U-Haul Holding Co /NV/ - Quarter Report: 2008 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, 2008
or
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£
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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
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Registrant,
State of Incorporation
Address and Telephone
Number
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I.R.S.
Employer
Identification No.
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1-11255
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AMERCO
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88-0106815
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(A
Nevada Corporation)
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||
1325
Airmotive Way, Ste. 100
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||
Reno,
Nevada 89502-3239
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||
Telephone
(775) 688-6300
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||
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, a non-accelerated filer or a smaller reporting company. See
definition of a “large accelerated filer,” “accelerated filer,” “non-accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Larger
accelerated filer £ Accelerated
filer R Non-accelerated
filer £ Smaller
reporting company £
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £ No
R
19,631,314
shares of AMERCO Common Stock, $0.25 par value, were outstanding at August 1,
2008.
TABLE
OF CONTENTS
Page No.
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PART
I FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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1
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2
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3
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4 -
29
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Item
2.
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30
- 43
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Item
3.
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43
- 44
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Item
4.
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44
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PART
II OTHER INFORMATION
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Item
1.
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45
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Item
1A.
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45
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Item
2.
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45
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Item
3.
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45
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Item
4.
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45
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Item
5.
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45
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Item
6.
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46
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PART
I FINANCIAL INFORMATION
AMERCO
AND CONSOLIDATED ENTITIES
June
30,
|
March
31,
|
|||||||
2008
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 239,792 | $ | 206,622 | ||||
Reinsurance
recoverables and trade receivables, net
|
207,644 | 201,116 | ||||||
Notes
and mortgage receivables, net
|
2,299 | 2,088 | ||||||
Inventories,
net
|
71,075 | 65,349 | ||||||
Prepaid
expenses
|
62,929 | 56,159 | ||||||
Investments,
fixed maturities and marketable equities
|
567,532 | 633,784 | ||||||
Investments,
other
|
247,988 | 185,591 | ||||||
Deferred
policy acquisition costs, net
|
33,520 | 35,578 | ||||||
Other
assets
|
130,686 | 131,138 | ||||||
Related
party assets
|
296,966 | 303,886 | ||||||
1,860,431 | 1,821,311 | |||||||
Property,
plant and equipment, at cost:
|
||||||||
Land
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208,391 | 208,164 | ||||||
Buildings
and improvements
|
884,312 | 859,882 | ||||||
Furniture
and equipment
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320,615 | 309,960 | ||||||
Rental
trailers and other rental equipment
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208,826 | 205,572 | ||||||
Rental
trucks
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1,712,246 | 1,734,425 | ||||||
3,334,390 | 3,318,003 | |||||||
Less:
Accumulated depreciation
|
(1,315,430 | ) | (1,306,827 | ) | ||||
Total
property, plant and equipment
|
2,018,960 | 2,011,176 | ||||||
Total
assets
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$ | 3,879,391 | $ | 3,832,487 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 299,137 | $ | 292,526 | ||||
AMERCO's
notes, loans and leases payable
|
1,492,755 | 1,504,677 | ||||||
Policy
benefits and losses, claims and loss expenses payable
|
785,252 | 789,374 | ||||||
Liabilities
from investment contracts
|
328,628 | 339,198 | ||||||
Other
policyholders' funds and liabilities
|
9,645 | 10,467 | ||||||
Deferred
income
|
16,787 | 11,781 | ||||||
Deferred
income taxes
|
146,338 | 126,033 | ||||||
Total
liabilities
|
3,078,542 | 3,074,056 | ||||||
Commitments
and contingencies (notes 3, 7, 8 and 9)
|
||||||||
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,
2008
|
- | - | ||||||
Series
B preferred stock, with no par value, 100,000 shares authorized;
none
|
||||||||
issued
and outstanding as of June 30 and March 31, 2008
|
- | - | ||||||
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 and March 31, 2008
|
- | - | ||||||
Common
stock of $0.25 par value, 150,000,000 shares authorized;
41,985,700
|
||||||||
issued
as of June 30 and March 31, 2008
|
10,497 | 10,497 | ||||||
Additional
paid-in capital
|
419,833 | 419,370 | ||||||
Accumulated
other comprehensive loss
|
(40,224 | ) | (55,279 | ) | ||||
Retained
earnings
|
942,000 | 915,415 | ||||||
Cost
of common shares in treasury, net (22,354,386 shares as of June 30
and March 31, 2008)
|
(524,677 | ) | (524,677 | ) | ||||
Unearned
employee stock ownership plan shares
|
(6,580 | ) | (6,895 | ) | ||||
Total
stockholders' equity
|
800,849 | 758,431 | ||||||
Total
liabilities and stockholders' equity
|
$ | 3,879,391 | $ | 3,832,487 |
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
1
AMERCO
AND CONSOLIDATED ENTITIES
Quarter
Ended June 30,
|
||||||||
2008
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except share and per share amounts)
|
||||||||
Revenues:
|
||||||||
Self-moving
equipment rentals
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$ | 390,029 | $ | 392,517 | ||||
Self-storage
revenues
|
27,551 | 32,036 | ||||||
Self-moving
and self-storage products and service sales
|
62,556 | 68,655 | ||||||
Property
management fees
|
4,716 | 3,947 | ||||||
Life
insurance premiums
|
26,917 | 29,187 | ||||||
Property
and casualty insurance premiums
|
6,124 | 5,916 | ||||||
Net
investment and interest income
|
14,596 | 14,314 | ||||||
Other
revenue
|
10,305 | 7,703 | ||||||
Total
revenues
|
542,794 | 554,275 | ||||||
Costs
and expenses:
|
||||||||
Operating
expenses
|
259,271 | 273,201 | ||||||
Commission
expenses
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47,965 | 44,304 | ||||||
Cost
of sales
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34,985 | 34,648 | ||||||
Benefits
and losses
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27,317 | 29,277 | ||||||
Amortization
of deferred policy acquisition costs
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2,088 | 3,917 | ||||||
Lease
expense
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34,568 | 32,659 | ||||||
Depreciation,
net of (gains) losses on disposals
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64,938 | 44,265 | ||||||
Total
costs and expenses
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471,132 | 462,271 | ||||||
Earnings
from operations
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71,662 | 92,004 | ||||||
Interest
expense
|
(23,844 | ) | (23,716 | ) | ||||
Pretax
earnings
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47,818 | 68,288 | ||||||
Income
tax expense
|
(17,992 | ) | (26,536 | ) | ||||
Net
earnings
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29,826 | 41,752 | ||||||
Less:
Preferred stock dividends
|
(3,241 | ) | (3,241 | ) | ||||
Earnings
available to common shareholders
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$ | 26,585 | $ | 38,511 | ||||
Basic
and diluted earnings per common share
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$ | 1.37 | $ | 1.93 | ||||
Weighted
average common shares outstanding: Basic and diluted
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19,343,184 | 19,937,152 |
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
2
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter
Ended June 30,
|
||||||||
2008
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Cash
flow from operating activities:
|
||||||||
Net
earnings
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$ | 29,826 | $ | 41,752 | ||||
Adjustments
to reconcile net earnings to the cash provided by
operations:
|
||||||||
Depreciation
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60,253 | 55,233 | ||||||
Amortization
of deferred policy acquisition costs
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2,088 | 3,917 | ||||||
Change
in allowance for losses on trade receivables
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(55 | ) | 166 | |||||
Change
in allowance for losses on mortgage notes
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(49 | ) | 10 | |||||
Change
in allowance for inventory reserves
|
3,370 | (190 | ) | |||||
Net
(gain) loss on sale of real and personal property
|
4,685 | (10,968 | ) | |||||
Net
(gain) loss on sale of investments
|
(138 | ) | 83 | |||||
Deferred
income taxes
|
22,088 | 6,166 | ||||||
Net
change in other operating assets and liabilities:
|
||||||||
Reinsurance
recoverables and trade receivables
|
(6,471 | ) | (6,075 | ) | ||||
Inventories
|
(9,096 | ) | 2,067 | |||||
Prepaid
expenses
|
6,558 | 12,863 | ||||||
Capitalization
of deferred policy acquisition costs
|
(2,282 | ) | (1,315 | ) | ||||
Other
assets
|
813 | (11,191 | ) | |||||
Related
party assets
|
8,270 | 5,909 | ||||||
Accounts
payable and accrued expenses
|
3,650 | 11,110 | ||||||
Policy
benefits and losses, claims and loss expenses payable
|
(4,110 | ) | (1,411 | ) | ||||
Other
policyholders' funds and liabilities
|
(1,404 | ) | 133 | |||||
Deferred
income
|
5,013 | (306 | ) | |||||
Related
party liabilities
|
(1,335 | ) | (826 | ) | ||||
Net
cash provided by operating activities
|
121,674 | 107,127 | ||||||
Cash
flows from investing activities:
|
||||||||
Purchases
of:
|
||||||||
Property,
plant and equipment
|
(96,257 | ) | (224,680 | ) | ||||
Short
term investments
|
(146,434 | ) | (62,247 | ) | ||||
Fixed
maturities investments
|
(59,796 | ) | (12,586 | ) | ||||
Preferred
stock
|
(1,895 | ) | - | |||||
Real
estate
|
(26 | ) | (270 | ) | ||||
Mortgage
loans
|
(4,910 | ) | (2,783 | ) | ||||
Proceeds
from sale of:
|
||||||||
Property,
plant and equipment
|
36,304 | 54,128 | ||||||
Short
term investments
|
86,726 | 70,238 | ||||||
Fixed
maturities investments
|
130,919 | 20,475 | ||||||
Equity
securities
|
27 | 46 | ||||||
Preferred
stock
|
- | 2,625 | ||||||
Real
estate
|
15 | - | ||||||
Mortgage
loans
|
2,039 | 2,615 | ||||||
Payments
from notes and mortgage receivables
|
29 | 48 | ||||||
Net
cash used by investing activities
|
(53,259 | ) | (152,391 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Borrowings
from credit facilities
|
15,330 | 445,294 | ||||||
Principal
repayments on credit facilities
|
(37,197 | ) | (44,800 | ) | ||||
Debt
issuance costs
|
(360 | ) | (8,880 | ) | ||||
Capital
lease payments
|
(138 | ) | - | |||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
315 | 304 | ||||||
Treasury
stock repurchases
|
- | (33,966 | ) | |||||
Securitization
deposits
|
- | (210,308 | ) | |||||
Preferred
stock dividends paid
|
(3,241 | ) | (3,241 | ) | ||||
Investment
contract deposits
|
4,703 | 4,027 | ||||||
Investment
contract withdrawals
|
(15,273 | ) | (17,035 | ) | ||||
Net
cash provided (used) by financing activities
|
(35,861 | ) | 131,395 | |||||
Effects
of exchange rate on cash
|
616 | 226 | ||||||
Increase
in cash equivalents
|
33,170 | 86,357 | ||||||
Cash
and cash equivalents at the beginning of period
|
206,622 | 75,272 | ||||||
Cash
and cash equivalents at the end of period
|
$ | 239,792 | $ | 161,629 |
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
3
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 2008 and 2007 correspond to the Company’s fiscal years 2009 and
2008.
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
condensed consolidated balance sheet as of June 30, 2008 and March 31, 2008
include the accounts of AMERCO and its wholly-owned subsidiaries. The June 30,
2008 condensed consolidated statements of operations and cash flows include the
accounts of AMERCO and its wholly-owned subsidiaries. The June 30, 2007
condensed consolidated statements of operations and cash flows include the
accounts of AMERCO and its wholly-owned subsidiaries and SAC Holding II and its
subsidiaries (“SAC Holding II”).
The
condensed consolidated balance sheet as of June 30, 2008 and the related
condensed consolidated statements of operations and cash flow for the first
quarter of fiscal 2009 and 2008 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 2008 Form 10-K.
Intercompany
accounts and transactions have been eliminated.
Description
of Legal Entities
AMERCO, a
Nevada corporation (“AMERCO”), is the holding company for:
U-Haul
International, Inc. (“U-Haul”),
Amerco
Real Estate Company (“Real Estate”),
Republic
Western Insurance Company (“RepWest”), and
Oxford
Life Insurance Company (“Oxford”).
Unless
the context otherwise requires, the term “Company,” “we,” “us” or “our” refers
to AMERCO and all of its legal subsidiaries.
4
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 (through October
2007).
Moving
and Storage operations include AMERCO, U-Haul and Real Estate and the
wholly-owned subsidiaries of U-Haul and Real Estate and consist of the rental of
trucks and trailers, sales of moving supplies, sales of towing accessories,
sales of propane, the rental of self-storage spaces to the “do-it-yourself”
mover and management of self-storage properties owned by others. Operations are
conducted under the registered trade name U-Haul®
throughout the United States and Canada.
Property
and Casualty Insurance includes RepWest and its wholly-owned subsidiaries.
RepWest provides loss adjusting and claims handling for U-Haul through regional
offices across North America. RepWest also underwrites components of the
Safemove, Safetow and Safestor protection packages to U-Haul
customers.
Life
Insurance includes Oxford and its wholly-owned subsidiaries. Oxford provides
life and health insurance products primarily to the senior market through the
direct writing or reinsuring of life insurance, Medicare supplement and annuity
policies. Additionally, Oxford administers the self-insured employee health and
dental plans for Arizona employees of the Company.
SAC
Holding II Corporation and its subsidiaries own self-storage properties that are
managed by U-Haul under property management agreements and act as independent
U-Haul rental equipment dealers. AMERCO, through its subsidiaries, has
contractual interests in certain of SAC Holding II properties entitling AMERCO
to potential future income based on the financial performance of these
properties. Prior to November 2007 AMERCO was considered the primary beneficiary
of these contractual interests. Consequently, for those reporting periods prior
to November 2007, we included the results of SAC Holding II in the consolidated
financial statements of AMERCO, as required by FIN 46(R).
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
weighted average common shares outstanding 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 281,892 and
331,802 as of June 30, 2008 and June 30, 2007, 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.
5
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,
|
|||||||||||||||
2009
Rate (a)
|
Maturities
|
2008
|
2008
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||
Real
estate loan (amortizing term)
|
6.93 | % |
2018
|
$ | 282,500 | $ | 285,000 | |||||||||
Real
estate loan (revolving credit)
|
4.15 | % |
2018
|
95,000 | 100,000 | |||||||||||
Senior
mortgages
|
5.19% - 5.75 | % | 2009-2015 | 509,154 | 511,818 | |||||||||||
Construction
loan (revolving credit)
|
3.96 | % |
2009
|
37,280 | 30,783 | |||||||||||
Working
capital loan (revolving credit)
|
- |
2009
|
- | - | ||||||||||||
Fleet
loans (amortizing term)
|
6.11% - 7.42 | % | 2012-2014 | 273,049 | 288,806 | |||||||||||
Fleet
loans (securitization)
|
5.40% - 5.56 | % | 2010-2014 | 279,233 | 288,270 | |||||||||||
Other
obligations
|
- | 2009-2015 | 16,539 | - | ||||||||||||
Total
AMERCO notes, loans and leases payable
|
$ | 1,492,755 | $ | 1,504,677 | ||||||||||||
(a)
Interest rate as of June 30, 2008, 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 loan has a final maturity
date of August 2018 and 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, 2008, the outstanding balance on
the Real Estate Loan was $282.5 million and $95.0 million drawn down on the
revolving credit facility. 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 for the amortizing term portion, per the provisions of the amended
Loan Agreement, is the applicable London Inter-Bank Offer Rate (“LIBOR”) plus
the applicable margin. At June 30, 2008, the applicable LIBOR was 2.45% and the
applicable margin was 1.50%, the sum of which was 3.95%. 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
interest rate for the revolving credit facility, per the provisions of the
amended Loan agreement, is the applicable LIBOR plus the applicable margin. The
margin ranges from 1.50% to 2.00%. At June 30, 2008, the applicable LIBOR was
2.45% and the applicable margin was 1.70%, the sum of which was
4.15%.
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.
6
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. These senior mortgages loan balances
as of June 30, 2008 were in the aggregate amount of $451.0 million and are due
July 2015. The Senior Mortgages require average monthly principal and interest
payments of $3.0 million with the unpaid loan balance and accrued and unpaid
interest due at maturity. These senior mortgages are secured by certain
properties owned by the borrowers. The interest rates, per the provisions of
these senior mortgages, are 5.68% and 5.52% per annum. Amerco Real Estate
Company and U-Haul International, Inc. have provided limited guarantees of these
senior mortgages. The default provisions of these senior mortgages include
non-payment of principal or interest and other standard reporting and
change-in-control covenants. There are limited restrictions regarding our use of
the funds.
Various
subsidiaries of the Company are borrowers under the mortgage backed loans that
we also classify as senior mortgages. These loans are secured by certain
properties owned by the borrowers. The loan balance of these notes totals $58.2
million as of June 30, 2008. Maturity dates begin in 2009 with the majority
maturing in 2015. Rates for these loans range from 5.19% to 5.75%. The loans
require monthly principal and interest payments with the balances due upon
maturity. The default provisions of the loans include non-payment of principal
or interest and other standard reporting and change-in-control covenants. There
are limited restrictions regarding our use of the funds.
Construction
/ Working Capital Loans
Amerco
Real Estate Company and a subsidiary of U-Haul International, Inc. entered into
a revolving credit construction loan 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, 2008, the outstanding balance was $37.3
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, 2008, the applicable LIBOR
was 2.46% and the margin was 1.50%, the sum of which was 3.96%. U-Haul
International, Inc. is a guarantor of this loan. The default provisions of the
loan include non-payment of principal or interest and other standard reporting
and change-in-control covenants.
Amerco
Real Estate Company is a borrower under an asset backed working capital loan.
The maximum amount that can be drawn at any one time is $35.0 million. The loan
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 2009. The loan requires
monthly interest payments with the unpaid loan balance and accrued and unpaid
interest due at maturity. U-Haul International, Inc. and AMERCO are the
guarantors of this loan. The default provisions of the loan include non-payment
of principal or interest and other standard reporting and change-in-control
covenants. At June 30, 2008, the Company had utilized $25.0 million of
availability as collateral for a letter of credit, leaving $10.0 million of
available credit.
Fleet
Loans
Rental
Truck Amortizing Loans
U-Haul
International, Inc. and several of its subsidiaries are borrowers under
amortizing term loans. The loan balances as of June 30, 2008 were in the
aggregate amount of $273.0 million with final maturities between April 2012 and
March 2014.
The
Amortizing Loans require monthly principal and interest payments, with the
unpaid loan balance and accrued and unpaid interest due at maturity. These loans
were used to purchase new trucks. The interest rates, per the provision of the
Loan Agreements, are the applicable LIBOR plus a margin between 0.90% and 1.75%.
At June 30, 2008, the applicable LIBOR was 2.45% and applicable margins were
between 1.125% and 1.75%, the sum of which was between 3.575% and 4.20%. The
interest rates are hedged with interest rate swaps fixing the rates between
6.11% and 7.42% based on current margins.
7
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
AMERCO
and U-Haul International, Inc. are guarantors for certain of these loans. The
default provisions of these loans 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 (“Box-Truck Note”) and an $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 were used to finance new box truck, cargo van and
pickup truck purchases throughout fiscal 2008. U.S. Bank, NA acts as the trustee
for this securitization.
The Box
Truck Note has a fixed interest rate of 5.56% with an estimated final maturity
of February 2014. At June 30, 2008, the outstanding balance was $192.6 million.
The note is secured by the box trucks that were purchased and operating cash
flows associated with their operation.
The Cargo
Van/Pickup Note has a fixed interest rate of 5.40% with an estimated final
maturity of May 2010. At June 30, 2008, the outstanding balance was $86.6
million. The note is secured by the cargo vans and pickup trucks that were
purchased and the operating cash flows associated with their
operation.
The Box
Truck Note and Cargo Van/Pickup Note have the benefit of financial guaranty
insurance policies that 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.
Other
Obligations
In April
2008, the Company entered into a $10.0 million capital lease for new rental
equipment. The term of the lease is seven years and the Company has the option
to purchase the equipment at a predetermined amount after the fifth year of the
lease.
The
Company entered into $7.9 million of premium financing arrangements for one year
expiring in March and April 2009 at rates between 3.64% and 5.10%. At June 30,
2008, the outstanding balance of these arrangements was $6.7
million.
Annual
Maturities of AMERCO Consolidated Notes, Loans and Leases Payable
The
annual maturities of AMERCO consolidated long-term debt as of June 30, 2008 for
the next five years and thereafter is as follows:
Year
Ending June 30,
|
||||||||||||||||||||||||
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
|||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
Notes,
loans and leases payable, secured
|
$ | 148,443 | $ | 166,209 | $ | 66,118 | $ | 119,748 | $ | 87,815 | $ | 904,422 |
8
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,
|
||||||||
2008
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Interest
expense
|
$ | 19,587 | $ | 22,068 | ||||
Capitalized
interest
|
(110 | ) | (283 | ) | ||||
Amortization
of transaction costs
|
1,279 | 881 | ||||||
Interest
expense (income) resulting from derivatives
|
3,088 | (453 | ) | |||||
Total
AMERCO interest expense
|
23,844 | 22,213 | ||||||
SAC
Holding II interest expense
|
- | 3,231 | ||||||
Less:
Intercompany transactions
|
- | 1,728 | ||||||
Total
SAC Holding II interest expense
|
- | 1,503 | ||||||
Total
|
$ | 23,844 | $ | 23,716 |
Interest
paid in cash by AMERCO amounted to $19.2 million and $20.1 million for the first
quarter of fiscal 2009 and 2008, respectively.
The
Company manages exposure to changes in market interest rates. The Company’s use
of derivative instruments is limited to highly effective interest rate swaps to
hedge the risk of changes in cash flows (future interest payments) attributable
to changes in LIBOR swap rates, the designated benchmark interest rate being
hedged on certain of our LIBOR-indexed variable-rate debt. The interest rate
swaps effectively fix the Company’s interest payments on certain LIBOR-indexed
variable-rate debt. The Company monitors its positions and the credit ratings of
its counterparties and does not anticipate non-performance by the
counterparties. Interest rate swap agreements are not entered into for trading
purposes.
On June
8, 2005, the Company entered into separate interest rate swap agreements 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, that were designated as
cash flow hedges effective July 1, 2005. These swap agreements were cancelled on
August 18, 2006 in conjunction with our amendment of the Real Estate Loan and we
entered into a new interest rate swap agreement for $300.0 million of our
variable-rate debt over a twelve-year term effective on August 18, 2006. As of
August 18, 2006, a net gain of approximately $6.0 million related to the two
cancelled swaps was included in other comprehensive income (loss). As the
variable-rate debt was replaced, it is probable that the original forecasted
transaction (future interest payments) will continue to occur. Therefore the net
derivative gain related to the two cancelled swaps shall continue to be reported
in other comprehensive income (loss) and be reclassified into earnings when the
original forecasted transaction affects earnings consistent with the term of the
original designated hedging relationship. For the quarter ended June 30, 2008,
the Company reclassified $0.5 million of the net derivative gain to interest
income. The Company estimates that $1.0 million of the existing net gains will
be reclassified into earnings within the next 12 months.
On
November 15, 2005, the Company entered into a forward starting interest rate
swap agreement for $142.3 million of our variable-rate debt over a six-year term
that became effective on May 10, 2006. This swap was designated as a cash flow
hedge effective May 31, 2006.
9
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
On June
21, 2006, the Company entered into a forward starting interest rate swap
agreement for $50.0 million of our variable-rate debt over a seven-year term
that became effective on July 10, 2006. On June 9, 2006, the Company entered
into a forward starting interest rate swap agreement for $144.9 million of a
variable-rate debt over a six-year term that became effective on October 10,
2006. On February 9, 2007, the Company entered into an interest rate swap
agreement for $30.0 million of our variable-rate debt over a seven-year term
that became effective on February 12, 2007. On March 8, 2007, the Company
entered into two separate interest rate swap agreements each for $20.0 million
of our variable-rate debt over seven-year terms that became effective on March
10, 2007. These interest rate swap agreements were designated as cash flow
hedges on their effective dates. On April 8, 2008, the Company entered into a
forward starting interest rate swap agreement for $19.3 million of our
variable-rate debt over a seven year term that becomes effective on August 15,
2008.
On
May 13, 2004, the Company entered into an interest rate cap agreement for
$50.0 million of our variable rate debt over a three year term; however,
this agreement was dedesignated as a cash flow hedge effective July 11, 2005
when the Real Estate Loan was paid down by $222.4 million. The $50.0 million
interest rate cap agreement expired on May 17, 2007. Subsequent to
July 11, 2005, all changes in the interest rate caps fair value (including
changes in the option’s time value), were charged to earnings as the original
forecasted transaction was cancelled. Prior to July 11, 2005, the change in each
caplets’ respective allocated fair value amount was reclassified out of
accumulated other comprehensive income (loss) into earnings when each of the
hedged forecasted transactions (the quarterly interest payments) impacted
earnings and when interest payments were either made or received.
For the
quarter ended June 30, 2008, the Company recognized net losses of $3.8 million
from highly effective cash flow hedges, which are attributable to the portion of
the change in the fair value of the hedges, excluded from the assessment of the
effectiveness of the hedges. The hedging relationship of certain interest rate
swap agreements is not considered to be perfectly effective in which an
effectiveness test is performed for each reporting period. The net gains
attributable to the portion of the change in the fair value representing the
amount of the hedges’ ineffectiveness recognized in earnings during the first
quarter was $0.2 million included in interest income. All forecasted
transactions currently being hedged are expected to occur by 2018.
Interest
Rates
Interest
rates and Company borrowings were as follows:
Revolving
Credit Activity
|
||||||||
Quarter
Ended June 30,
|
||||||||
2008
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except interest rates)
|
||||||||
Weighted
average interest rate during the quarter
|
4.25 | % | 6.72 | % | ||||
Interest
rate at the end of the quarter
|
4.10 | % | 6.71 | % | ||||
Maximum
amount outstanding during the quarter
|
$ | 132,280 | $ | 138,700 | ||||
Average
amount outstanding during the quarter
|
$ | 128,134 | $ | 101,269 | ||||
Facility
fees
|
$ | 74 | $ | 69 |
10
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
5.
Stockholders Equity
On
December 5, 2007, we announced that the 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 until
December 31, 2008. The extent to which the Company repurchases its shares and
the timing of such purchases will depend upon market conditions and other
corporate considerations. Any purchases will be funded from available working
capital. During the first quarter of fiscal 2009, no shares of our common stock
were repurchased.
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
|
|||||||||||||||
(Unaudited)
|
||||||||||||||||||||
April
1 - 30, 2008
|
- | $ | - | - | $ | - | $ | 26,487,620 | ||||||||||||
May
1 - 31, 2008
|
- | $ | - | - | $ | - | $ | 26,487,620 | ||||||||||||
June
1 - 30, 2008
|
- | $ | - | - | $ | - | $ | 26,487,620 | ||||||||||||
First
Quarter Total
|
- | $ | - | - | $ | - | ||||||||||||||
Cumulative
Plan Total
|
428,000 | $ | 54.94 | 428,000 | $ | 23,512,380 | ||||||||||||||
(1)
Represents weighted average purchase price for the periods
presented.
|
6.
Comprehensive Income (Loss)
A summary
of accumulated other comprehensive income (loss) components, net of tax, were as
follows:
Foreign
Currency Translation
|
Unrealized
Gain on Investments
|
Fair
Market Value of Cash Flow Hedge
|
Postretirement
Benefit Obligation Gain
|
Accumulated
Other Comprehensive Income (Loss)
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Balance
at March 31, 2008
|
$ | (27,583 | ) | $ | 1,591 | $ | (30,578 | ) | $ | 1,291 | $ | (55,279 | ) | |||||||
Foreign
currency translation
|
1,182 | - | - | - | 1,182 | |||||||||||||||
Unrealized
gain on investments
|
- | 478 | - | - | 478 | |||||||||||||||
Change
in fair value of cash flow hedge
|
- | - | 13,395 | - | 13,395 | |||||||||||||||
Balance
at June 30, 2008
|
$ | (26,401 | ) | $ | 2,069 | $ | (17,183 | ) | $ | 1,291 | $ | (40,224 | ) |
Total
comprehensive income, net of taxes, for the quarter ended June 30, 2008 and 2007
were $44.9 million and $56.8 million, respectively.
11
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 2015, with the exception of one land lease expiring in 2034. At June 30,
2008, AMERCO had guaranteed $185.8 million of residual values for these rental
equipment assets at the end of the respective lease terms. Certain leases
contain renewal and fair market value purchase options as well as mileage and
other restrictions. At the expiration of the lease, the Company has the option
to renew the lease, purchase the asset for fair market value, or sell the asset
to a third party on behalf of the lessor. AMERCO has been leasing equipment
since 1987 and has experienced no material losses related to these types of
residual value guarantees.
Lease
commitments for leases having terms of more than one year were as
follows:
Property,
Plant
and
Equipment
|
Rental
Equipment
|
Total
|
||||||||||
(Unaudited)
|
||||||||||||
(In
thousands)
|
||||||||||||
Year-ended
June 30:
|
||||||||||||
2009
|
$ | 12,845 | $ | 119,605 | $ | 132,450 | ||||||
2010
|
12,445 | 106,494 | 118,939 | |||||||||
2011
|
12,271 | 88,302 | 100,573 | |||||||||
2012
|
11,917 | 72,941 | 84,858 | |||||||||
2013
|
11,281 | 57,979 | 69,260 | |||||||||
Thereafter
|
15,350 | 59,000 | 74,350 | |||||||||
Total
|
$ | 76,109 | $ | 504,321 | $ | 580,430 |
12
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
8.
Contingencies
Shoen
In
September 2002, Paul F. Shoen filed a shareholder derivative lawsuit in the
Second Judicial District Court of the State of Nevada, Washoe County, captioned
Paul F. Shoen vs. SAC
Holding Corporation et al., CV 02-05602, 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 as a nominal Defendant
in the case. 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 prior to the filing of
the complaint. The complaint seeks a declaration that such transfers are void as
well as unspecified damages. In October 2002, the Defendants filed motions to
dismiss the complaint. Also in October 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 in January 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. Each of these suits is
substantially similar to the Paul F. Shoen case. The Court consolidated the five
cases and thereafter dismissed these actions in May 2003, concluding that the
AMERCO Board of Directors had the requisite level of independence required in
order to have these claims resolved by the Board. Plaintiffs appealed this
decision and, in July 2006, the Nevada Supreme Court reversed the ruling of the
trial court and remanded the case 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.
In
November 2006, the Plaintiffs filed an amended complaint. In December 2006, the
Defendants filed motions to dismiss, based on various legal theories. In March
2007, the Court denied AMERCO’s motion to dismiss regarding the issue of demand
futility, stating that “Plaintiffs have satisfied the heightened pleading
requirements of demand futility by showing a majority of the members of the
AMERCO Board of Directors were interested parties in the SAC transactions.” The
Court heard oral argument on the remainder of the Defendants’ motions to
dismiss, including the motion (“Goldwasser Motion”) based on the fact that the
subject matter of the lawsuit had been settled and dismissed in earlier
litigation known as Goldwasser v. Shoen,
C.V.N.-94-00810-ECR (D.Nev), Washoe County, Nevada. In addition, in September
and October 2007, the Defendants filed Motions for Judgment on the Pleadings or
in the Alternative Summary Judgment, based on the fact that the stockholders of
the Company had ratified the underlying transactions at the 2007 annual meeting
of stockholders of AMERCO. In December 2007, the Court denied this motion. This
ruling does not preclude a renewed motion for summary judgment after discovery
and further proceedings on these issues. On April 7, 2008, the litigation was
dismissed, on the basis of the Goldwasser Motion. On May 8, 2008, the Plaintiffs
filed a notice of appeal of such dismissal to the Nevada Supreme Court. On May
20, 2008, AMERCO filed a cross appeal relating to the denial of its Motion to
Dismiss in regards to demand futility. The appeals are currently
pending.
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 adverse effect on AMERCO’s
financial position or results of operations.
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.
13
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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 result in a material adverse
effect on AMERCO’s financial position or results of operations. Real Estate
expects to spend approximately $5.7 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 position
and results of operations.
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
Holding Corporation and its subsidiaries, and SAC Holding II Corporation and its
subsidiaries, collectively referred to as “SAC Holdings” were established in
order to acquire self-storage properties. These properties are being managed by
the Company pursuant to management agreements. The sale of self-storage
properties by the Company to SAC Holdings has in the past provided significant
cash flows to the Company.
Management
believes that its sales of self-storage properties to SAC Holdings has provided
a unique structure for the Company to earn moving equipment rental revenues and
property management fee revenues from the SAC Holdings self-storage properties
that the Company manages.
During
the first quarter of fiscal 2009, 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”).
Blackwater is wholly-owned by Mark V. Shoen, a significant shareholder and
executive officer of AMERCO. The Company does not have an equity ownership
interest in SAC Holdings. The Company recorded interest income of $4.6 million
and $4.6 million, and received cash interest payments of $4.9 million and $4.6
million, from SAC Holdings during the first quarter of fiscal 2009 and 2008,
respectively. The largest aggregate amount of notes receivable outstanding
during the first quarter of fiscal 2009 was $198.1 million and the aggregate
notes receivable balance at June 30, 2008 was $198.0 million. In accordance with
the terms of these notes, SAC Holdings may repay the notes without penalty or
premium at any time.
Interest
accrues on the outstanding principal balance of junior notes of SAC Holdings
that the Company holds at a 9.0% rate per annum. A fixed portion of that basic
interest is paid on a monthly basis. Additional interest can be earned on notes
totaling $122.2 million of principal depending upon the amount of remaining
basic interest and the cash flow generated by the underlying property. This
amount is referred to as the “cash flow-based calculation.”
To the
extent that this cash flow-based calculation exceeds the amount of remaining
basic interest, contingent interest would be paid on the same monthly date as
the fixed portion of basic interest. To the extent that the cash flow-based
calculation is less than the amount of remaining basic interest, the additional
interest payable on the applicable monthly date is limited to the amount of that
cash flow-based calculation. In such a case, the excess of the remaining basic
interest over the cash flow-based calculation is deferred. In addition, subject
to certain contingencies, the junior notes provide that the holder of the note
is entitled to receive a portion of the appreciation realized upon, among other
things, the sale of such property by SAC Holdings. To date, no excess cash flows
related to these arrangements have been earned or paid.
During
the first quarter of fiscal 2009, AMERCO and U-Haul held various junior notes
with Private Mini Realty, L.P. (“Private Mini”). The equity interests of Private
Mini are ultimately controlled by Blackwater. The Company recorded interest
income of $1.3 million and $1.2 million during the first quarter of fiscal 2009
and 2008, respectively and received cash interest payments of $1.3 million from
Private Mini during the first quarter of both fiscal 2009 and 2008. The balance
of notes receivable from Private Mini at June 30, 2008 was $68.9 million. The
largest aggregate amount of notes receivable outstanding during the first
quarter of fiscal 2009 was $69.1 million.
14
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The
Company currently manages the self-storage properties owned or leased by SAC
Holdings, Mercury Partners, L.P. (“Mercury”), Four SAC Self-Storage Corporation
(“4 SAC”), Five SAC Self-Storage Corporation (“5 SAC”), Galaxy Investments, L.P.
(“Galaxy”), and Private Mini pursuant to a standard form of management
agreement, under which the Company receives a management fee of between 4% and
10% of the gross receipts plus reimbursement for certain expenses. The Company
received management fees, exclusive of reimbursed expenses, of $10.9 million and
$10.1 million from the above mentioned entities during the first quarter of
fiscal 2009 and 2008, 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 during the first
quarter of both fiscal 2009 and 2008, 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, 2008, 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 2009 and 2008, the
Company paid the above mentioned entities $9.5 million and $9.8 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 $10.2 million,
expenses of $0.6 million and cash flows of $13.6 million during the first
quarter of fiscal 2009. Revenues and commission expenses related to the Dealer
Agreements were $44.8 million and $9.5 million, respectively.
In prior
years, U-Haul sold various properties to SAC Holdings at prices in excess of
U-Haul’s carrying values resulting in gains which U-Haul deferred and treated as
additional paid-in capital. The transferred properties have historically been
stated at the original cost basis as the gains were eliminated in consolidation.
In March 2004, a portion of these deferred gains were recognized and treated as
contributions from a related party in the amount of $111.0 million as a result
of the deconsolidation of SAC Holding Corporation. In November 2007, the
remaining portion of these deferred gains were recognized and treated as
contributions from a related party in the amount of $46.1 million as a result of
the deconsolidation of SAC Holding II Corporation.
Related
Party Assets
June
30,
|
March
31,
|
|||||||
2008
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Private
Mini notes, receivables and interest
|
$ | 71,117 | $ | 71,038 | ||||
U-Haul
notes receivable from SAC Holding Corporation
|
198,012 | 198,144 | ||||||
U-Haul
interest receivable from SAC Holding Corporation
|
4,200 | 4,498 | ||||||
U-Haul
receivable from SAC Holding Corporation
|
17,913 | 20,617 | ||||||
U-Haul
receivable from Mercury
|
4,205 | 6,791 | ||||||
Other
|
1,519 | 2,798 | ||||||
$ | 296,966 | $ | 303,886 |
15
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
10.
Consolidating Financial Information by Industry Segment
AMERCO
has or had four reportable segments. They are Moving and Storage, Property and
Casualty Insurance, Life Insurance and SAC Holding II. Management tracks
revenues separately, but does not report any separate measure of the
profitability for rental vehicles, rentals of self-storage spaces and sales of
products that are required to be classified as a separate operating segment and
accordingly does not present these as separate reportable segments. Deferred
income taxes are shown as liabilities on the condensed consolidating
statements.
The
consolidated balance sheet as of June 30, 2008 and March 31, 2008 includes the
accounts of AMERCO and its wholly-owned subsidiaries. The June 30, 2008
consolidated statements of operations and cash flows include the accounts of
AMERCO and its wholly-owned subsidiaries. The June 30, 2007 consolidated
statements of operations and cash flows include the accounts of AMERCO and its
wholly-owned subsidiaries and SAC Holding II and its subsidiaries.
AMERCO’s
four reportable segments are (or were):
|
(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
subsidiaries
|
|
(c)
|
Life
Insurance, comprised of Oxford and its
subsidiaries
|
|
(d)
|
SAC
Holding II and its subsidiaries (through October
2007)
|
The
information includes elimination entries necessary to consolidate AMERCO, the
parent, with its subsidiaries and SAC Holding II and its
subsidiaries.
Investments
in subsidiaries are accounted for by the parent using the equity method of
accounting.
16
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, 2008 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$ | 30 | $ | 225,119 | $ | - | $ | - | $ | 225,149 | $ | 5,927 | $ | 8,716 | $ | - | $ | 239,792 | ||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
- | 29,043 | 28 | - | 29,071 | 168,379 | 10,194 | - | 207,644 | |||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
- | 1,178 | 1,121 | - | 2,299 | - | - | - | 2,299 | |||||||||||||||||||||||||||||
Inventories,
net
|
- | 71,075 | - | - | 71,075 | - | - | - | 71,075 | |||||||||||||||||||||||||||||
Prepaid
expenses
|
1,908 | 60,977 | 44 | - | 62,929 | - | - | - | 62,929 | |||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
- | - | - | - | - | 111,354 | 456,178 | - | 567,532 | |||||||||||||||||||||||||||||
Investments,
other
|
- | 846 | 13,533 | - | 14,379 | 116,441 | 117,168 | - | 247,988 | |||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
- | - | - | - | - | 21 | 33,499 | - | 33,520 | |||||||||||||||||||||||||||||
Other
assets
|
8 | 98,467 | 30,055 | - | 128,530 | 1,752 | 404 | - | 130,686 | |||||||||||||||||||||||||||||
Related
party assets
|
1,198,757 | 239,489 | 27,456 | (1,164,717 | ) |
(c)
|
300,985 | 4,188 | - | (8,207 | ) |
(c)
|
296,966 | |||||||||||||||||||||||||
1,200,703 | 726,194 | 72,237 | (1,164,717 | ) | 834,417 | 408,062 | 626,159 | (8,207 | ) | 1,860,431 | ||||||||||||||||||||||||||||
Investment
in subsidiaries
|
(202,988 | ) | - | - | 507,154 |
(b)
|
304,166 | - | - | (304,166 | ) |
(b)
|
- | |||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||
Land
|
- | 44,451 | 163,940 | - | 208,391 | - | - | - | 208,391 | |||||||||||||||||||||||||||||
Buildings
and improvements
|
- | 133,231 | 751,081 | - | 884,312 | - | - | - | 884,312 | |||||||||||||||||||||||||||||
Furniture
and equipment
|
304 | 302,123 | 18,188 | - | 320,615 | - | - | - | 320,615 | |||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
- | 208,826 | - | - | 208,826 | - | - | - | 208,826 | |||||||||||||||||||||||||||||
Rental
trucks
|
- | 1,712,246 | - | - | 1,712,246 | - | - | - | 1,712,246 | |||||||||||||||||||||||||||||
304 | 2,400,877 | 933,209 | - | 3,334,390 | - | - | - | 3,334,390 | ||||||||||||||||||||||||||||||
Less: Accumulated
depreciation
|
(247 | ) | (1,005,177 | ) | (310,006 | ) | - | (1,315,430 | ) | - | - | - | (1,315,430 | ) | ||||||||||||||||||||||||
Total
property, plant and equipment
|
57 | 1,395,700 | 623,203 | - | 2,018,960 | - | - | - | 2,018,960 | |||||||||||||||||||||||||||||
Total
assets
|
$ | 997,772 | $ | 2,121,894 | $ | 695,440 | $ | (657,563 | ) | $ | 3,157,543 | $ | 408,062 | $ | 626,159 | $ | (312,373 | ) | $ | 3,879,391 | ||||||||||||||||||
(a) Balances
as of March 31, 2008
|
||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries
|
||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
17
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
balance sheets by industry segment as of June 30, 2008 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$ | 1,760 | $ | 286,585 | $ | 4,744 | $ | - | $ | 293,089 | $ | - | $ | 6,048 | $ | - | $ | 299,137 | ||||||||||||||||||||
AMERCO's
notes, loans and leases payable
|
- | 622,911 | 869,844 | - | 1,492,755 | - | - | - | 1,492,755 | |||||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
- | 362,542 | - | - | 362,542 | 286,774 | 135,936 | - | 785,252 | |||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
- | - | - | - | - | - | 328,628 | - | 328,628 | |||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | 6,590 | 3,055 | - | 9,645 | |||||||||||||||||||||||||||||
Deferred
income
|
- | 16,787 | - | - | 16,787 | - | - | - | 16,787 | |||||||||||||||||||||||||||||
Deferred
income taxes
|
188,583 | - | - | - | 188,583 | (36,898 | ) | (5,347 | ) | - | 146,338 | |||||||||||||||||||||||||||
Related
party liabilities
|
- | 1,167,655 | - | (1,164,717 | ) |
(c)
|
2,938 | 1,938 | 3,331 | (8,207 | ) |
(c)
|
- | |||||||||||||||||||||||||
Total
liabilities
|
190,343 | 2,456,480 | 874,588 | (1,164,717 | ) | 2,356,694 | 258,404 | 471,651 | (8,207 | ) | 3,078,542 | |||||||||||||||||||||||||||
Stockholders'
equity:
|
||||||||||||||||||||||||||||||||||||||
Series
preferred stock:
|
||||||||||||||||||||||||||||||||||||||
Series
A preferred stock
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Series
B preferred stock
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Series
A common stock
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Common
stock
|
10,497 | 540 | 1 | (541 | ) |
(b)
|
10,497 | 3,300 | 2,500 | (5,800 | ) |
(b)
|
10,497 | |||||||||||||||||||||||||
Additional
paid-in capital
|
419,833 | 121,230 | 147,481 | (268,711 | ) |
(b)
|
419,833 | 86,121 | 26,271 | (112,392 | ) |
(b)
|
419,833 | |||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(40,224 | ) | (42,293 | ) | - | 42,293 |
(b)
|
(40,224 | ) | (289 | ) | 2,358 | (2,069 | ) |
(b)
|
(40,224 | ) | |||||||||||||||||||||
Retained
earnings (deficit)
|
942,000 | (407,483 | ) | (326,630 | ) | 734,113 |
(b)
|
942,000 | 60,526 | 123,379 | (183,905 | ) |
(b)
|
942,000 | ||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(524,677 | ) | - | - | - | (524,677 | ) | - | - | - | (524,677 | ) | ||||||||||||||||||||||||||
Unearned
employee stock ownership plan shares
|
- | (6,580 | ) | - | - | (6,580 | ) | - | - | - | (6,580 | ) | ||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
807,429 | (334,586 | ) | (179,148 | ) | 507,154 | 800,849 | 149,658 | 154,508 | (304,166 | ) | 800,849 | ||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$ | 997,772 | $ | 2,121,894 | $ | 695,440 | $ | (657,563 | ) | $ | 3,157,543 | $ | 408,062 | $ | 626,159 | $ | (312,373 | ) | $ | 3,879,391 | ||||||||||||||||||
(a) Balances
as of March 31, 2008
|
||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries
|
||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
18
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
balance sheets by industry segment as of March 31, 2008 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$ | 30 | $ | 191,220 | $ | - | $ | - | $ | 191,250 | $ | 6,848 | $ | 8,524 | $ | - | $ | 206,622 | ||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
- | 20,529 | 27 | - | 20,556 | 170,305 | 10,255 | - | 201,116 | |||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
- | 1,158 | 930 | - | 2,088 | - | - | - | 2,088 | |||||||||||||||||||||||||||||
Inventories,
net
|
- | 65,349 | - | - | 65,349 | - | - | - | 65,349 | |||||||||||||||||||||||||||||
Prepaid
expenses
|
4,508 | 51,418 | 233 | - | 56,159 | - | - | - | 56,159 | |||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
- | - | - | - | - | 144,171 | 489,613 | - | 633,784 | |||||||||||||||||||||||||||||
Investments,
other
|
- | 838 | 13,515 | - | 14,353 | 80,786 | 90,452 | - | 185,591 | |||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
- | - | - | - | - | 30 | 35,548 | - | 35,578 | |||||||||||||||||||||||||||||
Other
assets
|
8 | 97,285 | 30,494 | - | 127,787 | 2,808 | 543 | - | 131,138 | |||||||||||||||||||||||||||||
Related
party assets
|
1,164,092 | 244,801 | 29,198 | (1,131,730 | ) |
(c)
|
306,361 | 7,067 | - | (9,542 | ) |
(c)
|
303,886 | |||||||||||||||||||||||||
1,168,638 | 672,598 | 74,397 | (1,131,730 | ) | 783,903 | 412,015 | 634,935 | (9,542 | ) | 1,821,311 | ||||||||||||||||||||||||||||
Investment
in subsidiaries
|
(234,927 | ) | - | - | 534,247 |
(b)
|
299,320 | - | - | (299,320 | ) |
(b)
|
- | |||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||
Land
|
- | 44,224 | 163,940 | - | 208,164 | - | - | - | 208,164 | |||||||||||||||||||||||||||||
Buildings
and improvements
|
- | 109,826 | 750,056 | - | 859,882 | - | - | - | 859,882 | |||||||||||||||||||||||||||||
Furniture
and equipment
|
304 | 291,561 | 18,095 | - | 309,960 | - | - | - | 309,960 | |||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
- | 205,572 | - | - | 205,572 | - | - | - | 205,572 | |||||||||||||||||||||||||||||
Rental
trucks
|
- | 1,734,425 | - | - | 1,734,425 | - | - | - | 1,734,425 | |||||||||||||||||||||||||||||
304 | 2,385,608 | 932,091 | - | 3,318,003 | - | - | - | 3,318,003 | ||||||||||||||||||||||||||||||
Less: Accumulated
depreciation
|
(242 | ) | (999,040 | ) | (307,545 | ) | - | (1,306,827 | ) | - | - | - | (1,306,827 | ) | ||||||||||||||||||||||||
Total
property, plant and equipment
|
62 | 1,386,568 | 624,546 | - | 2,011,176 | - | - | - | 2,011,176 | |||||||||||||||||||||||||||||
Total
assets
|
$ | 933,773 | $ | 2,059,166 | $ | 698,943 | $ | (597,483 | ) | $ | 3,094,399 | $ | 412,015 | $ | 634,935 | $ | (308,862 | ) | $ | 3,832,487 | ||||||||||||||||||
(a) Balances
as of December 31, 2007
|
||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries
|
||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
19
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
balance sheets by industry segment as of March 31, 2008 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$ | 924 | $ | 281,666 | $ | 4,903 | $ | - | $ | 287,493 | $ | - | $ | 5,033 | $ | - | $ | 292,526 | ||||||||||||||||||||
AMERCO's
notes and loans payable
|
- | 630,533 | 874,144 | - | 1,504,677 | - | - | - | 1,504,677 | |||||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
- | 360,308 | - | - | 360,308 | 291,318 | 137,748 | - | 789,374 | |||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
- | - | - | - | - | - | 339,198 | - | 339,198 | |||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | 6,854 | 3,613 | - | 10,467 | |||||||||||||||||||||||||||||
Deferred
income
|
- | 11,781 | - | - | 11,781 | - | - | - | 11,781 | |||||||||||||||||||||||||||||
Deferred
income taxes
|
167,523 | - | - | - | 167,523 | (36,783 | ) | (4,707 | ) | - | 126,033 | |||||||||||||||||||||||||||
Related
party liabilities
|
- | 1,135,916 | - | (1,131,730 | ) |
(c)
|
4,186 | 2,048 | 3,308 | (9,542 | ) |
(c)
|
- | |||||||||||||||||||||||||
Total
liabilities
|
168,447 | 2,420,204 | 879,047 | (1,131,730 | ) | 2,335,968 | 263,437 | 484,193 | (9,542 | ) | 3,074,056 | |||||||||||||||||||||||||||
Stockholders'
equity:
|
||||||||||||||||||||||||||||||||||||||
Series
preferred stock:
|
||||||||||||||||||||||||||||||||||||||
Series
A preferred stock
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Series
B preferred stock
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Series
A common stock
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Common
stock
|
10,497 | 540 | 1 | (541 | ) |
(b)
|
10,497 | 3,300 | 2,500 | (5,800 | ) |
(b)
|
10,497 | |||||||||||||||||||||||||
Additional
paid-in capital
|
419,370 | 121,230 | 147,481 | (268,711 | ) |
(b)
|
419,370 | 86,121 | 26,271 | (112,392 | ) |
(b)
|
419,370 | |||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(55,279 | ) | (56,870 | ) | - | 56,870 |
(b)
|
(55,279 | ) | 63 | 1,528 | (1,591 | ) |
(b)
|
(55,279 | ) | ||||||||||||||||||||||
Retained
earnings (deficit)
|
915,415 | (419,043 | ) | (327,586 | ) | 746,629 |
(b)
|
915,415 | 59,094 | 120,443 | (179,537 | ) |
(b)
|
915,415 | ||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(524,677 | ) | - | - | - | (524,677 | ) | - | - | - | (524,677 | ) | ||||||||||||||||||||||||||
Unearned
employee stock ownership plan shares
|
- | (6,895 | ) | - | - | (6,895 | ) | - | - | - | (6,895 | ) | ||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
765,326 | (361,038 | ) | (180,104 | ) | 534,247 | 758,431 | 148,578 | 150,742 | (299,320 | ) | 758,431 | ||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$ | 933,773 | $ | 2,059,166 | $ | 698,943 | $ | (597,483 | ) | $ | 3,094,399 | $ | 412,015 | $ | 634,935 | $ | (308,862 | ) | $ | 3,832,487 | ||||||||||||||||||
(a) Balances
as of December 31, 2007
|
||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries
|
||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
20
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
statement of operations by industry segment for the quarter ending June 30, 2008
are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$ | - | $ | 390,029 | $ | - | $ | - | $ | 390,029 | $ | - | $ | - | $ | - | $ | 390,029 | ||||||||||||||||||||
Self-storage
revenues
|
- | 27,144 | 407 | - | 27,551 | - | - | - | 27,551 | |||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
- | 62,556 | - | - | 62,556 | - | - | - | 62,556 | |||||||||||||||||||||||||||||
Property
management fees
|
- | 4,716 | - | - | 4,716 | - | - | - | 4,716 | |||||||||||||||||||||||||||||
Life
insurance premiums
|
- | - | - | - | - | - | 26,917 | - | 26,917 | |||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
- | - | - | - | - | 6,124 | - | - | 6,124 | |||||||||||||||||||||||||||||
Net
investment and interest income
|
1,143 | 5,874 | - | - | 7,017 | 2,766 | 5,189 | (376 | ) |
(b,d)
|
14,596 | |||||||||||||||||||||||||||
Other
revenue
|
- | 10,850 | 17,836 | (19,014 | ) |
(b)
|
9,672 | - | 957 | (324 | ) |
(b)
|
10,305 | |||||||||||||||||||||||||
Total
revenues
|
1,143 | 501,169 | 18,243 | (19,014 | ) | 501,541 | 8,890 | 33,063 | (700 | ) | 542,794 | |||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
2,612 | 267,668 | 2,200 | (19,014 | ) |
(b)
|
253,466 | 1,950 | 5,772 | (1,917 | ) | (b,c,d | ) | 259,271 | ||||||||||||||||||||||||
Commission
expenses
|
- | 47,965 | - | - | 47,965 | - | - | - | 47,965 | |||||||||||||||||||||||||||||
Cost
of sales
|
- | 34,985 | - | - | 34,985 | - | - | - | 34,985 | |||||||||||||||||||||||||||||
Benefits
and losses
|
- | - | - | - | - | 4,732 | 21,044 | 1,541 |
(c)
|
27,317 | ||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 3 | 2,085 | - | 2,088 | |||||||||||||||||||||||||||||
Lease
expense
|
23 | 34,845 | 1 | - | 34,869 | - | - | (301 | ) |
(b)
|
34,568 | |||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
5 | 61,911 | 3,022 | - | 64,938 | - | - | - | 64,938 | |||||||||||||||||||||||||||||
Total
costs and expenses
|
2,640 | 447,374 | 5,223 | (19,014 | ) | 436,223 | 6,685 | 28,901 | (677 | ) | 471,132 | |||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
16,884 | - | - | (12,516 | ) |
(e)
|
4,368 | - | - | (4,368 | ) |
(e)
|
- | |||||||||||||||||||||||||
Earnings
from operations
|
15,387 | 53,795 | 13,020 | (12,516 | ) | 69,686 | 2,205 | 4,162 | (4,391 | ) | 71,662 | |||||||||||||||||||||||||||
Interest
income (expense)
|
22,370 | (35,354 | ) | (10,883 | ) | - | (23,867 | ) | - | - | 23 |
(d)
|
(23,844 | ) | ||||||||||||||||||||||||
Pretax
earnings
|
37,757 | 18,441 | 2,137 | (12,516 | ) | 45,819 | 2,205 | 4,162 | (4,368 | ) | 47,818 | |||||||||||||||||||||||||||
Income
tax expense
|
(7,931 | ) | (6,881 | ) | (1,181 | ) | - | (15,993 | ) | (773 | ) | (1,226 | ) | - | (17,992 | ) | ||||||||||||||||||||||
Net
earnings
|
29,826 | 11,560 | 956 | (12,516 | ) | 29,826 | 1,432 | 2,936 | (4,368 | ) | 29,826 | |||||||||||||||||||||||||||
Less: Preferred
stock dividends
|
(3,241 | ) | - | - | - | (3,241 | ) | - | - | - | (3,241 | ) | ||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$ | 26,585 | $ | 11,560 | $ | 956 | $ | (12,516 | ) | $ | 26,585 | $ | 1,432 | $ | 2,936 | $ | (4,368 | ) | $ | 26,585 | ||||||||||||||||||
(a) Balances
for the quarter ended March 31, 2008
|
||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||
(c )
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||
(e)
Eliminate equity in earnings of subsidiaries
|
21
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
statements of operations by industry for the quarter ended 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
|
$ | - | $ | 392,517 | $ | - | $ | - | $ | 392,517 | $ | - | $ | - | $ | - | $ | 392,517 | $ | 2,423 | $ | (2,423 | ) |
(b)
|
$ | 392,517 | |||||||||||||||||||||||||
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 | (506 | ) | (b,d) | 16,042 | - | (1,728 | ) |
(d)
|
14,314 | |||||||||||||||||||||||||||||||||||
Other
revenue
|
- | 8,180 | 17,066 | (18,493 | ) |
(b)
|
6,753 | - | 1,142 | (337 | ) |
(b)
|
7,558 | 322 | (177 | ) |
(b)
|
7,703 | |||||||||||||||||||||||||||||||||
Total
revenues
|
1,186 | 502,418 | 17,486 | (18,493 | ) | 502,597 | 9,016 | 36,183 | (843 | ) | 546,953 | 12,389 | (5,067 | ) | 554,275 | ||||||||||||||||||||||||||||||||||||
Costs
and expenses:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
3,650 | 273,221 | 2,834 | (18,493 | ) |
(b)
|
261,212 | 2,762 | 6,372 | (2,251 | ) | (b,c,d | ) | 268,095 | 5,845 | (739 | ) |
(g)
|
273,201 | ||||||||||||||||||||||||||||||||
Commission
expenses
|
- | 46,727 | - | - | 46,727 | - | - | - | 46,727 | - | (2,423 | ) |
(b)
|
44,304 | |||||||||||||||||||||||||||||||||||||
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 | - | - | (299 | ) |
(b)
|
32,836 | - | (177 | ) |
(b)
|
32,659 | |||||||||||||||||||||||||||||||||||
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 | 436,461 | (4,480 | ) | (18,493 | ) | 417,338 | 6,700 | 33,866 | (788 | ) | 457,116 | 8,634 | (3,479 | ) | 462,271 | |||||||||||||||||||||||||||||||||||
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 | (2,976 | ) | 90,149 | 3,755 | (1,900 | ) | 92,004 | ||||||||||||||||||||||||||||||||||||
Interest
income (expense)
|
21,265 | (30,636 | ) | (12,897 | ) | - | (22,268 | ) | - | - | 55 |
(d)
|
(22,213 | ) | (3,231 | ) | 1,728 |
(d)
|
(23,716 | ) | |||||||||||||||||||||||||||||||
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
|
22
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
cash flow statements by industry segment for the quarter ended June 30, 2008 are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||
Net
earnings
|
$ | 29,826 | $ | 11,560 | $ | 956 | $ | (12,516 | ) | $ | 29,826 | $ | 1,432 | $ | 2,936 | $ | (4,368 | ) | $ | 29,826 | ||||||||||||||||
Earnings
from consolidated entities
|
(16,884 | ) | - | - | 12,516 | (4,368 | ) | - | - | 4,368 | - | |||||||||||||||||||||||||
Adjustments
to reconcile net earnings to the cash provided by
operations:
|
||||||||||||||||||||||||||||||||||||
Depreciation
|
5 | 57,226 | 3,022 | - | 60,253 | - | - | - | 60,253 | |||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 3 | 2,085 | - | 2,088 | |||||||||||||||||||||||||||
Change
in allowance for losses on trade receivables
|
- | (82 | ) | - | - | (82 | ) | - | 27 | - | (55 | ) | ||||||||||||||||||||||||
Change
in allowance for losses on mortgage notes
|
- | (49 | ) | - | - | (49 | ) | - | - | - | (49 | ) | ||||||||||||||||||||||||
Change
in allowance for inventory reserve
|
- | 3,370 | - | - | 3,370 | - | - | - | 3,370 | |||||||||||||||||||||||||||
Net
loss on sale of real and personal property
|
- | 4,685 | - | - | 4,685 | - | - | - | 4,685 | |||||||||||||||||||||||||||
Net
gain on sale of investments
|
- | - | - | - | - | (71 | ) | (67 | ) | - | (138 | ) | ||||||||||||||||||||||||
Deferred
income taxes
|
21,060 | - | - | - | 21,060 | 75 | 953 | - | 22,088 | |||||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
- | (8,432 | ) | 1 | - | (8,431 | ) | 1,926 | 34 | - | (6,471 | ) | ||||||||||||||||||||||||
Inventories
|
- | (9,096 | ) | - | - | (9,096 | ) | - | - | - | (9,096 | ) | ||||||||||||||||||||||||
Prepaid
expenses
|
2,600 | 3,769 | 189 | - | 6,558 | - | - | - | 6,558 | |||||||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
- | - | - | - | - | 6 | (2,288 | ) | - | (2,282 | ) | |||||||||||||||||||||||||
Other
assets
|
- | (821 | ) | 439 | - | (382 | ) | 1,057 | 138 | - | 813 | |||||||||||||||||||||||||
Related
party assets
|
90 | 5,323 | (22 | ) | - | 5,391 | 2,879 | - | - | 8,270 | ||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
1,299 | 2,201 | 466 | - | 3,966 | - | (316 | ) | - | 3,650 | ||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
- | 2,248 | - | - | 2,248 | (4,544 | ) | (1,814 | ) | - | (4,110 | ) | ||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | (264 | ) | (1,140 | ) | - | (1,404 | ) | ||||||||||||||||||||||||
Deferred
income
|
- | 5,013 | - | - | 5,013 | - | - | - | 5,013 | |||||||||||||||||||||||||||
Related
party liabilities
|
- | (1,247 | ) | - | - | (1,247 | ) | (110 | ) | 22 | - | (1,335 | ) | |||||||||||||||||||||||
Net
cash provided (used) by operating activities
|
37,996 | 75,668 | 5,051 | - | 118,715 | 2,389 | 570 | - | 121,674 | |||||||||||||||||||||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||||||||||||||||||
Purchases
of:
|
||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | (93,751 | ) | (2,506 | ) | - | (96,257 | ) | - | - | - | (96,257 | ) | |||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | (52,392 | ) | (94,042 | ) | - | (146,434 | ) | ||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | (2,018 | ) | (57,778 | ) | - | (59,796 | ) | ||||||||||||||||||||||||
Preferred
stock
|
- | - | - | - | - | - | (1,895 | ) | - | (1,895 | ) | |||||||||||||||||||||||||
Real
estate
|
- | (8 | ) | (18 | ) | - | (26 | ) | - | - | - | (26 | ) | |||||||||||||||||||||||
Mortgage
loans
|
- | - | (191 | ) | - | (191 | ) | - | (4,719 | ) | - | (4,910 | ) | |||||||||||||||||||||||
Proceeds
from sales of:
|
||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | 36,104 | 200 | - | 36,304 | - | - | - | 36,304 | |||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | 16,716 | 70,010 | - | 86,726 | |||||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | 34,363 | 96,556 | - | 130,919 | |||||||||||||||||||||||||||
Equity
securities
|
- | - | - | - | - | - | 27 | - | 27 | |||||||||||||||||||||||||||
Real
estate
|
- | - | - | - | - | 15 | - | - | 15 | |||||||||||||||||||||||||||
Mortgage
loans
|
- | - | - | - | - | 6 | 2,033 | - | 2,039 | |||||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
- | 29 | - | - | 29 | - | - | - | 29 | |||||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
- | (57,626 | ) | (2,515 | ) | - | (60,141 | ) | (3,310 | ) | 10,192 | - | (53,259 | ) | ||||||||||||||||||||||
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2008
|
23
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, 2008, are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
- | 9,851 | 5,479 | - | 15,330 | - | - | - | 15,330 | |||||||||||||||||||||||||||
Principal
repayments on credit facilities
|
- | (27,418 | ) | (9,779 | ) | - | (37,197 | ) | - | - | - | (37,197 | ) | |||||||||||||||||||||||
Debt
issuance costs
|
- | (360 | ) | - | - | (360 | ) | - | - | - | (360 | ) | ||||||||||||||||||||||||
Capital
lease payments
|
- | (138 | ) | - | - | (138 | ) | - | - | - | (138 | ) | ||||||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
- | 315 | - | - | 315 | - | - | - | 315 | |||||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
(34,755 | ) | 32,991 | 1,764 | - | - | - | - | - | - | ||||||||||||||||||||||||||
Preferred
stock dividends paid
|
(3,241 | ) | - | - | - | (3,241 | ) | - | - | - | (3,241 | ) | ||||||||||||||||||||||||
Investment
contract deposits
|
- | - | - | - | - | - | 4,703 | - | 4,703 | |||||||||||||||||||||||||||
Investment
contract withdrawals
|
- | - | - | - | - | - | (15,273 | ) | - | (15,273 | ) | |||||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(37,996 | ) | 15,241 | (2,536 | ) | - | (25,291 | ) | - | (10,570 | ) | - | (35,861 | ) | ||||||||||||||||||||||
Effects
of exchange rate on cash
|
- | 616 | - | - | 616 | - | - | - | 616 | |||||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
- | 33,899 | - | - | 33,899 | (921 | ) | 192 | - | 33,170 | ||||||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
30 | 191,220 | - | - | 191,250 | 6,848 | 8,524 | - | 206,622 | |||||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$ | 30 | $ | 225,119 | $ | - | $ | - | $ | 225,149 | $ | 5,927 | $ | 8,716 | $ | - | $ | 239,792 | ||||||||||||||||||
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2008
|
24
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating
cash flow statements by industry segment for the quarter ended June 30, 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
to reconcile net earnings to the cash provided by
operations:
|
||||||||||||||||||||||||||||||||||||||||||||||||
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 allowance for losses on trade receivables
|
- | 137 | - | - | 137 | - | 29 | - | 166 | - | - | 166 | ||||||||||||||||||||||||||||||||||||
Change
in allowance for losses on mortgage notes
|
- | 10 | - | - | 10 | - | - | - | 10 | - | - | 10 | ||||||||||||||||||||||||||||||||||||
Change
in allowance 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 | ||||||||||||||||||||||||||||||||||||
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
|
25
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
|
26
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, 2008
|
||||||||||||
Total
revenues
|
$ | 508,748 | $ | 34,046 | $ | 542,794 | ||||||
Depreciation
and amortization, net of (gains) losses on disposals
|
64,537 | 2,489 | 67,026 | |||||||||
Interest
expense
|
23,673 | 171 | 23,844 | |||||||||
Pretax
earnings
|
45,585 | 2,233 | 47,818 | |||||||||
Income
tax expense
|
17,232 | 760 | 17,992 | |||||||||
Identifiable
assets
|
3,772,127 | 107,264 | 3,879,391 |
United
States
|
Canada
|
Consolidated
|
||||||||||
(Unaudited)
|
||||||||||||
(All
amounts are in thousands of U.S. $'s)
|
||||||||||||
Quarter
ended June 30, 2007
|
||||||||||||
Total
revenues
|
$ | 525,335 | $ | 28,940 | $ | 554,275 | ||||||
Depreciation
and amortization, net of (gains) losses on disposals *
|
45,803 | 2,379 | 48,182 | |||||||||
Interest
expense
|
23,515 | 201 | 23,716 | |||||||||
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 | |||||||||
*
This includes a $10.0 million gain on disposal of real property in the
United States
|
12.
Employee Benefit Plans
The
components of the net periodic benefit costs with respect to postretirement
benefits were as follows:
Quarter
Ended June 30,
|
||||||||
2008
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Service
cost for benefits earned during the period
|
$ | 103 | $ | 168 | ||||
Interest
cost on accumulated postretirement benefit
|
134 | 152 | ||||||
Amortization
of gain
|
(23 | ) | - | |||||
Net
periodic postretirement benefit cost
|
$ | 214 | $ | 320 |
27
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
13.
Fair Value Measurements
Effective
April 1, 2008, assets and liabilities recorded at fair value on the condensed
consolidated balance sheets were measured and classified based upon a three
tiered approach to valuation. SFAS 157, Fair Value Measurements
(“SFAS 157”) requires that financial assets and liabilities recorded at fair
value be classified and disclosed in one of the following three
categories:
Level 1 -
Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or liabilities;
Level 2 –
Quoted prices for identical or similar in markets that are not considered to be
active, or similar financial instruments for which all significant inputs are
observable, either directly or indirectly, or inputs other than quoted prices
that are observable, or inputs that are derived principally from or corroborated
by observable market data through correlation or other means;
Level 3 –
Prices or valuations that require inputs that are both significant to the fair
value measurement and are unobservable. These reflect management’s assumptions
about the assumptions a market participant would use in pricing the asset or
liability.
A
financial instrument’s level within the fair value hierarchy is based on the
lowest level of any input that is significant to the fair value measurement. The
following table represents the financial assets and liabilities on the condensed
consolidated balance sheet that are subject to SFAS 157 and the valuation
approach applied to each of these items.
Total
|
Quoted
Prices in Active Markets for Identical Assets (Level 1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||
Assets
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 239,792 | $ | 239,792 | $ | - | $ | - | ||||||||
Short-term
investments
|
161,343 | 161,343 | - | - | ||||||||||||
Fixed
maturities - available for sale
|
554,488 | 534,155 | 20,333 | - | ||||||||||||
Preferred
stock
|
13,018 | 13,018 | - | - | ||||||||||||
Common
stock
|
26 | - | - | 26 | ||||||||||||
Mortgage
loans on real estate
|
1,635 | - | 1,635 | - | ||||||||||||
Total
|
$ | 970,302 | $ | 948,308 | $ | 21,968 | $ | 26 | ||||||||
Liabilities
|
||||||||||||||||
Guaranteed
residual values of TRAC leases
|
- | - | - | - | ||||||||||||
Derivatives
|
$ | 28,703 | $ | - | $ | 28,703 | $ | - | ||||||||
Total
|
$ | 28,703 | $ | - | $ | 28,703 | $ | - |
28
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The
following table represents the fair value measurements at June 30, 2008 using
significant unobservable inputs (Level 3).
Common
Stock - Newtek
|
Total
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Beginning
balance
|
$ | 31 | $ | 31 | ||||
Total
losses (realized / unrealized)
|
5 | 5 | ||||||
Ending
balance
|
$ | 26 | $ | 26 | ||||
The
amount of total losses for the period included in earnings (or changes in
net assets) attributable to the change in unrealized gains or losses
relating to assets still held at the reporting date
|
$ | 5 | $ | 5 | ||||
29
General
We begin
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (“MD&A”) with the overall strategy of AMERCO, followed by a
description of, and strategy related to, our operating segments to give the
reader an overview of the goals of our businesses and the direction in which our
businesses and products are moving. We then discuss our “Critical Accounting
Policies and Estimates” that we believe are important to understanding the
assumptions and judgments incorporated in our reported financial results. We
then discuss our results of operations for the first quarter of fiscal 2009,
compared with the first quarter of fiscal 2008 which is followed by an analysis
of changes in our balance sheets and cash flows, and a discussion of 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
2009.
This
MD&A should be read in conjunction with the other sections of this Quarterly
Report on Form 10-Q, including the Notes to Condensed Consolidated Financial
Statements. 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 or in our most recent Annual Report of Form
10-K. 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 2008 and 2007 correspond to fiscal 2009 and 2008 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 number
of storage rooms available for rent, expanding the number of independent dealers
in our network and expanding and taking advantage of our growing eMove
capabilities.
RepWest
is focused on providing and administering property and casualty insurance to
U-Haul, its customers,
its independent dealers and affiliates.
Oxford is
focused on long-term capital growth through direct writing and reinsuring of
life, Medicare supplement and annuity products in the senior
marketplace.
30
Description
of Operating Segments
|
AMERCO’s
four reportable segments are (or
were):
|
|
(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
subsidiaries
|
|
(c)
|
Life
Insurance, comprised of Oxford and its
subsidiaries
|
|
(d)
|
SAC
Holding II and its subsidiaries (through October
2007)
|
Moving
and Storage Operating Segment
Our
Moving and Storage Operating Segment consists of the rental of trucks, trailers,
specialty rental items and self-storage spaces primarily to the household mover
as well as sales of moving supplies, towing accessories and propane. Operations
are conducted under the registered trade name U-Haul®
throughout the United States and Canada.
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.
For more
than sixty years, U-Haul has incorporated sustainable practices into its
everyday operations. Our basic business premise of truck-sharing helps reduce
greenhouse gas emissions and reduces the need for total large-capacity vehicles.
Today, we remain focused on reducing waste and are dedicated to manufacturing
reusable components and recyclable products. The commitment to sustainability,
through our products and services, has helped us to reduce our impact on the
environment.
eMove is
an online marketplace that connects consumers to over 3,000 independent Moving
Help™ service providers and over 3,600 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. Our goal is to
further utilize our web-based technology platform to increase service to
consumers and businesses in the moving and storage market.
Property
and Casualty Insurance Operating Segment
RepWest
provides loss adjusting and claims handling for U-Haul through regional offices
across North America. RepWest also underwrites components of the Safemove,
Safetow and Safestor protection packages to U-Haul customers. We continue to
focus on increasing the penetration of these products. The business plan for
RepWest includes offering property and casualty products in other U-Haul related
programs.
Life
Insurance Operating Segment
Oxford
provides life and health insurance products primarily to the senior market
through the direct writing or reinsuring of life insurance, Medicare supplement
and annuity policies. Additionally, Oxford administers the self-insured employee
health and dental plans for Arizona employees of the Company.
SAC
Holding II Operating Segment
SAC
Holding II Corporation and its subsidiaries own self-storage properties that are
managed by U-Haul under property management agreements and act as independent
U-Haul rental equipment dealers. AMERCO, through its subsidiaries, has
contractual interests in certain of SAC Holding II properties entitling AMERCO
to potential future income based on the financial performance of these
properties. AMERCO was considered the primary beneficiary of these contractual
interests prior to November 2007. Consequently, for those reporting periods
prior to November 2007, we included the results of SAC Holding II in the
consolidated financial statements of AMERCO, as required by FIN 46(R). While the
deconsolidation affects AMERCO’s financial reporting, it has no operational or
financial impact on the Company’s relationship with SAC Holding
II.
31
Critical
Accounting Policies and Estimates
The
Company’s financial statements have been prepared in accordance with the
generally accepted accounting principles (“GAAP”) in the United States. The
methods, estimates and judgments we use in applying our accounting policies can
have a significant impact on the results we report in our financial statements.
Certain accounting policies require us to make difficult and subjective
judgments and assumptions, often as a result of the need to make estimates of
matters that are inherently uncertain.
Below we
have set forth, with a detailed description, the accounting policies that we
deem most critical to us and that require management’s most difficult and
subjective judgments. These estimates are based on historical experience,
observance of trends in particular areas, information and valuations available
from outside sources and on various other assumptions that are believed to be
reasonable under the circumstances and which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual amounts may differ from these estimates
under different assumptions and conditions; such differences may be
material.
We also
have other policies that we consider key accounting policies, such as revenue
recognition; however, these policies do not meet the definition of critical
accounting estimates, because they do not generally require us to make estimates
or judgments that are difficult or subjective. The accounting policies that we
deem most critical to us, and involve the most difficult, subjective or complex
judgments include the following:
Principles
of Consolidation
The
Company applies FIN 46(R), Consolidation of Variable Interest
Entities and ARB 51, Consolidated Financial
Statements 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 has 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 VIE,
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.
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 evaluated its interests in SAC Holdings utilizing the
guidance promulgated in FIN 46(R). The Company concluded that SAC Holdings were
VIE’s and that the Company was the primary beneficiary. Accordingly, the Company
continued to include SAC Holdings in its consolidated financial
statements.
In
February and March 2004 SAC Holding Corporation triggered a requirement to
reassess AMERCO’s involvement in it, which led to the conclusion SAC Holding
Corporation was not a VIE and AMERCO ceased to be the primary
beneficiary.
In
November 2007, Blackwater contributed additional capital to its wholly-owned
subsidiary, SAC Holding II. This contribution was determined by us to be
material with respect to the capitalization of SAC Holding II; therefore,
triggering a requirement under FIN 46(R) for us to reassess the Company’s
involvement with those subsidiaries. This required reassessment led to the
conclusion that SAC Holding II had the ability to fund its own operations and
execute its business plan without any future subordinated financial support;
therefore, the Company was no longer the primary beneficiary of SAC Holding II
as of the date of Blackwater’s contribution.
Accordingly,
at the date AMERCO ceased to have a variable interest and ceased to be the
primary beneficiary of SAC Holding II and its current subsidiaries, it
deconsolidated those entities. The deconsolidation was accounted for as a
distribution of SAC Holding II’s interests to the sole shareholder of the SAC
entities. Because of AMERCO’s continuing involvement with SAC Holding II and its
subsidiaries, the distribution does not qualify as discontinued operations as
defined by SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.
It is
possible that SAC Holdings could take actions that would require us to
re-determine whether SAC Holdings has become a VIE or whether we have become the
primary beneficiary of SAC Holdings. Should this occur, we could be required to
consolidate some or all of SAC Holdings with our financial
statements.
32
The
condensed consolidated balance sheet as of June 30, 2008 and March 31, 2008
include the accounts of AMERCO and its wholly-owned subsidiaries. The June 30,
2008 condensed consolidated statements of operations and cash flows include the
accounts of AMERCO and its wholly-owned subsidiaries. The June 30, 2007
condensed consolidated statements of operations and cash flows include the
accounts of AMERCO and its wholly-owned subsidiaries and SAC Holding II and its
subsidiaries.
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.,
minimize 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 are
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 $14.1 million and $12.7 million
greater than what it would have been if calculated under a straight line
approach for the first quarter of fiscal 2009 and 2008,
respectively.
We
typically sell our used vehicles at 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 margins for adverse deviation. In addition, liabilities for
health, disability and other policies include estimates of payments to be made
on insurance claims for reported losses and estimates of losses incurred, but
not yet reported. Liabilities for annuity contracts consist of contract account
balances that accrue to the benefit of the policyholders.
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.
33
Due to
the long tailed nature of the assumed reinsurance and the excess workers
compensation lines of insurance that were written by RepWest it may take a
number of years for claims to be fully developed and finally
settled.
Impairment
of Investments
For
investments accounted for under SFAS 115, Accounting for Certain Investments
in Debt and Equity Securities 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 2009 and for the first quarter of fiscal
2008.
Income
Taxes
The
Company’s tax returns are periodically reviewed by various taxing authorities.
The final outcome of these audits may cause changes that could materially impact
our financial results.
AMERCO
files a consolidated tax return with all of its legal subsidiaries, except for
Dallas General Life Insurance Company (“DGLIC”), a subsidiary of Oxford, which
will file on a stand alone basis until 2012. 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
Fair
Value of Financial Instruments
The
Company adopted SFAS 157, Fair
Value Measurements (“SFAS 157”) effective April 1, 2008, its required
effective date for AMERCO. SFAS 157 defines fair value, establishes a framework
for measuring fair value and expands disclosures about fair value measurements;
it does not change existing guidance about whether an asset or liability is
carried at fair value. The definition of fair value according to SFAS 157 is the
price that would be received for selling an asset or paid to transfer a
liability in an orderly transaction between market participants as of the
measurement date. The assets primarily affected by the adoption of SFAS 157 at
the Company include the interest rate swaps held by U-Haul to fix interest rates
on its variable rate debt and the available for sale investment portfolios at
Oxford and RepWest. For more information please see Note 13 Fair Value
Measurements. The adoption of SFAS 157 did not have a material impact on the
Company’s consolidated financial statements.
The
Company adopted SFAS 159, The
Fair Value Option for Financial Assets and Financial Liabilities (“SFAS
159”) effective April 1, 2008, its required effective date for AMERCO. SFAS 159
provides the option to measure certain financial assets and liabilities at fair
value with any changes in fair value recognized in earnings. SFAS 159
allows for the application of these rules on an instrument-by-instrument basis
upon the initial recognition of the asset or liability, or upon an event that
gives rise to a new basis of accounting for that instrument. The Company did not
elect to measure any additional financial assets or liabilities at fair value;
therefore, the adoption of SFAS 159 had no effect on the Company’s consolidated
financial statements.
Recent
Accounting Pronouncements
In
December 2007, the FASB issued SFAS 141(R), Business Combinations (“SFAS
141(R)”). SFAS 141(R) provides companies with principles and requirements on how
an acquirer recognizes and measures in its financial statements the identifiable
assets acquired, liabilities assumed, and any noncontrolling interest in the
acquiree as well as the recognition and measurement of goodwill acquired in a
business combination. SFAS 141(R) also requires certain disclosures to enable
users of the financial statements to evaluate the nature and financial effects
of the business combination. Acquisition costs associated with the business
combination will generally be expensed as incurred. SFAS 141(R) is effective for
business combinations occurring in fiscal years beginning after
December 15, 2008, which will require us to adopt these provisions for
business combinations occurring in fiscal 2010 and thereafter. Early adoption of
SFAS 141(R) is not permitted.
In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements — an amendment of ARB No. 51
(“SFAS 160”). This Statement clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. This Statement
changes the way the consolidated income statement is presented by requiring net
income to be reported at amounts that include the amounts attributable to both
the parent and the noncontrolling interest and to disclose those amounts on the
face of the income statement. SFAS 160 is effective for fiscal years beginning
after December 15, 2008. Early adoption of SFAS 160 is not permitted. The
Company does not believe that the adoption of this statement will have a
material impact on our financial statements.
34
In March
2008, the FASB issued SFAS 161, Disclosures about Derivative
Instruments and Hedging Activities (“SFAS 161”), which amends SFAS 133 Accounting for Derivative
Instruments and Hedging Activities to require expanded disclosures
about derivative instruments and hedging activities regarding (1) the ways in
which an entity uses derivatives, (2) the accounting for derivatives and hedging
activities, and (3) the impact that derivatives have (or could have) on an
entity's financial position, financial performance, and cash flows. SFAS 161 is
effective for financial statements of fiscal years and interim periods beginning
after November 15, 2008, with early application encouraged. While disclosures
for earlier comparative periods presented at initial adoption are not required,
they are encouraged; following initial adoption, comparative disclosures are
required only for
periods after such adoption. The Company is currently evaluating the impact that
SFAS 161 will have on our financial statements and disclosures.
Results
of Operations
AMERCO
and Consolidated Entities
Quarter
Ended June 30, 2008 compared with the Quarter Ended June 30, 2007
Listed
below on a consolidated basis are revenues for our major product lines for the
first quarter of fiscal 2009 and the first quarter of fiscal 2008:
Quarter
Ended June 30,
|
||||||||
2008
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 390,029 | $ | 392,517 | ||||
Self-storage
revenues
|
27,551 | 32,036 | ||||||
Self-moving
and self-storage products and service sales
|
62,556 | 68,655 | ||||||
Property
management fees
|
4,716 | 3,947 | ||||||
Life
insurance premiums
|
26,917 | 29,187 | ||||||
Property
and casualty insurance premiums
|
6,124 | 5,916 | ||||||
Net
investment and interest income
|
14,596 | 14,314 | ||||||
Other
revenue
|
10,305 | 7,703 | ||||||
Consolidated
revenue
|
$ | 542,794 | $ | 554,275 |
During
the first quarter of fiscal 2009, self-moving equipment rentals decreased $2.5
million, compared with the first quarter of fiscal 2008. The Company’s fleet
rotation has resulted in a significant number of older box trucks being removed
from the fleet, replaced in part by new trucks. In the first quarter
of fiscal 2009 this resulted in a smaller average fleet in comparison to the
same quarter last year. The reduced fleet has contributed to the
slight decline in self-moving equipment rental revenues. The effects of the
inventory decline have been largely offset by improved workload of the remaining
fleet and lower maintenance and repair costs. For the quarter, downward pricing
pressure on equipment rental revenues has moderated.
Self-storage
revenues decreased $4.5 million for the first quarter of fiscal 2009, compared
with the first quarter of fiscal 2008 due to the deconsolidation of SAC Holding
II which was effective as of October 31, 2007 and which accounted for a $5.0
million decrease in reported self-storage revenues in the first quarter of
fiscal 2009 as compared with the first quarter of fiscal 2008. Self-storage
revenues for AMERCO owned locations increased $0.5 million for the first quarter
of fiscal 2009 as compared with the first quarter of fiscal 2008.
Sales of
self-moving and self-storage products and service sales decreased $6.1 million
for the first quarter of fiscal 2009, compared with the first quarter of fiscal
2008, with $4.7 million of the decrease related to the deconsolidation of SAC
Holding II. The remainder of the decline is related primarily to lower sales of
hitch and towing accessories.
Premiums
at RepWest increased $0.2 million due to increases in U-Haul related
business.
Oxford’s
premium revenues decreased $2.3 million primarily as a result of declines in
credit and Medicare supplement premiums.
As a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $542.8 million for the first quarter of fiscal 2009, compared with
$554.3 million for the first quarter of fiscal 2008.
35
Listed
below are revenues and earnings from operations at each of our four operating
segments for the first quarter of fiscal 2009 and the first quarter of fiscal
2008. The insurance companies first quarters ended March 31, 2008 and
2007:
Quarter
Ended June 30,
|
||||||||
2008
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Moving
and storage
|
||||||||
Revenues
|
$ | 501,541 | $ | 502,597 | ||||
Earnings
from operations
|
69,686 | 88,492 | ||||||
Property
and casualty insurance
|
||||||||
Revenues
|
8,890 | 9,016 | ||||||
Earnings
from operations
|
2,205 | 2,316 | ||||||
Life
insurance
|
||||||||
Revenues
|
33,063 | 36,183 | ||||||
Earnings
from operations
|
4,162 | 2,317 | ||||||
SAC
Holding II
|
||||||||
Revenues
|
- | 12,389 | ||||||
Earnings
from operations
|
- | 3,755 | ||||||
Eliminations
|
||||||||
Revenues
|
(700 | ) | (5,910 | ) | ||||
Earnings
from operations
|
(4,391 | ) | (4,876 | ) | ||||
Consolidated
results
|
||||||||
Revenues
|
542,794 | 554,275 | ||||||
Earnings
from operations
|
71,662 | 92,004 |
Total
costs and expenses increased $8.9 million for the first quarter of fiscal 2009,
compared with the first quarter of fiscal 2008. The primary reason for the
increase is due to depreciation increases associated with the acquisition of new
trucks over the last twelve months. 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 was a $10.0 million gain from
the sale of real estate. These increases were partially offset by savings in
repair and maintenance resulting from the fleet rotation and the deconsolidation
of SAC Holding II.
As a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $71.7 million in the first quarter of fiscal 2009,
compared with $92.0 million for the first quarter of fiscal 2008.
Interest
expense for the first quarter of fiscal 2009 was $23.8 million, compared with
$23.7 million in the first quarter of fiscal 2008.
Income
tax expense was $18.0 million in the first quarter of fiscal 2009, compared with
$26.5 million in first quarter of fiscal 2008 due to lower pretax earnings for
the first quarter of fiscal 2009.
Dividends
accrued on our Series A preferred stock were $3.2 million in first quarter of
fiscal 2009, unchanged from the first quarter of fiscal 2008.
As a
result of the above mentioned items, earnings available to common shareholders
were $26.6 million in the first quarter of fiscal 2009, compared with $38.5
million in the first quarter of fiscal 2008.
The
weighted average common shares outstanding basic and diluted were 19,343,184 in
the first quarter of fiscal 2009 and were 19,937,152 in the first quarter of
fiscal 2008.
Basic and
diluted earnings per share in the first quarter of fiscal 2009 were $1.37,
compared with $1.93 for the first quarter of fiscal 2008.
36
Moving
and Storage
Quarter
Ended June 30, 2008 compared with the Quarter Ended June 30, 2007
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment for the first quarter of fiscal 2009 and the first quarter of
fiscal 2008:
Quarter
Ended June 30,
|
||||||||
2008
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 390,029 | $ | 392,517 | ||||
Self-storage
revenues
|
27,551 | 27,044 | ||||||
Self-moving
and self-storage products and service sales
|
62,556 | 64,003 | ||||||
Property
management fees
|
4,716 | 4,686 | ||||||
Net
investment and interest income
|
7,017 | 7,594 | ||||||
Other
revenue
|
9,672 | 6,753 | ||||||
Moving
and Storage revenue
|
$ | 501,541 | $ | 502,597 |
During
the first quarter of fiscal 2009, self-moving equipment rentals decreased $2.5
million, compared with the first quarter of fiscal 2008. The Company’s fleet
rotation has resulted in a significant number of older box trucks being removed
from the fleet, replaced in part by new trucks. In the first quarter
of fiscal 2009 this resulted in a smaller average fleet in comparison to the
same quarter last year. The reduced fleet has contributed to the
slight decline in self-moving equipment rental revenues. The effects of the
inventory decline have been largely offset by improved workload of the remaining
fleet and lower maintenance and repair costs.
Self-storage
revenues increased $0.5 million for the first quarter of fiscal 2009, compared
with the first quarter of fiscal 2008. The Company is still experiencing pricing
strength and high occupancy in a large portion of the
portfolio. Isolated markets including Florida and the northeast
section of the country are contributing to the overall decline in occupied
rooms.
Sales of
self-moving and self-storage products and service decreased $1.4 million for the
first quarter of fiscal 2009, compared with the first quarter of fiscal 2008,
with the decline related primarily to lower sales of hitch and towing
accessories.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the consolidated financial statements for Moving and Storage represent
Company-owned locations only. Self-storage data for our owned storage locations
is as follows:
Quarter
Ended June 30,
|
||||||||
2008
|
2007
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except occupancy rate)
|
||||||||
Room
count as of June 30
|
133 | 128 | ||||||
Square
footage as of June 30
|
10,676 | 10,181 | ||||||
Average
number of rooms occupied
|
107 | 109 | ||||||
Average
occupancy rate based on room count
|
80.8 | % | 85.5 | % | ||||
Average
square footage occupied
|
8,727 | 8,772 |
Total
costs and expenses increased $18.9 million for the first quarter of fiscal 2009,
compared with the first quarter of fiscal 2008 primarily due to depreciation
associated with the fleet rotation. Partially offsetting this was a decline in
repair and maintenance related to the fleet rotation program.
Equity in
the earnings of AMERCO’s insurance subsidiaries increased $1.4 million in the
first quarter of fiscal 2009, compared with the first quarter of fiscal
2008.
As a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $69.7 million in first quarter of fiscal 2009, compared
with $88.5 million for the first quarter of fiscal 2008.
37
Republic
Western Insurance Company
Quarter
Ended March 31, 2008 compared with the Quarter Ended March 31, 2007
Net
premium revenues were $6.1 million and $5.9 million for the quarters ended March
31, 2008 and 2007, respectively. U-Haul related premiums were $6.0 million and
$5.7 million for the quarters ended March 31, 2008 and 2007,
respectively. Other non U-Haul lines of business were $0.1 million
and $0.2 million for the quarters ended March 31, 2008 and 2007,
respectively.
Net
investment income was $2.8 million and $3.1 million for the quarters ended March
31, 2008 and 2007, respectively. The decrease is a result of lower
returns on short-term investments.
Net
operating expenses were $2.0 million and $2.8 million for the quarters ended
March 31, 2008 and 2007, respectively. The decrease is due to the recovery of
previous litigation expenses.
Benefits
and losses incurred were $4.7 million and $3.8 million for the quarters ended
March 31, 2008 and 2007, respectively. The increase is primarily due to a $1.0
million increase of reserves for a retrospective rated program.
Pretax
earnings from operations were $2.2 million and $2.3 million for the quarters
ended March 31, 2008 and 2007, respectively.
Oxford
Life Insurance Company
Quarter
Ended March 31, 2008 compared with the Quarter Ended March 31, 2007
Net
premiums were $26.9 million and $29.2 million for the quarters ended March 31,
2008 and 2007, respectively. Medicare supplement premiums decreased by $1.5
million due to lapses in excess of new sales. Life insurance premiums
increased by $1.5 million on increased sales. Credit life and
disability premiums decreased by $0.8 million as a result of no new
sales. Annuity premiums decreased by $0.8 million as a result of
fewer contract holders electing payouts during the period.
Net
investment income was $5.2 million and $5.9 million for the quarters ended March
31, 2008 and 2007, respectively. The decrease was primarily due to a smaller
invested asset base in the current period.
Net
operating expenses were $5.8 million and $6.4 million for the quarters ended
March 31, 2008 and 2007, respectively. The decrease was mostly
attributable to a reduction of expenses for the credit segment.
Benefits
incurred were $21.0 million and $23.7 million for the quarters ended March 31,
2008 and 2007, respectively. The decrease is primarily the result of
lower disability claims of $1.2 million and lower Medicare supplement benefits
of $2.0 million offset by a benefit increase for the life business of $1.1
million due to the increased sales volume.
Amortization
of deferred acquisition costs (“DAC”) and the value of business acquired
(“VOBA”) was $2.1 million and $3.8 million for the quarters ended March 31, of
2008 and 2007, respectively. Reductions in credit, annuity, and Medicare
supplement businesses of $0.5 million, $0.8 million and $0.5 million,
respectively, were offset by higher amounts of amortization for the increased
volume of life insurance business.
Earnings
from operations were $4.2 million and $2.3 million for the quarters ended March
31, 2008 and 2007, respectively.
Liquidity
and Capital Resources
We
believe our current capital structure is a 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, 2015 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 debt obligations and our future capital
needs.
38
At June
30, 2008, cash and cash equivalents totaled $239.8 million, compared with $206.6
million on March 31, 2008. The assets of our insurance subsidiaries are
generally unavailable to fulfill the obligations of non-insurance operations
(AMERCO, U-Haul and Real Estate). As of June 30, 2008 (or as otherwise
indicated), cash and cash equivalents, other financial assets (receivables,
short-term investments, other investments, fixed maturities, and related party
assets) and obligations of each operating segment were:
Moving
& Storage
|
RepWest
(a)
|
Oxford
(a)
|
||||||||||
(Unaudited)
|
||||||||||||
(In
thousands)
|
||||||||||||
Cash
and cash equivalents
|
$ | 225,149 | $ | 5,927 | $ | 8,716 | ||||||
Other
financial assets
|
346,734 | 400,362 | 583,540 | |||||||||
Debt
obligations
|
1,492,755 | - | - | |||||||||
(a)
As of March 31, 2008
|
At June
30, 2008, our Moving and Storage operations (AMERCO, U-Haul and Real Estate) had
cash available under existing credit facilities or loans of $187.7 million
comprised of:
June
30, 2008
|
||||
(Unaudited)
|
||||
(In
millions)
|
||||
Real
estate loan (revolving credit)
|
$ | 105.0 | ||
Construction
loan (revolving credit)
|
2.7 | |||
Working
capital loan (revolving credit)
|
10.0 | |||
Fleet
loans (amortizing term)
|
70.0 | |||
$ | 187.7 |
Cash
provided by operating activities increased by $14.5 million in the first quarter
of fiscal 2009, compared with fiscal 2008. The change in the insurance
subsidiaries operating activities accounted for $11.5 million of the
improvement. Reduced tax payments at AMERCO also contributed to the
increase.
Net cash
used in investing activities decreased $99.1 million in the first quarter of
fiscal 2009, compared with fiscal 2008 largely due to a shift in using operating
leases for the majority of new truck acquisitions instead of debt
financing.
Cash used
by financing activities increased $167.3 million in the first quarter of fiscal
2009, compared with fiscal 2008. As the allocation of new truck financing has
shifted from primarily debt to largely operating leases, cash provided by debt
financing has declined compared with the same period last year.
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
fiscal 2009, the Company will reinvest in its truck and trailer rental fleet up
to approximately $350.0 million, net of equipment sales. Fleet investments
beyond fiscal 2009 will be dependent upon several factors including availability
of capital, the truck rental environment and the used-truck sales market. We
anticipate that the fiscal 2009 investment will be funded largely through
external lease financing, and supplemented with debt financing and cash from
operations. Management considers several factors including cost and tax
consequences when selecting a method to fund capital expenditures. Financial
market conditions can lead to changes in our allocation between debt and lease
financing from year to year.
39
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’s plan for the physical expansion of owned storage properties
includes the acquisition of existing self-storage locations from third parties,
the acquisition and development of bare land, and the acquisition and
redevelopment of existing buildings not currently used for self-storage. The
Company is funding these development projects through construction loans and
internally generated funds and expects to invest approximately $140.0 million in
these new storage projects. The timing of these projects is dependent upon
several factors including the entitlement process, availability of capital,
weather, and the identification and/or successful acquisition of target
properties. 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 $60.0 million and $170.0
million for the first quarter of fiscal 2009 and 2008, respectively. During the
first quarter of fiscal 2009 and 2008, the Company entered into $133.9 million
and $70.2 million, respectively 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, expand
our product lines 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 $149.7 million and $148.6 million at March 31, 2008 and December 31,
2007, respectively. The increase resulted from earnings of $1.4 million and a
decrease in the other comprehensive income of $0.3 million. RepWest does not use
debt or equity issues to increase capital and therefore has no direct exposure
to capital market conditions other than through its investment
portfolio.
Life
Insurance
Oxford
manages its financial assets to meet policyholder and other obligations
including investment contract withdrawals. Oxford’s net withdrawals for the
quarter ended March 31, 2008 was $10.6 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 $154.5 million and $150.7 million at March 31, 2008 and
December 31, 2007, respectively. The increase resulted from earnings of $2.9
million and an increase in other comprehensive income of $0.9 million. Oxford
does not use debt or equity issues to increase capital and therefore has no
direct exposure to capital market conditions other than through its investment
portfolio.
Cash
Provided from Operating Activities by Operating Segments
Moving
and Storage
Cash
provided from operating activities were $118.7 million and $114.8 million in the
first quarter of fiscal 2009 and 2008, respectively with the increase due
primarily to decreased tax payments.
Property
and Casualty Insurance
Cash
flows provided (used) by operating activities were $2.4 million and ($5.3)
million for the quarters ended March 31, 2008 and 2007, respectively. The
increase in cash flow provided by operating results is a result of the reduction
of related party assets and less of a reduction on reserves of terminated lines
in 2008 in comparison to 2007.
RepWest’s
cash and cash equivalents and short-term investment portfolio were $114.0
million and $79.3 million at March 31, 2008 and December 31, 2007, respectively.
This balance reflects funds in transition from maturity proceeds to long term
investments. This level of liquid assets, combined with budgeted cash flow, is
adequate to meet periodic needs. Capital and operating budgets allow RepWest to
schedule cash needs in accordance with investment and underwriting
proceeds.
Life
Insurance
Cash
flows provided (used) by operating activities were $0.6 million and ($3.2)
million, for the quarters ended March 31, 2008 and 2007, respectively. The
increase is primarily the result of an additional $4.8 million of income taxes
paid in 2007 compared to 2008.
40
In
addition to cash flows from operating activities and financing activities, a
substantial amount of liquid funds are available through Oxford’s short-term
portfolio. At March 31, 2008 and December 31, 2007, cash and cash equivalents
and short-term investments amounted to $61.9 million and $37.7 million,
respectively. Management believes that the overall sources of liquidity will
continue to meet foreseeable cash needs.
Liquidity
and Capital Resources - Summary
We
believe we have the financial resources needed to meet 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 and rental
equipment operating leases. As part of this strategy, we seek to ladder
maturities and hedge floating rate loans through the use of interest rate swaps.
While each of these loans typically contains provisions governing the amount
that can be borrowed in relation to specific assets, the overall structure is
flexible with no limits on overall Company borrowings. Management feels it has
adequate liquidity between cash and cash equivalents and unused borrowing
capacity in existing facilities to meet the current and expected needs of the
Company over the next several years. At June 30, 2008, we had cash availability
under existing credit facilities of $187.7 million. In addition, 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 from
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, 2008.
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 2015, 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 $185.8
million of residual values at June 30, 2008 for these assets at the end of their
respective lease terms. AMERCO has been leasing rental equipment since 1987. To
date, we have not experienced residual value shortfalls related to these leasing
arrangements. Using the average cost of fleet related debt as the discount rate,
the present value of AMERCO’s minimum lease payments and residual value
guarantees is $579.0 million at June 30, 2008.
Historically,
AMERCO used off-balance sheet arrangements in connection with the expansion of
our self-storage business. Refer to 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 $10.9 million and $10.1 million from the above mentioned entities
during the first quarter of fiscal 2009 and 2008, 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 for the first
quarter of both fiscal 2009 and 2008, 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.
41
At June
30, 2008, 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 2009 and 2008, the
Company paid the above mentioned entities $9.5 million and $9.8 million,
respectively in commissions pursuant to such dealership contracts.
These
agreements along with notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC,
Galaxy and Private Mini, excluding Dealer Agreements, provided revenues of $10.2
million, expenses of $0.6 million and cash flows of $13.6 million during the
first quarter of fiscal 2009. Revenues and commission expenses related to the
Dealer Agreements were $44.8 million and $9.5 million,
respectively.
During
the first quarter of fiscal 2009, 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 $4.6 million, and received cash interest payments of $4.9 million
and $4.6 million, from SAC Holdings during the first quarter of fiscal 2009 and
2008, respectively. The largest aggregate amount of notes receivable outstanding
during the first quarter of fiscal 2009 was $198.1 million and the aggregate
notes receivable balance at June 30, 2008 was $198.0 million. In accordance with
the terms of these notes, SAC Holdings may repay the notes without penalty or
premium.
Fiscal
2009 Outlook
In fiscal
2009, we are focused on increasing transaction volume and improving our pricing,
product mix and utilization for self-moving equipment rentals. Investing in our
truck fleet is a key initiative to reach these goals. During fiscal 2008, the
Company added over 21,000 new trucks to our existing rental fleet. During the
first quarter of fiscal 2009, we have added over 9,000 new trucks. Our plans
include manufacturing additional box trucks and maintaining our pickup and cargo
van fleet. This investment is expected to increase the number of rentable
equipment days available to meet our customer demands and to reduce future
spending on repair costs and equipment downtime. Revenue in the U-Move program
could continue to be adversely impacted should we fail to execute in any of
these areas.
We are
also working towards increasing our storage occupancy at existing sites, adding
new eMove Storage Affiliates and building new locations. We believe that
additional occupancy gains in our current portfolio of locations can be realized
in fiscal 2009. While the Company saw increased storage revenue in fiscal 2008
due to pricing, this trend may not continue. The Company continues to evaluate
new moving and storage opportunities in the market place including the
introduction of portable storage in selected markets.
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; storage occupancy; 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.
42
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, 2008, 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.
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. The Company enters into these arrangements with
counterparties that are significant financial institutions with whom we
generally have other financial arrangements. We are exposed to credit risk
should these counterparties not be able to perform on their
obligations.
Notional
Amount
|
Fair
Value
|
Effective
Date
|
Expiration
Date
|
Fixed
Rate
|
Floating
Rate
|
||||||||||
(Unaudited)
|
|||||||||||||||
$ | 89,822,167 |
(a),
(b)
|
(2,751,953 | ) |
5/10/2006
|
4/10/2012
|
5.06 | % |
1
Month LIBOR
|
||||||
100,044,938 |
(a),
(b)
|
(4,163,597 | ) |
10/10/2006
|
10/10/2012
|
5.57 | % |
1
Month LIBOR
|
|||||||
33,107,749 |
(a)
|
(1,594,356 | ) |
7/10/2006
|
7/10/2013
|
5.67 | % |
1
Month LIBOR
|
|||||||
281,666,667 |
(a)
|
(18,322,520 | ) |
8/18/2006
|
8/10/2018
|
5.43 | % |
1
Month LIBOR
|
|||||||
22,500,000 |
(a)
|
(863,274 | ) |
2/12/2007
|
2/10/2014
|
5.24 | % |
1
Month LIBOR
|
|||||||
15,250,000 |
(a)
|
(473,333 | ) |
3/12/2007
|
3/10/2014
|
4.99 | % |
1
Month LIBOR
|
|||||||
15,250,000 |
(a)
|
(534,438 | ) |
3/12/2007
|
3/10/2014
|
4.99 | % |
1
Month LIBOR
|
|||||||
(a)
interest rate swap agreement
|
|||||||||||||||
(b)
forward swap
|
As of
June 30, 2008, the Company had approximately $687.8 million of variable rate
debt obligations. If LIBOR were to increase 100 basis points, the increase in
interest expense on the variable rate debt would decrease future earnings and
cash flows by approximately $1.3 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.
43
Foreign
Currency Exchange Rate Risk
The
exposure to market risk for changes in foreign currency exchange rates relates
primarily to our Canadian business. Approximately 6.3% and 5.2% of our revenue
for the first quarter of fiscal 2009 and 2008, respectively were generated in
Canada. The result of a 10.0% change in the value of the U.S. dollar relative to
the Canadian dollar would not be material. We typically do not hedge any foreign
currency risk since the exposure is not considered material.
Attached
as exhibits to this Form 10-Q are certifications of the registrants’ Chief
Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”), which are
required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). This "Controls and Procedures" section includes
information concerning the controls and controls evaluation referred to in the
certifications and it should be read in conjunction with the certifications for
a more complete understanding of the topics presented in Evaluation of
Disclosure Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
The
Company’s management, with the participation of the CEO and CAO, conducted an
evaluation of the effectiveness of the design and operation of the Company’s
"disclosure controls and procedures" (as such term is defined in the Exchange
Act Rules 13a-15(e) and 15d-15(e)) (“Disclosure Controls”) as of the end of the
period covered by this Form 10-Q. Our Disclosure Controls are designed to
reasonably assure that information required to be disclosed in our reports filed
under the Exchange Act, such as this Form 10-Q, is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Our Disclosure Controls are also designed to reasonably assure that such
information is accumulated and communicated to our management, including the CEO
and CAO, as appropriate to allow timely decisions regarding required disclosure.
Based upon the controls evaluation, our CEO and CAO have concluded that as of
the end of the period covered by this Form 10-Q, our Disclosure Controls were
effective related to the above stated design purposes.
Inherent
Limitations on the Effectiveness of Controls
The
Company's management, including the CEO and CAO, does not expect that our
Disclosure Controls or our internal control over financial reporting will
prevent or detect all error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that
the control system's objectives will be met. The design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is
based in part on certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any evaluation of
controls effectiveness to future periods are subject to risks. Over time,
controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with policies or procedures.
Changes
in Internal Control over Financial Reporting
There
have not been any changes in the Company’s internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
44
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,
2008.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
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
|
|||||||||||||||
(Unaudited)
|
||||||||||||||||||||
April
1 - 30, 2008
|
- | $ | - | - | $ | - | $ | 26,487,620 | ||||||||||||
May
1 - 31, 2008
|
- | $ | - | - | $ | - | $ | 26,487,620 | ||||||||||||
June
1 - 30, 2008
|
- | $ | - | - | $ | - | $ | 26,487,620 | ||||||||||||
First
Quarter Total
|
- | $ | - | - | $ | - | ||||||||||||||
Cumulative
Plan Total
|
428,000 | $ | 54.94 | 428,000 | $ | 23,512,380 | ||||||||||||||
(1)
Represents weighted average purchase price for the periods
presented.
|
Item 3. Defaults upon Senior
Securities
Not
applicable.
Not
applicable.
Not
applicable.
45
The
following documents are filed as part of this report:
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
3.1
|
Restated
Articles of Incorporation of AMERCO
|
Incorporated
by reference to AMERCO’s Registration Statement on form S-4 filed March
30, 2004, file no. 1-11255
|
3..2
|
Amendment
to Restated By-Laws of AMERCO
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed on December 5,
2007, file no. 1-11255
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and Chairman
of the Board of AMERCO
|
Filed
herewith
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Chief Accounting Officer
of AMERCO
|
Filed
herewith
|
32.1
|
Certificate
of Edward J. Shoen, President and Chairman of the Board of AMERCO pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
|
Furnished
herewith
|
32.2
|
Certificate
of Jason A. Berg, Chief Accounting Officer of AMERCO pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
|
Furnished
herewith
|
46
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
AMERCO
Date: August
6, 2008 /s/ Edward J.
Shoen
Edward J. Shoen
President and Chairman of the Board
(Duly Authorized Officer)
Date: August
6,
2008
/s/ Jason
A.
Berg
Jason A. Berg
Chief Accounting Officer
(Principal Accounting Officer)
47