U-Haul Holding Co /NV/ - Quarter Report: 2007 December (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
|
R
|
QUARTERLY
REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
For
the quarterly period ended December 31, 2007
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
|
||
Indicate
by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. Yes R No
£
Indicate
by check mark whether the registrant is a large accelerated filer, accelerated
filer, or a non-accelerated filer. See definition of an “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer £
Accelerated filer R
Non-accelerated filer £
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.)
Yes
£
No R
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange
Act
of 1934 subsequent to the distribution of securities under a plan confirmed
by a
court. Yes R No
£
20,059,314
shares of AMERCO Common Stock, $0.25 par value, were outstanding at February
1,
2008.
TABLE
OF CONTENTS
Page
No.
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PART
I FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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1
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2
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3
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4
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5
-
32
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Item
2.
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33
– 50
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Item
3.
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50
– 51
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Item
4.
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51
– 52
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PART
II OTHER INFORMATION
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||
Item
1.
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52
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Item
1A.
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52
- 53
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Item
2.
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53
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Item
3.
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53
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Item
4.
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53
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Item
5.
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53
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Item
6.
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54
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PART
I. FINANCIAL INFORMATION
CONDENSED
CONSOLIDATED
BALANCE SHEETS
December
31,
|
March
31,
|
|||||||
2007
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 203,723 | $ | 75,272 | ||||
Reinsurance
recoverables and trade receivables, net
|
179,848 | 184,617 | ||||||
Notes
and mortgage receivables, net
|
1,988 | 1,669 | ||||||
Inventories,
net
|
62,150 | 67,023 | ||||||
Prepaid
expenses
|
39,613 | 52,080 | ||||||
Investments,
fixed maturities and marketable equities
|
655,189 | 681,801 | ||||||
Investments,
other
|
166,063 | 178,699 | ||||||
Deferred
policy acquisition costs, net
|
38,447 | 44,514 | ||||||
Other
assets
|
161,294 | 95,123 | ||||||
Related
party assets
|
299,232 | 245,179 | ||||||
1,807,547 | 1,625,977 | |||||||
Property,
plant and equipment, at cost:
|
||||||||
Land
|
206,994 | 202,917 | ||||||
Buildings
and improvements
|
849,515 | 802,289 | ||||||
Furniture
and equipment
|
317,727 | 301,751 | ||||||
Rental
trailers and other rental equipment
|
206,644 | 200,208 | ||||||
Rental
trucks
|
1,716,853 | 1,604,123 | ||||||
SAC
Holding II - property, plant and equipment
|
- | 80,349 | ||||||
3,297,733 | 3,191,637 | |||||||
Less:
Accumulated depreciation
|
(1,315,937 | ) | (1,294,566 | ) | ||||
Total
property, plant and equipment
|
1,981,796 | 1,897,071 | ||||||
Total
assets
|
$ | 3,789,343 | $ | 3,523,048 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 269,293 | $ | 251,197 | ||||
AMERCO's
notes and loans payable
|
1,427,257 | 1,181,165 | ||||||
SAC
Holding II notes and loans payable, non-recourse to AMERCO
|
- | 74,887 | ||||||
Policy
benefits and losses, claims and loss expenses payable
|
764,519 | 768,751 | ||||||
Liabilities
from investment contracts
|
350,698 | 386,640 | ||||||
Other
policyholders' funds and liabilities
|
10,475 | 10,563 | ||||||
Deferred
income
|
9,547 | 16,478 | ||||||
Deferred
income taxes
|
144,699 | 113,170 | ||||||
Related
party liabilities
|
- | 2,099 | ||||||
Total
liabilities
|
2,976,488 | 2,804,950 | ||||||
Commitments
and contingencies (Notes 3, 6 and 7)
|
||||||||
Stockholders'
equity:
|
||||||||
Series
preferred stock, with or without par value, 50,000,000 shares
authorized:
|
||||||||
Series
A preferred stock, with no par value, 6,100,000 shares
authorized;
|
||||||||
6,100,000
shares issued and outstanding as of December 31 and March 31,
2007
|
- | - | ||||||
Series
B preferred stock, with no par value, 100,000 shares authorized;
none
|
||||||||
issued
and outstanding as of December 31 and March 31, 2007
|
- | - | ||||||
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;
|
||||||||
none
issued and outstanding as of December 31 and March 31,
2007
|
- | - | ||||||
Common
stock of $0.25 par value, 150,000,000 shares authorized;
41,985,700
|
||||||||
issued
as of December 31 and March 31, 2007
|
10,497 | 10,497 | ||||||
Additional
paid-in capital
|
418,848 | 375,412 | ||||||
Accumulated
other comprehensive loss
|
(40,817 | ) | (41,779 | ) | ||||
Retained
earnings
|
932,703 | 849,300 | ||||||
Cost
of common shares in treasury, net (21,926,386 shares as of
|
||||||||
December
31, 2007 and 21,440,387 as of March 31, 2007)
|
(501,165 | ) | (467,198 | ) | ||||
Unearned
employee stock ownership plan shares
|
(7,211 | ) | (8,134 | ) | ||||
Total
stockholders' equity
|
812,855 | 718,098 | ||||||
Total
liabilities and stockholders' equity
|
$ | 3,789,343 | $ | 3,523,048 |
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
1
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
Quarter
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except share and per share amounts)
|
||||||||
Revenues:
|
||||||||
Self-moving
equipment rentals
|
$ | 329,905 | $ | 328,149 | ||||
Self-storage
revenues
|
29,630 | 31,765 | ||||||
Self-moving
and self-storage products and service sales
|
43,211 | 46,351 | ||||||
Property
management fees
|
6,925 | 5,914 | ||||||
Life
insurance premiums
|
27,757 | 29,454 | ||||||
Property
and casualty insurance premiums
|
7,738 | 6,555 | ||||||
Net
investment and interest income
|
16,044 | 12,799 | ||||||
Other
revenue
|
7,458 | 5,631 | ||||||
Total
revenues
|
468,668 | 466,618 | ||||||
Costs
and expenses:
|
||||||||
Operating
expenses
|
269,099 | 271,891 | ||||||
Commission
expenses
|
41,531 | 39,316 | ||||||
Cost
of sales
|
26,677 | 24,970 | ||||||
Benefits
and losses
|
25,290 | 31,461 | ||||||
Amortization
of deferred policy acquisition costs
|
2,687 | 4,220 | ||||||
Lease
expense
|
34,010 | 36,481 | ||||||
Depreciation,
net of (gains) losses on disposals
|
61,015 | 50,017 | ||||||
Total
costs and expenses
|
460,309 | 458,356 | ||||||
Earnings
from operations
|
8,359 | 8,262 | ||||||
Interest
expense
|
(25,227 | ) | (22,131 | ) | ||||
Pretax
loss
|
(16,868 | ) | (13,869 | ) | ||||
Income
tax benefit
|
6,474 | 4,389 | ||||||
Net
loss
|
(10,394 | ) | (9,480 | ) | ||||
Less:
Preferred stock dividends
|
(3,241 | ) | (3,241 | ) | ||||
Loss
available to common shareholders
|
$ | (13,635 | ) | $ | (12,721 | ) | ||
Basic
and diluted loss per common share
|
$ | (0.69 | ) | $ | (0.61 | ) | ||
Weighted
average common shares outstanding: Basic and diluted
|
19,746,237 | 20,922,433 |
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
2
AMERCO
AND CONSOLIDATED ENTITIES
Nine
Months Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except share and per share amounts)
|
||||||||
Revenues:
|
||||||||
Self-moving
equipment rentals
|
$ | 1,165,783 | $ | 1,181,103 | ||||
Self-storage
revenues
|
94,754 | 94,612 | ||||||
Self-moving
and self-storage products and service sales
|
174,420 | 175,718 | ||||||
Property
management fees
|
14,865 | 13,747 | ||||||
Life
insurance premiums
|
84,881 | 91,493 | ||||||
Property
and casualty insurance premiums
|
20,986 | 18,407 | ||||||
Net
investment and interest income
|
46,832 | 41,900 | ||||||
Other
revenue
|
24,862 | 22,563 | ||||||
Total
revenues
|
1,627,383 | 1,639,543 | ||||||
Costs
and expenses:
|
||||||||
Operating
expenses
|
827,420 | 814,078 | ||||||
Commission
expenses
|
142,891 | 142,457 | ||||||
Cost
of sales
|
95,268 | 88,734 | ||||||
Benefits
and losses
|
80,159 | 90,909 | ||||||
Amortization
of deferred policy acquisition costs
|
9,870 | 14,671 | ||||||
Lease
expense
|
101,205 | 111,238 | ||||||
Depreciation,
net of (gains) losses on disposals
|
161,026 | 132,775 | ||||||
Total
costs and expenses
|
1,417,839 | 1,394,862 | ||||||
Earnings
from operations
|
209,544 | 244,681 | ||||||
Interest
expense
|
(76,493 | ) | (61,656 | ) | ||||
Amortization
of fees on early extinguishment of debt
|
- | (6,969 | ) | |||||
Pretax
earnings
|
133,051 | 176,056 | ||||||
Income
tax expense
|
(51,219 | ) | (69,624 | ) | ||||
Net
earnings
|
81,832 | 106,432 | ||||||
Less:
Preferred stock dividends
|
(9,723 | ) | (9,723 | ) | ||||
Earnings
available to common shareholders
|
$ | 72,109 | $ | 96,709 | ||||
Basic
and diluted earnings per common share
|
$ | 3.64 | $ | 4.62 | ||||
Weighted
average common shares outstanding: Basic and diluted
|
19,820,107 | 20,910,089 |
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
3
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine
Months Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Cash
flow from operating activities:
|
||||||||
Net
earnings
|
$ | 81,832 | $ | 106,432 | ||||
Adjustments
to reconcile net earnings to cash provided by operations:
|
||||||||
Depreciation
|
170,184 | 133,571 | ||||||
Amortization
of deferred policy acquisition costs
|
9,870 | 14,671 | ||||||
Change
in provision for loss on trade receivables
|
75 | 202 | ||||||
Change
in provision for gain on mortgage notes
|
(29 | ) | (30 | ) | ||||
Change
in provision for inventory reserves
|
2,371 | - | ||||||
Net
gain on sale of real and personal property
|
(9,158 | ) | (796 | ) | ||||
Net
loss on sale of investments
|
375 | 1,615 | ||||||
Write-off
of unamortized debt issuance costs
|
- | 6,969 | ||||||
Deferred
income taxes
|
9,760 | 15,451 | ||||||
Net
change in other operating assets and liabilities:
|
||||||||
Reinsurance
recoverables and trade receivables
|
4,816 | 18,841 | ||||||
Inventories
|
1,586 | (3,082 | ) | |||||
Prepaid
expenses
|
12,196 | 4,325 | ||||||
Capitalization
of deferred policy acquisition costs
|
(3,894 | ) | (4,192 | ) | ||||
Other
assets
|
1,040 | 2,487 | ||||||
Related
party assets
|
35,003 | 40,279 | ||||||
Accounts
payable and accrued expenses
|
5,366 | 15,145 | ||||||
Policy
benefits and losses, claims and loss expenses payable
|
(3,038 | ) | (16,758 | ) | ||||
Other
policyholders' funds and liabilities
|
(88 | ) | 1,622 | |||||
Deferred
income
|
(6,246 | ) | (2,359 | ) | ||||
Related
party liabilities
|
(9,131 | ) | (23,634 | ) | ||||
Net
cash provided by operating activities
|
302,890 | 310,759 | ||||||
Cash
flows from investing activities:
|
||||||||
Purchases
of:
|
||||||||
Property,
plant and equipment
|
(440,328 | ) | (455,598 | ) | ||||
Short
term investments
|
(171,918 | ) | (171,177 | ) | ||||
Fixed
maturities investments
|
(56,505 | ) | (74,194 | ) | ||||
Equity
securities
|
(27 | ) | - | |||||
Real
estate
|
(3,404 | ) | - | |||||
Mortgage
loans
|
(12,522 | ) | (9,550 | ) | ||||
Proceeds
from sale of:
|
||||||||
Property,
plant and equipment
|
134,099 | 71,668 | ||||||
Short
term investments
|
192,974 | 199,080 | ||||||
Fixed
maturities investments
|
77,773 | 71,181 | ||||||
Cash
received in excess of purchase for company acquired
|
- | 1,235 | ||||||
Equity
securities
|
46 | - | ||||||
Preferred
stock
|
5,625 | 225 | ||||||
Real
estate
|
784 | 9,542 | ||||||
Mortgage
loans
|
6,394 | 4,835 | ||||||
Payments
from notes and mortgage receivables
|
89 | 752 | ||||||
Net
cash used by investing activities
|
(266,920 | ) | (352,001 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Borrowings
from credit facilities
|
487,626 | 321,189 | ||||||
Principal
repayments on credit facilities
|
(244,108 | ) | (64,383 | ) | ||||
Debt
issuance costs
|
(11,876 | ) | (2,323 | ) | ||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
923 | 895 | ||||||
Treasury
stock repurchases
|
(33,966 | ) | - | |||||
Securitization
deposits
|
(60,764 | ) | - | |||||
Preferred
stock dividends paid
|
(9,723 | ) | (9,723 | ) | ||||
Investment
contract deposits
|
13,864 | 12,634 | ||||||
Investment
contract withdrawals
|
(49,806 | ) | (59,353 | ) | ||||
Net
cash provided by financing activities
|
92,170 | 198,936 | ||||||
Effects
of exchange rate on cash
|
311 | (22 | ) | |||||
Increase
in cash equivalents
|
128,451 | 157,672 | ||||||
Cash
and cash equivalents at the beginning of period
|
75,272 | 155,459 | ||||||
Cash
and cash equivalents at the end of period
|
$ | 203,723 | $ | 313,131 |
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
4
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.
Basis of Presentation
The
third fiscal quarter for AMERCO ends on the 31st
of
December for each year that is referenced. Our insurance company subsidiaries
have a third quarter that ends on the 30th
of
September for each year that is referenced. They have been consolidated on
that
basis. Our insurance companies’ financial reporting processes conform to
calendar year reporting as required by state insurance departments. Management
believes that consolidating their calendar year into our fiscal year financial
statements does not materially affect the financial position or results of
operations. The Company discloses any material events occurring during the
intervening period. Consequently, all references to our insurance subsidiaries’
years 2007 and 2006 correspond to the Company’s fiscal years 2008 and
2007.
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
condensed consolidated balance sheet as of December 31, 2007 includes the
accounts of AMERCO and its wholly-owned subsidiaries. The condensed consolidated
balance sheet as of March 31, 2007 includes the accounts of AMERCO and its
wholly-owned subsidiaries and SAC Holding II and its subsidiaries (“SAC Holding
II”). The related condensed consolidated statements of operations for the third
quarter and the first nine months and the cash flows for the first nine months
ended fiscal 2008 include the accounts of AMERCO and its wholly-owned
subsidiaries and for SAC Holding II only through October 2007. The related
condensed consolidated statements of operations for the third quarter and the
first nine months and the cash flows for the first nine months ended fiscal
2007
include the accounts of AMERCO and its wholly-owned subsidiaries and for SAC
Holding II. See the Description of Operating Segments following for additional
information on SAC Holding II.
The
condensed consolidated balance sheet as of December 31, 2007 and the related
condensed consolidated statements of operations for the third quarter and the
first nine months and the cash flows for the first nine months ended fiscal
2008
and 2007 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 2007 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
Oxford
Life Insurance Company (“Oxford”).
Unless
the context otherwise requires, the term “Company,” “we,” “us” or “our” refers
to AMERCO and 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, 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 subsidiaries.
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 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 was considered
the
primary beneficiary of these contractual interests prior to November 2007.
Consequently, for those reporting periods prior to November 2007 we included
the
results of SAC Holding II in the consolidated financial statements of AMERCO,
as
required by FIN 46(R).
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. In November 2007, Blackwater
contributed additional capital to its wholly-owned subsidiary, SAC Holding
II.
This contribution was determined by us to be material with respect to the
capitalization of SAC Holding II; therefore, triggering a requirement under
FIN
46(R) for us to reassess the Company’s involvement with those subsidiaries. This
required reassessment led to the conclusion that the Company was no longer
the
primary beneficiary of SAC Holding II as of the date of Blackwater’s
contribution. Accordingly, the Company deconsolidated this entity. The
deconsolidation, effective October 31, 2007 was accounted for as a distribution
of the Company’s interests to Blackwater, the sole shareholder of SAC Holding
II. Because of the Company’s continuing involvement with SAC Holding II, the
distributions do not qualify as discontinued operations as defined by SFAS
144.
2.
Earnings (loss) per Share
Net
earnings (loss) for purposes of computing earnings (loss) per common share
are
net earnings (loss) less preferred stock dividends. Preferred stock dividends
include accrued dividends of AMERCO.
The
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
306,846 and 356,774 as of December 31, 2007 and December 31, 2006,
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:
December
31,
|
March
31,
|
|||||||||||||||
2008
Rate (a)
|
Maturities
|
2007
|
2007
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||
Real
estate loan (amortizing term)
|
6.93 | % |
2018
|
$ | 287,500 | $ | 295,000 | |||||||||
Real
estate loan (revolving credit)
|
- |
2018
|
- | - | ||||||||||||
Senior
mortgages
|
5.19% - 5.75 | % |
2015
|
517,338 | 521,332 | |||||||||||
Construction
loan (revolving credit)
|
6.75 | % |
2009
|
21,700 | - | |||||||||||
Working
capital loan (revolving credit)
|
- |
2008
|
- | - | ||||||||||||
Fleet
loans (amortizing term)
|
6.11% - 7.42 | % | 2012-2014 | 307,192 | 364,833 | |||||||||||
Fleet
loans (securitization)
|
5.40% - 5.56 | % | 2010-2014 | 293,527 | - | |||||||||||
Fleet
loan (revolving credit)
|
- |
2011
|
- | - | ||||||||||||
Total
AMERCO notes and loans payable
|
$ | 1,427,257 | $ | 1,181,165 | ||||||||||||
(a)
Interest rate as of December 31, 2007, including the effect of applicable
hedging instruments
|
Real
Estate Backed Loans
Real
Estate Loan
Amerco
Real Estate Company and certain of its subsidiaries and U-Haul Company of
Florida are borrowers under a Real Estate Loan. The lender is Merrill Lynch
Commercial Finance Corp. and has a final maturity date of August 2018. The
loan
is comprised of a term loan facility with initial availability of $300.0 million
and a revolving credit facility with an availability of $200.0 million. As
of
December 31, 2007 the outstanding balance on the Real Estate Loan was $287.5
million, with no portion of the revolver drawn down. U-Haul International,
Inc.
is a guarantor of this loan.
The
amortizing term portion of the Real Estate Loan requires monthly principal
and
interest payments, with the unpaid loan balance and accrued and unpaid interest
due at maturity. The revolving credit portion of the Real Estate Loan
requires monthly interest payments when drawn, with the unpaid loan balance
and
any accrued and unpaid interest due at maturity. The Real Estate Loan
is secured by various properties owned by the borrowers.
The
interest rate, per the provisions of the amended Loan Agreement, is the
applicable London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At
December 31, 2007 the applicable LIBOR was 5.24% and the applicable margin
was
1.50%, the sum of which was 6.74%. The applicable margin ranges from 1.50%
to
2.00%. The rate on the term facility portion of the loan is hedged with an
interest rate swap fixing the rate at 6.93% based on current
margin.
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.
7
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Senior
Mortgages
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under certain senior mortgages. The lenders for these senior mortgages
are Merrill Lynch Mortgage Lending, Inc. and Morgan Stanley Mortgage Capital,
Inc. These senior mortgages loan balances as of December 31, 2007 were in the
aggregate amount of $458.2 million and are due July 2015. The Senior Mortgages
require average monthly principal and interest payments of $3.0 million with
the
unpaid loan balance and accrued and unpaid interest due at maturity. These
senior mortgages are secured by certain properties owned by the borrowers.
The
interest rates, per the provisions of these 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. Amerco Real Estate Company and
U-Haul International, Inc. have provided limited guarantees of these senior
mortgages. The default provisions of these 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.
Various
subsidiaries of the Company are borrowers under the mortgage backed loans that
we also classify as senior mortgages. These loans are secured by certain
properties owned by the borrowers. The loan balance of these notes totals $59.1
million as of December 31, 2007. Maturity dates begin in 2009 with the majority
maturing in 2015. Rates for these loans range from 5.19% to 5.75%. The loans
require monthly principal and interest payments with the balances due upon
maturity. The default provisions of the loans include non-payment of principal
or interest and other standard reporting and change-in-control covenants. There
are limited restrictions regarding our use of the funds.
Construction
/ Working Capital Loans
Amerco
Real Estate Company and a subsidiary of U-Haul International, Inc. entered
into
a revolving credit construction loan with MidFirst Bank effective June 29,
2006.
The maximum amount that can be drawn at any one time is $40.0
million. The final maturity is June 2009. As of December 31, 2007 the
outstanding balance was $21.7 million.
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 is 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%. At December 31, 2007 the applicable
LIBOR was 5.25% and the margin was 1.50%, the sum of which was 6.75%. 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.
Amerco
Real Estate Company is a borrower under an asset backed working capital loan.
The lender is JP Morgan Chase Bank and the facility was originally in the amount
of $20.0 million. The loan is secured by certain properties owned by the
borrower. On September 5, 2007, the loan was amended to increase the
availability to $35.0 million. The interest rate, per the provision of the
Loan
Agreement, is the applicable LIBOR plus a margin of 1.50%. The loan agreement
provides for revolving loans, subject to the terms of the loan agreement with
final maturity in November 2008, subject to a one year extension. The loan
requires monthly interest payments with the unpaid loan balance and accrued
and
unpaid interest due at maturity. U-Haul International, Inc. and AMERCO are
the
guarantors 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. At December 31, 2007 the facility was fully available.
Fleet
Loans
Rental
Truck Amortizing Loans
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lender is Merrill Lynch Commercial Finance Corp.
The
Company’s outstanding balance at December 31, 2007 was $101.0 million and the
final maturity is April 2012.
8
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The
Merrill Lynch Rental Truck Amortizing Loan requires monthly principal and
interest payments, with the unpaid loan balance and accrued and unpaid interest
due at maturity. The Merrill Lynch Rental Truck Amortizing Loan was used to
purchase new trucks. The interest rate, per the provision of the Loan Agreement,
is the applicable LIBOR plus a margin between 1.50% and 1.75%. At December
31,
2007 the applicable LIBOR was 5.24% and the applicable margin was 1.75%, the
sum
of which was 6.99%. The interest rate is hedged with an interest rate swap
fixing the rate at 6.81% based on the current margin. The default provisions
of
the loan include non-payment of principal or interest and other standard
reporting and change-in-control covenants.
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lender is BTMU Capital Corporation (“BTMU”). The
Company’s outstanding balance at December 31, 2007 was $113.4 million, and the
final maturity is October 2012.
The
BTMU
Rental Truck Amortizing Loan requires monthly principal and interest payments,
with the unpaid loan balance and accrued and unpaid interest due at maturity.
The BTMU Rental Truck Amortizing Loan was used to purchase new trucks. The
interest rate, per the provision of the Loan Agreement, is the applicable LIBOR
plus a margin between 1.25% and 1.75%. At December 31, 2007 the applicable
LIBOR
was 5.24% and the applicable margin was 1.75%, the sum of which was 6.99%.
The
interest rate is hedged with an interest rate swap fixing the rate at 7.32%
based on the current margin. AMERCO and U-Haul International, Inc. are
guarantors of the loan. The default provisions of the loan include non-payment
of principal or interest and other standard reporting and change-in-control
covenants.
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lender is Bayerische Hypo-und Vereinsbank AG (“HVB”).
The Company’s outstanding balance at December 31, 2007 was $33.7 million and its
final maturity is July 2013.
The
HVB
Rental Truck Amortizing Loan requires monthly principal and interest payments,
with the unpaid loan balance and accrued and unpaid interest due at maturity.
The HVB Rental Truck Amortizing Loan was used to purchase new trucks. The
interest rate, per the provision of the Loan Agreement, is the applicable LIBOR
plus a margin between 1.25% and 1.75%. At December 31, 2007 the applicable
LIBOR
was 5.24% and the applicable margin was 1.75%, the sum of which was 6.99%.
The
interest rate is hedged with an interest rate swap fixing the rate at 7.42%
based on the current margin. 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.
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lender is U.S. Bancorp Equipment Finance, Inc. (“U.S.
Bank”). The Company’s outstanding balance at December 31, 2007 was $25.0 million
and its final maturity is February 2014.
The
U.S.
Bank Rental Truck Amortizing Loan requires monthly principal and interest
payments, with the unpaid loan balance and accrued and unpaid interest due
at
maturity. The U.S. Bank Rental Truck Amortizing Loan was used to purchase new
trucks. The interest rate, per the provision of the Loan Agreement, is the
applicable LIBOR plus a margin between 0.900% and 1.125%. At December 31, 2007
the applicable LIBOR was 5.24% and the applicable margin was 1.125%, the sum
of
which was 6.37%. The interest rate is hedged with an interest rate swap fixing
the rate at 6.37% based on the current margin. AMERCO and U-Haul International,
Inc. are guarantors 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.
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lenders are HSBC Bank US, NA and KBC Bank, NV
(“HSBC/KBC”). The Company’s outstanding balance at December 31, 2007 was $34.0
million and its final maturity is March 2014.
The
HSBC/KBC Rental Truck Amortizing Loan requires monthly principal and interest
payments, with the unpaid loan balance and accrued and unpaid interest due
at
maturity. The HSBC/KBC Rental Truck Amortizing Loan was used to purchase new
trucks. The interest rate, per the provision of the Loan Agreement, is the
applicable LIBOR plus a margin between 0.900% and 1.125%. At December 31, 2007
the applicable LIBOR was 5.24% and the applicable margin was 1.125%, the sum
of
which was 6.37%. The interest rate is hedged with an interest rate swap fixing
the rate at 6.11% based on the current margin. AMERCO is the 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.
9
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Rental
Truck Securitizations
U-Haul
S
Fleet and its subsidiaries (collectively, “USF”) issued a $217.0 million
asset-backed note (“Box-Truck Note”) and a $86.6 million asset-backed note
(“Cargo Van/Pickup Note”) on June 1, 2007. USF is a bankruptcy-remote special
purpose entity wholly-owned by U-Haul International, Inc. The net proceeds
from
these securitized transactions will be used to finance new box truck, cargo
van
and pickup truck purchases throughout fiscal 2008. U.S. Bank, NA acts as the
trustee for this securitization.
The
Box
Truck Note has a fixed interest rate of 5.56% with an estimated final maturity
of February 2014. At December 31, 2007 the outstanding balance was $206.9
million. $35.3 million remains in a prefunding account, available to acquire
new
box trucks through the end of fiscal 2008. The note is secured by the box trucks
being purchased and operating cash flows associated with their operation. The
unused portion of this facility has been recorded as “Other assets” on our
balance sheet.
The
Cargo
Van/Pickup Note has a fixed interest rate of 5.40% with an estimated final
maturity of May 2010. At December 31, 2007 the outstanding balance was $86.6
million. $7.7 million is available in a purchase account, available to acquire
new cargo vans and pickup trucks. The note is secured by the cargo vans and
pickup trucks being purchased and the operating cash flows associated with
their
operation. The unused portion of this facility has been recorded as “Other
assets” on our balance sheet.
The
Box
Truck Note and Cargo Van/Pickup Note have the benefit of financial guaranty
insurance policies through Ambac Assurance Corporation. These policies guarantee
the timely payment of interest on and the ultimate payment of the principal
of
the notes.
The
Box
Truck Note and the Cargo Van/Pickup Note are subject to certain covenants with
respect to liens, additional indebtedness of the special purpose entities,
the
disposition of assets and other customary covenants of bankruptcy-remote special
purpose entities. The default provisions of the notes 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 $100.0 million with a final maturity
of
2011. As of December 31, 2007, the facility was fully available.
The
revolving credit agreement requires monthly interest payments, with the unpaid
loan balance and accrued and unpaid interest due at maturity. The revolving
credit agreement is secured by various older rental trucks. The interest rate,
per the provision of the Loan Agreement, is the applicable LIBOR plus a margin.
U-Haul International, Inc. is the 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.
Annual
Maturities of AMERCO Consolidated Notes and Loans Payable
The
annual maturities of AMERCO consolidated long-term debt as of December 31,
2007
for the next five years and thereafter is as follows:
Year
Ending December 31,
|
||||||||||||||||||||||||
2008
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
|||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
Notes
payable, secured
|
$ | 112,948 | $ | 117,230 | $ | 155,710 | $ | 81,823 | $ | 133,027 | $ | 826,519 |
10
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
4.
Interest on Borrowings
Interest
Expense
Expenses
associated with loans outstanding were as follows:
Quarter
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Interest
expense
|
$ | 23,531 | $ | 20,531 | ||||
Capitalized
interest
|
(227 | ) | (150 | ) | ||||
Amortization
of transaction costs
|
1,451 | 787 | ||||||
Interest
income resulting from derivatives
|
(14 | ) | (552 | ) | ||||
Total
AMERCO interest expense
|
24,741 | 20,616 | ||||||
SAC
Holding II interest expense
|
1,070 | 3,265 | ||||||
Less:
Intercompany transactions
|
584 | 1,750 | ||||||
Total
SAC Holding II interest expense
|
486 | 1,515 | ||||||
Total
|
$ | 25,227 | $ | 22,131 |
Nine
Months Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Interest
expense
|
$ | 71,027 | $ | 56,419 | ||||
Capitalized
interest
|
(832 | ) | (321 | ) | ||||
Amortization
of transaction costs
|
3,846 | 3,161 | ||||||
Interest
income resulting from derivatives
|
(1,035 | ) | (2,153 | ) | ||||
Amortization
of transaction costs related to early extinguishment of
debt
|
- | 6,969 | ||||||
Total
AMERCO interest expense
|
73,006 | 64,075 | ||||||
SAC
Holding II interest expense
|
7,537 | 9,865 | ||||||
Less:
Intercompany transactions
|
4,050 | 5,315 | ||||||
Total
SAC Holding II interest expense
|
3,487 | 4,550 | ||||||
Total
|
$ | 76,493 | $ | 68,625 |
Interest
paid in cash by AMERCO amounted to $22.6 million and $20.9 million for the
third
quarters of fiscal 2008 and 2007, respectively.
Interest
paid in cash by AMERCO (excluding any fees from the early extinguishment of
debt) amounted to $68.6 million and $54.1 million for the first nine months
of
fiscal 2008 and 2007, respectively.
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. As of December 31,
2007, the Company had approximately $616.4 million of variable rate debt
obligations of which all but $21.7 million had interest rate swap agreements
associated with them for the purpose of mitigating interest rate
risk.
11
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
On
June
8, 2005, the Company entered into separate interest rate swap contracts for
$100.0 million of our variable rate debt over a three year term and for $100.0
million of our variable rate debt over a five year term, which were designated
as cash flow hedges effective July 1, 2005. These swap contracts were cancelled
on August 16, 2006 in conjunction with our amendment of the Real Estate Loan
and
we entered into new interest rate swap contracts for $300.0 million of our
variable rate debt over a twelve year term effective on August 18, 2006. On
May 13, 2004, the Company entered into separate interest rate cap contracts
for $200.0 million of our variable rate debt over a two year term and
for $50.0 million of our variable rate debt over a three year term; however
effective July 11, 2005 when the Real Estate Loan was paid down by $222.4
million the cash flow hedge designations for these contracts were removed.
The
$200.0 million interest rate cap contract expired on May 17, 2006 and the $50.0
million interest rate cap contract expired on May 17, 2007. On November 15,
2005, the Company entered into a forward starting interest rate swap contract
for $142.3 million of a variable rate debt over a six year term that started
on
May 10, 2006. On June 21, 2006, the Company entered into a forward starting
interest rate swap contract for $50.0 million of our variable rate debt over
a
seven year term that started on July 10, 2006. On June 9, 2006, the Company
entered into a forward starting interest rate swap contract for $144.9 million
of a variable rate debt over a six year term that started on October 10, 2006.
On February 9, 2007, the Company entered into an interest rate swap contract
for
$30.0 million of our variable rate debt over a seven year term that started
on
February 12, 2007. On March 8, 2007, the Company entered into two separate
interest rate swap contracts each for $20.0 million of our variable rate debt
over a seven year term that started on March 10, 2007. These interest rate
swap
agreements were designated cash flow hedges on their effective
dates.
For
the
periods presented all changes in the interest rate caps fair value (including
changes in the option’s time value), are recorded to earnings.
The
hedging relationship of the interest rate swap agreements is not considered
to
be perfectly effective. Therefore, for each reporting period an
effectiveness test is performed. For the portion of the change in the interest
rate swaps fair value deemed effective, this is charged to accumulated other
comprehensive income. The remaining ineffective portion is charged to interest
expense for the period. For the nine months ended December 31, 2007 and December
31, 2006, the Company recorded interest income related to these swap agreements
of $1.0 million and $2.2 million, respectively, all of which represented the
ineffective component of the swaps that impacted earnings during the
period.
12
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Interest
Rates
Interest
rates and Company borrowings were as follows:
Revolving
Credit Activity
|
||||||||
Quarter
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except interest rates)
|
||||||||
Weighted
average interest rate during the quarter
|
6.47 | % | 7.08 | % | ||||
Interest
rate at the end of the quarter
|
6.75 | % | 7.10 | % | ||||
Maximum
amount outstanding during the quarter
|
$ | 41,700 | $ | 90,000 | ||||
Average
amount outstanding during the quarter
|
$ | 35,830 | $ | 90,000 | ||||
Facility
fees
|
$ | 192 | $ | 57 |
Revolving
Credit Activity
|
||||||||
Nine
Months Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except interest rates)
|
||||||||
Weighted
average interest rate during the first nine months
|
6.58 | % | 6.97 | % | ||||
Interest
rate at the end of the first nine months
|
6.75 | % | 7.10 | % | ||||
Maximum
amount outstanding during the first nine months
|
$ | 138,700 | $ | 90,000 | ||||
Average
amount outstanding during the first nine months
|
$ | 78,576 | $ | 90,000 | ||||
Facility
fees
|
$ | 326 | $ | 171 |
5.
Comprehensive Income (Loss)
A
summary
of the accumulated other comprehensive income (loss) components, net of tax,
were as follows:
Foreign
Currency Translation
|
Unrealized
Gain (Loss) on Investments
|
Fair
Market Value of Cash Flow Hedge
|
FASB
Statement No. 158 Adjustment
|
Accumulated
Other Comprehensive Income (Loss)
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Balance
at March 31, 2007
|
$ | (36,166 | ) | $ | (355 | ) | $ | (5,105 | ) | $ | (153 | ) | $ | (41,779 | ) | |||||
Foreign
currency translation
|
12,430 | - | - | - | 12,430 | |||||||||||||||
Unrealized
gain on investments
|
- | 819 | - | - | 819 | |||||||||||||||
Change
in fair market value of cash flow hedge
|
- | - | (12,287 | ) | - | (12,287 | ) | |||||||||||||
Balance
at December 31, 2007
|
$ | (23,736 | ) | $ | 464 | $ | (17,392 | ) | $ | (153 | ) | $ | (40,817 | ) |
Total
comprehensive income, net of taxes, for the nine months ended December 31,
2007
and 2006 were $82.8 million and $94.7 million, respectively.
13
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 2012, with the exception of one land lease expiring in 2034. At December
31, 2007, AMERCO has guaranteed $170.1 million of residual values for these
rental equipment assets at the end of the respective lease terms. Certain leases
contain renewal and fair market value purchase options as well as mileage and
other restrictions. At the expiration of each equipment lease, the Company
has
the option to renew the lease, purchase the asset for fair market value, or
sell
the asset to a third party on behalf of the lessor. AMERCO has been leasing
equipment since 1987 and has experienced no material losses relating to these
types of residual value guarantees.
Lease
commitments for leases having terms of more than one year were as
follows:
Property,
Plant
and
Equipment
|
Rental
Equipment
|
Total
|
||||||||||
(Unaudited)
|
||||||||||||
(In
thousands)
|
||||||||||||
Year-ended
December 31:
|
||||||||||||
2008
|
$ | 12,439 | $ | 112,448 | $ | 124,887 | ||||||
2009
|
12,065 | 99,548 | 111,613 | |||||||||
2010
|
11,706 | 81,635 | 93,341 | |||||||||
2011
|
11,564 | 64,115 | 75,679 | |||||||||
2012
|
10,726 | 49,550 | 60,276 | |||||||||
Thereafter
|
20,633 | 42,468 | 63,101 | |||||||||
Total
|
$ | 79,133 | $ | 449,764 | $ | 528,897 |
14
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
7.
Contingencies
Shoen
On
September 24, 2002, Paul F. Shoen filed a derivative action in the Second
Judicial District Court of the State of Nevada, Washoe County, captioned Paul
F.
Shoen vs. SAC Holding Corporation et al., CV02-05602, seeking damages and
equitable relief on behalf of AMERCO from SAC Holdings and certain current
and
former members of the AMERCO Board of Directors, including Edward J. Shoen,
Mark
V. Shoen and James P. Shoen as defendants. AMERCO is named a nominal defendant
for purposes of the derivative action. The complaint alleges breach of fiduciary
duty, self-dealing, usurpation of corporate opportunities, wrongful interference
with prospective economic advantage and unjust enrichment and seeks the
unwinding of sales of self-storage properties by subsidiaries of AMERCO to
SAC
Holdings prior to the filing of the complaint. 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. The court consolidated all five complaints
before dismissing them on May 28, 2003. 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. Plaintiffs appealed and, on July 13, 2006, the Nevada Supreme
Court reviewed and remanded the claim to the trial court for proceedings
consistent with its ruling, allowing the plaintiffs to file an amended complaint
and plead in addition to substantive claims, demand futility. On November 8,
2006, the nominal plaintiffs filed an Amended Complaint. On December 22, 2006,
the defendants filed Motions to Dismiss. Briefing was concluded on February
21,
2007. On March 29, 2007, the Court denied AMERCO’s motion to dismiss regarding
the issue of demand futility. On March 30, 2007, the Court heard oral argument
on the remainder of the Defendants’ Motions to Dismiss and requested
supplemental briefing. The supplemental briefs were filed on May 14, 2007.
In
September and October of 2007, the defendants filed Motions For Judgment on
the
Pleadings or, In the Alternative, Summary Judgment. On December 14, 2007, Judge
Adams denied AMERCO’s Motion for Judgment on the Pleadings stating that, due to
allegations made by Plaintiff, judgment as a matter of law was not appropriate
at this time.
Environmental
In
the
normal course of business, AMERCO is a defendant in a number of suits and
claims. AMERCO is also a party to several administrative proceedings arising
from state and local provisions that regulate the removal and/or cleanup of
underground fuel storage tanks. It is the opinion of management, that none
of
these suits, claims or proceedings involving AMERCO, individually or in the
aggregate, are expected to result in a material loss.
Compliance
with environmental requirements of federal, state and local governments
significantly affects Real Estate’s business operations. Among other things,
these requirements regulate the discharge of materials into the water, air
and
land and govern the use and disposal of hazardous substances. Real Estate is
aware of issues regarding hazardous substances on some of its properties. Real
Estate regularly makes capital and operating expenditures to stay in compliance
with environmental laws and has put in place a remedial plan at each site where
it believes such a plan is necessary. Since 1988, Real Estate has managed a
testing and removal program for underground storage tanks.
Based
upon the information currently available to Real Estate, compliance with the
environmental laws and its share of the costs of investigation and cleanup
of
known hazardous waste sites are not expected to have a material adverse effect
on AMERCO’s financial position or operating results. Real Estate expects to
spend approximately $7.6 million in total through 2011 to remediate these
properties.
15
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Other
The
Company is named as a defendant in various other litigation and claims arising
out of the normal course of business. In management’s opinion none of these
other matters will have a material effect on the Company’s financial condition
and ongoing results of operations.
8.
Related Party Transactions
AMERCO
has engaged in related party transactions and has continuing related party
interests with certain major stockholders, directors and officers of the
consolidated group as disclosed below. Management believes that the transactions
described below and in the related notes were consummated on terms equivalent
to
those that would prevail in arm’s-length transactions.
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.
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 revenues from the SAC Holdings self-storage properties
that the Company manages.
During
the first nine months of fiscal 2008, 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. Blackwater is wholly-owned by
Mark V. Shoen, a significant shareholder and executive officer of AMERCO.
The Company does not have an equity ownership interest in SAC Holdings. The
Company recorded interest income of $14.0 million and $14.6 million, and
received cash interest payments of $14.9 million and $40.7 million, from SAC
Holdings during the first nine months of fiscal 2008 and 2007,
respectively. The cash interest payments for the first nine months of
fiscal 2007 included a payment to significantly reduce the outstanding interest
receivable from SAC Holdings. The largest aggregate amount of notes receivable
outstanding during the first nine months of fiscal 2008 was $203.7 million
and
the aggregate notes receivable balance at December 31, 2007 was
$198.3 million. In accordance with the terms of these notes, SAC Holdings
may repay the notes without penalty or premium.
Interest
accrues on the outstanding principal balance of junior notes of SAC Holdings
that the Company holds at a 9.0% rate per annum. A fixed portion of that basic
interest is paid on a monthly basis. Additional interest can be earned on notes
totaling $122.2 million of principal depending upon the amount of remaining
basic interest and the cash flow generated by the underlying property. This
amount is referred to as the “cash flow-based calculation.”
To
the
extent that this cash flow-based calculation exceeds the amount of remaining
basic interest, contingent interest would be paid on the same monthly date
as
the fixed portion of basic interest. To the extent that the cash flow-based
calculation is less than the amount of remaining basic interest, the additional
interest payable on the applicable monthly date is limited to the amount of
that
cash flow-based calculation. In such a case, the excess of the remaining basic
interest over the cash flow-based calculation is deferred. In addition, subject
to certain contingencies, the junior notes provide that the holder of the note
is entitled to receive a portion of the appreciation realized upon, among other
things, the sale of such property by SAC Holdings. To date, no excess cash
flows
related to these arrangements have been earned or paid.
During
the first nine months of fiscal 2008, AMERCO and U-Haul held various junior
notes with Private Mini Storage Realty L.P. (“Private Mini”). The equity
interests of Private Mini are ultimately controlled by
Blackwater. The Company recorded interest income of $3.8 million and
$3.7 million during the first nine months of fiscal 2008 and 2007, and received
cash interest payments of $3.7 million, from Private Mini during the first
nine
months of both fiscal 2008 and 2007, respectively. The balance of notes
receivable from Private Mini at December 31, 2007 was $69.4 million. The largest
aggregate amount outstanding during fiscal 2008 was $70.1
million.
16
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The
Company currently manages the self-storage properties owned or leased by SAC
Holdings, Mercury Partners, L.P. (“Mercury”), Four SAC Self-Storage Corporation
(“4 SAC”), Five SAC Self-Storage Corporation (“5 SAC”), Galaxy Investments, L.P.
(“Galaxy”) and Private Mini pursuant to a standard form of management agreement,
under which the Company receives a management fee of between 4% and 10% of
the
gross receipts plus reimbursement for certain expenses. The Company received
management fees, exclusive of reimbursed expenses, of $19.4 million and $17.0
million from the above mentioned entities during the first nine months of fiscal
2008 and 2007, respectively. This management fee is consistent with the fee
received for other properties the Company previously managed for third parties.
SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini are substantially controlled
by Blackwater. Mercury is substantially controlled by Mark V. Shoen. James
P.
Shoen, a significant shareholder and director of AMERCO, has an interest in
Mercury.
The
Company leases space for marketing company offices, vehicle repair shops and
hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy.
Total lease payments pursuant to such leases were $1.5 million and $2.0 million
for the first nine months of fiscal 2008 and 2007, respectively. The terms
of
the leases are similar to the terms of leases for other properties owned by
unrelated parties that are leased to the Company.
At
December 31, 2007, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and
Private Mini acted as U-Haul independent dealers. The financial and other terms
of the dealership contracts with the aforementioned companies and their
subsidiaries are substantially identical to the terms of those with the
Company’s other independent dealers whereby commissions are paid by the Company
based upon equipment rental revenues. For the first nine months of fiscal 2008
and 2007, the Company paid the above mentioned entities $28.7 million and $29.2
million, respectively in commissions pursuant to such dealership
contracts.
These
agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy
and
Private Mini, excluding Dealer Agreements, provided revenue of $30.2 million,
expenses of $1.5 million and cash flows of $62.5 million during the first nine
months of fiscal 2008. Revenues and commission expenses related to the Dealer
Agreements were $135.1 million and $28.7 million, respectively.
In
prior
years, U-Haul sold various properties to SAC Holdings 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, a portion of these deferred gains were recognized and treated
as
contributions from a related party in the amount of $111.0 million as a result
of the deconsolidation of SAC Holding Corporation. In November 2007, the
remaining portion of these deferred gains were recognized and treated as
contributions from a related party in the amount of $46.1 million as a result
of
the deconsolidation of SAC Holding II Corporation.
On
September 1, 2007, SAC Holding Corporation issued a promissory note to U-Haul.
As part of the note, the Company reclassified $20.0 million of deferred interest
due from SAC Holding Corporation to a note receivable. The note accrues interest
at 9.0% per annum with interest payments due monthly and a final maturity in
2019.
During
the second quarter of fiscal 2008, the Company received $20.1 million from
SAC
Holding Corporation as full repayment for one of its junior notes.
In December 2007, Real Estate paid cash for the purchase of a parcel of bare
land from 5 SAC for $0.5 million.
17
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Related
Party Assets
December
31,
|
March
31,
|
|||||||
2007
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Private
Mini notes, receivables and interest
|
$ | 73,184 | $ | 71,785 | ||||
Oxford
note receivable from SAC Holding Corporation
|
- | 5,040 | ||||||
U-Haul
notes receivable from SAC Holding Corporation
|
198,288 | 123,578 | ||||||
U-Haul
interest receivable from SAC Holding Corporation
|
4,267 | 23,361 | ||||||
U-Haul
receivable from SAC Holding Corporation
|
18,215 | 16,596 | ||||||
U-Haul
receivable from Mercury
|
5,242 | 4,278 | ||||||
Other
|
36 | 541 | ||||||
$ | 299,232 | $ | 245,179 |
9.
Consolidating Financial Information by Industry Segment
AMERCO
has four reportable segments. They are Moving and Storage, 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 condensed consolidating statements.
The
condensed consolidated balance sheet as of December 31, 2007 includes the
accounts of AMERCO and its wholly-owned subsidiaries. The condensed consolidated
balance sheet as of March 31, 2007 includes the accounts of AMERCO and its
wholly-owned subsidiaries and SAC Holding II. The related condensed consolidated
statements of operations for the third quarter and the first nine months and
the
cash flows for the first nine months ended fiscal 2008 include the accounts
of
AMERCO and its wholly-owned subsidiaries and for SAC Holding II only through
October 2007. The related condensed consolidated statements of operations for
the third quarter and the first nine months and the cash flows for the first
nine months ended fiscal 2007 include the accounts of AMERCO and its
wholly-owned subsidiaries and for SAC Holding II. See the Description of
Operating Segments following for additional information on SAC Holding
II.
|
AMERCO’s
four reportable segments are:
|
|
(a)
|
Moving
and Storage, comprised of AMERCO, U-Haul, and Real Estate and the
subsidiaries of U-Haul and Real Estate
|
|
(b)
|
Property
and Casualty Insurance, comprised of RepWest and its wholly-owned
subsidiaries
|
|
(c)
|
Life
Insurance, comprised of Oxford and its wholly-owned subsidiaries
|
|
(d)
|
SAC
Holding II and its subsidiaries (through October 2007)
|
The
information includes elimination entries necessary to consolidate AMERCO, the
parent, with its subsidiaries and SAC Holding II and its subsidiaries through
October 2007.
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 December 31, 2007 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$ | 30 | $ | 190,393 | $ | 24 | $ | - | $ | 190,447 | $ | 6,288 | $ | 6,988 | $ | - | $ | 203,723 | ||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
- | 17,742 | 27 | - | 17,769 | 151,271 | 10,808 | - | 179,848 | |||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
- | 1,209 | 779 | - | 1,988 | - | - | - | 1,988 | |||||||||||||||||||||||||||||
Inventories,
net
|
- | 62,150 | - | - | 62,150 | - | - | - | 62,150 | |||||||||||||||||||||||||||||
Prepaid
expenses
|
- | 39,479 | 134 | - | 39,613 | - | - | - | 39,613 | |||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
- | - | - | - | - | 150,459 | 504,730 | - | 655,189 | |||||||||||||||||||||||||||||
Investments,
other
|
- | 966 | 13,910 | - | 14,876 | 74,001 | 77,186 | - | 166,063 | |||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
- | - | - | - | - | 45 | 38,402 | - | 38,447 | |||||||||||||||||||||||||||||
Other
assets
|
8 | 127,600 | 30,887 | - | 158,495 | 2,087 | 712 | - | 161,294 | |||||||||||||||||||||||||||||
Related
party assets
|
1,195,114 | 242,708 | 210 | (1,133,486 | ) |
(c)
|
304,546 | 6,905 | - | (12,219 | ) |
(c)
|
299,232 | |||||||||||||||||||||||||
1,195,152 | 682,247 | 45,971 | (1,133,486 | ) | 789,884 | 391,056 | 638,826 | (12,219 | ) | 1,807,547 | ||||||||||||||||||||||||||||
Investment
in subsidiaries
|
(192,410 | ) | - | - | 483,667 |
(b)
|
291,257 | - | - | (291,257 | ) |
(b)
|
- | |||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||
Land
|
- | 43,945 | 163,049 | - | 206,994 | - | - | - | 206,994 | |||||||||||||||||||||||||||||
Buildings
and improvements
|
- | 125,199 | 724,316 | - | 849,515 | - | - | - | 849,515 | |||||||||||||||||||||||||||||
Furniture
and equipment
|
7,053 | 292,581 | 18,093 | - | 317,727 | - | - | - | 317,727 | |||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
- | 206,644 | - | - | 206,644 | - | - | - | 206,644 | |||||||||||||||||||||||||||||
Rental
trucks
|
- | 1,716,853 | - | - | 1,716,853 | - | - | - | 1,716,853 | |||||||||||||||||||||||||||||
7,053 | 2,385,222 | 905,458 | - | 3,297,733 | - | - | - | 3,297,733 | ||||||||||||||||||||||||||||||
Less: Accumulated
depreciation
|
(1,137 | ) | (1,009,715 | ) | (305,085 | ) | - | (1,315,937 | ) | - | - | - | (1,315,937 | ) | ||||||||||||||||||||||||
Total
property, plant and equipment
|
5,916 | 1,375,507 | 600,373 | - | 1,981,796 | - | - | - | 1,981,796 | |||||||||||||||||||||||||||||
Total
assets
|
$ | 1,008,658 | $ | 2,057,754 | $ | 646,344 | $ | (649,819 | ) | $ | 3,062,937 | $ | 391,056 | $ | 638,826 | $ | (303,476 | ) | $ | 3,789,343 | ||||||||||||||||||
(a) Balances
as of September 30, 2007
|
||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries
|
||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
19
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Consolidating
balance sheets by industry segment as of December 31, 2007 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$ | 1,521 | $ | 256,794 | $ | 5,534 | $ | - | $ | 263,849 | $ | - | $ | 5,444 | $ | - | $ | 269,293 | ||||||||||||||||||||
AMERCO's
notes and loans payable
|
- | 649,359 | 777,898 | - | 1,427,257 | - | - | - | 1,427,257 | |||||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses
payable
|
- | 355,293 | - | - | 355,293 | 270,732 | 138,494 | - | 764,519 | |||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
- | - | - | - | - | - | 350,698 | - | 350,698 | |||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | 8,157 | 2,318 | - | 10,475 | |||||||||||||||||||||||||||||
Deferred
income
|
- | 9,547 | - | - | 9,547 | - | - | - | 9,547 | |||||||||||||||||||||||||||||
Deferred
income taxes
|
187,071 | - | - | - | 187,071 | (37,893 | ) | (4,479 | ) | - | 144,699 | |||||||||||||||||||||||||||
Related
party liabilities
|
- | 1,095,516 | 45,035 | (1,133,486 | ) |
(c)
|
7,065 | 1,983 | 3,171 | (12,219 | ) |
(c)
|
- | |||||||||||||||||||||||||
Total
liabilities
|
188,592 | 2,366,509 | 828,467 | (1,133,486 | ) | 2,250,082 | 242,979 | 495,646 | (12,219 | ) | 2,976,488 | |||||||||||||||||||||||||||
Stockholders'
equity:
|
||||||||||||||||||||||||||||||||||||||
Series
preferred stock:
|
||||||||||||||||||||||||||||||||||||||
Series
A preferred stock
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Series
B preferred stock
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Series
A common stock
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Common
stock
|
10,497 | 540 | 1 | (541 | ) |
(b)
|
10,497 | 3,300 | 2,500 | (5,800 | ) |
(b)
|
10,497 | |||||||||||||||||||||||||
Additional
paid-in capital
|
418,848 | 121,230 | 147,481 | (268,711 | ) |
(b)
|
418,848 | 86,121 | 26,271 | (112,392 | ) |
(b)
|
418,848 | |||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(40,817 | ) | (41,282 | ) | - | 41,282 |
(b)
|
(40,817 | ) | 73 | 391 | (464 | ) |
(b)
|
(40,817 | ) | ||||||||||||||||||||||
Retained
earnings (deficit)
|
932,703 | (382,032 | ) | (329,605 | ) | 711,637 |
(b)
|
932,703 | 58,583 | 114,018 | (172,601 | ) |
(b)
|
932,703 | ||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(501,165 | ) | - | - | - | (501,165 | ) | - | - | - | (501,165 | ) | ||||||||||||||||||||||||||
Unearned
employee stock ownership plan shares
|
- | (7,211 | ) | - | - | (7,211 | ) | - | - | - | (7,211 | ) | ||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
820,066 | (308,755 | ) | (182,123 | ) | 483,667 | 812,855 | 148,077 | 143,180 | (291,257 | ) | 812,855 | ||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$ | 1,008,658 | $ | 2,057,754 | $ | 646,344 | $ | (649,819 | ) | $ | 3,062,937 | $ | 391,056 | $ | 638,826 | $ | (303,476 | ) | $ | 3,789,343 | ||||||||||||||||||
(a) Balances
as of September 30, 2007
|
||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries
|
||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
20
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Consolidating
balance sheets by industry segment as of March 31, 2007 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
|
$ | 9 | $ | 63,490 | $ | 807 | $ | - | $ | 64,306 | $ | 4,228 | $ | 6,738 | $ | - | $ | 75,272 | $ | - | $ | - | $ | 75,272 | |||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
- | 18,343 | 27 | - | 18,370 | 155,172 | 11,075 | - | 184,617 | - | - | 184,617 | |||||||||||||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
- | 1,236 | 433 | - | 1,669 | - | - | - | 1,669 | - | - | 1,669 | |||||||||||||||||||||||||||||||||||||||
Inventories,
net
|
- | 65,646 | - | - | 65,646 | - | - | - | 65,646 | 1,377 | - | 67,023 | |||||||||||||||||||||||||||||||||||||||
Prepaid
expenses
|
11,173 | 40,586 | 30 | - | 51,789 | - | - | - | 51,789 | 291 | - | 52,080 | |||||||||||||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
- | - | - | - | - | 156,540 | 525,261 | - | 681,801 | - | - | 681,801 | |||||||||||||||||||||||||||||||||||||||
Investments,
other
|
- | 1,119 | 10,714 | - | 11,833 | 74,716 | 92,150 | - | 178,699 | - | - | 178,699 | |||||||||||||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
- | - | - | - | - | 196 | 44,318 | - | 44,514 | - | - | 44,514 | |||||||||||||||||||||||||||||||||||||||
Other
assets
|
12 | 56,264 | 31,794 | - | 88,070 | 1,744 | 833 | - | 90,647 | 4,476 | - | 95,123 | |||||||||||||||||||||||||||||||||||||||
Related
party assets
|
1,180,929 | 251,288 | 12,663 | (1,113,379 | ) |
(d)
|
331,501 | 9,909 | 5,040 | (20,840 | ) |
(d)
|
325,610 | 5 | (80,436 | ) |
(d)
|
245,179 | |||||||||||||||||||||||||||||||||
1,192,123 | 497,972 | 56,468 | (1,113,379 | ) | 633,184 | 402,505 | 685,415 | (20,840 | ) | 1,700,264 | 6,149 | (80,436 | ) | 1,625,977 | |||||||||||||||||||||||||||||||||||||
Investment
in subsidiaries
|
(235,860 | ) | - | - | 514,745 |
(c)
|
278,885 | - | - | (278,885 | ) |
(c)
|
- | - | - | - | |||||||||||||||||||||||||||||||||||
Investment
in SAC Holding II
|
(9,256 | ) | - | - | - | (9,256 | ) | - | - | - | (9,256 | ) | - | 9,256 |
(c)
|
- | |||||||||||||||||||||||||||||||||||
Total
investment in subsidiaries and SAC Holding II
|
(245,116 | ) | - | - | 514,745 | 269,629 | - | - | (278,885 | ) | (9,256 | ) | - | 9,256 | - | ||||||||||||||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
Land
|
- | 39,868 | 163,049 | - | 202,917 | - | - | - | 202,917 | - | - | 202,917 | |||||||||||||||||||||||||||||||||||||||
Buildings
and improvements
|
- | 103,542 | 698,747 | - | 802,289 | - | - | - | 802,289 | - | - | 802,289 | |||||||||||||||||||||||||||||||||||||||
Furniture
and equipment
|
4,588 | 279,219 | 17,944 | - | 301,751 | - | - | - | 301,751 | - | - | 301,751 | |||||||||||||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
- | 200,208 | - | - | 200,208 | - | - | - | 200,208 | - | - | 200,208 | |||||||||||||||||||||||||||||||||||||||
Rental
trucks
|
- | 1,604,123 | - | - | 1,604,123 | - | - | - | 1,604,123 | - | - | 1,604,123 | |||||||||||||||||||||||||||||||||||||||
SAC
Holding II - property, plant and equipment (b)
|
- | - | - | - | - | - | - | - | - | 154,561 | (74,212 | ) |
(e)
|
80,349 | |||||||||||||||||||||||||||||||||||||
4,588 | 2,226,960 | 879,740 | - | 3,111,288 | - | - | - | 3,111,288 | 154,561 | (74,212 | ) | 3,191,637 | |||||||||||||||||||||||||||||||||||||||
Less: Accumulated
depreciation
|
(627 | ) | (995,028 | ) | (296,563 | ) | - | (1,292,218 | ) | - | - | - | (1,292,218 | ) | (12,573 | ) | 10,225 |
(e)
|
(1,294,566 | ) | |||||||||||||||||||||||||||||||
Total
property, plant and equipment
|
3,961 | 1,231,932 | 583,177 | - | 1,819,070 | - | - | - | 1,819,070 | 141,988 | (63,987 | ) | 1,897,071 | ||||||||||||||||||||||||||||||||||||||
Total
assets
|
$ | 950,968 | $ | 1,729,904 | $ | 639,645 | $ | (598,634 | ) | $ | 2,721,883 | $ | 402,505 | $ | 685,415 | $ | (299,725 | ) | $ | 3,510,078 | $ | 148,137 | $ | (135,167 | ) | $ | 3,523,048 | ||||||||||||||||||||||||
(a) Balances
as of December 31, 2006
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
(b)
Included in this caption is land of $57,169, buildings and improvements
of
$96,879, and furniture and equipment of $513
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
(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, 2007 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
|
$ | 926 | $ | 236,830 | $ | 4,973 | $ | - | $ | 242,729 | $ | - | $ | 7,083 | $ | - | $ | 249,812 | $ | 1,385 | $ | - | $ | 251,197 | ||||||||||||||||||||||||||||||
AMERCO's
notes and loans payable
|
- | 406,458 | 774,707 | - | 1,181,165 | - | - | - | 1,181,165 | - | - | 1,181,165 | ||||||||||||||||||||||||||||||||||||||||||
SAC
Holding II notes and loans
payable, non-recourse to AMERCO
|
- | - | - | - | - | - | - | - | - | 74,887 | - | 74,887 | ||||||||||||||||||||||||||||||||||||||||||
Policy
benefits and losses,
claims and loss expenses payable
|
- | 330,602 | - | - | 330,602 | 291,241 | 146,908 | - | 768,751 | - | - | 768,751 | ||||||||||||||||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
- | - | - | - | - | - | 386,640 | - | 386,640 | - | - | 386,640 | ||||||||||||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | 7,633 | 2,930 | - | 10,563 | - | - | 10,563 | ||||||||||||||||||||||||||||||||||||||||||
Deferred
income
|
- | 15,629 | - | - | 15,629 | - | - | - | 15,629 | 849 | - | 16,478 | ||||||||||||||||||||||||||||||||||||||||||
Deferred
income taxes
|
186,594 | - | - | - | 186,594 | (41,223 | ) | (3,167 | ) | - | 142,204 | (2,263 | ) | (26,771 | ) |
(d)
|
113,170 | |||||||||||||||||||||||||||||||||||||
Related
party liabilities
|
- | 1,077,090 | 46,139 | (1,113,379 | ) |
(c)
|
9,850 | 2,411 | 8,579 | (20,840 | ) |
(c)
|
- | 82,535 | (80,436 | ) |
(c)
|
2,099 | ||||||||||||||||||||||||||||||||||||
Total
liabilities
|
187,520 | 2,066,609 | 825,819 | (1,113,379 | ) | 1,966,569 | 260,062 | 548,973 | (20,840 | ) | 2,754,764 | 157,393 | (107,207 | ) | 2,804,950 | |||||||||||||||||||||||||||||||||||||||
Stockholders'
equity:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series
preferred stock:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series
A preferred stock
|
- | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
Series
B preferred stock
|
- | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
Series
A common stock
|
- | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
Common
stock
|
10,497 | 540 | 1 | (541 | ) |
(b)
|
10,497 | 3,300 | 2,500 | (5,800 | ) |
(b)
|
10,497 | - | - | 10,497 | ||||||||||||||||||||||||||||||||||||||
Additional
paid-in capital
|
421,483 | 121,230 | 147,481 | (268,711 | ) |
(b)
|
421,483 | 86,121 | 26,271 | (112,392 | ) |
(b)
|
421,483 | - | (46,071 | ) |
(d)
|
375,412 | ||||||||||||||||||||||||||||||||||||
Additional
paid-in capital - SAC Holding II
|
- | - | - | - | - | - | - | - | - | 4,492 | (4,492 | ) |
(b)
|
- | ||||||||||||||||||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(41,779 | ) | (41,454 | ) | - | 41,454 |
(b)
|
(41,779 | ) | (163 | ) | (192 | ) | 355 |
(b)
|
(41,779 | ) | - | - | (41,779 | ) | |||||||||||||||||||||||||||||||||
Retained
earnings (deficit)
|
840,445 | (408,887 | ) | (333,656 | ) | 742,543 |
(b)
|
840,445 | 53,185 | 107,863 | (161,048 | ) |
(b)
|
840,445 | (13,748 | ) | 22,603 | (b,d | ) | 849,300 | ||||||||||||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(467,198 | ) | - | - | - | (467,198 | ) | - | - | - | (467,198 | ) | - | - | (467,198 | ) | ||||||||||||||||||||||||||||||||||||||
Unearned
employee stock ownership plan shares
|
- | (8,134 | ) | - | - | (8,134 | ) | - | - | - | (8,134 | ) | - | - | (8,134 | ) | ||||||||||||||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
763,448 | (336,705 | ) | (186,174 | ) | 514,745 | 755,314 | 142,443 | 136,442 | (278,885 | ) | 755,314 | (9,256 | ) | (27,960 | ) | 718,098 | |||||||||||||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$ | 950,968 | $ | 1,729,904 | $ | 639,645 | $ | (598,634 | ) | $ | 2,721,883 | $ | 402,505 | $ | 685,415 | $ | (299,725 | ) | $ | 3,510,078 | $ | 148,137 | $ | (135,167 | ) | $ | 3,523,048 | |||||||||||||||||||||||||||
(a) Balances
as of December 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
|
22
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Consolidating
statement of operations by industry segment for the quarter ended December
31,
2007 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 (h)
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$ | - | $ | 329,905 | $ | - | $ | - | $ | 329,905 | $ | - | $ | - | $ | - | $ | 329,905 | $ | 689 | $ | (689 | ) |
(b)
|
$ | 329,905 | ||||||||||||||||||||||||||||
Self-storage
revenues
|
- | 27,435 | 523 | - | 27,958 | - | - | - | 27,958 | 1,672 | - | 29,630 | ||||||||||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
- | 42,134 | - | - | 42,134 | - | - | - | 42,134 | 1,077 | - | 43,211 | ||||||||||||||||||||||||||||||||||||||||||
Property
management fees
|
- | 7,137 | - | - | 7,137 | - | - | - | 7,137 | - | (212 | ) |
(g)
|
6,925 | ||||||||||||||||||||||||||||||||||||||||
Life
insurance premiums
|
- | - | - | - | - | - | 27,757 | - | 27,757 | - | - | 27,757 | ||||||||||||||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
- | - | - | - | - | 7,738 | - | - | 7,738 | - | - | 7,738 | ||||||||||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
1,076 | 7,953 | - | - | 9,029 | 3,154 | 4,798 | (353 | ) | (b,d | ) | 16,628 | - | (584 | ) |
(d)
|
16,044 | |||||||||||||||||||||||||||||||||||||
Other
revenue
|
- | 7,373 | 17,663 | (18,788 | ) |
(b)
|
6,248 | - | 1,288 | (132 | ) |
(b)
|
7,404 | 113 | (59 | ) |
(b)
|
7,458 | ||||||||||||||||||||||||||||||||||||
Total
revenues
|
1,076 | 421,937 | 18,186 | (18,788 | ) | 422,411 | 10,892 | 33,843 | (485 | ) | 466,661 | 3,551 | (1,544 | ) | 468,668 | |||||||||||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
2,055 | 272,928 | 1,978 | (18,788 | ) |
(b)
|
258,173 | 4,203 | 6,694 | (1,716 | ) | (b,c,d | ) | 267,354 | 1,957 | (212 | ) |
(g)
|
269,099 | |||||||||||||||||||||||||||||||||||
Commission
expenses
|
- | 42,220 | - | - | 42,220 | - | - | - | 42,220 | - | (689 | ) |
(b)
|
41,531 | ||||||||||||||||||||||||||||||||||||||||
Cost
of sales
|
- | 26,165 | - | - | 26,165 | - | - | - | 26,165 | 512 | - | 26,677 | ||||||||||||||||||||||||||||||||||||||||||
Benefits
and losses
|
- | - | - | - | - | 4,419 | 19,419 | 1,452 |
(c)
|
25,290 | - | - | 25,290 | |||||||||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 4 | 2,683 | - | 2,687 | - | - | 2,687 | ||||||||||||||||||||||||||||||||||||||||||
Lease
expense
|
24 | 34,264 | 2 | - | 34,290 | - | - | (221 | ) |
(b)
|
34,069 | - | (59 | ) |
(b)
|
34,010 | ||||||||||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
187 | 57,737 | 2,907 | - | 60,831 | - | - | - | 60,831 | 231 | (47 | ) |
(e)
|
61,015 | ||||||||||||||||||||||||||||||||||||||||
Total
costs and expenses
|
2,266 | 433,314 | 4,887 | (18,788 | ) | 421,679 | 8,626 | 28,796 | (485 | ) | 458,616 | 2,700 | (1,007 | ) | 460,309 | |||||||||||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
(23,675 | ) | - | - | 28,511 |
(f)
|
4,836 | - | - | (4,836 | ) |
(f)
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
(133 | ) | - | - | - | (133 | ) | - | - | - | (133 | ) | - | 133 |
(f)
|
- | ||||||||||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding
II
|
(23,808 | ) | - | - | 28,511 | 4,703 | - | - | (4,836 | ) | (133 | ) | - | 133 | - | |||||||||||||||||||||||||||||||||||||||
Earnings
(loss) from operations
|
(24,998 | ) | (11,377 | ) | 13,299 | 28,511 | 5,435 | 2,266 | 5,047 | (4,836 | ) | 7,912 | 851 | (404 | ) | 8,359 | ||||||||||||||||||||||||||||||||||||||
Interest
income (expense)
|
22,780 | (34,328 | ) | (13,193 | ) | - | (24,741 | ) | - | - | - | (24,741 | ) | (1,070 | ) | 584 |
(d)
|
(25,227 | ) | |||||||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
(2,218 | ) | (45,705 | ) | 106 | 28,511 | (19,306 | ) | 2,266 | 5,047 | (4,836 | ) | (16,829 | ) | (219 | ) | 180 | (16,868 | ) | |||||||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
(8,205 | ) | 17,441 | (353 | ) | - | 8,883 | (792 | ) | (1,685 | ) | - | 6,406 | 86 | (18 | ) |
(e)
|
6,474 | ||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
(10,423 | ) | (28,264 | ) | (247 | ) | 28,511 | (10,423 | ) | 1,474 | 3,362 | (4,836 | ) | (10,423 | ) | (133 | ) | 162 | (10,394 | ) | ||||||||||||||||||||||||||||||||||
Less: Preferred
stock dividends
|
(3,241 | ) | - | - | - | (3,241 | ) | - | - | - | (3,241 | ) | - | - | (3,241 | ) | ||||||||||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$ | (13,664 | ) | $ | (28,264 | ) | $ | (247 | ) | $ | 28,511 | $ | (13,664 | ) | $ | 1,474 | $ | 3,362 | $ | (4,836 | ) | $ | (13,664 | ) | $ | (133 | ) | $ | 162 | $ | (13,635 | ) | ||||||||||||||||||||||
(a) Balances
for the quarter ended September 30, 2007
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(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
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(h)
Activity for the month of October 2007, prior to
deconsolidation
|
23
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Consolidating
statements of operations by industry for the quarter ended December 31, 2006
are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$ | - | $ | 328,149 | $ | - | $ | - | $ | 328,149 | $ | - | $ | - | $ | - | $ | 328,149 | $ | 2,018 | $ | (2,018 | ) |
(b)
|
$ | 328,149 | ||||||||||||||||||||||||||||
Self-storage
revenues
|
- | 26,251 | 455 | - | 26,706 | - | - | - | 26,706 | 5,059 | - | 31,765 | ||||||||||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
- | 42,992 | - | - | 42,992 | - | - | - | 42,992 | 3,359 | - | 46,351 | ||||||||||||||||||||||||||||||||||||||||||
Property
management fees
|
- | 6,559 | - | - | 6,559 | - | - | - | 6,559 | - | (645 | ) |
(g)
|
5,914 | ||||||||||||||||||||||||||||||||||||||||
Life
insurance premiums
|
- | - | - | - | - | - | 29,847 | (393 | ) |
(c)
|
29,454 | - | - | 29,454 | ||||||||||||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
- | - | - | - | - | 6,555 | - | - | 6,555 | - | - | 6,555 | ||||||||||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
1,232 | 8,294 | (36 | ) | - | 9,490 | 5,112 | 5,021 | (5,074 | ) | (b,d | ) | 14,549 | - | (1,750 | ) |
(d)
|
12,799 | ||||||||||||||||||||||||||||||||||||
Other
revenue
|
(1 | ) | 5,945 | 16,943 | (18,290 | ) |
(b)
|
4,597 | - | 967 | (130 | ) |
(b)
|
5,434 | 374 | (177 | ) |
(b)
|
5,631 | |||||||||||||||||||||||||||||||||||
Total
revenues
|
1,231 | 418,190 | 17,362 | (18,290 | ) | 418,493 | 11,667 | 35,835 | (5,597 | ) | 460,398 | 10,810 | (4,590 | ) | 466,618 | |||||||||||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
2,339 | 277,433 | 2,231 | (18,290 | ) |
(b)
|
263,713 | 2,261 | 6,404 | (5,450 | ) | (b,c,d | ) | 266,928 | 5,608 | (645 | ) |
(g)
|
271,891 | |||||||||||||||||||||||||||||||||||
Commission
expenses
|
- | 41,334 | - | - | 41,334 | - | - | - | 41,334 | - | (2,018 | ) |
(b)
|
39,316 | ||||||||||||||||||||||||||||||||||||||||
Cost
of sales
|
- | 23,447 | - | - | 23,447 | - | - | - | 23,447 | 1,523 | - | 24,970 | ||||||||||||||||||||||||||||||||||||||||||
Benefits
and losses
|
- | - | - | - | - | 8,226 | 21,320 | 1,915 |
(c)
|
31,461 | - | - | 31,461 | |||||||||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 442 | 3,778 | - | 4,220 | - | - | 4,220 | ||||||||||||||||||||||||||||||||||||||||||
Lease
expense
|
22 | 36,839 | 17 | - | 36,878 | - | - | (220 | ) |
(b)
|
36,658 | - | (177 | ) |
(b)
|
36,481 | ||||||||||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
61 | 46,691 | 2,737 | - | 49,489 | - | - | - | 49,489 | 668 | (140 | ) |
(e)
|
50,017 | ||||||||||||||||||||||||||||||||||||||||
Total
costs and expenses
|
2,422 | 425,744 | 4,985 | (18,290 | ) | 414,861 | 10,929 | 31,502 | (3,755 | ) | 453,537 | 7,799 | (2,980 | ) | 458,356 | |||||||||||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
(22,367 | ) | - | - | 23,806 |
(f)
|
1,439 | - | - | (1,439 | ) |
(f)
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
(160 | ) | - | - | - | (160 | ) | - | - | - | (160 | ) | - | 160 |
(f)
|
- | ||||||||||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding
II
|
(22,527 | ) | - | - | 23,806 | 1,279 | - | - | (1,439 | ) | (160 | ) | - | 160 | - | |||||||||||||||||||||||||||||||||||||||
Earnings
(loss) from operations
|
(23,718 | ) | (7,554 | ) | 12,377 | 23,806 | 4,911 | 738 | 4,333 | (3,281 | ) | 6,701 | 3,011 | (1,450 | ) | 8,262 | ||||||||||||||||||||||||||||||||||||||
Interest
income (expense)
|
22,906 | (30,783 | ) | (12,739 | ) | - | (20,616 | ) | - | - | - | (20,616 | ) | (3,265 | ) | 1,750 |
(d)
|
(22,131 | ) | |||||||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
(812 | ) | (38,337 | ) | (362 | ) | 23,806 | (15,705 | ) | 738 | 4,333 | (3,281 | ) | (13,915 | ) | (254 | ) | 300 | (13,869 | ) | ||||||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
(8,755 | ) | 14,933 | (40 | ) | - | 6,138 | (258 | ) | (1,532 | ) | - | 4,348 | 94 | (53 | ) |
(e)
|
4,389 | ||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
(9,567 | ) | (23,404 | ) | (402 | ) | 23,806 | (9,567 | ) | 480 | 2,801 | (3,281 | ) | (9,567 | ) | (160 | ) | 247 | (9,480 | ) | ||||||||||||||||||||||||||||||||||
Less: Preferred
stock dividends
|
(3,241 | ) | - | - | - | (3,241 | ) | - | - | - | (3,241 | ) | - | - | (3,241 | ) | ||||||||||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$ | (12,808 | ) | $ | (23,404 | ) | $ | (402 | ) | $ | 23,806 | $ | (12,808 | ) | $ | 480 | $ | 2,801 | $ | (3,281 | ) | $ | (12,808 | ) | $ | (160 | ) | $ | 247 | $ | (12,721 | ) | ||||||||||||||||||||||
(a) Balances
for the quarter ended September 30, 2006
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission
income
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
24
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Consolidating
statements of operations by industry for the nine months ended December 31,
2007
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 (h)
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$ | - | $ | 1,165,783 | $ | - | $ | - | $ | 1,165,783 | $ | - | $ | - | $ | - | $ | 1,165,783 | $ | 5,846 | $ | (5,846 | ) |
(b)
|
$ | 1,165,783 | ||||||||||||||||||||||||||||
Self-storage
revenues
|
- | 81,924 | 1,361 | - | 83,285 | - | - | - | 83,285 | 11,469 | - | 94,754 | ||||||||||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
- | 164,381 | - | - | 164,381 | - | - | - | 164,381 | 10,039 | - | 174,420 | ||||||||||||||||||||||||||||||||||||||||||
Property
management fees
|
- | 16,565 | - | - | 16,565 | - | - | - | 16,565 | - | (1,700 | ) |
(g)
|
14,865 | ||||||||||||||||||||||||||||||||||||||||
Life
insurance premiums
|
- | - | - | - | - | - | 84,881 | - | 84,881 | - | - | 84,881 | ||||||||||||||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
- | - | - | - | - | 20,986 | - | - | 20,986 | - | - | 20,986 | ||||||||||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
3,353 | 23,524 | - | - | 26,877 | 9,315 | 15,946 | (1,256 | ) | (b,d | ) | 50,882 | - | (4,050 | ) |
(d)
|
46,832 | |||||||||||||||||||||||||||||||||||||
Other
revenue
|
- | 24,827 | 52,390 | (55,957 | ) |
(b)
|
21,260 | - | 3,659 | (391 | ) |
(b)
|
24,528 | 748 | (414 | ) |
(b)
|
24,862 | ||||||||||||||||||||||||||||||||||||
Total
revenues
|
3,353 | 1,477,004 | 53,751 | (55,957 | ) | 1,478,151 | 30,301 | 104,486 | (1,647 | ) | 1,611,291 | 28,102 | (12,010 | ) | 1,627,383 | |||||||||||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
7,924 | 831,978 | 7,126 | (55,957 | ) |
(b)
|
791,071 | 10,711 | 19,533 | (5,705 | ) | (b,c,d | ) | 815,610 | 13,510 | (1,700 | ) |
(g)
|
827,420 | |||||||||||||||||||||||||||||||||||
Commission
expenses
|
- | 148,737 | - | - | 148,737 | - | - | - | 148,737 | - | (5,846 | ) |
(b)
|
142,891 | ||||||||||||||||||||||||||||||||||||||||
Cost
of sales
|
- | 90,076 | - | - | 90,076 | - | - | - | 90,076 | 5,192 | - | 95,268 | ||||||||||||||||||||||||||||||||||||||||||
Benefits
and losses
|
- | - | - | - | - | 11,103 | 64,337 | 4,719 |
(c)
|
80,159 | - | - | 80,159 | |||||||||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 183 | 9,687 | - | 9,870 | - | - | 9,870 | ||||||||||||||||||||||||||||||||||||||||||
Lease
expense
|
72 | 102,162 | 46 | - | 102,280 | - | - | (661 | ) |
(b)
|
101,619 | - | (414 | ) |
(b)
|
101,205 | ||||||||||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
509 | 160,841 | (1,471 | ) | - | 159,879 | - | - | - | 159,879 | 1,474 | (327 | ) |
(e)
|
161,026 | |||||||||||||||||||||||||||||||||||||||
Total
costs and expenses
|
8,505 | 1,333,794 | 5,701 | (55,957 | ) | 1,292,043 | 21,997 | 93,557 | (1,647 | ) | 1,405,950 | 20,176 | (8,287 | ) | 1,417,839 | |||||||||||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
43,482 | - | - | (30,906 | ) |
(f)
|
12,576 | - | - | (12,576 | ) |
(f)
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
222 | - | - | - | 222 | - | - | - | 222 | - | (222 | ) |
(f)
|
- | ||||||||||||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding
II
|
43,704 | - | - | (30,906 | ) | 12,798 | - | - | (12,576 | ) | 222 | - | (222 | ) | - | |||||||||||||||||||||||||||||||||||||||
Earnings
from operations
|
38,552 | 143,210 | 48,050 | (30,906 | ) | 198,906 | 8,304 | 10,929 | (12,576 | ) | 205,563 | 7,926 | (3,945 | ) | 209,544 | |||||||||||||||||||||||||||||||||||||||
Interest
income (expense)
|
66,321 | (99,870 | ) | (39,457 | ) | - | (73,006 | ) | - | - | - | (73,006 | ) | (7,537 | ) | 4,050 |
(d)
|
(76,493 | ) | |||||||||||||||||||||||||||||||||||
Pretax
earnings
|
104,873 | 43,340 | 8,593 | (30,906 | ) | 125,900 | 8,304 | 10,929 | (12,576 | ) | 132,557 | 389 | 105 | 133,051 | ||||||||||||||||||||||||||||||||||||||||
Income
tax expense
|
(23,244 | ) | (16,485 | ) | (4,542 | ) | - | (44,271 | ) | (2,906 | ) | (3,751 | ) | - | (50,928 | ) | (167 | ) | (124 | ) |
(e)
|
(51,219 | ) | |||||||||||||||||||||||||||||||
Net
earnings
|
81,629 | 26,855 | 4,051 | (30,906 | ) | 81,629 | 5,398 | 7,178 | (12,576 | ) | 81,629 | 222 | (19 | ) | 81,832 | |||||||||||||||||||||||||||||||||||||||
Less: Preferred
stock dividends
|
(9,723 | ) | - | - | - | (9,723 | ) | - | - | - | (9,723 | ) | - | - | (9,723 | ) | ||||||||||||||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$ | 71,906 | $ | 26,855 | $ | 4,051 | $ | (30,906 | ) | $ | 71,906 | $ | 5,398 | $ | 7,178 | $ | (12,576 | ) | $ | 71,906 | $ | 222 | $ | (19 | ) | $ | 72,109 | |||||||||||||||||||||||||||
(a) Balances
for the nine months ended September 30, 2007
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(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
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(h)
Activity for the seven months ended October 2007, prior to
deconsolidation
|
25
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Consolidating
statements of operations by industry for the nine months ended December 31,
2006
are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$ | - | $ | 1,181,103 | $ | - | $ | - | $ | 1,181,103 | $ | - | $ | - | $ | - | $ | 1,181,103 | $ | 7,328 | $ | (7,328 | ) |
(b)
|
$ | 1,181,103 | ||||||||||||||||||||||||||||
Self-storage
revenues
|
- | 78,400 | 1,263 | - | 79,663 | - | - | - | 79,663 | 14,949 | - | 94,612 | ||||||||||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
- | 163,222 | - | - | 163,222 | - | - | - | 163,222 | 12,496 | - | 175,718 | ||||||||||||||||||||||||||||||||||||||||||
Property
management fees
|
- | 15,893 | - | - | 15,893 | - | - | - | 15,893 | - | (2,146 | ) |
(g)
|
13,747 | ||||||||||||||||||||||||||||||||||||||||
Life
insurance premiums
|
- | - | - | - | - | - | 92,683 | (1,190 | ) |
(c)
|
91,493 | - | - | 91,493 | ||||||||||||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
- | - | - | - | - | 18,407 | - | - | 18,407 | - | - | 18,407 | ||||||||||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
3,694 | 22,680 | (36 | ) | - | 26,338 | 10,588 | 16,298 | (6,009 | ) | (b,d | ) | 47,215 | - | (5,315 | ) |
(d)
|
41,900 | ||||||||||||||||||||||||||||||||||||
Other
revenue
|
203 | 22,697 | 50,706 | (54,873 | ) |
(b)
|
18,733 | - | 3,722 | (411 | ) |
(b)
|
22,044 | 1,051 | (532 | ) |
(b)
|
22,563 | ||||||||||||||||||||||||||||||||||||
Total
revenues
|
3,897 | 1,483,995 | 51,933 | (54,873 | ) | 1,484,952 | 28,995 | 112,703 | (7,610 | ) | 1,619,040 | 35,824 | (15,321 | ) | 1,639,543 | |||||||||||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
9,672 | 823,019 | 6,949 | (54,873 | ) |
(b)
|
784,767 | 5,828 | 20,374 | (11,791 | ) | (b,c,d | ) | 799,178 | 17,046 | (2,146 | ) |
(g)
|
814,078 | |||||||||||||||||||||||||||||||||||
Commission
expenses
|
- | 149,785 | - | - | 149,785 | - | - | - | 149,785 | - | (7,328 | ) |
(b)
|
142,457 | ||||||||||||||||||||||||||||||||||||||||
Cost
of sales
|
- | 83,235 | - | - | 83,235 | - | - | - | 83,235 | 5,499 | - | 88,734 | ||||||||||||||||||||||||||||||||||||||||||
Benefits
and losses
|
- | - | - | - | - | 17,357 | 67,678 | 5,874 |
(c)
|
90,909 | - | - | 90,909 | |||||||||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 1,707 | 12,964 | - | 14,671 | - | - | 14,671 | ||||||||||||||||||||||||||||||||||||||||||
Lease
expense
|
63 | 112,565 | 835 | - | 113,463 | - | - | (1,693 | ) |
(b)
|
111,770 | - | (532 | ) |
(b)
|
111,238 | ||||||||||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
183 | 127,330 | 3,676 | - | 131,189 | - | - | - | 131,189 | 2,006 | (420 | ) |
(e)
|
132,775 | ||||||||||||||||||||||||||||||||||||||||
Total
costs and expenses
|
9,918 | 1,295,934 | 11,460 | (54,873 | ) | 1,262,439 | 24,892 | 101,016 | (7,610 | ) | 1,380,737 | 24,551 | (10,426 | ) | 1,394,862 | |||||||||||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
67,522 | - | - | (57,250 | ) |
(f)
|
10,272 | - | - | (10,272 | ) |
(f)
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
837 | - | - | - | 837 | - | - | - | 837 | - | (837 | ) |
(f)
|
- | ||||||||||||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding
II
|
68,359 | - | - | (57,250 | ) | 11,109 | - | - | (10,272 | ) | 837 | - | (837 | ) | - | |||||||||||||||||||||||||||||||||||||||
Earnings
from operations
|
62,338 | 188,061 | 40,473 | (57,250 | ) | 233,622 | 4,103 | 11,687 | (10,272 | ) | 239,140 | 11,273 | (5,732 | ) | 244,681 | |||||||||||||||||||||||||||||||||||||||
Interest
income (expense)
|
67,008 | (85,309 | ) | (38,805 | ) | - | (57,106 | ) | - | - | - | (57,106 | ) | (9,865 | ) | 5,315 |
(d)
|
(61,656 | ) | |||||||||||||||||||||||||||||||||||
Amortization
of fees on early extinguishment of debt
|
- | (302 | ) | (6,667 | ) | - | (6,969 | ) | - | - | - | (6,969 | ) | - | - | (6,969 | ) | |||||||||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
129,346 | 102,450 | (4,999 | ) | (57,250 | ) | 169,547 | 4,103 | 11,687 | (10,272 | ) | 175,065 | 1,408 | (417 | ) | 176,056 | ||||||||||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
(23,175 | ) | (41,492 | ) | 1,291 | - | (63,376 | ) | (1,436 | ) | (4,082 | ) | - | (68,894 | ) | (571 | ) | (159 | ) |
(e)
|
(69,624 | ) | ||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
106,171 | 60,958 | (3,708 | ) | (57,250 | ) | 106,171 | 2,667 | 7,605 | (10,272 | ) | 106,171 | 837 | (576 | ) | 106,432 | ||||||||||||||||||||||||||||||||||||||
Less: Preferred
stock dividends
|
(9,723 | ) | - | - | - | (9,723 | ) | - | - | - | (9,723 | ) | - | - | (9,723 | ) | ||||||||||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$ | 96,448 | $ | 60,958 | $ | (3,708 | ) | $ | (57,250 | ) | $ | 96,448 | $ | 2,667 | $ | 7,605 | $ | (10,272 | ) | $ | 96,448 | $ | 837 | $ | (576 | ) | $ | 96,709 | ||||||||||||||||||||||||||
(a) Balances
for the nine months ended September 30, 2006
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission
income
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
26
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Consolidating
cash flow statements by
industry segment for the nine months ended December 31, 2007 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 (b)
|
Elimination
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||
Net
earnings
|
$ | 81,629 | $ | 26,855 | $ | 4,051 | $ | (30,906 | ) | $ | 81,629 | $ | 5,398 | $ | 7,178 | $ | (12,576 | ) | $ | 81,629 | $ | 222 | $ | (19 | ) | $ | 81,832 | |||||||||||||||||||||
Earnings
from consolidated entities
|
(43,704 | ) | - | - | 30,906 | (12,798 | ) | - | - | 12,576 | (222 | ) | - | 222 | - | |||||||||||||||||||||||||||||||||
Adjustments
to reconcile net earnings to cash provided by
operations:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation
|
509 | 159,835 | 8,533 | - | 168,877 | - | - | - | 168,877 | 1,634 | (327 | ) | 170,184 | |||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 183 | 9,687 | - | 9,870 | - | - | 9,870 | ||||||||||||||||||||||||||||||||||||
Change
in provision for loss on trade receivables
|
- | 25 | - | - | 25 | - | 50 | - | 75 | - | - | 75 | ||||||||||||||||||||||||||||||||||||
Change
in provision for gain on mortgage notes
|
- | (29 | ) | - | - | (29 | ) | - | - | - | (29 | ) | - | - | (29 | ) | ||||||||||||||||||||||||||||||||
Change
in provision for inventory reserve
|
- | 2,371 | - | - | 2,371 | - | - | - | 2,371 | - | - | 2,371 | ||||||||||||||||||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
- | 1,006 | (10,004 | ) | - | (8,998 | ) | - | - | - | (8,998 | ) | (160 | ) | - | (9,158 | ) | |||||||||||||||||||||||||||||||
Net
loss on sale of investments
|
- | - | - | - | - | 172 | 203 | - | 375 | - | - | 375 | ||||||||||||||||||||||||||||||||||||
Deferred
income taxes
|
8,326 | 76 | - | - | 8,402 | 3,203 | (2,115 | ) | - | 9,490 | 146 | 124 | 9,760 | |||||||||||||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
- | 699 | - | - | 699 | 3,901 | 216 | - | 4,816 | - | - | 4,816 | ||||||||||||||||||||||||||||||||||||
Inventories
|
- | 1,582 | - | - | 1,582 | - | - | - | 1,582 | 4 | - | 1,586 | ||||||||||||||||||||||||||||||||||||
Prepaid
expenses
|
11,173 | 1,080 | (104 | ) | - | 12,149 | - | - | - | 12,149 | 47 | - | 12,196 | |||||||||||||||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
- | - | - | - | - | (32 | ) | (3,862 | ) | - | (3,894 | ) | - | - | (3,894 | ) | ||||||||||||||||||||||||||||||||
Other
assets
|
4 | 1,190 | 1,077 | - | 2,271 | (344 | ) | 121 | - | 2,048 | (1,008 | ) | - | 1,040 | ||||||||||||||||||||||||||||||||||
Related
party assets
|
5,922 | 8,579 | 12,453 | - | 26,954 | 3,004 | 5,040 | - | 34,998 | 5 | - | 35,003 | ||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
2,424 | 7,460 | (3,684 | ) | - | 6,200 | - | (1,514 | ) | - | 4,686 | 680 | - | 5,366 | ||||||||||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses
payable
|
- | 25,884 | - | - | 25,884 | (20,508 | ) | (8,414 | ) | - | (3,038 | ) | - | - | (3,038 | ) | ||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | 524 | (612 | ) | - | (88 | ) | - | - | (88 | ) | |||||||||||||||||||||||||||||||||
Deferred
income
|
- | (6,198 | ) | - | - | (6,198 | ) | - | - | - | (6,198 | ) | (48 | ) | - | (6,246 | ) | |||||||||||||||||||||||||||||||
Related
party liabilities
|
- | (3,582 | ) | - | - | (3,582 | ) | (428 | ) | (5,408 | ) | - | (9,418 | ) | 287 | - | (9,131 | ) | ||||||||||||||||||||||||||||||
Net
cash provided (used) by operating activities
|
66,283 | 226,833 | 12,322 | - | 305,438 | (4,927 | ) | 570 | - | 301,081 | 1,809 | - | 302,890 | |||||||||||||||||||||||||||||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Purchases
of:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(2,466 | ) | (413,727 | ) | (22,754 | ) | - | (438,947 | ) | - | - | - | (438,947 | ) | (1,381 | ) | - | (440,328 | ) | |||||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | (48,130 | ) | (123,788 | ) | - | (171,918 | ) | - | - | (171,918 | ) | ||||||||||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | (14,876 | ) | (41,629 | ) | - | (56,505 | ) | - | - | (56,505 | ) | ||||||||||||||||||||||||||||||||
Equity
securities
|
- | - | - | - | - | - | (27 | ) | - | (27 | ) | - | - | (27 | ) | |||||||||||||||||||||||||||||||||
Real
estate
|
- | - | (3,196 | ) | - | (3,196 | ) | (208 | ) | - | - | (3,404 | ) | - | - | (3,404 | ) | |||||||||||||||||||||||||||||||
Mortgage
loans
|
- | - | (346 | ) | - | (346 | ) | (1,650 | ) | (10,526 | ) | - | (12,522 | ) | - | - | (12,522 | ) | ||||||||||||||||||||||||||||||
Proceeds
from sales of:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | 122,433 | 11,275 | - | 133,708 | - | - | - | 133,708 | 391 | - | 134,099 | ||||||||||||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | 50,071 | 142,903 | - | 192,974 | - | - | 192,974 | ||||||||||||||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | 16,149 | 61,624 | - | 77,773 | - | - | 77,773 | ||||||||||||||||||||||||||||||||||||
Equity
securities
|
- | - | - | - | - | - | 46 | - | 46 | - | - | 46 | ||||||||||||||||||||||||||||||||||||
Preferred
stock
|
- | - | - | - | - | 5,000 | 625 | - | 5,625 | - | - | 5,625 | ||||||||||||||||||||||||||||||||||||
Real
estate
|
- | 153 | - | - | 153 | 631 | - | - | 784 | - | - | 784 | ||||||||||||||||||||||||||||||||||||
Mortgage
loans
|
- | - | - | - | - | - | 6,394 | - | 6,394 | - | - | 6,394 | ||||||||||||||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
- | 89 | - | - | 89 | - | - | - | 89 | - | - | 89 | ||||||||||||||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(2,466 | ) | (291,052 | ) | (15,021 | ) | - | (308,539 | ) | 6,987 | 35,622 | - | (265,930 | ) | (990 | ) | - | (266,920 | ) | |||||||||||||||||||||||||||||
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended September 30, 2007
|
||||||||||||||||||||||||||||||||||||||||||||||||
(b)
Activity for the seven months ending October 31, 2007, prior to
deconsolidation
|
27
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the nine months
ended December 31, 2007 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 (b)
|
Elimination
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
- | 409,800 | 77,826 | - | 487,626 | - | - | - | 487,626 | - | - | 487,626 | ||||||||||||||||||||||||||||||||||||
Principal
repayments on credit facilities
|
- | (168,653 | ) | (74,636 | ) | - | (243,289 | ) | - | - | - | (243,289 | ) | (819 | ) | - | (244,108 | ) | ||||||||||||||||||||||||||||||
Debt
issuance costs
|
- | (11,706 | ) | (170 | ) | - | (11,876 | ) | - | - | - | (11,876 | ) | - | - | (11,876 | ) | |||||||||||||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from
loan
|
- | 923 | - | - | 923 | - | - | - | 923 | - | - | 923 | ||||||||||||||||||||||||||||||||||||
Treasury
stock repurchases
|
(33,966 | ) | - | - | - | (33,966 | ) | - | - | - | (33,966 | ) | - | - | (33,966 | ) | ||||||||||||||||||||||||||||||||
Securitization
deposits
|
- | (60,764 | ) | - | - | (60,764 | ) | - | - | - | (60,764 | ) | - | - | (60,764 | ) | ||||||||||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
(20,107 | ) | 21,211 | (1,104 | ) | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Preferred
stock dividends paid
|
(9,723 | ) | - | - | - | (9,723 | ) | - | - | - | (9,723 | ) | - | - | (9,723 | ) | ||||||||||||||||||||||||||||||||
Investment
contract deposits
|
- | - | - | - | - | - | 13,864 | - | 13,864 | - | - | 13,864 | ||||||||||||||||||||||||||||||||||||
Investment
contract withdrawals
|
- | - | - | - | - | - | (49,806 | ) | - | (49,806 | ) | - | - | (49,806 | ) | |||||||||||||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(63,796 | ) | 190,811 | 1,916 | - | 128,931 | - | (35,942 | ) | - | 92,989 | (819 | ) | - | 92,170 | |||||||||||||||||||||||||||||||||
Effects
of exchange rate on cash
|
- | 311 | - | - | 311 | - | - | - | 311 | - | - | 311 | ||||||||||||||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
21 | 126,903 | (783 | ) | - | 126,141 | 2,060 | 250 | - | 128,451 | - | - | 128,451 | |||||||||||||||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
9 | 63,490 | 807 | - | 64,306 | 4,228 | 6,738 | - | 75,272 | - | - | 75,272 | ||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$ | 30 | $ | 190,393 | $ | 24 | $ | - | $ | 190,447 | $ | 6,288 | $ | 6,988 | $ | - | $ | 203,723 | $ | - | $ | - | $ | 203,723 | ||||||||||||||||||||||||
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended September 30, 2007
|
||||||||||||||||||||||||||||||||||||||||||||||||
(b)
Activity for the seven months ending October 31, 2007, prior to
deconsolidation
|
28
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Consolidating
cash flow statements by industry segment for the nine months ended December
31,
2006 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$ | 106,171 | $ | 60,958 | $ | (3,708 | ) | $ | (57,250 | ) | $ | 106,171 | $ | 2,667 | $ | 7,605 | $ | (10,272 | ) | $ | 106,171 | $ | 837 | $ | (576 | ) | $ | 106,432 | ||||||||||||||||||||
Earnings
from consolidated entities
|
(68,359 | ) | - | - | 57,250 | (11,109 | ) | - | - | 10,272 | (837 | ) | - | 837 | - | |||||||||||||||||||||||||||||||||
Adjustments
to reconcile net earnings (loss) to cash provided by
operations:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation
|
183 | 123,742 | 8,060 | - | 131,985 | - | - | - | 131,985 | 2,006 | (420 | ) | 133,571 | |||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 1,707 | 12,964 | - | 14,671 | - | - | 14,671 | ||||||||||||||||||||||||||||||||||||
Change
in provision for loss on trade receivables
|
- | 86 | - | - | 86 | - | 116 | - | 202 | - | - | 202 | ||||||||||||||||||||||||||||||||||||
Change
in provision for gain on mortgage notes
|
- | (30 | ) | - | - | (30 | ) | - | - | - | (30 | ) | - | - | (30 | ) | ||||||||||||||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
- | 3,588 | (4,384 | ) | - | (796 | ) | - | - | - | (796 | ) | - | - | (796 | ) | ||||||||||||||||||||||||||||||||
Net
loss on sale of investments
|
- | - | - | - | - | 799 | 816 | - | 1,615 | - | - | 1,615 | ||||||||||||||||||||||||||||||||||||
Write-off
of unamortized debt issuance costs
|
- | 302 | 6,667 | - | 6,969 | - | - | - | 6,969 | - | - | 6,969 | ||||||||||||||||||||||||||||||||||||
Deferred
income taxes
|
13,959 | - | - | - | 13,959 | 887 | (94 | ) | - | 14,752 | 539 | 160 | 15,451 | |||||||||||||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
- | (3,265 | ) | - | - | (3,265 | ) | 21,052 | 1,054 | - | 18,841 | - | - | 18,841 | ||||||||||||||||||||||||||||||||||
Inventories
|
- | (2,956 | ) | - | - | (2,956 | ) | - | - | - | (2,956 | ) | (126 | ) | - | (3,082 | ) | |||||||||||||||||||||||||||||||
Prepaid
expenses
|
1,322 | 3,339 | (219 | ) | - | 4,442 | - | - | - | 4,442 | (117 | ) | - | 4,325 | ||||||||||||||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
- | - | - | - | - | (882 | ) | (3,310 | ) | - | (4,192 | ) | - | - | (4,192 | ) | ||||||||||||||||||||||||||||||||
Other
assets
|
(3 | ) | 900 | 1,725 | - | 2,622 | 240 | (183 | ) | - | 2,679 | (192 | ) | - | 2,487 | |||||||||||||||||||||||||||||||||
Related
party assets
|
(1,493 | ) | 1,006 | 17 | 29,460 | 28,990 | 13,767 | 5,781 | (5,966 | ) | 42,572 | 2,900 | (5,193 | ) | 40,279 | |||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
(11,450 | ) | 25,357 | (340 | ) | - | 13,567 | - | 1,502 | - | 15,069 | 76 | - | 15,145 | ||||||||||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses
payable
|
- | 32,733 | - | - | 32,733 | (35,713 | ) | (13,778 | ) | - | (16,758 | ) | - | - | (16,758 | ) | ||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | 1,782 | (160 | ) | - | 1,622 | - | - | 1,622 | |||||||||||||||||||||||||||||||||||
Deferred
income
|
- | (2,346 | ) | - | - | (2,346 | ) | - | - | - | (2,346 | ) | (13 | ) | - | (2,359 | ) | |||||||||||||||||||||||||||||||
Related
party liabilities
|
(201 | ) | 752 | - | (29,460 | ) | (28,909 | ) | (1,873 | ) | 447 | 5,966 | (24,369 | ) | (4,457 | ) | 5,192 | (23,634 | ) | |||||||||||||||||||||||||||||
Net
cash provided (used) by operating activities
|
40,129 | 244,166 | 7,818 | - | 292,113 | 4,433 | 12,760 | - | 309,306 | 1,453 | - | 310,759 | ||||||||||||||||||||||||||||||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Purchases
of:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(945 | ) | (409,737 | ) | (44,187 | ) | - | (454,869 | ) | - | - | - | (454,869 | ) | (729 | ) | - | (455,598 | ) | |||||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | (54,480 | ) | (116,697 | ) | - | (171,177 | ) | - | - | (171,177 | ) | ||||||||||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | (48,993 | ) | (25,201 | ) | - | (74,194 | ) | - | - | (74,194 | ) | ||||||||||||||||||||||||||||||||
Mortgage
loans
|
- | - | - | - | - | - | (9,550 | ) | - | (9,550 | ) | - | - | (9,550 | ) | |||||||||||||||||||||||||||||||||
Proceeds
from sales of:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | 67,280 | 4,388 | - | 71,668 | - | - | - | 71,668 | - | - | 71,668 | ||||||||||||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | 73,716 | 125,364 | - | 199,080 | - | - | 199,080 | ||||||||||||||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | 13,239 | 57,942 | - | 71,181 | - | - | 71,181 | ||||||||||||||||||||||||||||||||||||
Cash
received in excess of purchase of company acquired
|
- | - | - | - | - | - | 1,235 | - | 1,235 | - | - | 1,235 | ||||||||||||||||||||||||||||||||||||
Preferred
stock
|
- | - | - | - | - | - | 225 | - | 225 | - | - | 225 | ||||||||||||||||||||||||||||||||||||
Real
estate
|
- | 148 | (271 | ) | - | (123 | ) | 9,665 | - | - | 9,542 | - | - | 9,542 | ||||||||||||||||||||||||||||||||||
Mortgage
loans
|
- | - | - | - | - | - | 4,835 | - | 4,835 | - | - | 4,835 | ||||||||||||||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
- | 69 | 683 | - | 752 | - | - | - | 752 | - | - | 752 | ||||||||||||||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(945 | ) | (342,240 | ) | (39,387 | ) | - | (382,572 | ) | (6,853 | ) | 38,153 | - | (351,272 | ) | (729 | ) | - | (352,001 | ) | ||||||||||||||||||||||||||||
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended September 30, 2006
|
29
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the nine months
ended December 31, 2006 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
- | 266,260 | 54,929 | - | 321,189 | - | - | - | 321,189 | - | - | 321,189 | ||||||||||||||||||||||||||||||||||||
Principal
repayments on credit facilities
|
- | (34,611 | ) | (28,793 | ) | - | (63,404 | ) | - | - | - | (63,404 | ) | (979 | ) | - | (64,383 | ) | ||||||||||||||||||||||||||||||
Debt
issuance costs
|
- | (1,837 | ) | (486 | ) | - | (2,323 | ) | - | - | - | (2,323 | ) | - | - | (2,323 | ) | |||||||||||||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from
loan
|
- | 895 | - | - | 895 | - | - | - | 895 | - | - | 895 | ||||||||||||||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
(29,460 | ) | 23,584 | 5,876 | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
Preferred
stock dividends paid
|
(9,723 | ) | - | - | - | (9,723 | ) | - | - | - | (9,723 | ) | - | - | (9,723 | ) | ||||||||||||||||||||||||||||||||
Investment
contract deposits
|
- | - | - | - | - | - | 12,634 | - | 12,634 | - | - | 12,634 | ||||||||||||||||||||||||||||||||||||
Investment
contract withdrawals
|
- | - | - | - | - | - | (59,353 | ) | - | (59,353 | ) | - | - | (59,353 | ) | |||||||||||||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(39,183 | ) | 254,291 | 31,526 | - | 246,634 | - | (46,719 | ) | - | 199,915 | (979 | ) | - | 198,936 | |||||||||||||||||||||||||||||||||
Effects
of exchange rate on cash
|
- | (22 | ) | - | - | (22 | ) | - | - | - | (22 | ) | - | - | (22 | ) | ||||||||||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
1 | 156,195 | (43 | ) | - | 156,153 | (2,420 | ) | 4,194 | - | 157,927 | (255 | ) | - | 157,672 | |||||||||||||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
7 | 140,499 | 856 | - | 141,362 | 9,815 | 4,027 | - | 155,204 | 255 | - | 155,459 | ||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$ | 8 | $ | 296,694 | $ | 813 | $ | - | $ | 297,515 | $ | 7,395 | $ | 8,221 | $ | - | $ | 313,131 | $ | - | $ | - | $ | 313,131 | ||||||||||||||||||||||||
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended September 30, 2006
|
30
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
10.
Industry Segment and Geographic Area Data
United
States
|
Canada
|
Consolidated
|
||||||||||
(Unaudited)
|
||||||||||||
(All
amounts are in thousands of U.S. $'s)
|
||||||||||||
Quarter
ended December 31, 2007
|
||||||||||||
Total
revenues
|
$ | 442,667 | $ | 26,001 | $ | 468,668 | ||||||
Depreciation
and amortization, net of (gains) losses on disposals
|
61,207 | 2,495 | 63,702 | |||||||||
Interest
expense
|
25,012 | 215 | 25,227 | |||||||||
Pretax
loss
|
(16,633 | ) | (235 | ) | (16,868 | ) | ||||||
Income
tax benefit
|
(6,395 | ) | (79 | ) | (6,474 | ) | ||||||
Identifiable
assets
|
3,671,100 | 118,243 | 3,789,343 | |||||||||
Quarter
ended December 31, 2006
|
||||||||||||
Total
revenues
|
$ | 446,975 | $ | 19,643 | $ | 466,618 | ||||||
Depreciation
and amortization, net of (gains) losses on disposals
|
52,762 | 1,475 | 54,237 | |||||||||
Interest
expense
|
21,994 | 137 | 22,131 | |||||||||
Pretax
loss
|
(10,820 | ) | (3,049 | ) | (13,869 | ) | ||||||
Income
tax benefit
|
(3,352 | ) | (1,037 | ) | (4,389 | ) | ||||||
Identifiable
assets
|
3,587,142 | 85,354 | 3,672,496 |
United
States
|
Canada
|
Consolidated
|
||||||||||
(Unaudited)
|
||||||||||||
(All
amounts are in thousands of U.S. $'s)
|
||||||||||||
Nine
months ended December 31, 2007
|
||||||||||||
Total
revenues
|
$ | 1,537,745 | $ | 89,638 | $ | 1,627,383 | ||||||
Depreciation
and amortization, net of (gains) losses on disposals
|
163,812 | 7,084 | 170,896 | |||||||||
Interest
expense
|
75,924 | 569 | 76,493 | |||||||||
Pretax
earnings
|
129,553 | 3,498 | 133,051 | |||||||||
Income
tax expense
|
50,028 | 1,191 | 51,219 | |||||||||
Identifiable
assets
|
3,671,100 | 118,243 | 3,789,343 | |||||||||
Nine
months ended December 31, 2006
|
||||||||||||
Total
revenues
|
$ | 1,563,980 | $ | 75,563 | $ | 1,639,543 | ||||||
Depreciation
and amortization, net of (gains) losses on disposals
|
142,397 | 5,049 | 147,446 | |||||||||
Interest
expense
|
61,254 | 402 | 61,656 | |||||||||
Pretax
earnings
|
173,800 | 2,256 | 176,056 | |||||||||
Income
tax expense
|
68,857 | 767 | 69,624 | |||||||||
Identifiable
assets
|
3,587,142 | 85,354 | 3,672,496 |
31
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
11.
Tax
Effective
April 1, 2007, the Company adopted FIN 48, Accounting for Uncertainty
in Income
Taxes, an interpretation of FAS 109. FIN 48 prescribes a minimum
recognition threshold and measurement methodology that a tax position is
required to meet before being recognized in the financial statements. As a
result of the adoption of FIN 48, the Company recognized a $6.8 million decrease
to its previous reserves for uncertain tax positions. This decrease is presented
as an increase in the beginning balance of retained earnings.
The
total
amount of unrecognized tax benefits at April 1, 2007 was $6.3 million. The
total
amount of unrecognized tax benefits as of December 31, 2007 was $6.5 million.
This entire amount of unrecognized tax benefits, if resolved in our favor,
would
favorably impact our effective tax rate.
The
Company recognizes interest related to unrecognized tax benefits as interest
expense, and penalties as operating expenses. At April 1, 2007, the amount
of
interest accrued on unrecognized tax benefits was $2.3 million, net of tax.
At
December 31, 2007, the amount of interest accrued on unrecognized tax benefits
was $2.5 million, net of tax.
The
Company files income tax returns in the U.S. federal jurisdiction, and various
states and foreign jurisdictions. With some exceptions, the Company is no longer
subject to audit for years prior to the fiscal year ended March 31,
2004.
12.
Employee Benefit Plans
Effective
March 31, 2007, the Company adopted SFAS 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans which requires that the
Consolidated Balance Sheet reflect the unfunded status of the Company’s
postretirement benefit plan and measure these benefits as of the end of the
fiscal year. Previously, the Company had measured these benefits on a three
month lag, as allowed by SFAS 106. SFAS 158 requires the valuation be performed
as of the balance sheet date. The provisions of SFAS 158 do not permit
retrospective application. The portion of the net periodic cost associated
with
the elimination of the timing gap was $0.1 million, net of taxes, and recorded
as an adjustment to retained earnings in fiscal 2007. Additionally, SFAS 158
requires the unrecognized net gain or loss now be reclassified to accumulated
other comprehensive income. As of March 31, 2007 this resulted in a reduction
of
other comprehensive income in the amount of $0.2 million, net of
tax.
The
components of net periodic postretirement benefit cost were as
follows:
Quarter
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
Service
cost for benefits earned during the period
|
$ | 168 | $ | 141 | ||||
Interest
cost on accumulated postretirement benefit
|
152 | 116 | ||||||
Other
components
|
(110 | ) | (131 | ) | ||||
Net
periodic postretirement benefit cost
|
$ | 210 | $ | 126 |
Nine
Months Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
Service
cost for benefits earned during the period
|
$ | 504 | $ | 423 | ||||
Interest
cost on accumulated postretirement benefit
|
457 | 348 | ||||||
Other
components
|
(330 | ) | (392 | ) | ||||
Net
periodic postretirement benefit cost
|
$ | 631 | $ | 379 |
32
General
We
begin
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (“MD&A”) with the overall strategy of AMERCO, followed by a
description of our operating segments and the strategy of our operating segments
to give the reader an overview of the goals of our business and the direction
in
which our businesses and products are moving. This is followed by a discussion
of the “Critical Accounting Policies and Estimates” that we believe are
important to understanding the assumptions and judgments incorporated in our
reported financial results. In the next section, we discuss our Results of
Operations for the third quarter and first nine months of fiscal 2008, compared
with the third quarter and first nine months of fiscal 2007 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 Requirements of Our Operating Segments” and
“Disclosures about Contractual Obligations and Commercial Commitments.” We
conclude this MD&A by discussing our outlook for the remainder of fiscal
2008 and into fiscal 2009.
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. Our actual results may differ materially
from
these forward-looking statements.
The
third
fiscal quarter for AMERCO ends on the 31st
of
December for each year that is referenced. Our insurance company subsidiaries
have a third quarter that ends on the 30th
of
September for each year that is referenced. They have been consolidated on
that
basis. Our insurance companies’ financial reporting processes conform to
calendar year reporting as required by state insurance departments. Management
believes that consolidating their calendar year into our fiscal year financial
statements does not materially affect the disclosure of our financial position
or results of operations. The Company discloses any material events occurring
during the intervening period. Consequently, all references to our insurance
subsidiaries’ years 2007 and 2006 correspond to the Company’s fiscal years 2008
and 2007, respectively.
Overall
Strategy
Our
overall strategy is to maintain our leadership position in the North American
“do-it-yourself” moving and storage industry. We accomplish this by providing a
seamless and integrated supply chain to the “do-it-yourself” moving and storage
market. As part of executing this strategy, we leverage the brand recognition
of
U-Haul with our full line of moving and self-storage related products and
services and the convenience of our broad geographic presence.
Our
primary focus is to provide our customers with a wide selection of self-moving
rental equipment, convenient self-storage rental facilities and related moving
and self-storage products and services. We are able to expand our distribution
and improve customer service by increasing the amount of moving equipment and
storage rooms available for rent, expanding the number of independent dealers
in
our network and expanding and taking advantage of our growing eMove
capabilities.
RepWest
is focused on providing and administering property and casualty insurance to
U-Haul, its customers,
its independent dealers and affiliates.
Oxford
is
focused on long-term capital growth through direct writing and reinsuring of
life, Medicare supplement and annuity products in the senior
marketplace.
Description
of Operating Segments
|
AMERCO’s
four reportable segments are:
|
|
(a)
|
Moving
and Storage, comprised of AMERCO, U-Haul, and Real Estate and the
subsidiaries of U-Haul and Real Estate
|
|
(b)
|
Property
and Casualty Insurance, comprised of RepWest and its wholly-owned
subsidiaries
|
|
(c)
|
Life
Insurance, comprised of Oxford and its wholly-owned subsidiaries
|
|
(d)
|
SAC
Holding II and its subsidiaries (through October 2007)
|
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.
33
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.
U-Haul
brand self-moving related products and services, such as boxes, pads and tape
allow our customers to, among other things, protect their belongings from
potential damage during the moving process. We are committed to providing a
complete line of products selected with the “do-it-yourself” moving and storage
customer in mind.
AMERCO
has a sustainability initiative and believes implementing it is good business
and part of being a good corporate citizen. In the near term this means to
Reduce, Reuse and Recycle. In addition to existing programs, the Company has
launched some new programs to advance its sustainability initiative including
U-Car Share, “take a box, leave a box”, and an Internet-based Box Exchange
program.
eMove
is
an online marketplace that connects consumers to over 3,600 independent Moving
Help™ service providers and over 3,200 independent Self-Storage Affiliates. Our
network of customer-rated affiliates provides pack and load help, cleaning
help,
self-storage and similar services, all over North America.
An
individual or a company can connect to the eMove network by becoming an eMove
Moving Help® Affiliate or an eMove Storage Affiliate™. Moving Helpers
assist customers with packing, loading, cleaning and unloading their truck
or
storage unit. The Storage Affiliate program enables independent self-storage
facilities to expand their reach by connecting into a centralized 1-800 and
internet reservation system and for a fee, receive an array of services
including web-based management software, Secured Online Affiliated Rentals
(S.O.A.R®), co-branded rental trucks, savings on insurance, credit card
processing and more.
The
marketplace includes unedited reviews of independent Affiliates, and has
facilitated thousands of Moving Help® and Self-Storage transactions all over
North America. We believe that acting as an intermediary, with little added
investment, serves the customer in a cost effective manner. Our goal is to
further utilize our web-based technology platform to increase service to
consumers and businesses in the moving and storage market.
Property
and Casualty Insurance Operating Segment
RepWest
provides loss adjusting and claims handling for U-Haul through regional offices
across North America. RepWest also underwrites components of the Safemove,
Safetow and Safestor protection
packages to
U-Haul customers. We continue to focus on increasing the penetration of these
products. The business plan for RepWest includes offering property and casualty
products in other U-Haul related
programs.
Life
Insurance Operating Segment
Oxford
provides life and health insurance products primarily to the senior market
through the direct writing or reinsuring of life insurance, Medicare supplement
and annuity policies. Additionally, Oxford administers the self-insured employee
health and dental plans for Arizona employees of the Company.
SAC
Holding II Operating Segment
SAC
Holding Corporation and its subsidiaries, and SAC Holding II Corporation and
its
subsidiaries, collectively referred to as “SAC Holdings”, own self-storage
properties that are managed by U-Haul under property management agreements
and
act as independent U-Haul rental equipment dealers. AMERCO, through its
subsidiaries, has contractual interests in certain SAC Holdings’ properties
entitling AMERCO to potential future income based on the financial performance
of these properties. With respect to SAC Holding II, AMERCO was considered
the
primary beneficiary of these contractual interests prior to November 2007.
Consequently, for those reporting periods prior to November 2007 we included
the
results of SAC Holding II in the consolidated financial statements of AMERCO,
as
required by FIN 46(R).
Substantially
all of the equity interest of SAC Holdings is controlled by Blackwater. In
November 2007, Blackwater contributed additional capital to its wholly-owned
subsidiary, SAC Holding II. This contribution was determined by us to be
material with respect to the capitalization of SAC Holding II; therefore,
triggering a requirement under FIN 46(R) for us to reassess the Company’s
involvement with those subsidiaries. This required reassessment led to the
conclusion that the Company was no longer the primary beneficiary of SAC Holding
II as of the date of Blackwater’s contribution. Accordingly, the Company
deconsolidated this entity. The deconsolidation, effective October 31, 2007
was
accounted for as a distribution of the Company’s interests to Blackwater, the
sole shareholder of SAC Holding II. Because of the Company’s continuing
involvement with SAC Holding II, the distributions do not qualify as
discontinued operations as defined by SFAS 144.
34
Critical
Accounting Policies and Estimates
The
Company’s financial statements have been prepared in accordance with the
generally accepted accounting principles in the United States. The methods,
estimates and judgments we use in applying our accounting policies can have
a
significant impact on the results we report in our financial statements. Certain
accounting policies require us to make difficult and subjective judgments and
assumptions, often as a result of estimating matters that are inherently
uncertain.
Below
we
have set forth, with a detailed description, the accounting policies that we
deem most critical to us and that require management’s most difficult and
subjective judgments. These estimates are based on historical experience,
observance of trends in particular areas, information and valuations available
from outside sources and on various other assumptions that are believed to
be
reasonable under the circumstances and which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual amounts may differ from these estimates
under different assumptions and conditions; such differences may be
material.
We
also
have other policies that we consider key accounting policies, such as revenue
recognition; however, these policies do not meet the definition of critical
accounting estimates, because they do not generally require us to make estimates
or judgments that are difficult or subjective. The accounting policies that
we
deem most critical to us, and involve the most difficult, subjective or complex
judgments include the following:
Principles
of Consolidation
The
Company applies FIN 46(R), “Consolidation of Variable Interest Entities” and ARB
51 in its principles of consolidation. FIN 46(R) addresses
arrangements where the company does not hold a majority of the voting or similar
interests of a variable interest entity (“VIE”). A company is required to
consolidate a VIE if it is determined it is the primary beneficiary. ARB 51
addresses the policy when a company owns a majority of the voting or similar
rights and exercises effective control.
As
promulgated by FIN 46(R), a VIE is not self-supportive due to having one or
both
of the following conditions: a) it has an insufficient amount of equity for
it
to finance its activities without receiving additional subordinated financial
support or b) its owners do not hold the typical risks and rights of equity
owners. This determination is made upon the creation of a variable
interest and can be re-assessed should certain changes in the operations of
a
VIE, or its relationship with the primary beneficiary trigger a reconsideration
under the provisions of FIN 46(R). After a triggering event occurs the most
recent facts and circumstances are utilized in determining whether or not a
company is a variable interest entity, which other company(s) have a variable
interest in the entity, and whether or not the company’s interest is such that
it is the primary beneficiary.
The
March
2007 balance sheet includes the accounts of AMERCO, its wholly owned
subsidiaries, and SAC Holding II Corporation and its subsidiaries. The December
2007 balance sheet includes the accounts of AMERCO and its wholly owned
subsidiaries. The December 2007 and 2006 statements of operations, cash flows
and the corresponding consolidated financial statements include AMERCO, its
wholly owned subsidiaries, and SAC Holding II Corporation and its
subsidiaries.
In
fiscal
2003 and fiscal 2002, 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 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.
In
November 2007, Blackwater contributed additional capital to its wholly-owned
subsidiary, SAC Holding II. This contribution was determined by us to be
material with respect to the capitalization of SAC Holding II; therefore,
triggering a requirement under FIN 46(R) for us to reassess the Company’s
involvement with those subsidiaries. This required reassessment led to the
conclusion that SAC Holding II has the ability to fund its own operations and
execute its business plan without any future subordinated financial support;
therefore, the Company was no longer the primary beneficiary of SAC Holding
II
as of the date of Blackwater’s contribution.
35
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 and SAC Holding II and its current subsidiaries, it deconsolidated
those entities. The deconsolidations were accounted for as distributions of
SAC
Holdings interests to the sole shareholder of the SAC entities. Because of
AMERCO’s continuing involvement with SAC Holdings and its current and former
subsidiaries, the distributions do not qualify as discontinued operations as
defined by SFAS 144.
It
is
possible that SAC Holdings could take actions that would require us to
re-determine whether SAC Holdings has become a VIE or whether we have become
the
primary beneficiary of SAC Holdings. Should this occur, we could be required
to
consolidate some or all of SAC Holdings with our financial
statements.
Recoverability
of Property, Plant and Equipment
Property,
plant and equipment are stated at cost. Interest expense incurred during the
initial construction of buildings and rental equipment is considered part of
cost. Depreciation is computed for financial reporting purposes using the
straight-line or an accelerated method based on a declining balance formula
over
the following estimated useful lives: rental equipment 2-20 years and buildings
and non-rental equipment 3-55 years. The Company follows the deferral method
of
accounting based in the AICPA’s Airline Guide for major overhauls in which
engine overhauls are capitalized and amortized over five years and transmission
overhauls are capitalized and amortized over three years. Routine maintenance
costs are charged to operating expense as they are incurred. Gains and losses
on
dispositions of property, plant and equipment are netted against depreciation
expense when realized. Equipment depreciation is recognized in amounts expected
to result in the recovery of estimated residual values upon disposal, i.e.,
no
gains or losses. In determining the depreciation rate, historical disposal
experience, holding periods and trends in the market for vehicles are
reviewed.
We
regularly perform reviews to determine whether facts and circumstances exist
which indicate that the carrying amount of assets, including estimates of
residual value, may not be recoverable or that the useful life of assets is
shorter or longer than originally estimated. Reductions in residual
values (i.e., the price at which we ultimately expect to dispose of revenue
earning equipment) or useful lives will result in an increase in depreciation
expense over the life of the equipment. Reviews are performed based
on vehicle class, generally subcategories of trucks and trailers. We
assess the recoverability of our assets by comparing the projected undiscounted
net cash flows associated with the related asset or group of assets over their
estimated remaining lives against their respective carrying
amounts. We consider factors such as current and expected future
market price trends on used vehicles and the expected life of vehicles included
in the fleet. Impairment, if any, is based on the excess of the
carrying amount over the fair value of those assets. If asset residual values
are determined to be recoverable, but the useful lives are shorter or longer
than originally estimated, the net book value of the assets is depreciated
over
the newly determined remaining useful lives.
Since
fiscal 2006, the Company has been acquiring a significant number of moving
trucks via purchase rather than lease. Management performed an analysis
of
the expected economic value of new rental trucks and determined that additions
to the fleet resulting from purchase should be depreciated on an accelerated
method based upon a declining formula. The salvage value and useful life
assumptions of the rental truck fleet remain unchanged. Under the
declining balances method (2.4 times declining balance) the book value of a
rental truck is reduced 16%, 13%, 11%, 9%, 8%, 7%, and 6% during years one
through seven, respectively and then reduced on a straight line basis an
additional 10% by the end of year fifteen. In contrast, a standard straight
line
approach would reduce the book value by approximately 5.3% per year over the
life of the truck. For the affected equipment, the accelerated depreciation
was
$14.9 million and $9.2 million greater than what it would have been if
calculated under a straight line approach for the third quarter of fiscal 2008
and 2007, respectively and $41.6 million and $22.9 million for the first nine
months of fiscal 2008 and 2007, respectively.
We
typically sell our used vehicles at
one of our sales centers throughout North America, on our web site at
trucksales.uhaul.com or by phone at 1-866-404-0355. Although we intend 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.
36
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.
Impairment
of Investments
For
investments accounted for under SFAS 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 such as credit strength. Other-than-temporary impairment in value
is
recognized in the current period operating results. The Company’s insurance
subsidiaries recognized $0.2 million and $0.3 million in other-than-temporary
impairments for the third quarter of fiscal 2008 and 2007, respectively and
$0.4
million and $1.6 million for the first nine months of fiscal 2008 and 2007,
respectively.
Income
Taxes
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 that could materially impact our
financial results. Our current tax rate is approximately 38.5%.
AMERCO
files a consolidated tax return with all of its legal subsidiaries, except
for
Dallas General Life Insurance Company (“DGLIC”), a subsidiary of Oxford, 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.
Adoption
of New Accounting Pronouncements
Effective
April 1, 2007, the Company adopted FIN 48, Accounting for Uncertainty
in Income
Taxes, an interpretation of FAS 109. FIN 48 prescribes a minimum
recognition threshold and measurement methodology that a tax position is
required to meet before being recognized in the financial statements. As a
result of the adoption of FIN 48, the Company recognized a $6.8 million decrease
to its previous reserves for uncertain tax positions. This decrease is presented
as an increase in the beginning balance of retained earnings.
The
total
amount of unrecognized tax benefits at April 1, 2007 was $6.3 million. The
total
amount of unrecognized tax benefits as of December 31, 2007 was $6.5 million.
This entire amount of unrecognized tax benefits, if resolved in our favor,
would
favorably impact our effective tax rate.
The
Company recognizes interest related to unrecognized tax benefits as interest
expense, and penalties as operating expenses. At April 1, 2007, the amount
of
interest accrued on unrecognized tax benefits was $2.3 million, net of tax.
At
December 31, 2007, the amount of interest accrued on unrecognized tax benefits
was $2.5 million, net of tax.
The
Company files income tax returns in the U.S. federal jurisdiction, and various
states and foreign jurisdictions. With some exceptions, the Company is no longer
subject to audit for years prior to the fiscal year ended March 31,
2004.
Recent
Accounting Pronouncements
In
September 2006, the FASB issued SFAS 157, Fair Value Measurements which
establishes how companies should measure fair value when they are required
to
use a fair value measure for recognition or disclosure purposes under generally
accepted accounting principles (“GAAP”). This statement is effective for
financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those years. The provisions of SFAS 157 unless
partially or fully deferred by the FASB, are effective for us in April 2008.
The
Company is currently evaluating the impact of this statement on our Consolidated
Financial Statements.
In
February 2007, the FASB issued SFAS 159, The Fair Value Option for
Financial
Assets and Liabilities, including an amendment of SFAS 115. This
statement allows for a company to irrevocably elect fair value as the
measurement attribute for certain financial assets and financial liabilities.
Changes in the fair value of such assets are recognized in earnings. SFAS 159
is
effective for fiscal years beginning after November 15, 2007. The provisions
of
SFAS 159 is effective for us in April 2008. The Company is currently evaluating
the impact of this statement on our Consolidated Financial
Statements.
37
In
December 2007, the FASB issued SFAS 141(R), Business Combinations. SFAS
141(R) provides companies with principles and requirements on how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, liabilities assumed, and any noncontrolling interest in the acquiree
as well as the recognition and measurement of goodwill acquired in a business
combination. SFAS 141(R) also requires certain disclosures to enable users
of
the financial statements to evaluate the nature and financial effects of the
business combination. Acquisition costs associated with the business combination
will generally be expensed as incurred. SFAS 141(R) is effective for business
combinations occurring in fiscal years beginning after December 15, 2008,
which will require us to adopt these provisions for business combinations
occurring in fiscal 2010 and thereafter. Early adoption of SFAS 141(R) is not
permitted.
In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests
in
Consolidated Financial Statements — an amendment of ARB No. 51.
This Statement clarifies that a noncontrolling interest in a subsidiary is
an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. This Statement changes the way the
consolidated income statement is presented by requiring net income to be
reported at amounts that include the amounts attributable to both the parent
and
the noncontrolling interest and to disclose those amounts on the face of the
income statement. SFAS 160 is effective for fiscal years beginning after
December 15, 2008. Early adoption of SFAS 160 is not permitted. The Company
is
currently evaluating the impact that SFAS 160 will have on our financial
statements and disclosures.
Results
of Operations
AMERCO
and Consolidated Entities
Quarter
Ended December 31, 2007 compared with the Quarter Ended December 31,
2006
Listed
below on a consolidated basis are revenues for our major product lines for
the
third quarter of fiscal 2008 and the third quarter of fiscal 2007:
Quarter
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 329,905 | $ | 328,149 | ||||
Self-storage
revenues
|
29,630 | 31,765 | ||||||
Self-moving
and self-storage products and service sales
|
43,211 | 46,351 | ||||||
Property
management fees
|
6,925 | 5,914 | ||||||
Life
insurance premiums
|
27,757 | 29,454 | ||||||
Property
and casualty insurance premiums
|
7,738 | 6,555 | ||||||
Net
investment and interest income
|
16,044 | 12,799 | ||||||
Other
revenue
|
7,458 | 5,631 | ||||||
Consolidated
revenue
|
$ | 468,668 | $ | 466,618 |
During
the third quarter of fiscal 2008, self-moving equipment rental revenues
increased $1.8 million, compared with the third quarter of fiscal 2007. Truck
rental revenues were flat for the quarter when compared to the same quarter
in
fiscal 2007.
Self-storage
revenues decreased $2.1 million in the third quarter of fiscal 2008, compared
with the third quarter of fiscal 2007 due to the effects of the deconsolidation
of SAC Holding II. The third quarter of fiscal 2007 includes only one month
of
SAC Holding II revenues. Excluding SAC Holding II, self-storage revenues
increased $1.3 million on increased pricing at selected locations.
Sales
of
self-moving and self-storage products and services decreased $3.1 million for
the third quarter of fiscal 2008, compared with the third quarter of fiscal
2007. This was primarily due to the deconsolidation of SAC Holding II during
the
quarter. Excluding SAC Holding II, sales of self-moving and self-storage
products and services decreased $0.9 million.
Premiums
at RepWest increased $1.2 million due to increases in U-Haul related
business.
Oxford’s
premium revenues decreased $1.7 million primarily as a result of decreases
in
credit life and disability and Medicare supplement premiums.
38
Net
investment and interest income increased $3.2 million, compared with the third
quarter of fiscal 2007. In fiscal 2007, the insurance companies began to reduce
their related party invested asset exposure leading to an increase in investment
income from non-affiliated fixed maturities and mortgage loans. This change
in
allocation increased our consolidated net investment income for fiscal
2008.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $468.7 million in the third quarter of fiscal 2008, compared
with
$466.6 million in the third quarter of fiscal 2007.
Listed
below are revenues and earnings from operations at each of our four operating
segments for the third quarter of fiscal 2008 and the third quarter of fiscal
2007; for the insurance companies the third quarter ended September 30, 2007
and
2006.
Quarter
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Moving
and storage
|
||||||||
Revenues
|
$ | 422,411 | $ | 418,493 | ||||
Earnings
from operations
|
5,435 | 4,911 | ||||||
Property
and casualty insurance
|
||||||||
Revenues
|
10,892 | 11,667 | ||||||
Earnings
from operations
|
2,266 | 738 | ||||||
Life
insurance
|
||||||||
Revenues
|
33,843 | 35,835 | ||||||
Earnings
from operations
|
5,047 | 4,333 | ||||||
SAC
Holding II
|
||||||||
Revenues
|
3,551 | 10,810 | ||||||
Earnings
from operations
|
851 | 3,011 | ||||||
Eliminations
|
||||||||
Revenues
|
(2,029 | ) | (10,187 | ) | ||||
Earnings
from operations
|
(5,240 | ) | (4,731 | ) | ||||
Consolidated
results
|
||||||||
Revenues
|
468,668 | 466,618 | ||||||
Earnings
from operations
|
8,359 | 8,262 |
Total
costs and expenses increased $2.0 million in the third quarter of fiscal 2008,
compared with the third quarter of fiscal 2007. This was primarily due to
increases in depreciation expense associated with the fleet rotation partially
offset by reductions in maintenance and repair costs and the deconsolidation
of
SAC Holding II during the quarter.
As
a
result of the aforementioned changes in revenues and expenses, earnings from
operations increased to $8.4 million in the third quarter of fiscal 2008,
compared with $8.3 million in the third quarter of fiscal 2007.
Interest
expense in the third quarter of fiscal 2008 was $25.2 million, compared with
$22.1 million in the third quarter of fiscal 2007, the increase in interest
expense in fiscal 2008 is related to increased debt associated with the fleet
rotation.
Income
tax benefit was $6.5 million in the third quarter of fiscal 2008, compared
with
$4.4 million in the third quarter of fiscal 2007 and reflects larger pretax
losses for the third quarter of fiscal 2008.
Dividends
accrued on our Series A preferred stock were $3.2 million in third quarter
of
fiscal 2008, unchanged from the third quarter of fiscal 2007.
As
a
result of the above mentioned items, losses available to common shareholders
were $13.6 million in the third quarter of fiscal 2008, compared with $12.7
million in the third quarter of fiscal 2007.
The
weighted average common shares outstanding basic and diluted were 19,746,237
in
third quarter of fiscal 2008, compared with 20,922,433 in the third quarter
of
fiscal 2007. The decrease is the result of the stock repurchase
program.
Basic
and
diluted losses per common share in the third quarter of fiscal 2008 were $0.69,
compared with $0.61 in the third quarter of fiscal 2007.
39
Moving
and Storage
Quarter
Ended December 31, 2007 compared with the Quarter Ended December 31,
2006
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment for the third quarter of fiscal 2008 and the third quarter
of
fiscal 2007:
Quarter
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 329,905 | $ | 328,149 | ||||
Self-storage
revenues
|
27,958 | 26,706 | ||||||
Self-moving
and self-storage products and service sales
|
42,134 | 42,992 | ||||||
Property
management fees
|
7,137 | 6,559 | ||||||
Net
investment and interest income
|
9,029 | 9,490 | ||||||
Other
revenue
|
6,248 | 4,597 | ||||||
Moving
and Storage revenue
|
$ | 422,411 | $ | 418,493 |
During
the third quarter of fiscal 2008, self-moving equipment rental revenues
increased $1.8 million, compared with the third quarter of fiscal 2007. Truck
rental revenues were flat for the quarter with a nominal decrease in in-town
transactions partially offset by an increase in one-way transactions. In-town
revenue per transaction remained steady while one-way revenue per transaction
continued to trail the same period last year.
Self-storage
revenues increased $1.3 million in the third quarter of fiscal 2008, compared
to
the third quarter of fiscal 2007 primarily due to improved pricing. While the
average number of rooms rented during the quarter has increased marginally
compared with the same period last year, the average occupancy rate has
decreased as the total portfolio of available rooms increased at a faster
pace.
Sales
of
self-moving and self-storage products and services decreased $0.9 million for
the third quarter of fiscal 2008, compared with the third quarter of fiscal
2007. Increased revenue from propane sales were more than offset by decreases
in
the sales of towing accessories and moving supplies.
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
was as follows:
Quarter
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except occupancy rate)
|
||||||||
Room
count as of December 31
|
132 | 126 | ||||||
Square
footage as of December 31
|
10,529 | 9,948 | ||||||
Average
number of rooms occupied
|
108 | 107 | ||||||
Average
occupancy rate based on room count
|
82.6 | % | 85.4 | % | ||||
Average
square footage occupied
|
8,740 | 8,585 |
Total
costs and expenses increased $6.8 million in the third quarter of fiscal 2008,
compared with the third quarter of fiscal 2007. This is primarily due to
increases in depreciation expense associated with the fleet rotation partially
offset by reductions in maintenance and repair costs.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations increased to $5.4 million in the third quarter of fiscal 2008,
compared with $4.9 million in the third quarter of fiscal 2007.
40
Republic
Western Insurance Company
Quarter
Ended September 30, 2007 compared with the Quarter Ended September 30,
2006
Net
premiums were $7.7 million and $6.6 million for the third quarters ended
September 30, 2007 and 2006, respectively. U-Haul related premiums were $7.5
million and $6.1 million for the third quarters ended September 30, 2007 and
2006, respectively. The increase is due to RepWest offering the additional
liability program which enables U-Haul truck rental customers the ability to
purchase higher limit coverage. Premiums for other lines of business were $0.2
million and $0.5 million for the third quarters ended September 30, 2007 and
2006, respectively.
Net
investment income was $3.2 million and $5.1 million for the third quarters
ended
September 30, 2007 and 2006, respectively. The decrease is a result of the
sale
of real estate held for investment in September 2006, with no corresponding
sale
in 2007.
Net
operating expenses, which are offset by claims handling fees, were $4.2 million
and $2.3 million for the third quarters ended September 30, 2007 and 2006,
respectively. The increase is primarily due to commission expenses associated
with the additional liability program.
Benefits
and losses incurred were $4.4 million and $8.2 million for the quarter ended
September 30, 2007 and 2006, respectively. The decrease is a result of reserve
strengthening that was done in 2006 for discontinued lines.
Pretax
earnings from operations were $2.3 million and $0.7 million for the third
quarters ended September 30, 2007 and 2006.
Oxford
Life Insurance Company
Quarter
Ended September 30, 2007 compared with the Quarter Ended September 30,
2006
Net
premiums were $27.8 million and $29.8 million for the third quarters ended
September 30, 2007 and 2006, respectively. Medicare supplement premiums
decreased by $1.4 million due to lapses in excess of new sales. Life insurance
premiums increased by $0.9 million primarily due to increased sales of the
final
expense product. Credit life and disability premiums decreased by $1.2 million
as a result of the decision to discontinue new sales.
Net
investment income was $4.8 million and $5.0 million for the third quarters
ended
September 30, 2007 and 2006, respectively. The decrease was primarily due to
a
smaller invested asset base for the current period.
Net
operating expenses were $6.7 million and $6.4 million for the third quarters
ended September 30, 2007 and 2006, respectively. The increase was mostly
attributable to the additional costs related to the increased sales of the
final
expense product offset by the reduction of expenses on credit life and
disability due to business discontinuance.
Benefits
incurred were $19.4 million and $21.3 million for the third quarters ended
September 30, 2007 and 2006, respectively. The decrease is primarily the result
of the credit life and disability business of $0.5 million and Medicare
supplement of $2.2 million offset by a benefit increase for the life business
of
$0.7 million due to the additional volume of claims.
Amortization
of deferred acquisition costs (DAC) and the value of business acquired (VOBA)
was $2.7 million and $3.8 million for the third quarters ended September 30,
2007 and 2006, respectively. Amortization expense for the credit life and
disability business decreased $0.9 million from 2006 primarily due to the
attrition of business.
Earnings
from operations were $5.0 million and $4.3 million for the third quarters ended
September 30, 2007 and 2006, respectively.
41
SAC
Holding II
Quarter
Ended December 31, 2007 compared with the Quarter Ended December 31,
2006
Listed
below are revenues for the major product lines at SAC Holding II for the third
quarter of fiscal 2008 and the third quarter of fiscal 2007:
Quarter
Ended December 31,
|
||||||||
2007
(a)
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 689 | $ | 2,018 | ||||
Self-storage
revenues
|
1,672 | 5,059 | ||||||
Self-moving
and self-storage products and service sales
|
1,077 | 3,359 | ||||||
Other
revenue
|
113 | 374 | ||||||
Segment
revenue
|
$ | 3,551 | $ | 10,810 | ||||
(a)
Activity for the month of October 2007, prior to
deconsolidation
|
During
the third quarter of fiscal 2008 revenues decreased $7.3 million, compared
with
the third quarter of fiscal 2007. Total costs and expenses were $2.7 million
in
the third quarter of fiscal 2008, compared with $7.8 million in the third
quarter of fiscal 2007. Earnings from operations were $0.9 million in the third
quarter of fiscal 2008, compared with $3.0 million in the third quarter of
fiscal 2007. Each of these decreases was due to the deconsolidation of SAC
Holding II effective October 31, 2007.
AMERCO
and Consolidated Entities
Nine
Months Ended December 31, 2007 compared with the Nine Months Ended December
31,
2006
Listed
below on a consolidated basis are revenues for our major product lines for
the
first nine months of fiscal 2008 and the first nine months of fiscal
2007:
Nine
Months Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 1,165,783 | $ | 1,181,103 | ||||
Self-storage
revenues
|
94,754 | 94,612 | ||||||
Self-moving
and self-storage products and service sales
|
174,420 | 175,718 | ||||||
Property
management fees
|
14,865 | 13,747 | ||||||
Life
insurance premiums
|
84,881 | 91,493 | ||||||
Property
and casualty insurance premiums
|
20,986 | 18,407 | ||||||
Net
investment and interest income
|
46,832 | 41,900 | ||||||
Other
revenue
|
24,862 | 22,563 | ||||||
Consolidated
revenue
|
$ | 1,627,383 | $ | 1,639,543 |
During
the first nine months of fiscal 2008, self-moving equipment rental revenues
decreased $15.3 million, compared with the first nine months of fiscal 2007,
with the negative variance occurring in the first and second quarters.
Contributing to this decrease were negative year-over-year trends in average
one-way revenue per transaction related to pricing and lower than expected
utilization. Conversely, the average size of the fleet is greater and the
overall number of transactions has increased compared with the same period
last
year.
Self-storage
revenues increased $0.1 million in the first nine months of fiscal 2008,
compared with the first nine months of fiscal 2007 due to favorable pricing
at
select locations offset by the deconsolidation of SAC Holding II. During the
first nine months of fiscal 2008, the Company has increased rooms and square
footage available primarily through build-outs at existing facilities. Excluding
SAC Holding II, self-storage revenues increased $3.6 million.
Sales
of
self-moving and self-storage products and services decreased $1.3 million for
the first nine months of fiscal 2008, compared with the first nine months of
fiscal 2007 due to the deconsolidation of SAC Holding II during the third
quarter. Excluding SAC Holding II, self-moving and self-storage products and
service sales increased $1.2 million primarily due to propane
sales.
42
Premiums
at RepWest increased $2.6 million due to increases in U-Haul related
business.
Oxford’s
premium revenues decreased $6.6 million primarily as a result of decreases
in
credit life and disability and Medicare supplement premiums.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $1,627.4 million in the first nine months of fiscal 2008, compared
with $1,639.5 million in the first nine months of fiscal 2007.
Listed
below are revenues and earnings from operations at each of our four operating
segments for the first nine months of fiscal 2008 and the first nine months
of
fiscal 2007, for the insurance companies the first nine months ended September
30, 2007 and 2006.
Nine
Months Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Moving
and storage
|
||||||||
Revenues
|
$ | 1,478,151 | $ | 1,484,952 | ||||
Earnings
from operations
|
198,906 | 233,622 | ||||||
Property
and casualty insurance
|
||||||||
Revenues
|
30,301 | 28,995 | ||||||
Earnings
from operations
|
8,304 | 4,103 | ||||||
Life
insurance
|
||||||||
Revenues
|
104,486 | 112,703 | ||||||
Earnings
from operations
|
10,929 | 11,687 | ||||||
SAC
Holding II
|
||||||||
Revenues
|
28,102 | 35,824 | ||||||
Earnings
from operations
|
7,926 | 11,273 | ||||||
Eliminations
|
||||||||
Revenues
|
(13,657 | ) | (22,931 | ) | ||||
Earnings
from operations
|
(16,521 | ) | (16,004 | ) | ||||
Consolidated
results
|
||||||||
Revenues
|
1,627,383 | 1,639,543 | ||||||
Earnings
from operations
|
209,544 | 244,681 |
Total
costs and expenses increased $23.0 million in the first nine months of fiscal
2008, compared with the first nine months of fiscal 2007. This is primarily
due
to an increase in depreciation expense associated with the rotation of our
fleet
partially offset by reductions in rental fleet maintenance and repair costs.
The
Company nets gains and losses from the disposal of property and equipment
against depreciation. Included in depreciation are gains on the sale of real
estate of $10.5 million and $4.4 million for the first nine months of fiscal
2008 and 2007, respectively.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $209.5 million in the first nine months of fiscal 2008,
compared with $244.7 million in the first nine months of fiscal
2007.
Interest
expense in the first nine months of fiscal 2008 was $76.5 million, compared
with
$68.6 million in the first nine months of fiscal 2007. The second quarter of
fiscal 2007 included a one-time, non-recurring charge of $7.0 million, before
taxes, of deferred debt issuance costs related to the Real Estate Loan that
was
amended in the second quarter. The refinancing costs had the effect of
decreasing on a non-recurring basis, earnings in the first nine months ended
December 31, 2006 by $0.33 per share before taxes, in which the tax effect
was
approximately $0.13 per share. Absent this charge, the increase in interest
expense in fiscal 2008 is related to increased debt associated with the fleet
rotation.
Income
tax expense was $51.2 million in the first nine months of fiscal 2008, compared
with $69.6 million in first nine months of fiscal 2007 and reflects lower pretax
earnings for the first nine months of fiscal 2008.
Dividends
accrued on our Series A preferred stock were $9.7 million in first nine months
of fiscal 2008, unchanged from the first nine months of fiscal
2007.
As
a
result of the above mentioned items, earnings available to common shareholders
were $72.1 million in the first nine months of fiscal 2008, compared with $96.7
million in the first nine months of fiscal 2007.
43
The
weighted average common shares outstanding basic and diluted were 19,820,107
in
first nine months of fiscal 2008, compared with 20,910,089 in the first nine
months of fiscal 2007. The decrease is the result of the stock repurchase
program.
Basic
and
diluted earnings per common share in the first nine months of fiscal 2008 were
$3.64, compared with $4.62 in the first nine months of fiscal 2007.
Moving
and Storage
Nine
Months Ended December 31, 2007 compared with the Nine Months Ended December
31,
2006
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment for the first nine months of fiscal 2008 and the first nine
months of fiscal 2007:
Nine
Months Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 1,165,783 | $ | 1,181,103 | ||||
Self-storage
revenues
|
83,285 | 79,663 | ||||||
Self-moving
and self-storage products and service sales
|
164,381 | 163,222 | ||||||
Property
management fees
|
16,565 | 15,893 | ||||||
Net
investment and interest income
|
26,877 | 26,338 | ||||||
Other
revenue
|
21,260 | 18,733 | ||||||
Moving
and Storage revenue
|
$ | 1,478,151 | $ | 1,484,952 |
During
the first nine months of fiscal 2008, self-moving equipment rental revenues
decreased $15.3 million, compared with the first nine months of fiscal 2007,
with the negative variance occurring in the first and second quarters.
Contributing to this decrease were negative year-over-year trends in average
one-way revenue per transaction related to pricing and lower than expected
utilization. Conversely, the average size of the fleet is greater and the
overall number of transactions has improved compared with the same period last
year.
Self-storage
revenues increased $3.6 million in the first nine months of fiscal 2008,
compared with the first nine months of fiscal 2007 primarily due to improved
pricing. During the first nine months of fiscal 2008, the Company increased
rooms and square footage available.
Sales
of
self-moving and self-storage products and services increased $1.2 million in
the
first nine months of fiscal 2008, compared with the first nine months of fiscal
2007, with the largest increase occurring in propane sales.
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
was as follows:
Nine
Months Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except occupancy rate)
|
||||||||
Room
count as of December 31
|
132 | 126 | ||||||
Square
footage as of December 31
|
10,529 | 9,948 | ||||||
Average
number of rooms occupied
|
110 | 109 | ||||||
Average
occupancy rate based on room count
|
84.9 | % | 87.6 | % | ||||
Average
square footage occupied
|
8,835 | 8,702 |
Total
costs and expenses increased $29.6 million in the first nine months of fiscal
2008, compared with the first nine months of fiscal 2007. Increases in fleet
rotation-related expenses including depreciation, licensing and freight costs
were partially offset by reductions in maintenance and repair.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $198.9 million in the first nine months of fiscal 2008,
compared with $233.6 million in the first nine months of fiscal
2007.
44
Republic
Western Insurance Company
Nine
Months Ended September 30, 2007 compared with the Nine Months Ended September
30, 2006
Net
premiums were $21.0 million and $18.4 million for the nine months ended
September 30, 2007 and 2006, respectively. The overall increase is due to an
increase in the U-Haul related lines of business. U-Haul related premiums were
$20.2 million and $16.4 million for the nine months ended September 30, 2007
and
2006, respectively. The increase is due to RepWest offering the additional
liability program which enables U-Haul truck rental customers the ability to
purchase higher limit coverage. Premiums from other lines of business were
$0.8
million and $2.0 million for the nine months ended September 30, 2007 and 2006,
respectively.
Net
investment income was $9.3 million and $10.6 million for the nine months ended
September 30, 2007 and 2006, respectively.
Net
operating expenses, which are offset by claims handling fees, were $10.7 million
and $5.8 million for the nine months ended September 30, 2007 and 2006,
respectively. The increase is primarily due to $2.5 million in commission
expenses associated with the additional liability program. The third quarter
of
2006 also included $1.4 million of non-recurring expense
recoveries.
Benefits
and losses incurred were $11.1 million and $17.4 million for the nine months
ended September 30, 2007 and 2006, respectively. The decrease is a
result of reserve strengthening that was done in 2006 for discontinued
lines.
Amortization
of deferred acquisition costs were $0.2 million and $1.7 million for the nine
months ended September 30, 2007 and 2006, respectively. The decrease is due
to
decreased premium writings in the non U-Haul related lines of
business.
Pretax
earnings from operations were $8.3 million and $4.1 million for the nine months
ended September 30, 2007 and 2006.
Oxford
Life Insurance Company
Nine
Months Ended September 30, 2007 compared with the Nine Months Ended September
30, 2006
Net
premiums were $84.9 million and $92.7 million for the nine months ended
September 30, 2007 and 2006, respectively. Medicare supplement premiums
decreased by $2.6 million due to lapses in excess of new sales. Life insurance
premiums increased by $1.9 million primarily due to increased sales of the
final
expense product. Credit life and disability premiums decreased by $5.0 million
as a result of no new sales.
Net
investment income was $15.9 million and $16.3 million for the nine months ended
September 30, 2007 and 2006, respectively. The decrease was primarily due to
a
smaller invested asset base for the current period.
Net
operating expenses were $19.5 million and $20.4 million for the nine months
ended September 30, 2007 and 2006, respectively. The decrease was mostly
attributable to the reduction of expenses related to the credit life and
disability insurance discontinuance.
Benefits
incurred were $64.3 million and $67.7 million for the nine months ended
September 30, 2007 and 2006, respectively. The decrease is primarily the result
of decreased credit life and disability business of $1.5 million and annuities
of $1.5 million which is due to fewer annuitizations.
Amortization
of DAC and VOBA was $9.7 million and $13.0 million for the nine months ended
September 30, 2007 and 2006, respectively. Amortization expense for the credit
life and disability business decreased $3.2 million from 2006 primarily due
to
the attrition of business.
Earnings
from operations were $10.9 million and $11.7 million for the nine months ended
September 30, 2007 and 2006, respectively.
45
SAC
Holding II
Nine
Months Ended December 31, 2007 compared with the Nine Months Ended December
31,
2006
Listed
below are revenues for the major product lines at SAC Holding II for the first
nine months of fiscal 2008 and the first nine months of fiscal
2007:
Nine
Months Ended December 31,
|
||||||||
2007
(a)
|
2006
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 5,846 | $ | 7,328 | ||||
Self-storage
revenues
|
11,469 | 14,949 | ||||||
Self-moving
and self-storage products and service sales
|
10,039 | 12,496 | ||||||
Other
revenue
|
748 | 1,051 | ||||||
Segment
revenue
|
$ | 28,102 | $ | 35,824 | ||||
(a)
Activity for the seven months ended October 2007, prior to
deconsolidation
|
Revenues
in the first nine months of fiscal 2008 decreased $7.7 million, compared with
the first nine months of fiscal 2007. Total costs and expenses were $20.2
million in the first nine months of fiscal 2008, compared with $24.6 million
in
the first nine months of fiscal 2007. Earnings from operations were $7.9 million
in the first nine months of fiscal 2008, compared with $11.3 million in the
first nine months of fiscal 2007. Each of these decreases was due to the
deconsolidation of SAC Holding II effective October 31, 2007.
Liquidity
and Capital Resources
We
believe our current capital structure is one positive factor that will enable
us
to pursue our operational plans and goals, and provide us with sufficient
liquidity for the next three to five years. The majority of the obligations
currently in place mature at the end of fiscal years 2014 or 2018. As a result,
we believe that our liquidity is sufficient for our current and foreseeable
needs. However, there is no assurance that future cash flows will be sufficient
to meet our outstanding obligations or our future capital needs.
At
December 31, 2007, cash and cash equivalents totaled $203.7 million, compared
with $75.3 million on March 31, 2007. The assets of our insurance subsidiaries
are generally unavailable to fulfill the obligations of non-insurance operations
(AMERCO, U-Haul and Real Estate). As of December 31, 2007 (or as otherwise
indicated), cash and cash equivalents, other financial assets (receivables,
short-term investments, other investments, fixed maturities, and related party
assets) and obligations of each operating segment were:
Moving
& Storage
|
RepWest
(a)
|
Oxford
(a)
|
||||||||||
(Unaudited)
|
||||||||||||
(In
thousands)
|
||||||||||||
Cash
and cash equivalents
|
$ | 190,447 | $ | 6,288 | $ | 6,988 | ||||||
Other
financial assets
|
339,179 | 382,636 | 592,724 | |||||||||
Debt
obligations (b)
|
1,427,257 | - | - | |||||||||
(a)
As of September 30, 2007
|
||||||||||||
(b)
Payable to third parties
|
46
At
December 31, 2007, our Moving and Storage operations (AMERCO, U-Haul and Real
Estate) had cash available under existing credit facilities of $353.3 million,
comprised of:
December
31, 2007
|
||||
(Unaudited)
|
||||
(In
millions)
|
||||
Real
estate loan (revolving credit)
|
$ | 200.0 | ||
Construction
loan (revolving credit)
|
18.3 | |||
Working
capital loan (revolving credit)
|
35.0 | |||
Fleet
loan (revolving credit)
|
100.0 | |||
$ | 353.3 |
Additionally,
the Company had $43.0 million available in trust accounts related to the fleet
securitization transaction. These amounts are held by the trustee and are
available to the Company to purchase new box trucks, cargo vans and pickups
through March 2008.
Cash
provided by operating activities decreased $7.9 million in the first nine months
of fiscal 2008, compared with fiscal 2007. Declines in collected premiums at
Oxford combined with higher paid claims, net of reinsurance at RepWest
contributed to the overall decrease.
Net
cash
used in investing activities decreased $85.1 million in the first nine months
of
fiscal 2008, compared with fiscal 2007. Capital expenditures for rental truck
acquisitions have decreased compared with the first nine months of fiscal 2007
while sales of retired trucks have increased. Cash from the sales of real estate
was greater in the first nine months of fiscal 2008, compared with fiscal
2007.
Cash
provided by financing activities decreased $106.8 million in the first nine
months of fiscal 2008, compared with fiscal 2007. Cash used for repayment of
debt increased compared with the same period last year and the Company used
$34.0 million for the repurchase of common stock.
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 debt and lease financing. In the
future we anticipate that our internally generated funds will be used to service
the existing debt and support operations. U-Haul estimates that during each
of
the next three fiscal years the Company may reinvest in its truck and trailer
rental fleet up to approximately $350.0 million, net of equipment sales,
depending upon several factors including availability of capital and market
conditions. This investment will be funded through external lease financing,
debt financing and internally from operations. Management considers several
factors including cost and tax consequences when selecting a method to fund
capital expenditures.
Real
Estate has traditionally financed the acquisition of self-storage properties
to
support U-Haul's growth through debt financing and funds from operations and
sales. The Company is developing several existing locations for use as storage
centers. The Company is funding these development projects through construction
loans and internally generated funds and expects to invest approximately $80.0
million in new storage development over the next two years. U-Haul's growth
plan
in self-storage also includes expanding the eMove program, which does not
require significant capital.
Net
capital expenditures (purchases of property, plant and equipment less proceeds
from the sale of property, plant and equipment) were $305.2 million and $383.2
million in the first nine months of fiscal 2008 and 2007, respectively. During
the first nine months of fiscal 2008, the Company entered into $129.1 million
of
new equipment operating leases.
Moving
and Storage continues to hold significant cash and has access to additional
liquidity. Management may invest these funds in our existing operations,
expansion of our product lines or pursue external opportunities in the
self-moving and storage market place. The Company is considering terminating
its
revolving credit fleet loan with Merrill Lynch Commercial Finance Corp., see
Note 3 “Borrowings” to the “Notes to Condensed Consolidated Financial
Statements” for additional information regarding this
agreement.
47
Property
and Casualty Insurance
State
insurance regulations restrict the amount of dividends that can be paid to
stockholders of insurance companies. As a result, RepWest’s assets are generally
not available to satisfy the claims of AMERCO or its legal
subsidiaries.
Stockholder’s
equity was $148.1 million and $142.4 million at September 30, 2007 and December
31, 2006, respectively. RepWest does not use debt or equity issues to increase
capital and therefore has no direct exposure to capital market conditions other
than through its investment portfolio.
Life
Insurance
Oxford
manages its financial assets to meet policyholder and other obligations
including investment contract withdrawals. Oxford’s net withdrawals for the
first nine months ended September 30, 2007 were $35.9 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 $143.2 million and $136.4 million at September 30,
2007, and December 31, 2006, respectively. Oxford does not use debt or equity
issues to increase capital and therefore has no direct exposure to capital
market conditions other than through its investment portfolio.
Cash
Provided from Operating Activities by Operating Segments
Moving
and Storage
Cash
provided from operating activities were $305.4 million and $292.1 million in
the
first nine months of fiscal 2008 and 2007, respectively. The increase was
primarily due to a reduction in federal income tax payments.
Property
and Casualty Insurance
Cash
flows provided (used) by operating activities were ($4.9) million and $4.4
million for the nine months ended September 30, 2007 and 2006, respectively.
The
cash used by operating activities is the result of RepWest exiting its non
U-Haul lines of business and the associated paid claims activity net of
reinsurance recoveries.
RepWest’s
cash and cash equivalents and short-term investment portfolio were $72.0 million
and $71.9 million at September 30, 2007 and December 31, 2006, respectively.
This balance reflects funds in transition from maturity proceeds to long term
investments. This level of liquid assets, combined with budgeted cash flow,
is
adequate to meet periodic needs. Capital and operating budgets allow RepWest
to
schedule cash needs in accordance with investment and underwriting
proceeds.
Life
Insurance
Cash
flows provided by operating activities were $0.6 million and $12.8 million,
for
the first nine months ended September 30, 2007 and 2006, respectively. The
decrease was due to the partial repayment of an intercompany loan to AMERCO
as
well as declines in collected premiums.
In
addition to cash flows from operating activities and financing activities,
a
substantial amount of liquid funds are available through Oxford’s short-term
portfolio. At September 30, 2007 and December 31, 2006, cash and cash
equivalents and short-term investments amounted to $22.6 million and $41.4
million, respectively. Management believes that the overall sources of liquidity
will continue to meet foreseeable cash needs.
Liquidity
and Capital Resources-Summary
We
believe we have the financial resources needed to execute our business plans
and
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, stock repurchase plans and our preferred
stock dividend program.
Our
borrowing strategy is primarily
focused on asset-backed financing. As part of this strategy, we seek to ladder
maturities and hedge floating rate loans through the use of interest rate swaps.
While each of these loans typically contains provisions governing the amount
that can be borrowed in relation to specific assets, the overall structure
is
flexible with no limits on overall Company borrowings. Management feels it
has
adequate liquidity between cash and cash equivalents and unused borrowing
capacity in existing facilities to meet the current and expected needs of the
Company over the next several years. At December 31, 2007, we had cash
availability under existing credit facilities of $353.3million
along with an additional $43.0
million in trust accounts under the fleet securitization available for the
purchase of new box trucks, cargo vans and pick-ups. We believe that there
are
additional opportunities for leverage in our existing capital structure.
For a more detailed discussion of our long-term debt and borrowing
capacity, please see Note 3 “Borrowings” to the “Notes to Condensed Consolidated
Financial Statements.”
48
Disclosures
about Contractual Obligations and Commercial Commitments
Our
estimates as to future contractual obligations have not materially changed
as to
the disclosure included under the subheading “Contractual Obligations” in Part
II, Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” of our Annual Report on Form 10-K for the fiscal year
ending March 31, 2007, except for the additions of the Rental Fleet
Securitizations and draws taken on the Construction loan (see Note 3
“Borrowings” to the “Notes to Condensed Consolidated Financial
Statements”).
Off-Balance
Sheet Arrangements
The
Company uses off-balance sheet arrangements where the economics and sound
business principles warrant their use.
AMERCO
utilizes operating leases for certain rental equipment and facilities with
terms
expiring substantially through 2012, with the exception of one land lease
expiring in 2034. In the event of a shortfall in proceeds from the sales of
the
underlying rental equipment assets, AMERCO has guaranteed approximately $170.1
million of residual values at December 31, 2007 for these assets at the end
of
their respective lease terms. AMERCO has been leasing rental equipment since
1987. To date, we have not experienced residual value shortfalls related to
these leasing arrangements. Using the average cost of fleet related debt as
the
discount rate, the present value of AMERCO’s minimum lease payments and residual
value guarantees is $525.7 million at December 31, 2007.
Historically,
AMERCO used off-balance sheet arrangements in connection with the expansion
of
its self-storage business (see Note 8 “Related Party Transactions” of the “Notes
to Condensed Consolidated Financial Statements”). These
arrangements were primarily used
when the Company’s overall borrowing structure was more limited. The Company
does not face similar limitations currently and off-balance sheet arrangements
have not been utilized in our self-storage expansion in recent years. In the
future, the Company will continue to identify and consider off-balance sheet
opportunities to the extent such arrangements would be economically advantageous
to the Company and its stockholders.
The
Company currently manages the self-storage properties owned or leased by SAC
Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini pursuant to a standard
form of management agreement, under which the Company receives a management
fee
of between 4% and 10% of the gross receipts plus reimbursement for certain
expenses. The Company received management fees, exclusive of reimbursed
expenses, of $19.4 million and $17.0 million from the above mentioned entities
during the first nine months of fiscal 2008 and 2007, respectively. This
management fee is consistent with the fee received for other properties the
Company previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy
and Private Mini are substantially controlled by Blackwater. Mercury
is substantially controlled by Mark V. Shoen. James P. Shoen, a
significant shareholder and director of AMERCO, has an interest in
Mercury.
The
Company leases space for marketing company offices, vehicle repair shops and
hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy.
Total lease payments pursuant to such leases were $1.5 million and $2.0 million
for the first nine months of fiscal 2008 and 2007, respectively. The terms
of
the leases are similar to the terms of leases for other properties owned by
unrelated parties that are leased to the Company.
At
December 31, 2007, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and
Private Mini acted as U-Haul independent dealers. The financial and other terms
of the dealership contracts with the aforementioned companies and their
subsidiaries are substantially identical to the terms of those with the
Company’s other independent dealers whereby commissions are paid by the Company
based on equipment rental revenues. During the first nine months of
fiscal 2008 and 2007, the Company paid the above mentioned entities $28.7
million and $29.2 million, respectively in commissions pursuant to such
dealership contracts.
These
agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy
and
Private Mini, excluding Dealer Agreements, provided revenues of $30.2 million,
expenses of $1.5 million and cash flows of $62.5 million during the first nine
months of fiscal 2008. Revenues and commission expenses related to the Dealer
Agreements were $135.1 million and $28.7 million, respectively.
During
the first nine months of fiscal 2008, subsidiaries of the Company held various
junior unsecured notes of SAC Holdings. The Company does not have an equity
ownership interest in SAC Holdings. The Company recorded interest income of
$14.0 million and $14.6 million, and received cash interest payments of $14.9
million and $40.7 million, from SAC Holdings during the first nine months of
fiscal 2008 and 2007, respectively. The cash interest payments for the first
nine months of fiscal 2007 included a payment to significantly reduce the
outstanding interest receivable from SAC Holdings. The largest aggregate amount
of notes receivable outstanding during the first nine months of fiscal 2008
was
$203.7 million and the aggregate notes receivable balance at December 31, 2007
was $198.3 million. In accordance with the terms of these notes, SAC Holdings
may repay the notes without penalty or premium.
49
Fiscal
2009 Outlook
In
the
fourth quarter of fiscal 2008 and into fiscal 2009, we will be focused on
increasing transaction volume and improving pricing, product mix and utilization
for self-moving equipment rentals. Investing in our truck fleet is a key
initiative to reach this goal. During the first nine months of fiscal 2008,
we
have added over 17,000 new trucks. Our plans include manufacturing additional
box trucks and maintaining our pickup and cargo van fleet. This investment
is
expected to increase the number of rentable equipment days available to meet
our
customer demands and to reduce future spending on repair costs and equipment
downtime. Revenue growth in the U-Move program could continue to be adversely
impacted should we fail to execute in any of these areas.
We
are
also 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 2009. While the Company has seen increased storage revenue in fiscal
2008 due to pricing, this trend may not continue. The Company continues to
evaluate new moving and storage opportunities in the market place.
RepWest
will continue to provide loss adjusting and claims handling for U-Haul and
underwrite components of the Safemove, Safetow and Safestor protection packages
to U-Haul customers.
Oxford
is
pursuing its goals of expanding its presence in the senior market through the
sales of its Medicare supplement, life and annuity policies. As part of this
strategy, Oxford is attempting to grow its agency force and develop new product
offerings.
Cautionary
Statements Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-Q, contains “forward-looking statements” regarding
future events and our future results. We may make additional written or oral
forward-looking statements from time to time in filings with the SEC or
otherwise. We believe such forward-looking statements are within the meaning
of
the safe-harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements may include, but are not limited to, projections of revenues,
earnings or loss; estimates of capital expenditures, plans for future
operations, products or services; financing needs and plans; our perceptions
of
our legal positions and anticipated outcomes of government investigations and
pending litigation against us; liquidity; goals and strategies; plans for new
business; growth rate assumptions, pricing, costs, and access to capital and
leasing markets as well as assumptions relating to the foregoing. The words
“believe,” “expect,” “anticipate,” “estimate,” “project” and similar expressions
identify forward-looking statements, which speak only as of the date the
statement was made.
Forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Factors that could significantly affect
results include, without limitation, the risk factors set forth in the section
entitled “Item 1A. Risk Factors” contained in our Annual Report on Form 10-K for
the fiscal year ended March 31, 2007, 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 risks or uncertainties,
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
assumes no obligation to update or revise any of the forward-looking statements,
whether in response to new information, unforeseen events, changed circumstances
or otherwise.
We
are
exposed to financial market risks, including changes in interest rates and
currency exchange rates. To mitigate these risks, we may utilize derivative
financial instruments, among other strategies. We do not use derivative
financial instruments for speculative purposes.
50
Interest
rate risk
The
exposure to market risk for changes in interest rates relates primarily to
our
variable rate debt obligations. We have used interest rate swap agreements,
interest rate cap agreements and forward swaps to reduce our exposure to changes
in interest rates. The Company enters into these arrangements with
counterparties that are significant financial institutions with whom we
generally have other financial arrangements. We are exposed to credit risk
should these counterparties not be able to perform on their
obligations.
Notional
Amount
|
Fair
Value
|
Effective
Date
|
Expiration
Date
|
Fixed
Rate
|
Floating
Rate
|
|||||||
$ 101,073,374 |
(a), (b)
|
(2,942,230 | ) |
5/10/2006
|
4/10/2012
|
5.06 | % |
1
Month LIBOR
|
||||
111,231,348
|
(a), (b)
|
(4,619,027 | ) |
10/10/2006
|
10/10/2012
|
5.57 | % |
1
Month LIBOR
|
||||
36,855,796
|
(a)
|
(1,662,147 | ) |
7/10/2006
|
7/10/2013
|
5.67 | % |
1
Month LIBOR
|
||||
286,666,667
|
(a)
|
(18,867,244 | ) |
8/18/2006
|
8/10/2018
|
5.43 | % |
1
Month LIBOR
|
||||
25,000,000
|
(a)
|
(927,658 | ) |
2/12/2007
|
2/10/2014
|
5.24 | % |
1
Month LIBOR
|
||||
17,000,000
|
(a)
|
(476,345 | ) |
3/12/2007
|
3/10/2014
|
4.99 | % |
1
Month LIBOR
|
||||
17,000,000
|
(a)
|
(464,484 | ) |
3/12/2007
|
3/10/2014
|
4.99 | % |
1
Month LIBOR
|
||||
(a)
interest rate swap agreement
|
||||||||||||
(b)
forward swap
|
As
of
December 31, 2007, the Company had approximately $616.4 million of variable
rate
debt obligations. If LIBOR were to increase 100 basis points, the increase
in
interest expense on the variable rate debt would decrease future earnings and
cash flows by approximately $0.2 million annually (after consideration of the
effect of the above derivative contracts).
Additionally,
our insurance subsidiaries’ fixed income investment portfolios expose the
Company to interest rate risk. This interest rate risk is the price sensitivity
of a fixed income security to a 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 5.5% and 4.6% of our revenue
in the first nine months of fiscal 2008 and 2007, respectively, were generated
in Canada. The result of a 10.0% change in the value of the U.S. dollar relative
to the Canadian dollar would not be material. We typically do not hedge any
foreign currency risk since the exposure is not considered
material.
Item
4. Controls
and
Procedures
Attached
as exhibits to this Form 10-Q are certifications of the registrants’ Chief
Executive Officer (CEO) and Chief Accounting Officer (CAO), which are required
in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). This “Controls and Procedures” section includes
information concerning the controls and controls evaluation referred to in
the
certifications and it should be read in conjunction with the certifications
for
a more complete understanding of the topics presented in Evaluation of
Disclosure Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
The
Company’s management, with the participation of the CEO and CAO, 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
and CAO, as appropriate to allow timely decisions regarding required disclosure.
Based upon the controls evaluation, our CEO and CAO have concluded that as
of
the end of the period covered by this Form 10-Q, our Disclosure Controls were
effective.
51
Inherent
Limitations on the Effectiveness of Controls
The
Company's management, including the CEO and CAO, does not expect that our
Disclosure Controls or our internal control over financial reporting will
prevent or detect all error and all fraud. A control system, no matter how
well
designed and operated, can provide only reasonable, not absolute, assurance
that
the control system's objectives will be met. The design of a control system
must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is
based in part on certain assumptions about the likelihood of future events,
and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any evaluation
of
controls effectiveness to future periods are subject to risks. Over time,
controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with policies or procedures.
Changes
in Internal Control over Financial Reporting
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.
PART
II. OTHER INFORMATION
Item
1A. Risk Factors
In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in “Item 1A. Risk Factors” in our Annual Report
on Form 10-K for the fiscal year ended March 31, 2007, which could materially
affect the business, financial condition, cash flows or future operating results
of the Company. Additional risks and uncertainties not currently known to us
or
that we currently deem to be immaterial may materially adversely affect the
business, financial condition, cash flows and/or operating results of the
Company. The following is an update to certain risk factors since the filing
of
our Annual Report on Form 10-K for the fiscal year ended March 31,
2007.
We
bear certain risks related to our notes receivable from SAC
Holdings.
At
December 31, 2007, we held approximately $198.3 million of notes receivable
from
SAC Holdings. SAC Holdings is highly leveraged with significant indebtedness
to
others. We hold various junior unsecured notes of SAC Holdings. If SAC Holdings
is unable to meet its obligations to its senior lenders, it could trigger a
default of its obligations to us. In such an event of default, we could suffer
a
loss to the extent the value of the underlying collateral of SAC Holdings is
inadequate to repay SAC Holdings senior lenders and our junior unsecured notes.
We cannot assure you that SAC Holdings will not default on its loans to its
senior lenders or that the value of SAC Holdings assets upon liquidation would
be sufficient to repay us in full.
We
are highly leveraged.
As
of
December 31, 2007, we had total debt outstanding of $1,427.3 million. Although
we believe that additional leverage can be supported by the Company’s
operations, our existing debt could impact us in the following
ways:
·
|
require
us to allocate a considerable portion of cash flows from operations
to
debt service payments;
|
·
|
limit
our ability to obtain additional financing;
and
|
·
|
place
us at a disadvantage compared to our competitors who may have less
debt.
|
52
Our
ability to make payments on our debt depends upon our ability to maintain and
improve our operating performance and generate cash flow. To some extent, this
is subject to prevailing economic and competitive conditions and to certain
financial, business and other factors, some of which are beyond our control.
If
we are unable to generate sufficient cash flow from operations to service our
debt and meet our other cash needs, we may be forced to reduce or delay capital
expenditures, sell assets or operations, seek additional capital or restructure
or refinance our indebtedness. If we must sell our assets, it may negatively
affect our ability to generate revenue. In addition, we may incur additional
debt that would exacerbate the risks associated with our
indebtedness.
We
seek to effectively hedge against interest rate changes in our variable
debt.
In
certain instances the Company seeks to manage its exposure to interest rate
risk
through the use of hedging instruments including interest rate swap agreements,
interest rate cap agreements and forward swaps. The Company enters into these
arrangements with counterparties that are significant financial institutions
with whom we generally have other financial arrangements. We are exposed to
credit risk should these counterparties not be able to perform on their
obligations. Additionally, a failure on our part to effectively hedge against
interest rate changes may adversely affect our financial condition and results
of operations.
Our
fleet rotation program can be adversely affected by financial market
conditions.
To
meet
the needs of our customers, U-Haul maintains a large fleet of rental equipment.
Our rental truck fleet rotation program is funded internally through operations
and externally from debt and lease financing. Our ability to fund our routine
fleet rotation program could be adversely affected if financial market
conditions limit the general availability of external financing. This could
lead
to the Company operating trucks longer than initially planned or reducing the
size of the fleet, either of which could materially and negatively affect our
results of operations.
Item
2. Unregistered Sales of Equity Securities and
Use of Proceeds
On
December 5, 2007, we announced that our Board of Directors (the “Board”) had
authorized us to repurchase up to $50.0 million of our common stock. The stock
may be repurchased by the Company from time to time on the open market between
December 5, 2007 and December 31, 2008. The extent to which the Company
repurchases its shares and the timing of such purchases will depend upon market
conditions and other corporate considerations. The purchases will be funded
from
available working capital. During the third quarter of fiscal 2008, no shares
of
our common stock were repurchased.
Item
3. Defaults upon Senior Securities
Not
applicable.
Item
5. Other Information
Not
applicable.
53
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 Exhibit 99.1 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 Exhibit 99.2 to AMERCO’s Current Report on Form 8-K filed
October 20, 2003, file no. 1-11255
|
2.3
|
First
Amended Joint Plan of Reorganization of AMERCO and AMERCO Real Estate
Company
|
Incorporated
by reference to Exhibit 2.3 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 Exhibit 2.4 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 Exhibit 3.1 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 Exhibit 3.1 to AMERCO’s current 8-K filed December 5,
2007, file No. 1-11255
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and
Chairman
of the Board of AMERCO
|
Filed
herewith
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Chief Accounting
Officer
of AMERCO
|
Filed
herewith
|
32.1
|
Certificate
of Edward J. Shoen, President and Chairman of the Board of AMERCO
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
|
54
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
AMERCO
Date:
February 6,
2008
/s/ Edward J.
Shoen
Edward J. Shoen
President and Chairman of the Board
(Duly Authorized Officer)
Date:
February 6,
2008
/s/ Jason A.
Berg
Jason A. Berg
Chief Accounting Officer
(Principal Financial Officer)
55