U-Haul Holding Co /NV/ - Quarter Report: 2007 June (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
R QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the quarterly period ended June 30, 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
|
||
2-38498
|
U-Haul
International, Inc.
|
86-0663060
|
(A
Nevada Corporation)
|
||
2727
N. Central Avenue
|
||
Phoenix,
Arizona 85004
|
||
Telephone
(602) 263-6645
|
||
Indicate
by check mark whether the registrant: (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes R
No
£
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and larger accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Larger
accelerated filer £ Accelerated
filer R Non-accelerated
filer £
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £
No
R
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange
Act
of 1934 subsequent to the distribution of securities under a plan confirmed
by a
court. Yes R
No
£
20,059,314
shares of AMERCO Common Stock, $0.25 par value, were outstanding at August
1,
2007.
5,385
shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at August 1, 2007.
TABLE
OF CONTENTS
Page
No.
|
||
PART
I FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
-
32
|
||
Item
2.
|
33
- 48
|
|
Item
3.
|
49
|
|
Item
4.
|
50
|
|
PART
II OTHER INFORMATION
|
||
Item
1.
|
51
|
|
Item
1A.
|
51
|
|
Item
2.
|
51
|
|
Item
3.
|
51
|
|
Item
4.
|
51
|
|
Item
5.
|
51
|
|
Item
6.
|
52
|
PART
I FINANCIAL INFORMATION
AMERCO
AND CONSOLIDATED ENTITIES
June
30,
|
March
31,
|
||||||
2007
|
2007
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
161,629
|
$
|
75,272
|
|||
Reinsurance
recoverables and trade receivables, net
|
190,885
|
184,617
|
|||||
Notes
and mortgage receivables, net
|
2,068
|
1,669
|
|||||
Inventories,
net
|
64,998
|
67,023
|
|||||
Prepaid
expenses
|
47,423
|
52,080
|
|||||
Investments,
fixed maturities and marketable equities
|
674,036
|
681,801
|
|||||
Investments,
other
|
170,731
|
178,699
|
|||||
Deferred
policy acquisition costs, net
|
40,645
|
44,514
|
|||||
Other
assets
|
325,493
|
95,123
|
|||||
Related
party assets
|
240,056
|
245,179
|
|||||
1,917,964
|
1,625,977
|
||||||
Property,
plant and equipment, at cost:
|
|||||||
Land
|
204,704
|
202,917
|
|||||
Buildings
and improvements
|
817,433
|
802,289
|
|||||
Furniture
and equipment
|
306,502
|
301,751
|
|||||
Rental
trailers and other rental equipment
|
202,341
|
200,208
|
|||||
Rental
trucks
|
1,725,380
|
1,604,123
|
|||||
SAC
Holding II - property, plant and equipment
|
81,034
|
80,349
|
|||||
3,337,394
|
3,191,637
|
||||||
Less:
Accumulated depreciation
|
(1,301,975
|
)
|
(1,294,566
|
)
|
|||
Total
property, plant and equipment
|
2,035,419
|
1,897,071
|
|||||
Total
assets
|
$
|
3,953,383
|
$
|
3,523,048
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
267,163
|
$
|
251,197
|
|||
AMERCO's
notes and loans payable
|
1,582,793
|
1,181,165
|
|||||
SAC
Holding II notes and loans payable, non-recourse to AMERCO
|
74,545
|
74,887
|
|||||
Policy
benefits and losses, claims and loss expenses payable
|
767,246
|
768,751
|
|||||
Liabilities
from investment contracts
|
373,632
|
386,640
|
|||||
Other
policyholders' funds and liabilities
|
10,697
|
10,563
|
|||||
Deferred
income
|
16,246
|
16,478
|
|||||
Deferred
income taxes
|
113,101
|
113,170
|
|||||
Related
party liabilities
|
2,474
|
2,099
|
|||||
Total
liabilities
|
3,207,897
|
2,804,950
|
|||||
Commitments
and contingencies (notes 3, 7 and 8)
|
|||||||
Stockholders'
equity:
|
|||||||
Series
preferred stock, with or without par value, 50,000,000 shares
authorized:
|
|||||||
Series
A preferred stock, with no par value, 6,100,000 shares
authorized;
|
|||||||
6,100,000
shares issued and outstanding as of June 30 and March 31,
2007
|
-
|
-
|
|||||
Series
B preferred stock, with no par value, 100,000 shares authorized;
none
|
|||||||
issued
and outstanding as of June 30 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 June 30, 2007 and March 31,
2007
|
-
|
-
|
|||||
Common
stock of $0.25 par value, 150,000,000 shares authorized;
41,985,700
|
|||||||
issued
as of June 30, 2007 and March 31, 2007
|
10,497
|
10,497
|
|||||
Additional
paid-in capital
|
376,090
|
375,412
|
|||||
Accumulated
other comprehensive loss
|
(26,743
|
)
|
(41,779
|
)
|
|||
Retained
earnings
|
894,637
|
849,300
|
|||||
Cost
of common shares in treasury, net (21,926,386 shares as of
|
|||||||
June
30, 2007 and 21,440,387 as of March 31, 2007)
|
(501,165
|
)
|
(467,198
|
)
|
|||
Unearned
employee stock ownership plan shares
|
(7,830
|
)
|
(8,134
|
)
|
|||
Total
stockholders' equity
|
745,486
|
718,098
|
|||||
Total
liabilities and stockholders' equity
|
$
|
3,953,383
|
$
|
3,523,048
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
1
AMERCO
AND CONSOLIDATED ENTITIES
Quarter
Ended June 30,
|
||||||||||
2007
|
2006
|
|||||||||
(Unaudited)
|
||||||||||
(In
thousands, except share and per share amounts)
|
||||||||||
Revenues:
|
||||||||||
Self-moving
equipment rentals
|
$
|
396,136
|
$
|
407,234
|
||||||
Self-storage
revenues
|
32,036
|
30,431
|
||||||||
Self-moving
and self-storage products and service sales
|
68,655
|
67,451
|
||||||||
Property
management fees
|
3,947
|
3,847
|
||||||||
Life
insurance premiums
|
29,187
|
30,919
|
||||||||
Property
and casualty insurance premiums
|
5,916
|
5,382
|
||||||||
Net
investment and interest income
|
14,369
|
13,475
|
||||||||
Other
revenue
|
7,912
|
7,933
|
||||||||
Total
revenues
|
558,158
|
566,672
|
||||||||
Costs
and expenses:
|
||||||||||
Operating
expenses
|
273,331
|
261,379
|
||||||||
Commission
expenses
|
47,923
|
49,536
|
||||||||
Cost
of sales
|
34,648
|
32,316
|
||||||||
Benefits
and losses
|
29,277
|
30,606
|
||||||||
Amortization
of deferred policy acquisition costs
|
3,917
|
5,626
|
||||||||
Lease
expense
|
32,738
|
37,372
|
||||||||
Depreciation,
net of (gains) losses on disposals
|
44,265
|
39,671
|
||||||||
Total
costs and expenses
|
466,099
|
456,506
|
||||||||
Earnings
from operations
|
92,059
|
110,166
|
||||||||
Interest
expense
|
(23,771
|
)
|
(18,462
|
)
|
||||||
Pretax
earnings
|
68,288
|
91,704
|
||||||||
Income
tax expense
|
(26,536
|
)
|
(36,283
|
)
|
||||||
Net
earnings
|
41,752
|
55,421
|
||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
(3,241
|
)
|
||||||
Earnings
available to common shareholders
|
$
|
38,511
|
$
|
52,180
|
||||||
Basic
and diluted earnings per common share
|
$
|
1.93
|
$
|
2.50
|
||||||
Weighted
average common shares outstanding: Basic and diluted
|
19,937,152
|
20,897,688
|
||||||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
2
AMERCO
AND CONSOLIDATED ENTITIES
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Comprehensive
income:
|
|||||||
Net
earnings
|
$
|
41,752
|
$
|
55,421
|
|||
Other
comprehensive income (loss), net of tax:
|
|||||||
Foreign
currency translation
|
5,627
|
1,922
|
|||||
Unrealized
gain (loss) on investments, net
|
1,220
|
(2,586
|
)
|
||||
Fair
market value of cash flow hedges
|
8,189
|
1,215
|
|||||
Total
comprehensive income
|
$
|
56,788
|
$
|
55,972
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
3
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Cash
flow from operating activities:
|
|||||||
Net
earnings
|
$
|
41,752
|
$
|
55,421
|
|||
Adjustments
required to convert net earnings to the cash basis:
|
|||||||
Depreciation
|
55,233
|
40,666
|
|||||
Amortization
of deferred policy acquisition costs
|
3,917
|
5,626
|
|||||
Change
in provision for losses on trade receivables
|
166
|
(32
|
)
|
||||
Change
in provision for losses on mortgage notes
|
10
|
(10
|
)
|
||||
Change
in provision for inventory reserves
|
(190
|
)
|
-
|
||||
Net
gain on sale of real and personal property
|
(10,968
|
)
|
(995
|
)
|
|||
Net
loss on sale of investments
|
83
|
553
|
|||||
Deferred
income taxes
|
6,166
|
14,253
|
|||||
Net
change in other operating assets and liabilities:
|
|||||||
Reinsurance
recoverables and trade receivables
|
(6,075
|
)
|
17,780
|
||||
Inventories
|
2,067
|
(3,201
|
)
|
||||
Prepaid
expenses
|
12,863
|
(3,079
|
)
|
||||
Capitalization
of deferred policy acquisition costs
|
(1,315
|
)
|
(2,386
|
)
|
|||
Other
assets
|
(11,191
|
)
|
2,132
|
||||
Related
party assets
|
5,909
|
28,624
|
|||||
Accounts
payable and accrued expenses
|
11,110
|
14,561
|
|||||
Policy
benefits and losses, claims and loss expenses payable
|
(1,411
|
)
|
(14,610
|
)
|
|||
Other
policyholders' funds and liabilities
|
133
|
(1,273
|
)
|
||||
Deferred
income
|
(306
|
)
|
2,257
|
||||
Related
party liabilities
|
(826
|
)
|
(6,083
|
)
|
|||
Net
cash provided by operating activities
|
107,127
|
150,204
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of:
|
|||||||
Property,
plant and equipment
|
(224,680
|
)
|
(166,999
|
)
|
|||
Short
term investments
|
(62,247
|
)
|
(53,131
|
)
|
|||
Fixed
maturities investments
|
(12,586
|
)
|
(32,272
|
)
|
|||
Real
estate
|
(270
|
)
|
-
|
||||
Mortgage
loans
|
(2,783
|
)
|
(7,305
|
)
|
|||
Proceeds
from sale of:
|
|||||||
Property,
plant and equipment
|
54,128
|
28,692
|
|||||
Short
term investments
|
70,238
|
82,228
|
|||||
Fixed
maturities investments
|
20,475
|
21,852
|
|||||
Cash
received in excess of purchase for company acquired
|
-
|
1,233
|
|||||
Equity
securities
|
46
|
-
|
|||||
Preferred
stock
|
2,625
|
125
|
|||||
Real
estate
|
-
|
877
|
|||||
Mortgage
loans
|
2,615
|
2,086
|
|||||
Payments
from notes and mortgage receivables
|
48
|
403
|
|||||
Net
cash used by investing activities
|
(152,391
|
)
|
(122,211
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Borrowings
from credit facilities
|
445,294
|
87,376
|
|||||
Principal
repayments on credit facilities
|
(44,800
|
)
|
(8,136
|
)
|
|||
Debt
issuance costs
|
(8,880
|
)
|
(1,437
|
)
|
|||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
304
|
285
|
|||||
Treasury
stock repurchases
|
(33,966
|
)
|
-
|
||||
Securitization
deposits
|
(210,308
|
)
|
-
|
||||
Preferred
stock dividends paid
|
(3,241
|
)
|
(3,241
|
)
|
|||
Investment
contract deposits
|
4,027
|
4,251
|
|||||
Investment
contract withdrawals
|
(17,035
|
)
|
(20,843
|
)
|
|||
Net
cash provided by financing activities
|
131,395
|
58,255
|
|||||
Effects
of exchange rate on cash
|
226
|
151
|
|||||
Increase
in cash equivalents
|
86,357
|
86,399
|
|||||
Cash
and cash equivalents at the beginning of period
|
75,272
|
155,459
|
|||||
Cash
and cash equivalents at the end of period
|
$
|
161,629
|
$
|
241,858
|
|||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
4
AMERCO
AND CONSOLIDATED ENTITIES
1. Basis
of Presentation
The
first
fiscal quarter for AMERCO ends on the 30th
of June
for each year that is referenced. Our insurance company subsidiaries have a
first quarter that ends on the 31st
of March
for each year that is referenced. They have been consolidated on that basis.
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 fiscal 2008 and 2007 for AMERCO.
Accounts
denominated in non-U.S. currencies have been translated into U.S. dollars.
Certain amounts reported in previous years have been reclassified to conform
to
the current presentation.
The
consolidated financial statements for the first quarter of fiscal 2008 and
fiscal 2007, and the balance sheet as of March 31, 2007 include the accounts
of
AMERCO, its wholly-owned subsidiaries and SAC Holding II Corporation and its
subsidiaries (“SAC Holding II”).
The
condensed consolidated balance sheet as of June 30, 2007 and the related
condensed consolidated statements of operations, comprehensive income, and
cash
flow for the first quarter of 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 its wholly-owned
subsidiary
North
American Fire & Casualty Insurance Company (“NAFCIC”),
Oxford
Life Insurance Company (“Oxford”) and its wholly-owned subsidiaries
North
American Insurance Company (“NAI”)
Christian
Fidelity Life Insurance Company (“CFLIC”) and its wholly-owned
subsidiary
Dallas
General Life Insurance Company (“DGLIC”),
Unless
the context otherwise requires, the term “Company,” “we,” “us” or “our” refers
to AMERCO and all of its legal subsidiaries.
5
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Description
of Operating Segments
AMERCO
has four reportable segments. They are Moving and Storage, Property and Casualty
Insurance, Life Insurance and SAC Holding II.
Moving
and Storage operations include AMERCO, U-Haul and Real Estate and the
wholly-owned subsidiaries of U-Haul and Real Estate and consist of the rental
of
trucks and trailers, sales of moving supplies, sales of towing accessories,
sales of propane, the rental of self-storage spaces to the “do-it-yourself”
mover and management of self-storage properties owned by others. Operations
are
conducted under the registered trade name U-Haul®
throughout the United States and Canada.
Property
and Casualty Insurance includes RepWest and its wholly-owned subsidiary. RepWest
provides loss adjusting and claims handling for U-Haul through regional offices
across North America. RepWest also underwrites components of the Safemove,
Safetow and Safestor protection packages to U-Haul customers.
Life
Insurance includes Oxford and its wholly-owned subsidiaries. Oxford originates
and reinsures annuities, ordinary life and Medicare supplement insurance. Oxford
also administers the self-insured employee health and dental plans for Arizona
employees of the Company.
SAC
Holding Corporation and its subsidiaries, and SAC Holding II Corporation and
its
subsidiaries, collectively referred to as “SAC Holdings”, own self-storage
properties that are managed by U-Haul under property management agreements
and
act as independent U-Haul rental equipment dealers. AMERCO, through its
subsidiaries, has contractual interests in certain SAC Holdings’ properties
entitling AMERCO to potential future income based on the financial performance
of these properties. With respect to SAC Holding II, AMERCO is considered the
primary beneficiary of these contractual interests. Consequently, we include
the
results of SAC Holding II in the consolidated financial statements of AMERCO,
as
required by FIN 46(R).
2.
Earnings per Share
Net
earnings for purposes of computing earnings per common share are net earnings
less preferred stock dividends. Preferred stock dividends include accrued
dividends of AMERCO.
The
shares used in the computation of the Company’s basic and diluted earnings per
common share were as follows:
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
Basic
and diluted earnings per common share
|
$
|
1.93
|
$
|
2.50
|
|||
Weighted
average common shares outstanding: Basic and diluted
|
19,937,152
|
20,897,688
|
|||||
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
331,802 and 380,658 as of June 30, 2007 and June 30, 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:
June
30,
|
March
31,
|
||||||||||||
2008
Rate (a)
|
Maturities
|
2007
|
2007
|
||||||||||
(Unaudited)
|
|||||||||||||
(In
thousands)
|
|||||||||||||
Real
estate loan (amortizing term)
|
6.93
|
%
|
2018
|
$
|
292,500
|
$
|
295,000
|
||||||
Real
estate loan (revolving credit)
|
-
|
2018
|
-
|
-
|
|||||||||
Senior
mortgages
|
5.47%-5.75
|
%
|
2015
|
519,555
|
521,332
|
||||||||
Construction
loan (revolving credit)
|
6.82
|
%
|
2009
|
21,700
|
-
|
||||||||
Working
capital loan (revolving credit)
|
-
|
2008
|
-
|
-
|
|||||||||
Fleet
loans (amortizing term)
|
6.11%-7.42
|
%
|
2012-2014
|
345,444
|
364,833
|
||||||||
Fleet
loans (securitization)
|
5.40%-5.56
|
%
|
2010-2014
|
303,594
|
-
|
||||||||
Fleet
loan (revolving credit)
|
6.69
|
%
|
2011
|
100,000
|
-
|
||||||||
Total
AMERCO notes and loans payable
|
$
|
1,582,793
|
$
|
1,181,165
|
|||||||||
(a)
Interest rate as of June 30, 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. The original amount of the Real Estate Loan was $465.0
million with an original maturity date of June 10, 2010. On August 18, 2006,
the
loan was amended to increase the availability to $500.0 million and extend
the
final maturity date to August 2018. The loan is comprised of a term loan
facility with initial availability of $300.0 million and a revolving credit
facility with an availability of $200.0 million. As of June 30, 2007 the
outstanding balance on the Real Estate Loan was $292.5 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
June 30, 2007 the applicable LIBOR was 5.32% and the applicable margin was
1.50%, the sum of which was 6.82%. 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 June 30, 2007 were in the
aggregate amount of $462.9 million and are due July 2015. The senior mortgages
require average monthly principal and interest payments of $3.0 million with
the
unpaid loan balance and accrued and unpaid interest due at maturity. The senior
mortgages are secured by certain properties owned by the borrowers. The interest
rates, per the provisions of 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. 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.
U-Haul
Company of Canada is the borrower under a mortgage backed loan, which we also
classify as a senior mortgage. The loan was arranged by Merrill Lynch Canada
and
the loan balance as of June 30, 2007 was $10.3 million ($11.0 million Canadian
currency). The loan is secured by certain properties owned by the borrower.
The
loan was entered into on June 29, 2005 at a rate of 5.75%. The loan requires
monthly principal and interest payments with the unpaid loan balance and accrued
and unpaid interest due at maturity. It has a twenty-five year amortization
with
a maturity of July 1, 2015. The default provisions of the loan include
non-payment of principal or interest and other standard reporting and
change-in-control covenants. There are limited restrictions regarding our use
of
the funds.
A
subsidiary of Amerco Real Estate Company is a borrower under a mortgage backed
loan, which we also classify as a senior mortgage. The lender is Morgan Stanley
Mortgage Capital, Inc. and the loan balance as of June 30, 2007 was $23.3
million. The loan was entered into on August 17, 2005 at a rate of 5.47%. The
loan is secured by certain properties owned by the borrower. The loan requires
monthly principal and interest payments with the unpaid loan balance and accrued
and unpaid interest due at maturity. It has a twenty-five year amortization
with
a maturity of September 17, 2015. The default provisions of the loan include
non-payment of principal or interest and other standard reporting and
change-in-control covenants. There are limited restrictions regarding our use
of
the funds.
Finally,
various subsidiaries of Amerco Real Estate Company and U-Haul International,
Inc. are borrowers under a mortgage backed loan. The lender is Lehman Brothers
Bank, FSB and the loan balance as of June 30, 2007 was $23.0 million. The loan
was entered into on October 6, 2005 at a rate of 5.72%. The loan is secured
by
certain properties owned by the borrower. The loan requires monthly principal
and interest payments with the unpaid loan balance and accrued and unpaid
interest due at maturity. It has a twenty-five year amortization with a maturity
of October 11, 2015. The default provisions of the loan include non-payment
of
principal or interest and other standard reporting and change-in-control
covenants. There are limited restrictions regarding our use of the
funds.
Construction
/
Working Capital Loans
Amerco
Real Estate Company and a subsidiary of U-Haul International, Inc. entered
into
a revolving credit facility with MidFirst Bank effective June 29, 2006. The
maximum amount that can be drawn at any one time is $40.0 million. The final
maturity is June 2009. As of June 30, 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 June 30, 2007 the applicable LIBOR
was 5.32% and the applicable margin was 1.50%, the sum of which was 6.82%.
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 facility. The lender
is
JP Morgan Chase Bank, and the facility is in the amount of $20.0 million. The
loan was entered into on November 27, 2006 and is secured by certain properties
owned by the borrower. The interest rate, per the provision of the Loan
Agreement, is the applicable LIBOR plus a margin of 1.50%. The loan agreement
provides for revolving loans, subject to the terms of the loan agreement with
final maturity in November 2008, subject to a one year extension. The loan
requires monthly interest payments with the unpaid loan balance and accrued
and
unpaid interest due at maturity. The default provisions of the loan include
non-payment of principal or interest and other standard reporting and
change-in-control covenants. At June 30, 2007 the facility was fully
available.
8
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Fleet
Loans
Rental
Truck Amortizing Loans
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lender is Merrill Lynch Commercial Finance Corp.
The
Company’s outstanding balance at June 30, 2007 was $112.3 million and the final
maturity is April 2012.
The
Merrill Lynch Rental Truck Amortizing Loan requires monthly principal and
interest payments, with the unpaid loan balance and accrued and unpaid interest
due at maturity. The Merrill Lynch Rental Truck Amortizing Loan was used to
purchase new trucks. The interest rate, per the provision of the Loan Agreement,
is the applicable LIBOR plus a margin between 1.50% and 1.75%. At June 30,
2007,
the applicable LIBOR was 5.32% and the applicable margin was 1.75%, the sum
of
which was 7.07%. 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 June 30, 2007 was $126.3 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 June 30, 2007 the applicable LIBOR
was
5.32% and the applicable margin was 1.75%, the sum of which was 7.07%. 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 June 30, 2007 was $40.8 million and its
final maturity is July 2013.
The
HVB
Rental Truck Amortizing Loan requires monthly principal and interest payments,
with the unpaid loan balance and accrued and unpaid interest due at maturity.
The HVB Rental Truck Amortizing Loan was used to purchase new trucks. The
interest rate, per the provision of the Loan Agreement, is the applicable LIBOR
plus a margin between 1.25% and 1.75%. At June 30, 2007 the applicable LIBOR
was
5.32% and the applicable margin was 1.75%, the sum of which was 7.07%. 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 June 30, 2007 was $28.0 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 June 30, 2007
the
applicable LIBOR was 5.32% and the applicable margin was 1.13%, the sum of
which
was 6.45%. 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.
9
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
U-Haul
International, Inc. and several of its subsidiaries are borrowers under an
amortizing term loan. The lenders are HSBC Bank US, NA and KBC Bank, NV
(“HSBC/KBC”). The Company’s outstanding balance at June 30, 2007 was $38.0
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 June 30, 2007
the
applicable LIBOR was 5.32% and the applicable margin was 1.13%, the sum of
which
was 6.45%. The interest rate is hedged with an interest rate swap fixing the
rate at 6.11% based on the current margin. AMERCO 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.
Rental
Truck Securitizations
U-Haul
S
Fleet and its subsidiaries (collectively, “USF”) issued a $217.0 million
asset-backed note (“Boxed-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. The assets of these special
purpose entities will not be available to satisfy the claims of AMERCO’s general
creditors. U.S. Bank, NA acts as the trustee for this
securitization.
The
Boxed
Truck Note has a fixed interest rate of 5.56% with an estimated final maturity
of February 2014. At June 30, 2007 the outstanding balance was $217.0 million
of
which $72.5 million has already been used to acquire new box trucks. The note
is
securitized 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 June 30, 2007 the outstanding balance was $86.6 million
of which $34.8 million has already been used to acquire new cargo vans and
pickup trucks. The note is securitized 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 original amount that could be drawn was $150.0 million with an original
maturity date of July 2010. On March 12, 2007, the revolving credit agreement
was amended to limit the maximum amount that can be drawn to $100.0 million
and
extended the final maturity to March 2011. As of June 30, 2007, the outstanding
balance was $100.0 million.
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.
At June 30, 2007, the applicable LIBOR was 5.32% and the applicable margin
was
1.37%, the sum of which was 6.69%. The default provisions of the loan include
non-payment of principal or interest and other standard reporting and
change-in-control covenants.
10
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Annual
Maturities of AMERCO Consolidated Notes and Loans Payable
The
annual maturities of AMERCO consolidated long-term debt as of June 30, 2007
for
the next five years and thereafter is as follows:
Year
Ending June 30,
|
|||||||||||||||||||
2008
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
||||||||||||||
(Unaudited)
|
|||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Notes
payable, secured
|
$
|
111,268
|
$
|
129,791
|
$
|
165,294
|
$
|
165,155
|
$
|
118,732
|
$
|
892,553
|
|||||||
SAC
Holding II Notes and Loans Payable to Third Parties
SAC
Holding II notes and loans payable to third parties, other than AMERCO, were
as
follows:
June
30,
|
March
31,
|
||||||
2007
|
2007
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Notes
payable, secured, 7.87% interest rate, due 2027
|
$
|
74,545
|
$
|
74,887
|
|||
Secured
notes payable are secured by deeds of trusts on the collateralized land and
buildings. Principal and interest payments on notes payable to third party
lenders are due monthly in the amount of $0.6 million. Certain notes payable
contain provisions whereby the loans may not be prepaid at any time prior to
the
maturity date without payment to the lender of a Yield Maintenance Premium,
as
defined in the loan agreements.
On
March
15, 2004, the SAC entities issued $200.0 million aggregate principal amount
of
8.5% senior notes due 2014 (the “new SAC notes”). SAC Holding Corporation and
SAC Holding II Corporation are jointly and severally liable for these
obligations. The proceeds from this issuance flowed exclusively to SAC Holding
Corporation and as such SAC Holding II had recorded no liability for this.
On
August 30, 2004, SAC Holdings paid down $43.2 million on this note. On June
22,
2007, SAC Holdings repaid the balance of the new SAC notes and terminated the
related indenture. No funds from SAC Holding II were used as part of this
transaction.
Annual
Maturities of SAC Holding II Notes and Loans Payable to Third
Parties
The
annual maturities of SAC Holding II long-term debt as of June 30, 2007 for
the
next five years and thereafter is as follows:
Year
Ending June 30,
|
|||||||||||||||||||
2008
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
||||||||||||||
(Unaudited)
|
|||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||
Notes
payable, secured
|
$
|
1,469
|
$
|
1,608
|
$
|
1,740
|
$
|
1,884
|
$
|
2,037
|
$
|
65,807
|
|||||||
11
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
W.P.
Carey Transactions
In
1999,
AMERCO, U-Haul and Real Estate entered into financing agreements for the
purchase and construction of self-storage facilities with the Bank of Montreal
and Citibank (the “leases” or the “synthetic leases”). Title to the real
property subject to these leases was held by non-affiliated entities.
These
leases were amended and restated on March 15, 2004. In connection with such
amendment and restatement, we paid down approximately $31.0 million of lease
obligations and entered into leases with a three year term, with four one year
renewal options. After such pay down, our lease obligation under the amended
and
restated synthetic leases was approximately $218.5 million.
On
April
30, 2004, the amended and restated leases were terminated and the properties
underlying these leases were sold to UH Storage (DE) Limited Partnership, an
affiliate of W. P. Carey. U-Haul entered into a ten year operating lease with
W.
P. Carey (UH Storage DE) for a portion of each property (the portion of the
property that relates to U-Haul’s truck and trailer rental and moving supply
sales businesses). The remainder of each property (the portion of the property
that relates to self-storage) was leased by W. P. Carey (UH Storage DE) to
Mercury Partners, LP (“Mercury”) pursuant to a twenty year lease. These events
are referred to as the “W. P. Carey Transactions.” As a result of the W. P.
Carey Transactions, we no longer have a capital lease related to these
properties.
The
sales
price for these transactions was $298.4 million and cash proceeds were $298.9
million. The Company realized a gain on the transaction of $2.7 million, which
is being amortized over the life of the lease term.
As
part
of the W. P. Carey Transactions, U-Haul entered into agreements to manage these
properties (including the portion of the properties leased by Mercury). These
management agreements allow us to continue to operate the properties as part
of
the U-Haul moving and self-storage system.
U-Haul’s
annual lease payments under the new lease are approximately $10.0 million per
year, with Consumer Price Index (“CPI”) inflation adjustments beginning in the
sixth year of the lease. The lease term is ten years, with a renewal option
for
an additional ten years. Upon closing of the W. P. Carey Transactions, we made
a
$5.0 million security deposit.
The
property management agreement we entered into with Mercury provides that Mercury
will pay U-Haul a management fee based on gross self-storage rental revenues
generated by the properties. During the first quarter of fiscal 2008 and 2007,
U-Haul received cash payments of $2.3 million and $0.4 million, respectively
in
management fees from Mercury.
12
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
4.
Interest on Borrowings
Interest
Expense
Expenses
associated with loans outstanding were as follows:
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Interest
expense
|
$
|
22,123
|
$
|
16,557
|
|||
Capitalized
interest
|
(283
|
)
|
(42
|
)
|
|||
Amortization
of transaction costs
|
881
|
1,298
|
|||||
Interest
income resulting from derivatives
|
(453
|
)
|
(863
|
)
|
|||
Total
AMERCO interest expense
|
22,268
|
16,950
|
|||||
SAC
Holding II interest expense
|
3,231
|
3,394
|
|||||
Less:
Intercompany transactions
|
1,728
|
1,882
|
|||||
Total
SAC Holding II interest expense
|
1,503
|
1,512
|
|||||
Total
|
$
|
23,771
|
$
|
18,462
|
|||
Interest
paid in cash by AMERCO amounted to $20.1 million and $16.1 million for the
first
quarter of fiscal 2008 and 2007, respectively.
13
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
The
exposure to market risk for changes in interest rates relates primarily to
our
variable rate debt obligations. We have used interest rate swap and interest
rate cap agreements to provide for matching the gain or loss recognition on
the
hedging instrument with the recognition of the changes in the cash flows
associated with the hedged asset or liability attributable to the hedged risk
or
the earnings effect of the hedged forecasted transaction. As of June 30, 2007,
the Company had approximately $759.6 million of variable rate debt obligations.
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 a new interest rate swap contract for $300.0
million of our variable rate debt over a twelve year term effective on August
18, 2006. On May 13, 2004, the Company entered into separate interest rate
cap contracts for $200.0 million of our variable rate debt over a
two year term and for $50.0 million of our variable rate debt over a
three year term; however, these contracts were dedesignated as cash flow hedges
effective July 11, 2005 when the Real Estate Loan was paid down by $222.4
million. The $200.0 million interest rate cap contract expired on May 17, 2006
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.
The
interest rate cap agreement is no longer designated as a hedge as it was
replaced with an interest rate swap agreement when the associated debt was
replaced in fiscal 2007. Therefore all changes in the interest rate caps fair
value (including changes in the option’s time value), are recorded to earnings.
Previously the change in each caplets’ respective allocated fair value amount
was reclassified out of accumulated other comprehensive income into earnings
when each of the hedged forecasted transactions (the quarterly interest
payments) impact earnings and when interest payments are either made or
received. For the quarters ended June 30, 2007 and June 30, 2006, the Company
recorded interest income related to these cap agreements of $0.1 million and
$0.3 million, respectively. The interest income amounts consisted of $0.2
million and $0.8 million of interest expense representing the portion of the
caps in excess of the balance of related debt that impacted earnings during
the
quarters ended June 30, 2007 and 2006, respectively, net of cash received of
$0.3 million and $1.1 million, respectively.
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 quarters ended June 30, 2007 and June 30, 2006, the Company
recorded interest income related to these swap agreements of $0.5 million,
all
of which represented the ineffective component of the swaps that impacted
earnings during the period.
Interest
Rates
Interest
rates and Company borrowings were as follows:
Revolving
Credit Activity
|
|||||||
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except interest rates)
|
|||||||
Weighted
average interest rate during the quarter
|
6.72
|
%
|
6.74
|
%
|
|||
Interest
rate at the end of the quarter
|
6.71
|
%
|
6.92
|
%
|
|||
Maximum
amount outstanding during the quarter
|
$
|
138,700
|
$
|
90,000
|
|||
Average
amount outstanding during the quarter
|
$
|
101,269
|
$
|
90,000
|
|||
Facility
fees
|
$
|
69
|
$
|
57
|
14
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
5.
Stockholders Equity
On
September 13, 2006, 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
September 13, 2006 and October 31, 2007. On March 9, 2007, the Board authorized
an increase in the Company’s common stock repurchase program to a total
aggregate amount, net of brokerage commissions, of $115.0 million (which amount
is inclusive of the $50.0 million common stock repurchase program approved
by
the Board in 2006). As with the original program, the Company may repurchase
stock from time to time on the open market until October 31, 2007. 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 first quarter of
fiscal 2008, we repurchased 485,999 shares.
The
repurchases made by the Company were as follows:
Period
|
Total
# of Shares Repurchased
|
Average
Price Paid per Share (1)
|
Total
# of Shares Repurchased as Part of Publicly Announced
Plan
|
Total
$ of Shares Repurchased as Part of Publicly Announced
Plan
|
Maximum
$ of Shares That May Yet be Repurchased Under the
Plan
|
|||||||||||
April
1 - 30, 2007
|
196,232
|
$
|
69.94
|
196,232
|
$
|
13,723,504
|
$ |
52,170,394
|
||||||||
May
1 - 31, 2007
|
218,090
|
69.85
|
218,090
|
15,234,536
|
36,935,858
|
|||||||||||
June
1 - 30, 2007
|
71,677
|
69.87
|
71,677
|
5,008,018
|
31,927,840
|
|||||||||||
First
Quarter Total
|
485,999
|
$
|
69.89
|
485,999
|
$
|
33,966,058
|
||||||||||
Cumulative Plan Total
|
1,225,290
|
$
|
67.80
|
1,225,290
|
$
|
83,072,160
|
6.
Comprehensive Income (Loss)
A
summary
of accumulated other comprehensive income (loss) components, net of tax, were
as
follows:
Foreign
Currency Translation
|
Unrealized
Gain (Loss) on Investments
|
Fair
Market Value of Cash Flow Hedge
|
Adjustment
to initially apply FASB Statement No. 158
|
Accumulated
Other Comprehensive Income (Loss)
|
||||||||||||
(Unaudited)
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||
Balance
at March 31, 2007
|
$
|
(36,166
|
)
|
$
|
(355
|
)
|
$
|
(5,105
|
)
|
$
|
(153
|
)
|
$
|
(41,779
|
)
|
|
Foreign
currency translation
|
5,627
|
-
|
-
|
-
|
5,627
|
|||||||||||
Unrealized
gain on investments
|
-
|
1,220
|
-
|
-
|
1,220
|
|||||||||||
Change
in fair market value of cash flow hedge
|
-
|
-
|
8,189
|
-
|
8,189
|
|||||||||||
Balance
at June 30, 2007
|
$
|
(30,539
|
)
|
$
|
865
|
$
|
3,084
|
$
|
(153
|
)
|
$
|
(26,743
|
)
|
|||
15
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
7.
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 June
30,
2007, AMERCO has guaranteed $172.3 million of residual values for these rental
equipment assets at the end of the respective lease terms. Certain leases
contain renewal and fair market value purchase options as well as mileage and
other restrictions. At the expiration of the lease, the Company has the option
to renew the lease, purchase the asset for fair market value, or sell the asset
to a third party on behalf of the lessor. AMERCO has been leasing equipment
since 1987 and has experienced no material losses related to these types of
residual rate guarantee.
Lease
commitments for leases having terms of more than one year were as
follows:
Property,
Plant
and
Equipment
|
Rental
Equipment
|
Total
|
||||||||
(Unaudited)
|
||||||||||
(In
thousands)
|
||||||||||
Year-ended
June 30:
|
||||||||||
2008
|
$
|
12,453
|
$
|
112,435
|
$
|
124,888
|
||||
2009
|
12,212
|
97,109
|
109,321
|
|||||||
2010
|
11,786
|
82,733
|
94,519
|
|||||||
2011
|
11,641
|
63,595
|
75,236
|
|||||||
2012
|
11,159
|
47,658
|
58,817
|
|||||||
Thereafter
|
25,236
|
47,757
|
72,993
|
|||||||
Total
|
$
|
84,487
|
$
|
451,287
|
$
|
535,774
|
||||
16
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
8.
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. In reaching its decision to dismiss these
claims, the court determined that the AMERCO Board of Directors had the
requisite level of independence required in order to have these claims resolved
by the Board. The court consolidated all five complaints before dismissing
them
on May 28, 2003. Plaintiffs appealed and, on July 13, 2006, the Nevada Supreme
Court reviewed and remanded the claim to the trial court for proceedings
consistent with its ruling, allowing the plaintiffs to file an amended complaint
and plead in addition to substantive claims, demand futility. On November 8,
2006, the nominal plaintiffs filed an Amended Complaint. On December 22, 2006,
the defendants filed Motions to Dismiss. Briefing 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.
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 $7.7 million in total through 2011 to remediate these
properties.
Other
The
Company is named as a defendant in various other litigation and claims arising
out of the normal course of business. In management’s opinion none of these
other matters will have a material effect on the Company’s financial condition
and ongoing results of operations.
17
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
9.
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 past 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 quarter 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 Investments, Inc. (“Blackwater”),
wholly-owned by Mark V. Shoen, a significant shareholder and executive officer
of AMERCO. The Company does not have an equity ownership interest in SAC
Holdings. The Company recorded interest income of $4.6 million and $5.3 million,
and received cash interest payments of $4.6 million and $34.2 million, from
SAC
Holdings during the first quarter of fiscal 2008 and 2007, respectively. The
cash interest payments for the first quarter 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
quarter of fiscal 2008 and the aggregate notes receivable balance at June 30,
2007 was $203.7 million, of which $75.1 million is with SAC Holding II and
has
been eliminated in the consolidating financial statements. 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 $142.3 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 is paid on the same monthly date as the
fixed portion of basic interest. To the extent that the cash flow-based
calculation is less than the amount of remaining basic interest, the additional
interest payable on the applicable monthly date is limited to the amount of
that
cash flow-based calculation. In such a case, the excess of the remaining basic
interest over the cash flow-based calculation is deferred. In addition, subject
to certain contingencies, the junior notes provide that the holder of the note
is entitled to receive a portion of the appreciation realized upon, among other
things, the sale of such property by SAC Holdings. To date, no excess cash
flows
related to these arrangements have been earned or paid.
During
the first quarter of fiscal 2008, AMERCO and U-Haul held various junior notes
with Private Mini Storage Realty (“Private Mini”). The equity interests of
Private Mini are ultimately controlled by Blackwater. The Company recorded
interest income of $1.2 million during the first quarter of both fiscal 2008
and
2007, and received cash interest payments of $1.3 million and $1.2 million,
from
Private Mini during the first quarter of fiscal 2008 and 2007, respectively.
The
balance of notes receivable from Private Mini at June 30, 2007 was $69.8
million. The largest aggregate amount outstanding during fiscal 2008 was $70.1
million.
18
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, 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 $10.1 million and $4.4 million from the above mentioned entities
during the first quarter 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 $0.6 million and $0.7 million
in first quarter 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
June
30, 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. During the first quarter of fiscal 2008 and 2007,
the
Company paid the above mentioned entities $9.8 million and $10.1 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 $10.0 million,
expenses of $0.6 million and cash flows of $13.4 million during the first
quarter of fiscal 2008. Revenues and commission expenses related to the Dealer
Agreements were $46.2 million and $9.8 million, respectively.
In
prior
years, U-Haul sold various properties to SAC Holding Corporation at prices
in
excess of U-Haul’s carrying values resulting in gains which U-Haul deferred and
treated as additional paid-in capital. The transferred properties have
historically been stated at the original cost basis as the gains were eliminated
in consolidation. In March 2004, these deferred gains were recognized and
treated as contributions from a related party in the amount of $111.0 million
as
a result of the deconsolidation of SAC Holding Corporation.
Independent
fleet owners own approximately 1.7% of all U-Haul rental trailers. There are
approximately 280 independent fleet owners, including certain officers,
directors, employees and stockholders of AMERCO. Such AMERCO officers,
directors, employees and stockholders owned less than 1.0% of all U-Haul rental
trailers during the first quarter of fiscal 2008 and 2007, respectively.
Payments to these individuals under this program are de minimis (less than
one
thousand dollars per quarter, per person). All rental equipment is operated
under contract with U-Haul whereby U-Haul administers the operations and
marketing of such equipment and in return receives a percentage of rental fees
paid by customers. Based on the terms of various contracts, rental fees are
distributed to U-Haul (for services as operators), to the fleet owners
(including certain subsidiaries and related parties of U-Haul) and to rental
dealers (including Company operated U-Haul Centers).
19
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Related
Party Assets
June
30,
|
March
31,
|
||||||
2007
|
2007
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Private
Mini notes, receivables and interest
|
$
|
71,670
|
$
|
71,785
|
|||
Oxford
note receivable from SAC Holding Corporation (a)
|
5,040
|
5,040
|
|||||
U-Haul
notes receivable from SAC Holding Coporation
|
123,578
|
123,578
|
|||||
U-Haul
interest receivable from SAC Holding Corporation
|
23,803
|
23,361
|
|||||
U-Haul
receivable from SAC Holding Corporation
|
12,969
|
16,596
|
|||||
U-Haul
receivable from Mercury
|
2,253
|
4,278
|
|||||
Other
|
743
|
541
|
|||||
$
|
240,056
|
$
|
245,179
|
||||
(a)
SAC Holding Corporation repaid this note in full April 13,
2007.
|
Related
Party Liabilities
June
30,
|
March
31,
|
||||||
2007
|
2007
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
SAC
Holding II payable to affiliate
|
$
|
2,474
|
$
|
2,099
|
|||
20
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
10.
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.
This
section includes condensed consolidating financial information which presents
the condensed consolidating balance sheets as of June 30, 2007 and March 31,
2007 and the related condensed consolidating statements of operations and
condensed consolidating cash flow statements for the first quarter of fiscal
2008 and 2007 for:
(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
subsidiary
|
(c)
|
Life
Insurance, comprised of Oxford and its wholly-owned
subsidiaries
|
(d)
|
SAC
Holding II and its subsidiaries
|
The
information includes elimination entries necessary to consolidate AMERCO, the
parent, with its subsidiaries and SAC Holding II and its
subsidiaries.
Investments
in subsidiaries are accounted for by the parent using the equity method of
accounting.
21
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
10. Financial
Information by Consolidating Industry Segment:
Consolidating
balance sheets by industry segment as of June 30, 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
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$
|
31
|
$
|
153,619
|
$
|
23
|
$
|
-
|
$
|
153,673
|
$
|
1,298
|
$
|
6,658
|
$
|
-
|
$
|
161,629
|
$
|
-
|
$
|
-
|
$
|
161,629
|
||||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
-
|
24,355
|
31
|
-
|
24,386
|
154,308
|
12,191
|
-
|
190,885
|
-
|
-
|
190,885
|
||||||||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
-
|
1,202
|
866
|
-
|
2,068
|
-
|
-
|
-
|
2,068
|
-
|
-
|
2,068
|
||||||||||||||||||||||||||||||||||
Inventories,
net
|
-
|
63,682
|
-
|
-
|
63,682
|
-
|
-
|
-
|
63,682
|
1,316
|
-
|
64,998
|
||||||||||||||||||||||||||||||||||
Prepaid
expenses
|
-
|
47,233
|
67
|
-
|
47,300
|
-
|
-
|
-
|
47,300
|
123
|
-
|
47,423
|
||||||||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
-
|
-
|
-
|
-
|
-
|
154,146
|
519,890
|
-
|
674,036
|
-
|
-
|
674,036
|
||||||||||||||||||||||||||||||||||
Investments,
other
|
-
|
1,119
|
10,735
|
-
|
11,854
|
75,076
|
83,801
|
-
|
170,731
|
-
|
-
|
170,731
|
||||||||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
-
|
-
|
-
|
-
|
-
|
177
|
40,468
|
-
|
40,645
|
-
|
-
|
40,645
|
||||||||||||||||||||||||||||||||||
Other
assets
|
7
|
275,488
|
42,196
|
-
|
317,691
|
1,976
|
847
|
-
|
320,514
|
4,979
|
-
|
325,493
|
||||||||||||||||||||||||||||||||||
Related
party assets
|
1,173,630
|
245,234
|
12,700
|
(1,106,084
|
)
|
(d
|
)
|
325,480
|
9,850
|
5,040
|
(20,162
|
)
|
(d
|
)
|
320,208
|
-
|
(80,152
|
)
|
(d
|
)
|
240,056
|
|||||||||||||||||||||||||
1,173,668
|
811,932
|
66,618
|
(1,106,084
|
)
|
946,134
|
396,831
|
668,895
|
(20,162
|
)
|
1,991,698
|
6,418
|
(80,152
|
)
|
1,917,964
|
||||||||||||||||||||||||||||||||
Investment
in subsidiaries
|
(191,909
|
)
|
-
|
-
|
473,911
|
(c
|
)
|
282,002
|
-
|
-
|
(282,002
|
)
|
(c
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Investment
in SAC Holding II
|
(8,944
|
)
|
-
|
-
|
-
|
(8,944
|
)
|
-
|
-
|
-
|
(8,944
|
)
|
-
|
8,944
|
(c
|
)
|
-
|
|||||||||||||||||||||||||||||
Total
investment in subsidiaries and SAC Holding II
|
(200,853
|
)
|
-
|
-
|
473,911
|
273,058
|
-
|
-
|
(282,002
|
)
|
(8,944
|
)
|
-
|
8,944
|
-
|
|||||||||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||||||||||
Land
|
-
|
41,655
|
163,049
|
-
|
204,704
|
-
|
-
|
-
|
204,704
|
-
|
-
|
204,704
|
||||||||||||||||||||||||||||||||||
Buildings
and improvements
|
-
|
116,336
|
701,097
|
-
|
817,433
|
-
|
-
|
-
|
817,433
|
-
|
-
|
817,433
|
||||||||||||||||||||||||||||||||||
Furniture
and equipment
|
4,612
|
283,841
|
18,049
|
-
|
306,502
|
-
|
-
|
-
|
306,502
|
-
|
-
|
306,502
|
||||||||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
-
|
202,341
|
-
|
-
|
202,341
|
-
|
-
|
-
|
202,341
|
-
|
-
|
202,341
|
||||||||||||||||||||||||||||||||||
Rental
trucks
|
-
|
1,725,380
|
-
|
-
|
1,725,380
|
-
|
-
|
-
|
1,725,380
|
-
|
-
|
1,725,380
|
||||||||||||||||||||||||||||||||||
SAC
Holding II - property, plant and equipment (b)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
155,246
|
(74,212
|
)
|
(e
|
)
|
81,034
|
|||||||||||||||||||||||||||||||
4,612
|
2,369,553
|
882,195
|
-
|
3,256,360
|
-
|
-
|
-
|
3,256,360
|
155,246
|
(74,212
|
)
|
3,337,394
|
||||||||||||||||||||||||||||||||||
Less:
Accumulated depreciation
|
(801
|
)
|
(999,111
|
)
|
(299,220
|
)
|
-
|
(1,299,132
|
)
|
-
|
-
|
-
|
(1,299,132
|
)
|
(13,208
|
)
|
10,365
|
(e
|
)
|
(1,301,975
|
)
|
|||||||||||||||||||||||||
Total
property, plant and equipment
|
3,811
|
1,370,442
|
582,975
|
-
|
1,957,228
|
-
|
-
|
-
|
1,957,228
|
142,038
|
(63,847
|
)
|
2,035,419
|
|||||||||||||||||||||||||||||||||
Total
assets
|
$
|
976,626
|
$
|
2,182,374
|
$
|
649,593
|
$
|
(632,173
|
)
|
$
|
3,176,420
|
$
|
396,831
|
$
|
668,895
|
$
|
(302,164
|
)
|
$
|
3,939,982
|
$
|
148,456
|
$
|
(135,055
|
)
|
$
|
3,953,383
|
|||||||||||||||||||
(a)
Balances as of March 31, 2007
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Included in this caption is land of $57,169, buildings and improvements
of
$97,443, and furniture and equipment of $634
|
||||||||||||||||||||||||||||||||||||||||||||||
(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
|
22
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Consolidating
balance sheets by industry segment as of June 30, 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
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$
|
1,585
|
$
|
254,023
|
$
|
5,065
|
$
|
-
|
$
|
260,673
|
$
|
-
|
$
|
5,058
|
$
|
-
|
$
|
265,731
|
$
|
1,432
|
$
|
-
|
$
|
267,163
|
||||||||||||||||||||||
AMERCO's
notes and loans payable
|
-
|
797,415
|
785,378
|
-
|
1,582,793
|
-
|
-
|
-
|
1,582,793
|
-
|
-
|
1,582,793
|
||||||||||||||||||||||||||||||||||
SAC
Holding II notes and loans payable,
non-recourse to AMERCO
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
74,545
|
-
|
74,545
|
||||||||||||||||||||||||||||||||||
Policy
benefits and losses, claims
and loss expenses payable
|
-
|
341,692
|
-
|
-
|
341,692
|
281,623
|
143,931
|
-
|
767,246
|
-
|
-
|
767,246
|
||||||||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
-
|
-
|
-
|
-
|
-
|
-
|
373,632
|
-
|
373,632
|
-
|
-
|
373,632
|
||||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
7,845
|
2,852
|
-
|
10,697
|
-
|
-
|
10,697
|
||||||||||||||||||||||||||||||||||
Deferred
income
|
-
|
15,388
|
-
|
-
|
15,388
|
-
|
-
|
-
|
15,388
|
858
|
-
|
16,246
|
||||||||||||||||||||||||||||||||||
Deferred
income taxes
|
184,596
|
-
|
-
|
-
|
184,596
|
(39,949
|
)
|
(2,767
|
)
|
-
|
141,880
|
(2,061
|
)
|
(26,718
|
)
|
(d
|
)
|
113,101
|
||||||||||||||||||||||||||||
Related
party liabilities
|
-
|
1,074,877
|
39,870
|
(1,106,084
|
)
|
(c
|
)
|
8,663
|
3,056
|
8,443
|
(20,162
|
)
|
(c
|
)
|
-
|
82,626
|
(80,152
|
)
|
(c
|
)
|
2,474
|
|||||||||||||||||||||||||
Total
liabilities
|
186,181
|
2,483,395
|
830,313
|
(1,106,084
|
)
|
2,393,805
|
252,575
|
531,149
|
(20,162
|
)
|
3,157,367
|
157,400
|
(106,870
|
)
|
3,207,897
|
|||||||||||||||||||||||||||||||
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
|
422,161
|
121,230
|
147,481
|
(268,711
|
)
|
(b
|
)
|
422,161
|
86,121
|
26,271
|
(112,392
|
)
|
(b
|
)
|
422,161
|
-
|
(46,071
|
)
|
(d
|
)
|
376,090
|
|||||||||||||||||||||||||
Additional
paid-in capital - SAC Holding II
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,492
|
(4,492
|
)
|
(b
|
)
|
-
|
|||||||||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(26,743
|
)
|
(27,608
|
)
|
-
|
27,608
|
(b
|
)
|
(26,743
|
)
|
145
|
719
|
(864
|
)
|
(b
|
)
|
(26,743
|
)
|
-
|
-
|
(26,743
|
)
|
||||||||||||||||||||||||
Retained
earnings (deficit)
|
885,695
|
(387,353
|
)
|
(328,202
|
)
|
715,555
|
(b
|
)
|
885,695
|
54,690
|
108,256
|
(162,946
|
)
|
(b
|
)
|
885,695
|
(13,436
|
)
|
22,378
|
(b,d
|
)
|
894,637
|
||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(501,165
|
)
|
-
|
-
|
-
|
(501,165
|
)
|
-
|
-
|
-
|
(501,165
|
)
|
-
|
-
|
(501,165
|
)
|
||||||||||||||||||||||||||||||
Unearned
employee stock ownership plan shares
|
-
|
(7,830
|
)
|
-
|
-
|
(7,830
|
)
|
-
|
-
|
-
|
(7,830
|
)
|
-
|
-
|
(7,830
|
)
|
||||||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
790,445
|
(301,021
|
)
|
(180,720
|
)
|
473,911
|
782,615
|
144,256
|
137,746
|
(282,002
|
)
|
782,615
|
(8,944
|
)
|
(28,185
|
)
|
745,486
|
|||||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$
|
976,626
|
$
|
2,182,374
|
$
|
649,593
|
$
|
(632,173
|
)
|
$
|
3,176,420
|
$
|
396,831
|
$
|
668,895
|
$
|
(302,164
|
)
|
$
|
3,939,982
|
$
|
148,456
|
$
|
(135,055
|
)
|
$
|
3,953,383
|
|||||||||||||||||||
(a)
Balances as of March 31, 2007
|
||||||||||||||||||||||||||||||||||||||||||||||
(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
|
23
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
|
24
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 II
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,492
|
(4,492
|
)
|
(b
|
)
|
-
|
|||||||||||||||||||||||||||||||
Accumulated
other comprehensive 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
|
25
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Consolidating
statement of operations by industry segment for the quarter ending June 30,
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
|
||||||||||||||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
396,136
|
$
|
-
|
$
|
-
|
$
|
396,136
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
396,136
|
$
|
2,423
|
$
|
(2,423
|
)
|
(b
|
)
|
$396,136
|
|||||||||||||||||||||||
Self-storage
revenues
|
-
|
26,624
|
420
|
-
|
27,044
|
-
|
-
|
-
|
27,044
|
4,992
|
-
|
32,036
|
|||||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
64,003
|
-
|
-
|
64,003
|
-
|
-
|
-
|
64,003
|
4,652
|
-
|
68,655
|
|||||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
4,686
|
-
|
-
|
4,686
|
-
|
-
|
-
|
4,686
|
-
|
(739
|
)
|
(g
|
)
|
3,947
|
||||||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
29,187
|
-
|
29,187
|
-
|
-
|
29,187
|
|||||||||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
5,916
|
-
|
-
|
5,916
|
-
|
-
|
5,916
|
|||||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
1,186
|
6,408
|
-
|
-
|
7,594
|
3,100
|
5,854
|
(451
|
)
|
(b,d
|
)
|
16,097
|
-
|
(1,728
|
)
|
(d
|
)
|
14,369
|
|||||||||||||||||||||||||||||||
Other
revenue
|
-
|
8,180
|
17,066
|
(18,493
|
)
|
(b
|
)
|
6,753
|
-
|
1,142
|
(128
|
)
|
(b
|
)
|
7,767
|
322
|
(177
|
)
|
(b
|
)
|
7,912
|
||||||||||||||||||||||||||||
Total
revenues
|
1,186
|
506,037
|
17,486
|
(18,493
|
)
|
506,216
|
9,016
|
36,183
|
(579
|
)
|
550,836
|
12,389
|
(5,067
|
)
|
558,158
|
||||||||||||||||||||||||||||||||||
Costs
and expenses:
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
3,650
|
273,221
|
2,834
|
(18,493
|
)
|
(b
|
)
|
261,212
|
2,762
|
6,372
|
(2,121
|
)
|
(b,c,d
|
)
|
268,225
|
5,845
|
(739
|
)
|
(g
|
)
|
273,331
|
||||||||||||||||||||||||||||
Commission
expenses
|
-
|
50,346
|
-
|
-
|
50,346
|
-
|
-
|
-
|
50,346
|
-
|
(2,423
|
)
|
(b
|
)
|
47,923
|
||||||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
32,426
|
-
|
-
|
32,426
|
-
|
-
|
-
|
32,426
|
2,222
|
-
|
34,648
|
|||||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
3,797
|
23,718
|
1,762
|
(c
|
)
|
29,277
|
-
|
-
|
29,277
|
|||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
141
|
3,776
|
-
|
3,917
|
-
|
-
|
3,917
|
|||||||||||||||||||||||||||||||||||||
Lease
expense
|
26
|
33,084
|
25
|
-
|
33,135
|
-
|
-
|
(220
|
)
|
(b
|
)
|
32,915
|
-
|
(177
|
)
|
(b
|
)
|
32,738
|
|||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
174
|
51,003
|
(7,339
|
)
|
-
|
43,838
|
-
|
-
|
-
|
43,838
|
567
|
(140
|
)
|
(e
|
)
|
44,265
|
|||||||||||||||||||||||||||||||||
Total
costs and expenses
|
3,850
|
440,080
|
(4,480
|
)
|
(18,493
|
)
|
420,957
|
6,700
|
33,866
|
(579
|
)
|
460,944
|
8,634
|
(3,479
|
)
|
466,099
|
|||||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
29,909
|
-
|
-
|
(26,988
|
)
|
(f
|
)
|
2,921
|
-
|
-
|
(2,921
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
312
|
-
|
-
|
-
|
312
|
-
|
-
|
-
|
312
|
-
|
(312
|
)
|
(f
|
)
|
-
|
||||||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
30,221
|
-
|
-
|
(26,988
|
)
|
3,233
|
-
|
-
|
(2,921
|
)
|
312
|
-
|
(312
|
)
|
-
|
||||||||||||||||||||||||||||||||||
Earnings
from operations
|
27,557
|
65,957
|
21,966
|
(26,988
|
)
|
88,492
|
2,316
|
2,317
|
(2,921
|
)
|
90,204
|
3,755
|
(1,900
|
)
|
92,059
|
||||||||||||||||||||||||||||||||||
Interest
income (expense)
|
21,265
|
(30,636
|
)
|
(12,897
|
)
|
-
|
(22,268
|
)
|
-
|
-
|
-
|
(22,268
|
)
|
(3,231
|
)
|
1,728
|
(d
|
)
|
(23,771)
|
||||||||||||||||||||||||||||||
Pretax
earnings
|
48,822
|
35,321
|
9,069
|
(26,988
|
)
|
66,224
|
2,316
|
2,317
|
(2,921
|
)
|
67,936
|
524
|
(172
|
)
|
68,288
|
||||||||||||||||||||||||||||||||||
Income
tax expense
|
(7,157
|
)
|
(13,787
|
)
|
(3,615
|
)
|
-
|
(24,559
|
)
|
(811
|
)
|
(901
|
)
|
-
|
(26,271
|
)
|
(212
|
)
|
(53
|
)
|
(e
|
)
|
(26,536)
|
||||||||||||||||||||||||||
Net
earnings
|
41,665
|
21,534
|
5,454
|
(26,988
|
)
|
41,665
|
1,505
|
1,416
|
(2,921
|
)
|
41,665
|
312
|
(225
|
)
|
41,752
|
||||||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241)
|
||||||||||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$
|
38,424
|
$
|
21,534
|
$
|
5,454
|
$
|
(26,988
|
)
|
$
|
38,424
|
$
|
1,505
|
$
|
1,416
|
$
|
(2,921
|
)
|
$
|
38,424
|
$
|
312
|
$
|
(225
|
)
|
$38,511
|
|||||||||||||||||||||||
(a)
Balances for the quarter ended March 31, 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
|
26
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Consolidating
statements of operations by industry for the quarter ended June 30, 2006 are
as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$
|
-
|
$
|
407,234
|
$
|
-
|
$
|
-
|
$
|
407,234
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
407,234
|
$
|
2,556
|
$
|
(2,556
|
)
|
(b
|
)
|
$
|
407,234
|
|||||||||||||||||||
Self-storage
revenues
|
-
|
25,179
|
410
|
-
|
25,589
|
-
|
-
|
-
|
25,589
|
4,842
|
-
|
30,431
|
||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
-
|
62,699
|
-
|
-
|
62,699
|
-
|
-
|
-
|
62,699
|
4,752
|
-
|
67,451
|
||||||||||||||||||||||||||||||||||
Property
management fees
|
-
|
4,596
|
-
|
-
|
4,596
|
-
|
-
|
-
|
4,596
|
-
|
(749
|
)
|
(g
|
)
|
3,847
|
|||||||||||||||||||||||||||||||
Life
insurance premiums
|
-
|
-
|
-
|
-
|
-
|
-
|
31,317
|
(398
|
)
|
(c
|
)
|
30,919
|
-
|
-
|
30,919
|
|||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
-
|
-
|
-
|
-
|
-
|
5,382
|
-
|
-
|
5,382
|
-
|
-
|
5,382
|
||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
1,220
|
6,568
|
-
|
-
|
7,788
|
2,686
|
5,506
|
(623
|
)
|
(b,d
|
)
|
15,357
|
-
|
(1,882
|
)
|
(d
|
)
|
13,475
|
||||||||||||||||||||||||||||
Other
revenue
|
30
|
8,127
|
16,823
|
(18,248
|
)
|
(b
|
)
|
6,732
|
-
|
1,314
|
(265
|
)
|
(b
|
)
|
7,781
|
329
|
(177
|
)
|
(b
|
)
|
7,933
|
|||||||||||||||||||||||||
Total
revenues
|
1,250
|
514,403
|
17,233
|
(18,248
|
)
|
514,638
|
8,068
|
38,137
|
(1,286
|
)
|
559,557
|
12,479
|
(5,364
|
)
|
566,672
|
|||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
4,565
|
262,807
|
2,013
|
(18,248
|
)
|
(b
|
)
|
251,137
|
1,563
|
6,749
|
(2,922
|
)
|
(b,c,d
|
)
|
256,527
|
5,601
|
(749
|
)
|
(g
|
)
|
261,379
|
|||||||||||||||||||||||||
Commission
expenses
|
-
|
52,092
|
-
|
-
|
52,092
|
-
|
-
|
-
|
52,092
|
-
|
(2,556
|
)
|
(b
|
)
|
49,536
|
|||||||||||||||||||||||||||||||
Cost
of sales
|
-
|
30,229
|
-
|
-
|
30,229
|
-
|
-
|
-
|
30,229
|
2,087
|
-
|
32,316
|
||||||||||||||||||||||||||||||||||
Benefits
and losses
|
-
|
-
|
-
|
-
|
-
|
4,182
|
24,433
|
1,991
|
(c
|
)
|
30,606
|
-
|
-
|
30,606
|
||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
622
|
5,004
|
-
|
5,626
|
-
|
-
|
5,626
|
||||||||||||||||||||||||||||||||||
Lease
expense
|
19
|
37,868
|
17
|
-
|
37,904
|
-
|
-
|
(355
|
)
|
(b
|
)
|
37,549
|
-
|
(177
|
)
|
(b
|
)
|
37,372
|
||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
62
|
37,273
|
1,808
|
-
|
39,143
|
-
|
-
|
-
|
39,143
|
668
|
(140
|
)
|
(e
|
)
|
39,671
|
|||||||||||||||||||||||||||||||
Total
costs and expenses
|
4,646
|
420,269
|
3,838
|
(18,248
|
)
|
410,505
|
6,367
|
36,186
|
(1,286
|
)
|
451,772
|
8,356
|
(3,622
|
)
|
456,506
|
|||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
43,048
|
-
|
-
|
(40,697
|
)
|
(f
|
)
|
2,351
|
-
|
-
|
(2,351
|
)
|
(f
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
437
|
-
|
-
|
-
|
437
|
-
|
-
|
-
|
437
|
-
|
(437
|
)
|
(f
|
)
|
-
|
|||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
43,485
|
-
|
-
|
(40,697
|
)
|
2,788
|
-
|
-
|
(2,351
|
)
|
437
|
-
|
(437
|
)
|
-
|
|||||||||||||||||||||||||||||||
Earnings
from operations
|
40,089
|
94,134
|
13,395
|
(40,697
|
)
|
106,921
|
1,701
|
1,951
|
(2,351
|
)
|
108,222
|
4,123
|
(2,179
|
)
|
110,166
|
|||||||||||||||||||||||||||||||
Interest
income (expense)
|
22,121
|
(26,841
|
)
|
(12,230
|
)
|
-
|
(16,950
|
)
|
-
|
-
|
-
|
(16,950
|
)
|
(3,394
|
)
|
1,882
|
(d
|
)
|
(18,462
|
)
|
||||||||||||||||||||||||||
Pretax
earnings
|
62,210
|
67,293
|
1,165
|
(40,697
|
)
|
89,971
|
1,701
|
1,951
|
(2,351
|
)
|
91,272
|
729
|
(297
|
)
|
91,704
|
|||||||||||||||||||||||||||||||
Income
tax expense
|
(6,876
|
)
|
(27,097
|
)
|
(664
|
)
|
-
|
(34,637
|
)
|
(618
|
)
|
(683
|
)
|
-
|
(35,938
|
)
|
(292
|
)
|
(53
|
)
|
(e
|
)
|
(36,283
|
)
|
||||||||||||||||||||||
Net
earnings
|
55,334
|
40,196
|
501
|
(40,697
|
)
|
55,334
|
1,083
|
1,268
|
(2,351
|
)
|
55,334
|
437
|
(350
|
)
|
55,421
|
|||||||||||||||||||||||||||||||
Less:
Preferred stock dividends
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
||||||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$
|
52,093
|
$
|
40,196
|
$
|
501
|
$
|
(40,697
|
)
|
$
|
52,093
|
$
|
1,083
|
$
|
1,268
|
$
|
(2,351
|
)
|
$
|
52,093
|
$
|
437
|
$
|
(350
|
)
|
$
|
52,180
|
|||||||||||||||||||
(a)
Balances for the quarter ended March 31, 2006
|
||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||||||||||
(c
)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings
of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
27
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Consolidating
cash flow statements by industry segment for the quarter ended June 30, 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
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Net
earnings
|
$
|
41,665
|
$
|
21,534
|
$
|
5,454
|
$
|
(26,988
|
)
|
$
|
41,665
|
$
|
1,505
|
$
|
1,416
|
$
|
(2,921
|
)
|
$
|
41,665
|
$
|
312
|
$
|
(225
|
)
|
$
|
41,752
|
||||||||||
Earnings
from consolidated entities
|
(30,221
|
)
|
-
|
-
|
26,988
|
(3,233
|
)
|
-
|
-
|
2,921
|
(312
|
)
|
-
|
312
|
-
|
||||||||||||||||||||||
Adjustments
required to convert net earnings to the cash basis:
|
|||||||||||||||||||||||||||||||||||||
Depreciation
|
174
|
51,806
|
2,666
|
-
|
54,646
|
-
|
-
|
-
|
54,646
|
727
|
(140
|
)
|
55,233
|
||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
141
|
3,776
|
-
|
3,917
|
-
|
-
|
3,917
|
|||||||||||||||||||||||||
Change
in provision for losses on trade receivables
|
-
|
137
|
-
|
-
|
137
|
-
|
29
|
-
|
166
|
-
|
-
|
166
|
|||||||||||||||||||||||||
Change
in provision for losses on mortgage notes
|
-
|
10
|
-
|
-
|
10
|
-
|
-
|
-
|
10
|
-
|
-
|
10
|
|||||||||||||||||||||||||
Change
in provision for inventory reserve
|
-
|
(190
|
)
|
-
|
(190
|
)
|
-
|
-
|
(190
|
)
|
-
|
-
|
(190
|
)
|
|||||||||||||||||||||||
Net
gain on sale of real and personal property
|
-
|
(803
|
)
|
(10,005
|
)
|
-
|
(10,808
|
)
|
-
|
-
|
-
|
(10,808
|
)
|
(160
|
)
|
-
|
(10,968
|
)
|
|||||||||||||||||||
Net
(gain) loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
109
|
(26
|
)
|
-
|
83
|
-
|
-
|
83
|
||||||||||||||||||||||||
Deferred
income taxes
|
5,850
|
66
|
-
|
-
|
5,916
|
1,108
|
(1,113
|
)
|
-
|
5,911
|
202
|
53
|
6,166
|
||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
(5,798
|
)
|
4
|
-
|
(5,794
|
)
|
864
|
(1,145
|
)
|
-
|
(6,075
|
)
|
-
|
-
|
(6,075
|
)
|
||||||||||||||||||||
Inventories
|
-
|
2,006
|
-
|
-
|
2,006
|
-
|
-
|
-
|
2,006
|
61
|
-
|
2,067
|
|||||||||||||||||||||||||
Prepaid
expenses
|
11,173
|
1,559
|
(37
|
)
|
-
|
12,695
|
-
|
-
|
-
|
12,695
|
168
|
-
|
12,863
|
||||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(122
|
)
|
(1,193
|
)
|
-
|
(1,315
|
)
|
-
|
-
|
(1,315
|
)
|
|||||||||||||||||||||
Other
assets
|
5
|
(179
|
)
|
(10,232
|
)
|
-
|
(10,406
|
)
|
(233
|
)
|
(14
|
)
|
-
|
(10,653
|
)
|
(538
|
)
|
-
|
(11,191
|
)
|
|||||||||||||||||
Related
party assets
|
4
|
5,878
|
(37
|
)
|
-
|
5,845
|
59
|
-
|
-
|
5,904
|
5
|
-
|
5,909
|
||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
1,308
|
15,672
|
(4,160
|
)
|
-
|
12,820
|
-
|
(1,757
|
)
|
-
|
11,063
|
47
|
-
|
11,110
|
|||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
11,183
|
-
|
-
|
11,183
|
(9,617
|
)
|
(2,977
|
)
|
-
|
(1,411
|
)
|
-
|
-
|
(1,411
|
)
|
|||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
212
|
(79
|
)
|
-
|
133
|
-
|
-
|
133
|
||||||||||||||||||||||||
Deferred
income
|
-
|
(315
|
)
|
-
|
-
|
(315
|
)
|
-
|
-
|
-
|
(315
|
)
|
9
|
-
|
(306
|
)
|
|||||||||||||||||||||
Related
party liabilities
|
-
|
(1,426
|
)
|
-
|
-
|
(1,426
|
)
|
645
|
(136
|
)
|
-
|
(917
|
)
|
91
|
-
|
(826
|
)
|
||||||||||||||||||||
Net
cash provided (used) by operating activities
|
29,958
|
101,140
|
(16,347
|
)
|
-
|
114,751
|
(5,329
|
)
|
(3,219
|
)
|
-
|
106,203
|
924
|
-
|
107,127
|
||||||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(24
|
)
|
(223,662
|
)
|
(21
|
)
|
-
|
(223,707
|
)
|
-
|
-
|
-
|
(223,707
|
)
|
(973
|
)
|
-
|
(224,680
|
)
|
||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(26,920
|
)
|
(35,327
|
)
|
-
|
(62,247
|
)
|
-
|
-
|
(62,247
|
)
|
|||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
(5,893
|
)
|
(6,693
|
)
|
-
|
(12,586
|
)
|
-
|
-
|
(12,586
|
)
|
|||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
(270
|
)
|
-
|
-
|
(270
|
)
|
-
|
-
|
(270
|
)
|
||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
(433
|
)
|
-
|
(433
|
)
|
-
|
(2,350
|
)
|
-
|
(2,783
|
)
|
-
|
-
|
(2,783
|
)
|
||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
41,950
|
11,787
|
-
|
53,737
|
-
|
-
|
-
|
53,737
|
391
|
-
|
54,128
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
26,830
|
43,408
|
-
|
70,238
|
-
|
-
|
70,238
|
|||||||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
6,652
|
13,823
|
-
|
20,475
|
-
|
-
|
20,475
|
|||||||||||||||||||||||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
46
|
-
|
46
|
-
|
-
|
46
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
2,000
|
625
|
-
|
2,625
|
-
|
-
|
2,625
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
2,615
|
-
|
2,615
|
-
|
-
|
2,615
|
|||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
48
|
-
|
-
|
48
|
-
|
-
|
-
|
48
|
-
|
-
|
48
|
|||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(24
|
)
|
(181,664
|
)
|
11,333
|
-
|
(170,355
|
)
|
2,399
|
16,147
|
-
|
(151,809
|
)
|
(582
|
)
|
-
|
(152,391
|
)
|
|||||||||||||||||||
|
(page
1 of 2) |
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2007
|
28
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the quarter ended
June 30, 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
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
-
|
409,794
|
35,500
|
-
|
445,294
|
-
|
-
|
-
|
445,294
|
-
|
-
|
445,294
|
|||||||||||||||||||||||||
Principal
repayments on credit facilities
|
-
|
(19,629
|
)
|
(24,829
|
)
|
-
|
(44,458
|
)
|
-
|
-
|
-
|
(44,458
|
)
|
(342
|
)
|
-
|
(44,800
|
)
|
|||||||||||||||||||
Debt
issuance costs
|
-
|
(8,710
|
)
|
(170
|
)
|
-
|
(8,880
|
)
|
-
|
-
|
-
|
(8,880
|
)
|
-
|
-
|
(8,880
|
)
|
||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
-
|
304
|
-
|
-
|
304
|
-
|
-
|
-
|
304
|
-
|
-
|
304
|
|||||||||||||||||||||||||
Treasury
stock repurchases
|
(33,966
|
)
|
-
|
-
|
-
|
(33,966
|
)
|
-
|
-
|
-
|
(33,966
|
)
|
-
|
-
|
(33,966
|
)
|
|||||||||||||||||||||
Securitization
deposits
|
-
|
(210,308
|
)
|
-
|
-
|
(210,308
|
)
|
-
|
-
|
-
|
(210,308
|
)
|
-
|
-
|
(210,308
|
)
|
|||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
7,295
|
(1,024
|
)
|
(6,271
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Preferred
stock dividends paid
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
4,027
|
-
|
4,027
|
-
|
-
|
4,027
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(17,035
|
)
|
-
|
(17,035
|
)
|
-
|
-
|
(17,035
|
)
|
||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(29,912
|
)
|
170,427
|
4,230
|
-
|
144,745
|
-
|
(13,008
|
)
|
-
|
131,737
|
(342
|
)
|
-
|
131,395
|
||||||||||||||||||||||
Effects
of exchange rate on cash
|
-
|
226
|
-
|
-
|
226
|
-
|
-
|
-
|
226
|
-
|
-
|
226
|
|||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
22
|
90,129
|
(784
|
)
|
-
|
89,367
|
(2,930
|
)
|
(80
|
)
|
-
|
86,357
|
-
|
-
|
86,357
|
||||||||||||||||||||||
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
|
$
|
31
|
$
|
153,619
|
$
|
23
|
$
|
-
|
$
|
153,673
|
$
|
1,298
|
$
|
6,658
|
$
|
-
|
$
|
161,629
|
$
|
-
|
$
|
-
|
$
|
161,629
|
|||||||||||||
|
(page
2 of 2) |
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2007
|
29
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Consolidating
cash flow statements by industry segment for the quarter ended June 30, 2006
are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Net
earnings
|
$
|
55,334
|
$
|
40,196
|
$
|
501
|
$
|
(40,697
|
)
|
$
|
55,334
|
$
|
1,083
|
$
|
1,268
|
$
|
(2,351
|
)
|
$
|
55,334
|
$
|
437
|
$
|
(350
|
)
|
$
|
55,421
|
||||||||||
Earnings
from consolidated entities
|
(43,485
|
)
|
-
|
-
|
40,697
|
(2,788
|
)
|
-
|
-
|
2,351
|
(437
|
)
|
-
|
437
|
-
|
||||||||||||||||||||||
Adjustments
required to convert net earnings to the cash basis:
|
|||||||||||||||||||||||||||||||||||||
Depreciation
|
62
|
37,439
|
2,637
|
-
|
40,138
|
-
|
-
|
-
|
40,138
|
668
|
(140
|
)
|
40,666
|
||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
622
|
5,004
|
-
|
5,626
|
-
|
-
|
5,626
|
|||||||||||||||||||||||||
Change
in provision for losses on trade receivables
|
-
|
(51
|
)
|
-
|
-
|
(51
|
)
|
-
|
19
|
-
|
(32
|
)
|
-
|
-
|
(32
|
)
|
|||||||||||||||||||||
Change
in provision for losses on mortgage notes
|
-
|
(10
|
)
|
-
|
-
|
(10
|
)
|
-
|
-
|
-
|
(10
|
)
|
-
|
-
|
(10
|
)
|
|||||||||||||||||||||
Net
gain on sale of real and personal property
|
-
|
(166
|
)
|
(829
|
)
|
-
|
(995
|
)
|
-
|
-
|
-
|
(995
|
)
|
-
|
-
|
(995
|
)
|
||||||||||||||||||||
Net
loss on sale of investments
|
-
|
-
|
-
|
-
|
-
|
319
|
234
|
-
|
553
|
-
|
-
|
553
|
|||||||||||||||||||||||||
Deferred
income taxes
|
13,538
|
214
|
-
|
-
|
13,752
|
336
|
(170
|
)
|
-
|
13,918
|
282
|
53
|
14,253
|
||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
|||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
-
|
(1,016
|
)
|
1
|
-
|
(1,015
|
)
|
18,894
|
(99
|
)
|
-
|
17,780
|
-
|
-
|
17,780
|
||||||||||||||||||||||
Inventories
|
-
|
(3,242
|
)
|
-
|
-
|
(3,242
|
)
|
-
|
-
|
-
|
(3,242
|
)
|
41
|
-
|
(3,201
|
)
|
|||||||||||||||||||||
Prepaid
expenses
|
592
|
(3,703
|
)
|
-
|
-
|
(3,111
|
)
|
-
|
-
|
-
|
(3,111
|
)
|
32
|
-
|
(3,079
|
)
|
|||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
-
|
-
|
-
|
-
|
-
|
(644
|
)
|
(1,742
|
)
|
-
|
(2,386
|
)
|
-
|
-
|
(2,386
|
)
|
|||||||||||||||||||||
Other
assets
|
(3
|
)
|
(750
|
)
|
2,514
|
-
|
1,761
|
295
|
(42
|
)
|
-
|
2,014
|
118
|
-
|
2,132
|
||||||||||||||||||||||
Related
party assets
|
2,931
|
18,378
|
60
|
-
|
21,369
|
4,369
|
(14
|
)
|
-
|
25,724
|
2,900
|
-
|
28,624
|
||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
7,610
|
6,718
|
(1,100
|
)
|
-
|
13,228
|
-
|
947
|
-
|
14,175
|
386
|
-
|
14,561
|
||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
-
|
12,697
|
-
|
-
|
12,697
|
(24,004
|
)
|
(3,303
|
)
|
-
|
(14,610
|
)
|
-
|
-
|
(14,610
|
)
|
|||||||||||||||||||||
Other
policyholders' funds and liabilities
|
-
|
-
|
-
|
-
|
-
|
(1,057
|
)
|
(216
|
)
|
-
|
(1,273
|
)
|
-
|
-
|
(1,273
|
)
|
|||||||||||||||||||||
Deferred
income
|
-
|
2,220
|
-
|
-
|
2,220
|
-
|
-
|
-
|
2,220
|
37
|
-
|
2,257
|
|||||||||||||||||||||||||
Related
party liabilities
|
(25
|
)
|
2,867
|
(2,842
|
)
|
-
|
-
|
(1,725
|
)
|
159
|
-
|
(1,566
|
)
|
(4,517
|
)
|
-
|
(6,083
|
)
|
|||||||||||||||||||
Net
cash provided (used) by operating activities
|
36,554
|
111,791
|
942
|
-
|
149,287
|
(1,512
|
)
|
2,045
|
-
|
149,820
|
384
|
-
|
150,204
|
||||||||||||||||||||||||
Cash
flows from investing activities:
|
|||||||||||||||||||||||||||||||||||||
Purchases
of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(2
|
)
|
(142,643
|
)
|
(24,029
|
)
|
-
|
(166,674
|
)
|
-
|
-
|
-
|
(166,674
|
)
|
(325
|
)
|
-
|
(166,999
|
)
|
||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
(17,304
|
)
|
(35,827
|
)
|
-
|
(53,131
|
)
|
-
|
-
|
(53,131
|
)
|
|||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
(21,054
|
)
|
(11,218
|
)
|
-
|
(32,272
|
)
|
-
|
-
|
(32,272
|
)
|
|||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,305
|
)
|
-
|
(7,305
|
)
|
-
|
-
|
(7,305
|
)
|
||||||||||||||||||||||
Proceeds
from sales of:
|
|||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
-
|
27,863
|
829
|
-
|
28,692
|
-
|
-
|
-
|
28,692
|
-
|
-
|
28,692
|
|||||||||||||||||||||||||
Short
term investments
|
-
|
-
|
-
|
-
|
-
|
29,044
|
53,184
|
-
|
82,228
|
-
|
-
|
82,228
|
|||||||||||||||||||||||||
Fixed
maturities investments
|
-
|
-
|
-
|
-
|
-
|
5,722
|
16,130
|
-
|
21,852
|
-
|
-
|
21,852
|
|||||||||||||||||||||||||
Cash
received in excess of purchase of company acquired
|
-
|
-
|
-
|
-
|
-
|
-
|
1,233
|
-
|
1,233
|
-
|
-
|
1,233
|
|||||||||||||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
-
|
-
|
-
|
125
|
-
|
125
|
-
|
-
|
125
|
|||||||||||||||||||||||||
Real
estate
|
-
|
-
|
877
|
-
|
877
|
-
|
-
|
-
|
877
|
-
|
-
|
877
|
|||||||||||||||||||||||||
Mortgage
loans
|
-
|
-
|
-
|
-
|
-
|
-
|
2,086
|
-
|
2,086
|
-
|
-
|
2,086
|
|||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
-
|
(45
|
)
|
448
|
-
|
403
|
-
|
-
|
-
|
403
|
-
|
-
|
403
|
||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(2
|
)
|
(114,825
|
)
|
(21,875
|
)
|
-
|
(136,702
|
)
|
(3,592
|
)
|
18,408
|
-
|
(121,886
|
)
|
(325
|
)
|
-
|
(122,211
|
)
|
|||||||||||||||||
|
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2006
|
30
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the quarter ended
June 30, 2006, are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
-
|
87,376
|
-
|
-
|
87,376
|
-
|
-
|
-
|
87,376
|
-
|
-
|
87,376
|
|||||||||||||||||||||||||
Principal
repayments on credit facilities
|
-
|
(5,133
|
)
|
(2,689
|
)
|
-
|
(7,822
|
)
|
-
|
-
|
-
|
(7,822
|
)
|
(314
|
)
|
-
|
(8,136
|
)
|
|||||||||||||||||||
Debt
issuance costs
|
-
|
(1,437
|
)
|
-
|
-
|
(1,437
|
)
|
-
|
-
|
-
|
(1,437
|
)
|
-
|
-
|
(1,437
|
)
|
|||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
-
|
285
|
-
|
-
|
285
|
-
|
-
|
-
|
285
|
-
|
-
|
285
|
|||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
(33,309
|
)
|
9,786
|
23,523
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Preferred
stock dividends paid
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
-
|
(3,241
|
)
|
-
|
-
|
(3,241
|
)
|
|||||||||||||||||||||
Investment
contract deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
4,251
|
-
|
4,251
|
-
|
-
|
4,251
|
|||||||||||||||||||||||||
Investment
contract withdrawals
|
-
|
-
|
-
|
-
|
-
|
-
|
(20,843
|
)
|
-
|
(20,843
|
)
|
-
|
-
|
(20,843
|
)
|
||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(36,550
|
)
|
90,877
|
20,834
|
-
|
75,161
|
-
|
(16,592
|
)
|
-
|
58,569
|
(314
|
)
|
-
|
58,255
|
||||||||||||||||||||||
Effects
of exchange rate on cash
|
-
|
151
|
-
|
-
|
151
|
-
|
-
|
-
|
151
|
-
|
-
|
151
|
|||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
2
|
87,994
|
(99
|
)
|
-
|
87,897
|
(5,104
|
)
|
3,861
|
-
|
86,654
|
(255
|
)
|
-
|
86,399
|
||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
7
|
140,499
|
856
|
-
|
141,362
|
9,815
|
4,027
|
-
|
155,204
|
255
|
-
|
155,459
|
|||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$
|
9
|
$
|
228,493
|
$
|
757
|
$
|
-
|
$
|
229,259
|
$
|
4,711
|
$
|
7,888
|
$
|
-
|
$
|
241,858
|
$
|
-
|
$
|
-
|
$
|
241,858
|
|||||||||||||
|
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2006
|
31
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
(CONTINUED)
11.
Industry Segment and Geographic Area Data
United
States
|
Canada
|
Consolidated
|
||||||||
(Unaudited)
|
||||||||||
(All
amounts are in thousands of U.S. $'s)
|
||||||||||
Quarter
ended June 30, 2007
|
||||||||||
Total
revenues
|
$
|
529,218
|
$
|
28,940
|
$
|
558,158
|
||||
Depreciation
and amortization, net of (gains) losses on disposals *
|
45,803
|
2,379
|
48,182
|
|||||||
Interest
expense
|
23,570
|
201
|
23,771
|
|||||||
Pretax
earnings
|
66,675
|
1,613
|
68,288
|
|||||||
Income
tax expense
|
25,987
|
549
|
26,536
|
|||||||
Identifiable
assets
|
3,848,713
|
104,670
|
3,953,383
|
|||||||
Quarter
ended June 30, 2006
|
||||||||||
Total
revenues
|
$
|
541,559
|
$
|
25,113
|
$
|
566,672
|
||||
Depreciation
and amortization, net of (gains) losses on disposals
|
43,575
|
1,722
|
45,297
|
|||||||
Interest
expense
|
18,301
|
161
|
18,462
|
|||||||
Pretax
earnings
|
89,633
|
2,071
|
91,704
|
|||||||
Income
tax expense
|
35,579
|
704
|
36,283
|
|||||||
Identifiable
assets
|
3,431,320
|
77,794
|
3,509,114
|
|||||||
*
This includes a $10.0 million gain on disposal of real property in
the
United States
|
12.
Tax
Effective
April 1, 2007, the Company adopted Financial Accounting Standards Board (FASB)
Interpretation No.48 (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 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. This
entire amount of unrecognized tax benefits, if resolved in our favor, would
favorably impact our effective tax rate, net of Federal Tax
benefit.
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.
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.
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 first quarter of fiscal 2008, compared with the first quarter
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
“Disclosures about Contractual Obligations and Commercial Commitments.” We
conclude this MD&A by discussing our outlook for the remainder of fiscal
2008.
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
first
fiscal quarter for AMERCO ends on the 30th
of June
for each year that is referenced. Our insurance company subsidiaries have a
first quarter that ends on the 31st
of March
for each year that is referenced. They have been consolidated on that basis.
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 fiscal 2008 and 2007 for AMERCO.
Overall
Strategy
Our
overall strategy is to maintain our leadership position in the North American
“do-it-yourself” moving and storage industry. We accomplish this by providing a
seamless and integrated supply chain to the “do-it-yourself” moving and storage
market. As part of executing this strategy, we leverage the brand recognition
of
U-Haul with our full line of moving and self-storage related products and
services and the convenience of our broad geographic presence.
Our
primary focus is to provide our customers with a wide selection of moving rental
equipment, convenient self-storage rental facilities and related moving and
self-storage products and services. We are able to expand our distribution
and
improve customer service by increasing the amount of moving equipment and
storage rooms available for rent, expanding the number of independent dealers
in
our network and expanding and taking advantage of our growing eMove
capabilities.
RepWest
is focused on providing and administering property and casualty insurance to
U-Haul,
its
customers, its independent dealers and affiliates.
Oxford
is
focused on long-term capital growth through direct writing and reinsuring of
annuity, life and Medicare supplement products primarily in the senior
marketplace. Oxford is pursuing increased direct writing through acquisitions
of
insurance companies, expanded distribution channels and product development.
In
2005, Oxford determined that it would no longer pursue growth in the credit
life
and disability market.
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 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
is
committed to being a responsible corporate citizen and is furthering its program
to Reduce, Replenish and Sustain. Our truck and trailer rental business is
the
means by which our customers can reduce their environmental footprint through
the sharing of equipment with other like-minded consumers. Additionally, the
Company is launching new programs to advance our Sustainability initiative
including U-Car Share, partnerships for the planting of trees, and our Box
Exchange program.
eMove
is
an online marketplace that connects consumers to over 3,800 independent Moving
Help™ and over 3,000 independent Self-Storage Affiliates. Our network of
customer-rated affiliates provides pack and load help, cleaning help,
self-storage and similar services, all over North America.
An
individual or a company can connect to the eMove network by becoming an eMove
Moving Help® Affiliate or an eMove Storage Affiliate™. Moving Helpers assist
customers with packing, loading, cleaning and unloading their truck or storage
unit. The Storage Affiliate program enables independent self-storage facilities
to expand their reach by connecting into a centralized 1-800 and internet
reservation system and for a fee, receive an array of services including
web-based management software, Secured Online Affiliated Rentals (S.O.A.R®),
co-branded rental trucks, savings on insurance, credit card processing and
more.
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 annuities, life insurance, and
Medicare supplement 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 is considered the
primary beneficiary of these contractual interests. Consequently, we include
the
results of SAC Holding II in the consolidated financial statements of AMERCO,
as
required by FIN 46(R).
Critical
Accounting Policies and Estimates
The
Company’s financial statements have been prepared in accordance with the
accounting principles generally accepted in the United States. The methods,
estimates and judgments we use in applying our accounting policies can have
a
significant impact on the results we report in our financial statements. Certain
accounting policies require us to make difficult and subjective judgments and
assumptions, often as a result of estimating matters that are inherently
uncertain.
34
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
a
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
consolidated financial statements for the first quarter of fiscal 2008 and
fiscal 2007 and the balance sheet as of March 31, 2007, include the accounts
of
AMERCO and its wholly-owned subsidiaries and SAC Holding II and its
subsidiaries.
In
fiscal
2003 and fiscal 2002, SAC Holding Corporation and SAC Holding II (together,
“SAC
Holdings”) were considered special purpose entities and were consolidated based
on the provisions of Emerging Issues Task Force (EITF) Issue No. 90-15. In
fiscal 2004, the Company applied FIN 46(R) to its interests in SAC Holdings.
Initially, the Company concluded that SAC Holdings were variable interest
entities (VIE’s) and that the Company was the primary beneficiary. Accordingly,
the Company continued to include SAC Holdings in its consolidated financial
statements.
In
February 2004, SAC Holding Corporation restructured the indebtedness of three
subsidiaries and then distributed its interest in those subsidiaries to its
sole
shareholder. This triggered a requirement to reassess AMERCO’s involvement with
those subsidiaries, which led to the conclusion that based on current
contractual and ownership interests between AMERCO and this entity, AMERCO
ceased to have a variable interest in those three subsidiaries at that date.
Separately,
in March 2004, SAC Holding Corporation restructured its indebtedness, triggering
a similar reassessment of SAC Holding Corporation that led to the conclusion
that SAC Holding Corporation was not a VIE and that AMERCO ceased to be the
primary beneficiary of SAC Holding Corporation and its remaining subsidiaries.
This conclusion was based on SAC Holding Corporation’s ability to fund its own
operations and execute its business plan without any future subordinated
financial support.
Accordingly,
at the dates AMERCO ceased to have a variable interest and ceased to be the
primary beneficiary of SAC Holding Corporation and its current or former
subsidiaries, it deconsolidated those entities. The deconsolidation was
accounted for as a distribution of SAC Holding Corporations interests to the
sole shareholder of the SAC entities. Because of AMERCO’s continuing involvement
with SAC Holding Corporation and its current and former subsidiaries, the
distributions do not qualify as discontinued operations as defined by SFAS
No.
144.
It
is
possible that SAC Holding Corporation could take actions that would require
us
to re-determine whether SAC Holding Corporation has become a VIE or whether
we
have become the primary beneficiary of SAC Holding Corporation. Should this
occur, we could be required to consolidate some or all of SAC Holding
Corporation with our financial statements.
35
Similarly,
SAC Holding II could take actions that would require us to re-determine whether
it is a VIE or whether we continue to be the primary beneficiary of our variable
interest in SAC Holding II. Should we cease to be the primary beneficiary,
we
would be required to deconsolidate some or all of our variable interest in
SAC
Holding II from our financial statements.
Recoverability
of Property, Plant and Equipment
Property,
plant and equipment are stated at cost. Interest expense incurred during the
initial construction of buildings and rental equipment is considered part of
cost. Depreciation is computed for financial reporting purposes using the
straight-line or an accelerated method based on a declining balance formula
over
the following estimated useful lives: rental equipment 2-20 years and buildings
and non-rental equipment 3-55 years. 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. Whereas, a standard straight line
approach would reduce the book value by approximately 5.3% per year over the
life of the truck. For the affected equipment, the accelerated depreciation
was
$12.7 million greater than what it would have been if calculated under a
straight line approach for the first quarter of fiscal 2008 and $5.4 million
for
the first quarter of fiscal 2007.
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 realize a gain or loss 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 provisions 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.
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.
36
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 No. 115, in determining if and when a
decline in market value below amortized cost is other-than-temporary, management
makes certain assumptions or judgments in its assessment including but not
limited to: ability and intent to hold the security, quoted market prices,
dealer quotes or discounted cash flows, industry factors, financial factors,
and
issuer specific information such as credit strength. Other-than-temporary
impairment in value is recognized in the current period operating results.
The
Company’s insurance subsidiaries recognized $0.1 million in other-than-temporary
impairments for the first quarter of fiscal 2008 and $1.0 million for the first
quarter of fiscal 2007.
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 effective tax rate is approximately
38.9%.
AMERCO
files a consolidated tax return with all of its legal subsidiaries, except
for
DGLIC which will file on a stand alone basis. SAC Holding Corporation and its
legal subsidiaries and SAC Holding II Corporation and its legal subsidiaries
file consolidated tax returns, which are in no way associated with AMERCO’s
consolidated returns.
Adoption
of New Accounting Pronouncements
Effective
April 1, 2007, the Company adopted Financial Accounting Standards Board (FASB)
Interpretation No.48 (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 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. This
entire amount of unrecognized tax benefits, if resolved in our favor, would
favorably impact our effective tax rate, net of Federal Tax
benefit.
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.
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 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 provision 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
Results
of Operations
AMERCO
and Consolidated Entities
Quarter
Ended June 30, 2007
compared with the Quarter Ended June 30, 2006
Listed
below on a consolidated basis are revenues for our major product lines for
the
first quarter of fiscal 2008 and the first quarter of fiscal 2007:
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
396,136
|
$
|
407,234
|
|||
Self-storage
revenues
|
32,036
|
30,431
|
|||||
Self-moving
and self-storage products and service sales
|
68,655
|
67,451
|
|||||
Property
management fees
|
3,947
|
3,847
|
|||||
Life
insurance premiums
|
29,187
|
30,919
|
|||||
Property
and casualty insurance premiums
|
5,916
|
5,382
|
|||||
Net
investment and interest income
|
14,369
|
13,475
|
|||||
Other
revenue
|
7,912
|
7,933
|
|||||
Consolidated
revenue
|
$
|
558,158
|
$
|
566,672
|
During
the first quarter of fiscal 2008, self-moving equipment rentals decreased $11.1
million, compared with the first quarter of fiscal 2007. Contributing to this
decrease are continued 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 to the same period last year.
Self-storage
revenues increased $1.6 million for the first quarter of fiscal 2008, compared
with the first quarter of fiscal 2007 due to an increase in pricing. During
the
first quarter of fiscal 2008, the Company has increased rooms and square footage
available primarily through build-outs at existing facilities.
Sales
of
self-moving and self-storage products and service sales increased $1.2 million
for the first quarter of fiscal 2008, compared with the first quarter of fiscal
2007, with the largest increases occurring in our propane sales
line.
Premiums
at RepWest increased $0.5 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 premiums.
As
a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $558.2 million for the first quarter of fiscal 2008, compared
with
$566.7 million for the first quarter of fiscal 2007.
38
Listed
below are revenues and earnings from operations at each of our four operating
segments for the first quarter of fiscal 2008 and the first quarter of fiscal
2007; the insurance companies first quarters ended March 31, 2007 and
2006.
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Moving
and storage
|
|||||||
Revenues
|
$
|
506,216
|
$
|
514,638
|
|||
Earnings
from operations
|
88,492
|
106,921
|
|||||
Property
and casualty insurance
|
|||||||
Revenues
|
9,016
|
8,068
|
|||||
Earnings
from operations
|
2,316
|
1,701
|
|||||
Life
insurance
|
|||||||
Revenues
|
36,183
|
38,137
|
|||||
Earnings
from operations
|
2,317
|
1,951
|
|||||
SAC
Holding II
|
|||||||
Revenues
|
12,389
|
12,479
|
|||||
Earnings
from operations
|
3,755
|
4,123
|
|||||
Eliminations
|
|||||||
Revenues
|
(5,646
|
)
|
(6,650
|
)
|
|||
Earnings
from operations
|
(4,821
|
)
|
(4,530
|
)
|
|||
Consolidated
results
|
|||||||
Revenues
|
558,158
|
566,672
|
|||||
Earnings
from operations
|
92,059
|
110,166
|
Total
costs and expenses increased $9.6 million for the first quarter of fiscal 2008,
compared with the first quarter of fiscal 2007. The primary reason for the
increase is due to depreciation increases associated with the acquisition of
new
trucks. The Company nets gains and losses from the disposal of property and
equipment against depreciation. Included in depreciation for the first quarter
of fiscal 2008 is a $10.0 million gain from the sale of real
estate.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $92.1 million in the first quarter of fiscal 2008,
compared with $110.2 million for the first quarter of fiscal 2007.
Interest
expense for the first quarter of fiscal 2008 was $23.8 million, compared with
$18.5 million in the first quarter of fiscal 2007 increasing in relation to
the
average debt outstanding.
Income
tax expense was $26.5 million in the first quarter of fiscal 2008, compared
with
$36.3 million in first quarter of fiscal 2007 and due to lower pretax earnings
for the first quarter of fiscal 2008.
Dividends
accrued on our Series A preferred stock were $3.2 million in first quarter
of
fiscal 2008, unchanged from the first quarter of fiscal 2007.
As
a
result of the above mentioned items, earnings available to common shareholders
were $38.5 million in the first quarter of fiscal 2008, compared with $52.2
million in the first quarter of fiscal 2007.
The
weighted average common shares outstanding basic and diluted were 19,937,152
in
the first quarter of fiscal 2008 and were 20,897,688 in the first quarter of
fiscal 2007.
Basic
and
diluted earnings per share in the first quarter of fiscal 2008 were $1.93,
compared with $2.50 for the first quarter of fiscal 2007.
39
Moving
and Storage
Quarter
Ended June 30, 2007
compared with the Quarter Ended June 30, 2006
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment for the first quarter of fiscal 2008 and the first quarter
of
fiscal 2007:
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
396,136
|
$
|
407,234
|
|||
Self-storage
revenues
|
27,044
|
25,589
|
|||||
Self-moving
and self-storage products and service sales
|
64,003
|
62,699
|
|||||
Property
management fees
|
4,686
|
4,596
|
|||||
Net
investment and interest income
|
7,594
|
7,788
|
|||||
Other
revenue
|
6,753
|
6,732
|
|||||
Moving
and Storage revenue
|
$
|
506,216
|
$
|
514,638
|
During
the first quarter of fiscal 2008, self-moving equipment rentals decreased $11.1
million, compared with the first quarter of fiscal 2007. Contributing to this
decrease are continued 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 to the same period last year.
Self-storage
revenues increased $1.5 million for the first quarter of fiscal 2008, compared
with the first quarter of fiscal 2007 due to an increase in pricing. During
the
first quarter of fiscal 2008, the Company has increased rooms and square footage
available primarily through build-outs at existing facilities.
Sales
of
self-moving and self-storage products and service increased $1.3 million for
the
first quarter of fiscal 2008, compared with the first quarter of fiscal 2007,
with the largest increases occurring in our propane sales line.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the consolidated financial statements for Moving and Storage represent
Company-owned locations only. Self-storage data for our owned storage locations
is as follows:
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands, except occupancy rate)
|
|||||||
Room
count as of June 30
|
128
|
124
|
|||||
Square
footage as of June 30
|
10,181
|
9,734
|
|||||
Average
number of rooms occupied
|
109
|
109
|
|||||
Average
occupancy rate based on room count
|
85.5
|
%
|
87.8
|
%
|
|||
Average
square footage occupied
|
8,772
|
8,643
|
Total
costs and expenses increased $10.5 million for the first quarter of fiscal
2008,
compared with the first quarter of fiscal 2007 primarily due to depreciation
associated with the fleet rotation.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $88.5 million in first quarter of fiscal 2008, compared
with $106.9 million for first quarter of fiscal 2007.
40
U-Haul
International, Inc.
Quarter
Ended June 30, 2007
compared with the Quarter Ended June 30, 2006
Listed
below are revenues for the major product lines at U-Haul International, Inc.
for
the first quarter of fiscal 2008 and the first quarter of fiscal
2007:
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
396,136
|
$
|
407,234
|
|||
Self-storage
revenues
|
26,624
|
25,179
|
|||||
Self-moving
and self-storage products and service sales
|
64,003
|
62,699
|
|||||
Property
management fees
|
4,686
|
4,596
|
|||||
Net
investment and interest income
|
6,408
|
6,568
|
|||||
Other
revenue
|
8,180
|
8,127
|
|||||
U-Haul
International, Inc. revenue
|
$
|
506,037
|
$
|
514,403
|
During
the first quarter of fiscal 2008, self-moving equipment rentals decreased $11.1
million, compared with the first quarter of fiscal 2007. Contributing to this
decrease are continued 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 to the same period last year.
Self-storage
revenues increased $1.4 million for the first quarter of fiscal 2008, compared
with the first quarter of fiscal 2007 due to an increase in pricing. During
the
first quarter of fiscal 2008, the Company has increased rooms and square footage
available primarily through build-outs at existing facilities.
Sales
of
self-moving and self-storage products and service increased $1.3 million for
the
first quarter of fiscal 2008, compared with the first quarter of fiscal 2007,
with the largest increases occurring in our propane sales line.
Total
costs and expenses increased $19.8 million for the first quarter of fiscal
2008,
compared with the first quarter of fiscal 2007 primarily due to depreciation
associated with the fleet rotation.
As
a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $66.0 million in the first quarter of fiscal 2008,
compared with $94.1 million in the first quarter of fiscal 2007.
41
Republic
Western Insurance Company
Quarter
Ended March 31,
2007 compared with the Quarter Ended March 31,
2006
Premium
revenues were $5.9 million and $5.4 million for the quarters ended March 31,
2007 and 2006, respectively. U-Haul related premiums were $5.7 million and
$4.5
million for the quarters ended March 31, 2007 and 2006, respectively. The $1.2
million increase is due to a new liability program whereby U-Haul truck rental
customers have the ability to purchase higher limit coverage. Other non U-Haul
lines of business were $0.2 million and $0.9 million for the quarters ended
March 31, 2007 and 2006, respectively.
Net
investment income was $3.1 million and $2.7 million for the quarters ended
March
31, 2007 and 2006, respectively.
Operating
expenses were $2.8 million and $1.6 million for the quarters ended March 31,
2007 and 2006, respectively. The increase is due to commission expense
associated with the additional liability program.
Benefits
and losses incurred were $3.8 million and $4.2 million for the quarters ended
March 31, 2007 and 2006, respectively.
Amortization
of deferred acquisition costs were $0.1 million and $0.6 million for the
quarters ended March 31, 2007 and 2006, respectively. The decrease is due to
the
decrease in premium writings.
Pretax
earnings from operations were $2.3 million and $1.7 million for the quarters
ended March 31, 2007 and 2006, respectively.
Oxford
Life Insurance Company
Quarter
Ended March 31, 2007
compared with the Quarter Ended March 31, 2006
Net
premiums were $29.2 million and $31.3 million for the quarters ended March
31,
2007 and 2006, respectively. Medicare supplement insurance increased $0.3
million due primarily to premiums from DGLIC offset by lapses in other programs.
Life insurance premiums increased $0.6 million from strong sales of the final
expense product. Annuitizations decreased $0.8 million and earned premiums
from
the credit insurance program decreased $2.3 million as the remaining exposure
reduces.
Net
investment income was $5.9 million and $5.5 million for the first quarters
ended
March 31, 2007 and 2006, respectively. The increase was primarily due to fewer
net capital losses compared with the same period last year.
Operating
expenses were $6.4 million and $6.7 million for the first quarters ended March
31, 2007 and 2006, respectively.
Benefits
incurred were $23.7 million and $24.4 million for the first quarters ended
March
31, 2007 and 2006, respectively due to decreased credit business, which was
largely offset by increased Medicare supplement benefits.
Amortization
of deferred acquisition costs (DAC) and the value of business acquired (VOBA)
was $3.8 million and $5.0 million for the first quarters ended March 31, 2007
and 2006, respectively. These costs are amortized for life and health policies
as the premium is earned over the term of the policy; and for deferred annuities
in relation to estimated gross profits. The decrease compared to last year
is
primarily due to the credit program.
Earnings
from operations were $2.3 million and $2.0 million for the first quarters ended
March 31, 2007 and 2006, respectively.
42
SAC
Holding II
Quarter
Ended June 30, 2007
compared with the Quarter Ended June 30, 2006
Listed
below are revenues for the major product lines at SAC Holding II for the first
quarter of fiscal 2008 and the first quarter of fiscal 2007:
Quarter
Ended June 30,
|
|||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
(In
thousands)
|
|||||||
Self-moving
equipment rentals
|
$
|
2,423
|
$
|
2,556
|
|||
Self-storage
revenues
|
4,992
|
4,842
|
|||||
Self-moving
and self-storage products and service sales
|
4,652
|
4,752
|
|||||
Other
revenue
|
322
|
329
|
|||||
Segment
revenue
|
$
|
12,389
|
$
|
12,479
|
Revenues
for the first quarter of fiscal 2008 and 2007 were $12.4 million and $12.5
million, respectively.
Total
costs and expenses were $8.6 million in the first quarter of fiscal 2008,
compared with $8.4 million in the first quarter of fiscal 2007.
Earnings
from operations were $3.8 million in the first quarter of fiscal 2008, compared
with $4.1 million in the first quarter of fiscal 2007.
43
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
June
30, 2007, cash and cash equivalents totaled $161.6 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). The assets of SAC Holding II are completely
unavailable to satisfy any of the Company’s obligations. As of June 30, 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)
|
SAC
Holding II
|
||||||||||
(In
thousands)
|
|||||||||||||
Cash
and cash equivalents
|
$
|
153,673
|
$
|
1,298
|
$
|
6,658
|
$
|
-
|
|||||
Other
financial assets
|
363,788
|
393,380
|
620,922
|
-
|
|||||||||
Debt
obligations (b)
|
1,582,793
|
-
|
-
|
74,545
|
|||||||||
(a)
As of March 31, 2007
|
|||||||||||||
(b)
Payable to third parties
|
At
June
30, 2007, our Moving and Storage operations (AMERCO, U-Haul and Real Estate)
had
cash available under existing credit facilities of $238.3 million comprised
of:
Real
estate loan (revolving credit)
|
$
|
200.0
|
||
Construction
loan (revolving credit)
|
18.3
|
|||
Working
capital loan (revolving credit)
|
20.0
|
|||
$
|
238.3
|
Additionally,
the Company had $196.3 million available in purchase 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 pick-ups
through March 2008.
Cash
provided by operating activities decreased by $43.1 million in the first quarter
of fiscal 2008, compared with fiscal 2007. Operating cash flows for the Moving
and Storage segment included a $34.2 million interest repayment from SAC
Holdings in fiscal 2007. The change in the insurance subsidiaries operating
activities accounted for the remaining change.
Net
cash
used in investing activities increased $30.2 million in the first quarter of
fiscal 2008, compared with fiscal 2007 primarily due to higher capital
expenditures in the Moving and Storage segment. The insurance subsidiaries
provided investing cash flows of $3.7 million more in fiscal 2008 than fiscal
2007.
Cash
provided by financing activities increased $73.1 million in the first quarter
of
fiscal 2008, compared with fiscal 2007. Fiscal 2008 includes additional
borrowings required to maintain the continued expansion of our rental fleet
through the manufacturing and purchase of trucks and trailers.
44
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 will reinvest in its truck and trailer
rental fleet up to $400.0 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. Because
the
Company has utilized all of its Federal net operating loss carry forwards,
there
will be more of a focus on financing the fleet through asset-backed debt.
Real
Estate has traditionally financed the acquisition of self-storage properties
to
support U-Haul's growth through debt financing and funds from operations and
sales. The Company is developing several existing locations for use as storage
centers. The Company is funding these development projects through construction
loans and internally generated funds and expects to invest approximately $80.0
million in new storage development over the next twelve to eighteen months.
U-Haul's growth plan in self-storage also includes eMove, which does not require
significant capital.
Net
capital expenditures (purchases of property, plant and equipment less proceeds
from the sale of property, plant and equipment) were $170.0 million and $138.0
million for the first quarter of fiscal 2008 and 2007, respectively. During
the
first quarter of fiscal 2008 the Company entered into $70.2 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 or
pursue external opportunities in the self-moving and storage market
place.
Property
and Casualty Insurance
State
insurance regulations restrict the amount of dividends that can be paid to
stockholders of insurance companies. As a result, RepWest’s assets are generally
not available to satisfy the claims of AMERCO or its legal
subsidiaries.
Stockholder’s
equity was $144.3 million and $142.4 million at March 31, 2007 and December
31,
2006, respectively. RepWest does not use debt or equity issues to increase
capital and therefore has no exposure to capital market conditions other than
through its investment portfolio.
Life
Insurance
Oxford
manages its financial assets to meet policyholder and other obligations
including investment contract withdrawals. Oxford’s net withdrawals for the
quarter ended March 31, 2007 was $13.0 million. State insurance regulations
restrict the amount of dividends that can be paid to stockholders of insurance
companies. As a result, Oxford’s funds are generally not available to satisfy
the claims of AMERCO or its legal subsidiaries.
Oxford’s
stockholder’s equity was $137.7 million and $136.4 million at March 31, 2007 and
December 31, 2006, respectively. Oxford does not use debt or equity issues
to
increase capital and therefore has no exposure to capital market conditions
other than through its investment portfolio.
SAC
Holding II
SAC
Holding II operations are funded by various mortgage loans, and secured and
unsecured notes. SAC Holding II does not utilize revolving lines of credit
to
finance its operations or acquisitions. Certain of SAC Holding II loan
agreements contain covenants and restrictions on incurring additional subsidiary
indebtedness.
45
Cash
Provided from Operating Activities by Operating Segments
Moving
and Storage
Cash
provided from operating activities were $114.8 million and $149.3 million in
the
first quarter of fiscal 2008 and 2007, respectively. Fiscal 2007 includes the
receipt of $34.2 million in interest due from SAC Holdings.
Property
and Casualty Insurance
Cash
flows used by operating activities were $5.3 million and $1.5 million for the
quarters ended March 31, 2007 and 2006, respectively.
RepWest’s
cash and cash equivalents and short-term investment portfolio were $69.1 million
and $71.9 million at March 31, 2007 and December 31, 2006, respectively. This
balance includes funds in transition from maturity proceeds to long term
investments. This level of liquid assets, combined with budgeted cash flow,
is
adequate to meet periodic needs. Capital and operating budgets allow RepWest
to
schedule cash needs in accordance with investment and underwriting
proceeds.
Life
Insurance
Cash
flows provided (used) by operating activities were ($3.2) million and $2.0
million, for the quarters ended March 31, 2007 and 2006, respectively.
In
addition to cash flows from operating activities and financing activities,
a
substantial amount of liquid funds is available through Oxford’s short-term
portfolio. At March 31, 2007 and December 31, 2006, cash and cash equivalents
and short-term investments amounted to $33.2 million and $41.4 million,
respectively. Management believes that the overall sources of liquidity will
continue to meet foreseeable cash needs.
SAC
Holding II
Cash
provided by operating activities at SAC Holding II was $0.9 million and $0.4
million for the first quarter of fiscal 2008 and 2007, respectively.
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 for loans with floating rates,
fix these rates through the use of interest rate swaps. While each of these
loans typically contains provisions governing the amount that can be borrowed
in
relation to specific assets, the overall structure is flexible with no limits
on
overall Company borrowings. Management feels it has adequate liquidity between
cash and cash equivalents and unused borrowing capacity in existing facilities.
At June 30, 2007, we had cash availability under existing credit facilities
of
$238.3 million along with an additional $196.3 million in purchase 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.”
Disclosures
about Contractual Obligations and Commercial Commitments
Our
estimates as to future contractual obligations have not materially changed
as to
the disclosure included under the subheading “Contractual Obligations” in Part
II, Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” of our Annual Report on Form 10-K for fiscal year ending
March 31, 2007 except for the addition of the Rental Fleet Securitizations
and
draws taken on the Construction loan and Fleet loan revolvers (see Note 3
“Borrowings” to the “Notes to Condensed Consolidated Financial
Statements”).
46
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 $172.3
million of residual values at June 30, 2007 for these assets at the end of
their
respective lease terms. AMERCO has been leasing rental equipment since 1987.
Thus far, we have experienced no residual value shortfalls. 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 $515.8 million at June
30, 2007.
Historically,
AMERCO used off-balance sheet arrangements in connection with the expansion
of
our self-storage business (see Note 9 “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 $10.1 million, and $4.4 million from the above mentioned entities
during the first quarter 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 $0.6 million and $0.7 million
for the first quarter 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
June
30, 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 quarter of fiscal 2008 and 2007,
the
Company paid the above mentioned entities $9.8 million and $10.1 million,
respectively in commissions pursuant to such dealership contracts.
During
the first quarter 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
$4.6
million and $5.3 million, and received cash interest payments of $4.6 million
and $34.2 million, from SAC Holdings during the first quarter of fiscal 2008
and
2007, respectively. The cash interest payments for the first quarter 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 quarter of fiscal 2008 and the aggregate notes
receivable balance at June 30, 2007 was $203.7 million, of which $75.1 million
is with SAC Holding II and has been eliminated in the consolidating financial
statements.
These
agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy
and
Private Mini, excluding Dealer Agreements, provided revenues of $10.0 million,
expenses of $0.6 million and cash flows of $13.4 million during the first
quarter of fiscal 2008. Revenues and commission expenses related to the Dealer
Agreements were $46.2 million and $9.8 million, respectively.
47
Fiscal
2008 Outlook
In
fiscal
2008, we are working towards 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
fiscal 2007, the Company added over 22,500 new trucks and nearly 2,000 new
trailers to our existing rental fleet. During the first quarter of fiscal 2008
we have added over 9,000 new trucks. Our plans include manufacturing all sizes
of our boxed trucks and adding to 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.
In
fiscal
2008, 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 2008. 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 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.
48
We
are
exposed to financial market risks, including changes in interest rates and
currency exchange rates. To mitigate these risks, we may utilize derivative
financial instruments, among other strategies. We do not use derivative
financial instruments for speculative purposes.
Interest
Rate Risk
The
exposure to market risk for changes in interest rates relates primarily to
our
variable rate debt obligations. We have used interest rate swap agreements,
interest rate cap agreements and forward swaps to reduce our exposure to changes
in interest rates.
Notional
Amount
|
|
Effective
Date
|
Expiration
Date
|
Fixed
Rate
|
Floating
Rate
|
|||||||||||
$
112,324,580
|
(a),
(b)
|
|
5/10/2006
|
4/10/2012
|
5.06
|
%
|
1
Month LIBOR
|
|||||||||
127,549,582
|
(a),
(b)
|
|
10/10/2006
|
10/10/2012
|
5.57
|
%
|
1
Month LIBOR
|
|||||||||
40,813,799
|
(a)
|
|
7/10/2006
|
7/10/2013
|
5.67
|
%
|
1
Month LIBOR
|
|||||||||
291,666,667
|
(a)
|
|
8/18/2006
|
8/10/2018
|
5.43
|
%
|
1
Month LIBOR
|
|||||||||
28,000,000
|
(a)
|
|
2/12/2007
|
2/10/2014
|
5.24
|
%
|
1
Month LIBOR
|
|||||||||
19,000,000
|
(a)
|
|
3/12/2007
|
3/10/2014
|
4.99
|
%
|
1
Month LIBOR
|
|||||||||
19,758,144
|
(a)
|
|
3/12/2007
|
3/10/2014
|
4.99
|
%
|
1
Month LIBOR
|
|||||||||
(a)
interest rate swap agreement
|
||||||||||||||||
(b)
forward swap
|
As
of
June 30, 2007, the Company had approximately $759.6 million of variable rate
debt obligations. If LIBOR were to increase 100 basis points, the increase
in
interest expense on the variable rate debt would increase future earnings and
cash flows by approximately $0.8 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 5.2% and 4.4% of our revenue
for the first quarter of fiscal 2008 and 2007, respectively was generated in
Canada. The result of a 10.0% change in the value of the U.S. dollar relative
to
the Canadian dollar would not be material. We typically do not hedge any foreign
currency risk since the exposure is not considered material.
49
Attached
as exhibits to this Form 10-Q are certifications of the registrants’ Chief
Executive Officer (CEO), Chief Accounting Officer (CAO) and U-Haul’s Chief
Financial Officer (CFO), which are required in accordance with Rule 13a-14
of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This
"Controls and Procedures" section includes information concerning the controls
and controls evaluation referred to in the certifications and it should be
read
in conjunction with the certifications for a more complete understanding of
the
topics presented in Evaluation of Disclosure Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
The
Company’s management, with the participation of the CEO, CAO, and U-Haul’s CFO,
conducted an evaluation of the effectiveness of the design and operation of
the
Company’s "disclosure controls and procedures" (as such term is defined in the
Exchange Act Rules 13a-15(e) and 15d-15(e)) (“Disclosure Controls”) as of the
end of the period covered by this Form 10-Q. Our Disclosure Controls are
designed to reasonably assure that information required to be disclosed in
our
reports filed under the Exchange Act, such as this Form 10-Q, is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. Our Disclosure Controls are also designed to reasonably
assure that such information is accumulated and communicated to our management,
including the CEO, CAO and U-Haul’s CFO, as appropriate to allow timely
decisions regarding required disclosure. Based upon the controls evaluation,
our
CEO, CAO and U-Haul’s CFO have concluded that as of the end of the period
covered by this Form 10-Q, our Disclosure Controls were effective.
Inherent
Limitations on the Effectiveness of Controls
The
Company's management, including the CEO, CAO and U-Haul’s CFO, does not expect
that our Disclosure Controls or our internal control over financial reporting
will prevent or detect all error and all fraud. A control system, no matter
how
well designed and operated, can provide only reasonable, not absolute, assurance
that the control system's objectives will be met. The design of a control system
must reflect the fact that there are resource constraints, and the benefits
of
controls must be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is
based in part on certain assumptions about the likelihood of future events,
and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any evaluation
of
controls effectiveness to future periods are subject to risks. Over time,
controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with policies or procedures.
Changes
in Internal Control over Financial Reporting
There
have not been any changes in the Company’s internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
50
PART
II. OTHER INFORMATION
Information
regarding our legal proceedings can be found under Note 8 “Contingencies” to the
“Notes to Condensed Consolidated Financial Statements”.
We
are
not aware of any material updates to the risk factors described in the Company’s
previously filed Annual Report on Form 10-K for the fiscal year ended March
31,
2007.
The
repurchases made by the Company were as follows:
Period
|
Total
# of Shares Repurchased
|
Average
Price Paid per Share (1)
|
Total
# of Shares Repurchased as Part of Publicly Announced
Plan
|
Total
$ of Shares Repurchased as Part of Publicly Announced
Plan
|
Maximum
$ of Shares That May Yet be Repurchased Under the
Plan
|
|||||||||||
April
1 - 30, 2007
|
196,232
|
$
|
69.94
|
196,232
|
$
|
13,723,504
|
$ |
52,170,394
|
||||||||
May
1 - 31, 2007
|
218,090
|
69.85
|
218,090
|
15,234,536
|
36,935,858
|
|||||||||||
June
1 - 30, 2007
|
71,677
|
69.87
|
71,677
|
5,008,018
|
31,927,840
|
|||||||||||
First
Quarter Total
|
485,999
|
$
|
69.89
|
485,999
|
$
|
33,966,058
|
||||||||||
Cumulative
Plan Total
|
1,225,290
|
$
|
67.80
|
1,225,290
|
$
|
83,072,160
|
Not
applicable.
Not
applicable.
Not
applicable.
51
The
following documents are filed as part of this report:
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
2.1
|
Joint
Plan of Reorganization of AMERCO and Amerco Real Estate
Company
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed October 20,
2003, file no. 1-11255
|
2.2
|
Disclosure
Statement Concerning the Debtors’ Joint Plan of
Reorganization
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed October 20,
2003, file no. 1-11255
|
2.3
|
Amended
Joint Plan of Reorganization of AMERCO and Amerco Real Estate
Company
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2003, file No. 1-11255
|
2.4
|
Disclosure
Statement Concerning the Debtor’s First Amended Joint Plan of
Reorganization
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2003, file No. 1-11255
|
3.1
|
Restated
Articles of Incorporation of AMERCO
|
Incorporated
by reference to AMERCO’s Registration Statement on form S-4 filed March
30, 2004, file number 1-11255
|
3.2
|
Restated
By-Laws of AMERCO
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, file No. 1-11255
|
3.3
|
Restated
Articles of Incorporation of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2003, file no. 1-11255
|
3.4
|
Bylaws
of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2003, file no. 1-11255
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and
Chairman
of the Board of AMERCO and Chief Executive Officer and Chairman of
the
Board of U-Haul International, Inc.
|
Filed
herewith
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Chief Accounting
Officer
of AMERCO
|
Filed
herewith
|
31.3
|
Rule
13a-14(a)/15d-14(a) Certificate of Robert T. Peterson, Chief Financial
Officer of U-Haul International, Inc.
|
Filed
herewith
|
32.1
|
Certificate
of Edward J. Shoen, President and Chairman of the Board of AMERCO
and
Chief Executive Officer and Chairman of the Board of U-Haul International,
Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
Furnished
herewith
|
32.2
|
Certificate
of Jason A. Berg, Chief Accounting Officer of AMERCO pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
|
Furnished
herewith
|
32.3
|
Certificate
of Robert T. Peterson, Chief Financial Officer of U-Haul International,
Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
Furnished
herewith
|
52
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants
have
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
AMERCO
Date:
August 8, 2007
/s/
Edward J. Shoen
Edward
J.
Shoen
President
and Chairman of the Board
(Duly
Authorized Officer)
Date:
August 8,
2007
/s/
Jason A. Berg
Jason
A.
Berg
Chief
Accounting Officer
(Principal
Accounting Officer)
U-HAUL
INTERNATIONAL, INC.
Date:
August 8,
2007
/s/
Edward J. Shoen
Edward
J.
Shoen
Chief
Executive Officer and Chairman of the Board
(Duly
Authorized Officer)
Date:
August 8,
2007
/s/
Robert T. Peterson
Robert
T.
Peterson
Chief
Financial Officer
(Principal
Financial Officer)
53