June 30, 2005
Listed
below are revenues for the major product lines at U-Haul International, Inc.
for
the first quarter of fiscal 2007 and the first quarter of fiscal
2006:
Quarter
Ended June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
407,234
|
$
|
401,260
|
|||
Self-storage
revenues
|
25,179
|
23,793
|
|||||
Self-moving
and self-storage products and service sales
|
62,699
|
61,798
|
|||||
Property
management fees
|
4,596
|
5,168
|
|||||
Net
investment and interest income
|
6,568
|
4,738
|
|||||
Other
revenue
|
8,127
|
10,016
|
|||||
U-Haul
International, Inc. revenue
|
$
|
514,403
|
$
|
506,773
|
|||
During
the first quarter of fiscal 2007, self-moving equipment rentals increased $6.0
million, compared with the first quarter of fiscal 2006, primarily due to
increases in trailer rentals. New truck additions over the past fifteen months
have been largely offset by sales of older trucks.
Self-storage
revenues increased $1.4 million for the first quarter of fiscal 2007, compared
with the first quarter of fiscal 2006. The Company has increased the number
of
room’s available period over period through the expansion of existing facilities
and maintained its occupancy rates.
Sales
of
self-moving and self-storage products and services increased $0.9 million for
the first quarter of fiscal 2007, compared with the first quarter of fiscal
2006. Propane and towing accessories have increased period over period. U-Haul
is the largest single retail provider of propane and towing accessories in
the
United States through our Company owned and managed locations. The Company
continues to improve its visibility as a provider of propane, moving supplies
and towing accessories.
Total
costs and expenses increased $9.2 million for the first quarter of fiscal 2007,
compared with the first quarter of fiscal 2006. This is primarily due to
increases in variable expenses related to revenue increases as well as 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 fleet. As a result of the above mentioned changes in revenues
and expenses, earnings from operations decreased to $94.1 million in the first
quarter of fiscal 2007, compared with $95.8 million in the first quarter of
fiscal 2006.
38
Republic
Western Insurance Company
Quarter
Ended March 31,
2006 compared with the Quarter Ended March 31,
2005
Premium
revenues were $5.4 million and $4.8 million for the quarters ended March 31,
2006 and 2005, respectively. U-Haul related premiums were $4.5 million and
$3.9
million for the quarters ended March 31, 2005 and 2004, respectively.
Net
investment income was $2.7 million and $3.5 million for the quarters ended
March
31, 2006 and 2005, respectively. The reduction is due primarily to a decrease
in
our invested asset base combined with lower rates on reinvested
assets.
Benefits
and losses incurred were $4.2 million and $3.5 million for the quarters ended
March 31, 2006 and 2005, respectively. The increase is due to an increase in
U-Haul related premiums resulting in additional liabilities from reserves added
to the discontinued lines.
Amortization
of deferred acquisition costs were $0.6 million and $0.9 million for the
quarters ended March 31, 2006 and 2005, respectively. The decrease is due to
decreased premium writings.
Operating
expenses were $1.6 million and $2.4 million for the quarters ended March 31,
2006 and 2005, respectively. The decrease is primarily due to decreased
commissions and administrative expenses.
Pretax
earnings from operations were $1.7 million and $1.6 million for the quarters
ended March 31, 2006 and 2005, respectively.
Oxford
Life Insurance Company
Quarter
Ended March 31, 2006
compared with the Quarter Ended March 31, 2005
Net
premiums were $31.3 million and $30.0 million for the quarters ended March
31,
2006 and 2005, respectively. Increases in annuity and life premiums of $1.6
million and $0.6 million, respectively were largely offset by a decrease of
$1.1
million in credit premiums. 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. The
Company is no longer pursuing credit insurance and further attrition is expected
over the next several years. Other income of $1.3 million declined slightly
in
the current quarter.
Net
investment income was $5.5 million and $6.7 million for the first quarters
of
2006 and 2005, respectively. The decrease was primarily due to a negative
variance of $1.5 million in capital gains and losses offset by a slightly higher
return on invested assets.
Benefits
incurred were $24.4 million and $21.9 million for the first quarters of 2006
and
2005, respectively. Annuities, life, Medicare supplement and other health all
had increased benefits in the current quarter as compared to the prior year
quarter. These increases were partially offset by a decrease of $0.8 million
in
credit insurance benefits that was due to the net result of decreased exposure
and an increased loss ratio. The increase in annuity benefits of $1.6 million
resulted from the increase in annuitizations as discussed above. The $0.7
million increase in life benefits resulted from increased sales. The increases
in Medicare supplement and other health resulted from higher loss ratios in
the
current period compared to the prior year period.
Amortization
of deferred acquisition costs (DAC) and the value of business acquired (VOBA)
was $5.0 million and $5.3 million for the first quarters of 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 $0.4 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 $6.7 million and $7.4 million for the first quarters of 2006
and
2005, respectively. Non-deferrable commissions decreased $0.7 million from
2005
primarily due to decreases in the credit line of business.
Earnings
from operations were $2.0 million and $3.4 million for the first quarters of
2006 and 2005, respectively. Excluding the capital gains and losses, earnings
from operations were consistent for the first quarters of 2006 and 2005.
39
SAC
Holding II
Quarter
Ended June 30, 2006
compared with the Quarter Ended June 30, 2005
Listed
below are revenues for the major product lines at SAC Holding II for the first
quarter of fiscal 2007 and the first quarter of fiscal 2006:
Quarter
Ended June 30,
|
|||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
2,556
|
$
|
2,488
|
|||
Self-storage
revenues
|
4,842
|
4,520
|
|||||
Self-moving
and self-storage products and service sales
|
4,752
|
4,765
|
|||||
Other
revenue
|
329
|
286
|
|||||
Segment
revenue
|
$
|
12,479
|
$
|
12,059
|
|||
Revenues
for the first quarter of fiscal 2007 grew $0.4 million, primarily as a result
of
improved occupancy and pricing.
Total
costs and expenses were $8.4 million in the first quarter of fiscal 2007,
compared with $8.0 million in the first quarter of fiscal 2006.
Earnings
from operations were $4.1 million in the first quarter of fiscal 2007, compared
with $4.1 million in the first quarter of fiscal 2006.
40
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 three
to
five years. The majority of the debt obligations currently in place mature
either at the end of fiscal 2010 or 2015. This allows us to focus on our
operations and business to further improve 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.
Our
financial condition remains strong. At June 30, 2006, cash and cash equivalents
totaled $241.9 million, compared with $155.5 million on March 31, 2006. Total
short-term and long-term debts were $1,045.6 million at June 30, 2006, compared
with $965.6 million at March 31, 2006, and represented 1.4 times stockholders’
equity for both periods. At June 30, 2006 our cash availability under existing
credit facilities was $467.0 million.
Cash
provided by operating activities improved $98.5 million in the first quarter
of
fiscal 2007, compared with fiscal 2006. Operating cash flows for the Moving
and
Storage segment included a $34.2 million interest repayment from SAC Holdings
in
fiscal 2007, while fiscal 2006 included payments related to the refinancing
of
debt. The insurance company operating cash flows increased due to fiscal 2006
including Oxford’s $12.8 million lawsuit settlement.
Net
cash
used in investing activities increased $87.4 million in the first quarter of
fiscal 2007, compared with fiscal 2006 due primarily to higher capital
expenditures in the Moving and Storage segment. Net capital expenditures
increased $78.0 million in fiscal 2007 due to planned manufacturing of rental
vehicles to rotate our rental fleet. Insurance company investing cash flows
decreased $9.8 million as business volume declined.
Cash
provided by financing activities decreased $100.3 million in the first quarter
of fiscal 2007, compared with fiscal 2006. Fiscal 2006 included the Company’s
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 the next
three fiscal years, at least $340.0 million each year will be reinvested in
the
truck and trailer rental fleet. This investment will be funded through external
lease financing, debt financing and internally from operations and sales of
used
equipment. Management considers several factors including cost and tax
consequences when selecting a method to fund capital expenditures. Because
the
Company has utilized all of its net operating loss carry forwards, there will
be
more of a focus on financing the fleet through asset-backed debt. Net capital
expenditures were $138.0 million and $60.1 million for the first quarter of
fiscal 2007 and 2006, respectively.
Real
Estate has traditionally financed the acquisition of self-storage properties
to
support U-Haul's growth through debt financing and funds from operations and
sales. U-Haul's growth plan in self-storage is focused on eMove, which does
not
require significant capital, and in developing several existing locations for
use as storage centers. The Company is funding these development projects
through construction loans and internally generated funds.
Property
and Casualty Insurance
At
March
31, 2006, RepWest had no notes and loans due in less than one year and its
accounts payable and accrued expenses were $4.2 million. RepWest financial
assets (cash, receivables, short-term investments, other investments, fixed
maturities and related party assets) at March 31, 2005, were $429.6 million.
State insurance regulations restrict the amount of dividends that can be paid
to
stockholders of insurance companies. As a result, RepWest’s assets are generally
not available to satisfy the claims of AMERCO or its legal
subsidiaries.
Stockholder’s
equity was $137.6 million and $137.4 million at March 31, 2006 and December
31,
2005, respectively. RepWest does not use debt or equity issues to increase
capital and therefore has no exposure to capital market conditions.
41
Life
Insurance
As
of
July 1, 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 had no other notes and loans payable. Oxford’s accounts
payable and accrued expenses total approximately $4.6 million. Oxford manages
its financial assets to meet policyholder and other obligations including
investment contract withdrawals. Oxford’s net withdrawals for the first quarter
of fiscal 2007 were $16.6 million. Oxford’s financial assets (cash, receivables,
short-term investments, other investments, fixed maturities and related party
assets) at March 31, 2006 were approximately $683.5 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 $126.9 million and $127.3 million as of March 31, 2006,
and December 31, 2005, respectively. Increases from earnings were offset by
decreases in other comprehensive income.
SAC
Holding II
SAC
Holding II operations are funded by various mortgage loans and unsecured notes.
SAC Holding II does not utilize revolving lines of credit to finance its
operations or acquisitions. Certain of SAC Holding II loan agreements contain
restrictive covenants and restrictions on incurring additional subsidiary
indebtedness.
Cash
Provided from Operating Activities by Operating Segments
Moving
and Storage
Cash
provided from operating activities were $149.3 million and $62.7 million in
the
first quarter of fiscal 2007 and 2006, respectively. Fiscal 2007 includes the
receipt of $34.2 million in interest due from SAC Holdings. Fiscal 2006 included
outflows of $44.0 million related to the refinancing.
Property
and Casualty Insurance
Cash
flows used by operating activities were $1.5 million and $5.8 million for the
quarters ended March 31, 2006 and 2005, respectively.
RepWest’s
cash and cash equivalents and short-term investment portfolio were $89.3 million
and $106.2 million at March 31, 2006 and December 31, 2005, respectively. This
balance includes funds in transition from maturity proceeds to long term
investments. This level of liquid assets, combined with budgeted cash flow,
is
adequate to meet periodic needs. Capital and operating budgets allow RepWest
to
schedule cash needs in accordance with investment and underwriting
proceeds.
Life
Insurance
Cash
flows provided (used) by operating activities were $2.0 million and ($6.0)
million, for the first quarter of 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 March 31, 2006 and December 31, 2005, short-term investments
amounted to $15.8 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 at SAC Holding II was $0.4 million and $0.9
million for the first quarter of fiscal 2007 and 2006, respectively.
42
Liquidity
and Capital Resources-Summary
We
believe we have the financial resources needed to meet our business requirements
including capital expenditures for the investment in and expansion of our rental
fleet, rental equipment and storage space, working capital requirements and
our
preferred stock dividend program.
For
a
more detailed discussion of our long-term debt and borrowing capacity, please
see Note 3 “Borrowings” to the “Notes to the Condensed Consolidated Financial
Statements.”
Disclosures
about Contractual Obligations and Commercial
Commitments
Our
estimates as to future contractual obligations have not materially changed
as to
the disclosure included under the subheading “Contractual Obligations” in Part
II, Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” of our Annual Report on Form 10-K for fiscal year ending
March 31, 2006, except for the BTMU Rental Truck Amortizing Loan (see Note
3
“Borrowings” to the “Notes to the Condensed Consolidated Financial
Statements”).
Off
Balance Sheet Arrangements
The
Company uses off-balance sheet arrangements where the economics and sound
business principles warrant their use.
AMERCO
utilizes operating leases for certain equipment and facilities with terms
expiring substantially through 2010, 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 $195.7
million of residual values at June 30, 2006 for these assets at the end of
their
respective lease terms. AMERCO has been leasing rental equipment since 1987.
Thus far, we have experienced no residual value shortfalls.
AMERCO
has used off-balance sheet arrangements in connection with the expansion of
our
self-storage business. The Company currently manages the self-storage properties
of SAC Holdings (see Note 8 “Related Party Transactions” to the “Notes to the
Condensed Consolidated Financial Statements”).
The
Company currently manages the self-storage properties owned or leased by SAC
Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini pursuant to a standard
form of management agreement, under which the Company receives a management
fee
of between 4% and 10% of the gross receipts plus reimbursement for certain
expenses. The Company received management fees, exclusive of expenses, of $4.4
million, and $4.0 million from the above mentioned entities during the first
quarter 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.
At
June
30, 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. During the first quarter of fiscal 2007 and 2006, the
Company paid the above mentioned entities $10.1 million and $9.3 million,
respectively in commissions pursuant to such dealership contracts.
The
Company leases space for marketing company offices, vehicle repair shops and
hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy.
Total lease payments pursuant to such leases were $0.7 million and $0.7 million
in the first quarter 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.
43
During
the first quarter 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, wholly-owned by Mark V. Shoen, a
significant shareholder and executive officer of AMERCO. The Company does not
have an equity ownership interest in SAC Holdings, except for minority
investments made by RepWest and Oxford in a SAC Holdings-controlled limited
partnership which holds Canadian self-storage properties. The Company recorded
interest income of $5.3 million and $5.4 million, and received cash interest
payments of $34.2 million and $4.9 million, from SAC Holdings during the first
quarter of fiscal 2007 and 2006, respectively. The $34.2 million payment in
the
first quarter of fiscal 2007 reduced the outstanding interest receivable from
SAC Holdings to $21.5 million. The largest aggregate amount of notes receivable
outstanding during the first quarter of fiscal 2007 and the aggregate notes
receivable balance at June 30, 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 with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private
Mini, excluding dealer agreements, provided revenue of $9.3 million, expenses
of
$0.7 million and cash flows of $37.5 million during the first quarter of fiscal
2007. Revenues and commission expenses related to the Dealer Agreements were
$46.5 million and $10.1 million, respectively.
Fiscal
2007 Outlook
We
have
many developments which we believe should positively affect performance in
fiscal 2007. We believe the momentum in our Moving and Storage Operations will
continue.
In
fiscal
2007 we are working towards increasing transaction volume, product mix and
utilization for self-moving equipment rentals. Investing in our truck fleet
is a
key initiative to reach this goal. Over the past fifteen months we have placed
over 17,400 of our large and mid-size rental trucks in service, along with
approximately 4,700 new trailers. We continue to manufacture our mid-size rental
trucks and expect to produce approximately 12,000 additional vehicles and 2,500
additional trailers during the next nine months. This investment is expected
to
increase the number of rentable equipment days available to meet our customer
demands and to reduce future spending on repair costs and equipment downtime.
In
fiscal 2007 we are working towards increasing our storage occupancy at existing
sites, adding new 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.
At
RepWest, our plans to exit non U-Haul related lines of business are progressing
well. Additionally, RepWest will continue to provide loss adjusting and claims
handling for U-Haul and underwrite components of the Safemove, Safetow and
Safestor protection packages to U-Haul customers.
At
Oxford, the recent 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.
44
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 Securities and Exchange
Commission (the “SEC”) or otherwise. We believe such forward-looking statements
are within the meaning of the safe-harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and section 21E of the Securities Exchange
Act of 1934, as amended. Such statements may include, but are not limited to,
projections of revenues, earnings or loss; estimates of capital expenditures,
plans for future operations, products or services; financing needs and plans;
our perceptions of our legal positions and anticipated outcomes of government
investigations and pending litigation against us; liquidity; goals and
strategies; plans for new business; growth rate assumptions, pricing, costs,
and
access to capital and leasing markets as well as assumptions relating to the
foregoing. The words “believe,” “expect,” “anticipate,” “estimate,” “project”
and similar expressions identify forward-looking statements, which speak only
as
of the date the statement was made.
Forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Factors that could significantly affect
results include, without limitation, the 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, 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.
45
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 and cap
agreements to reduce our exposure to changes in interest rates.
Notional
Amount
|
|
|
Effective
Date
|
|
Expiration
Date
|
|
Fixed
Rate
|
|
Floating
Rate
|
|
$
|
100,000,000
|
(a)
|
6/8/2005
|
6/8/2008
|
3.97%
|
3
Month LIBOR
|
||||
100,000,000
|
(a)
|
6/8/2005
|
6/8/2010
|
4.09%
|
3
Month LIBOR
|
|||||
142,264,071
|
(a),
(c)
|
5/10/2006
|
4/10/2012
|
5.06%
|
1
Month LIBOR
|
|||||
144,871,327
|
(a),
(c)
|
10/10/2006
|
10/10/2012
|
5.57%
|
1
Month LIBOR
|
|||||
49,973,960
|
(a),
(c)
|
7/10/2006
|
7/10/2013
|
5.67%
|
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
June 30, 2006, the Company had approximately $516.3 million of variable rate
debt obligations. If LIBOR were to increase or decrease 100 basis points, the
increase or decrease in interest expense on the variable rate debt would
increase or decrease future earnings and cash flows by approximately $5.2
million annually (before consideration of the effect of the above derivative
contracts).
Additionally,
our insurance subsidiaries’ fixed income investment portfolio’s expose the
Company to interest rate risk. This interest rate risk is the price sensitivity
of a fixed income security to change in interest rates. As part of our insurance
companies’ asset and liability management, actuaries estimate the cash flow
patterns of our existing liabilities to determine their duration. These outcomes
are compared to the characteristics of the assets that are currently supporting
these liabilities assisting management in determining an asset allocation
strategy for future investments that management believes will mitigate the
overall effect of interest rates.
Foreign
Currency Exchange Rate Risk
The
exposure to market risk for changes in foreign currency exchange rates relates
primarily to our Canadian business. Approximately 2.5% and 2.6% of our revenue
in the first quarter of fiscal 2007 and 2006, respectively, is generated in
Canada. The result of a 10.0% change in the value of the U.S. dollar relative
to
the Canadian dollar would not be material. We typically do not hedge any foreign
currency risk since the exposure is not considered material.
46
Item
4. Controls
and Procedures
Attached
as exhibits to this Form 10-Q are certifications of the registrants’ Chief
Executive Officer (CEO), Chief Accounting Officer (CAO) and Chief Financial
Officer (CFO), which are required in accordance with Rule 13a-14 of the
Securities Exchange Act of 1934, as amended (the Exchange Act). This "Controls
and Procedures" section includes information concerning the controls and
controls evaluation referred to in the certifications 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 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 CFO, as appropriate to allow timely decisions regarding required
disclosure. Based upon the controls evaluation, our CEO, CAO and CFO have
concluded that as of the end of the period covered by this Form 10-Q, our
Disclosure Controls were effective.
Inherent
Limitations on the Effectiveness of Controls
The
Company's management, including the CEO, CAO and CFO, does not expect that
our
Disclosure Controls or our internal control over financial reporting will
prevent or detect all error and all fraud. A control system, no matter how
well
designed and operated, can provide only reasonable, not absolute, assurance
that
the control system's objectives will be met. The design of a control system
must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is
based in part on certain assumptions about the likelihood of future events,
and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any evaluation
of
controls effectiveness to future periods are subject to risks. Over time,
controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with policies or procedures.
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.
47
PART
II. OTHER INFORMATION
Information
regarding our legal proceedings can be found under Note 7 “Contingencies” to the
“Notes to the Condensed Consolidated Financial Statements”.
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 Management’s Discussion and
Analysis of Financial Condition and Results of Operations (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
June 30, 2006, Edward J. Shoen, Chairman of the Board of Directors and President
of AMERCO, James P. Shoen, a director of AMERCO, and Mark V. Shoen, an executive
officer of AMERCO, collectively are beneficial owners of 8,967,665 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
10,642,388 shares (approximately 50.0004%) 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
Not
applicable.
Not
applicable.
No
matter
was submitted to a vote of the security holders of AMERCO or U-Haul during
the
first quarter of the fiscal year covered by this report, through the
solicitation or proxies or otherwise.
48
Item
5. Other Information
Not
applicable.
The
following documents are filed as part of this report:
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
2.1
|
Joint
Plan of Reorganization of AMERCO and Amerco Real Estate
Company
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed October 20,
2003, file no. 1-11255
|
2.2
|
Disclosure
Statement Concerning the Debtors’ Joint Plan of
Reorganization
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed October 20,
2003, file no. 1-11255
|
2.3
|
Amended
Joint Plan of Reorganization of AMERCO and Amerco Real Estate
Company
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2003, file No. 1-11255
|
2.4
|
Disclosure
Statement Concerning the Debtor’s First Amended Joint Plan of
Reorganization
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2003, file No. 1-11255
|
3.1
|
Restated
Articles of Incorporation of AMERCO
|
Incorporated
by reference to AMERCO’s Registration Statement on form S-4 filed March
30, 2004, file number 1-11255
|
3.2
|
Restated
By-Laws of AMERCO
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, file No. 1-11255
|
3.3
|
Restated
Articles of Incorporation of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2003, file no. 1-11255
|
3.4
|
Bylaws
of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2003, file no. 1-11255
|
10.1
|
Stockholder
Agreement dated June 30, 2006 between Edward J. Shoen, James P. Shoen,
Mark V. Shoen, Rosemarie T. Donovan, as Trustee, and Southwest Fiduciary,
Inc., as Trustee
|
Incorporated
by reference to Exhibit 99.2 filed with the Schedule 13-D filed on
July
13, 2006, file number 5-39669
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and
Chairman
of the Board of AMERCO and U-Haul International, Inc.
|
Filed
herewith
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Chief Accounting
Officer
of AMERCO
|
Filed
herewith
|
31.3
|
Rule
13a-14(a)/15d-14(a) Certificate of Robert T. Peterson, Chief Financial
Officer of U-Haul International, Inc.
|
Filed
herewith
|
32.1
|
Certificate
of Edward J. Shoen, President and Chairman of the Board of AMERCO
and
U-Haul International, Inc. pursuant to Section 906 of the 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
|
49
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:
August 8, 2006
/s/
Edward J. Shoen
Edward
J.
Shoen
President
and Chairman of the Board
(Duly
Authorized Officer)
Date:
August 8, 2006
/s/
Jason A. Berg
Jason
A.
Berg
Chief
Accounting Officer
(Principal
Accounting Officer)
U-HAUL
INTERNATIONAL, INC.
Date:
August 8, 2006
/s/
Edward J. Shoen
Edward
J.
Shoen
President
and Chairman of the Board
(Duly
Authorized Officer)
Date:
August 8, 2006
/s/
Robert T. Peterson
Robert
T.
Peterson
Chief
Financial Officer
(Principal
Financial Officer)
50