U-Haul Holding Co /NV/ - Annual Report: 2009 (Form 10-K)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
R
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ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
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For the
fiscal year ended March 31, 2009
or
£
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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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Securities
registered pursuant to Section 12(b) of the Act:
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Registrant
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Title of Class
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Name
of Each Exchange on Which
Registered
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AMERCO
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Series
A 8 ½% Preferred Stock
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New
York Stock Exchange
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AMERCO
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Common
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NASDAQ
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Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes £ No
R
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Securities Act. Yes £ No
R
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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. £
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
the definitions of a “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
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
The
aggregate market value of AMERCO common stock held by non-affiliates on
September 30, 2008 was $235,669,452. The aggregate market value was computed
using the closing price for the common stock trading on NASDAQ on such date.
Shares held by executive officers, directors and persons owning directly or
indirectly more than 5% of the outstanding common stock have been excluded from
the preceding number because such persons may be deemed to be affiliates of the
registrant. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
19,607,788
shares of AMERCO Common Stock, $0.25 par value were outstanding at June 1,
2009.
Documents
incorporated by reference: Portions of AMERCO’s definitive Proxy Statement for
the 2009 Annual Meeting of Stockholders, to be filed within 120 days after
AMERCO’s fiscal year ended March 31, 2009, are incorporated by reference into
Part III of this report.
TABLE
OF CONTENTS
Page No.
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PART
I
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Item
1.
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2 –
7
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Item
1A.
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7 –
11
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Item
1B.
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11
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Item
2.
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11
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Item
3.
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11
- 12
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Item
4.
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12
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PART
II
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Item
5.
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13
– 15
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Item
6.
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16
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Item
7.
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17
– 38
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Item
7A.
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39
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Item
8.
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40
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Item
9.
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40
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Item
9A.
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40
– 41
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Item
9B.
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41
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PART
III
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Item
10.
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43
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Item
11.
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43
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Item
12.
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43
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Item
13.
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43
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Item
14.
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43
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PART
IV
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Item
15.
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44
– 51
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PART
I
Item 1. Business
Company
Overview
We are
North America’s largest “do-it-yourself” moving and storage operator through our
subsidiary U-Haul International, Inc. (“U-Haul”). U-Haul is synonymous with
“do-it-yourself” moving and storage and is a leader in supplying products and
services to help people move and store their household and commercial goods. Our
primary service objective is to provide a better and better product or service
to more and more people at a lower and lower cost. Unless the context otherwise
requires, the term “Company,” “we,” “us,” or “our” refers to AMERCO and all of
its legal subsidiaries.
We were
founded in 1945 under the name “U-Haul Trailer Rental Company.” Since 1945, we
have rented trailers. Starting in 1959, we rented trucks on a one-way and
in-town basis exclusively through independent U-Haul dealers. Since 1974, we
have developed a network of U-Haul managed retail centers, through which we rent
our trucks and trailers, self storage rooms and sell moving and self-storage
products and services to complement our independent dealer network.
We rent
our distinctive orange and white U-Haul trucks and trailers as well as offer
self-storage rooms through a network of over 1,400 Company operated retail
moving centers and approximately 14,400 independent U-Haul dealers. In addition,
we have an independent storage facility network with over 4,200 active
affiliates. We also sell U-Haul brand boxes, tape and other moving and
self-storage products and services to “do-it-yourself” moving and storage
customers at all of our distribution outlets and through our eMove web
site.
U-Haul is
the most convenient supplier of products and services meeting the needs of North
America’s “do-it-yourself” moving and storage market. Our broad geographic
coverage throughout the United States and Canada and our extensive selection of
U-Haul brand moving equipment rentals, self-storage rooms and related moving and
storage products and services provide our customers with convenient “one-stop”
shopping.
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 within our business model and are
dedicated to manufacturing reusable components and recyclable products. This
commitment to sustainability, through our products and services, has helped us
to reduce our impact on the environment.
Through
Republic Western Insurance Company (“RepWest”), our property and casualty
insurance subsidiary, we manage the property, liability and related insurance
claims processing for U-Haul. Oxford Life Insurance Company
(“Oxford”), our life insurance subsidiary, sells Medicare supplement, life
insurance, annuities and other related products to non U-Haul customers and
also administered the self-insured employee health and dental plans
for Arizona employees of the Company through December 31,
2008.
Available
Information
AMERCO
and U-Haul are each incorporated in Nevada. U-Haul’s internet address is
uhaul.com. On AMERCO’s investor relations web site, amerco.com, we post the
following filings as soon as practicable after they are electronically filed
with or furnished to the United States Securities and Exchange Commission
(“SEC”): our annual report on Form 10-K, our quarterly reports on Form 10-Q, our
current reports on Form 8-K, our proxy statement related to our annual meeting
of stockholders, and any amendments to those reports or statements filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). All such filings on our web site are
available free of charge. Additionally, you will find these materials on the
SEC’s website at www.sec.gov.
Products
and Rental Equipment
Our
customers are primarily “do-it-yourself” household movers. U-Haul moving
equipment is specifically designed, engineered and manufactured for the
“do-it-yourself” household mover. These “do-it-yourself” movers
include individuals and families moving their belongings from one home to
another, college students moving their belongings, vacationers and sports
enthusiasts needing extra space or having special towing needs, people trying to
save on home furniture and home appliance delivery costs, and “do-it-yourself”
home remodeling and gardening enthusiasts who need to transport
materials.
As of
March 31, 2009, our rental fleet consisted of approximately 101,000 trucks,
76,000 trailers and 34,000 towing devices. This equipment and our U-Haul brand
of self-moving products and services are available through our network of
managed retail moving centers and independent U-Haul dealers. Independent U-Haul
dealers receive rental equipment from the Company, act as a rental agent and are
paid a commission based on gross revenues generated from their U-Haul
rentals.
2
Our
rental truck chassis are manufactured by domestic and foreign truck
manufacturers. These chassis are joined with the U-Haul designed and
manufactured van boxes primarily at U-Haul operated manufacturing and assembly
facilities strategically located throughout the United States. U-Haul rental
trucks feature our proprietary Lowest DeckSM, which
provides our customers with extra ease of loading. The loading ramps on our
trucks are the widest in the industry, which reduce the effort needed to move
belongings. Our trucks are fitted with convenient, padded rub rails with tie
downs on every interior wall. Our Gentle Ride SuspensionSM helps
our customers safely move delicate and prized possessions. Also, the engineers
at our U-Haul Technical Center determined that the softest ride in our
trucks was at the front of the van box. Consequently, we designed the part of
the van box that hangs over the front cab of the truck to be the location for
our customers to place their most fragile items during their move. We call this
area Mom’s AtticSM.
Our
distinctive orange trailers are also manufactured at these same U-Haul operated
manufacturing and assembly facilities. These trailers are well suited to the low
profile of many of today’s newly manufactured automobiles. Our engineering staff
is committed to making our trailers easy to tow, aerodynamic and fuel
efficient.
To
provide our self-move customers with added value, our rental trucks and trailers
are designed with fuel efficiency in mind. Many of our newer trucks are fitted
with fuel economy gauges, another tool that assists our customers in conserving
fuel. To help make our rental equipment more trouble free, we perform extensive
preventive maintenance and repairs.
We also
provide customers with equipment to transport their vehicle. We provide two
towing options; auto transport, in which all four wheels are off the ground and
a tow dolly, in which the front wheels of the towed vehicle are off the
ground.
To help
our customers load their boxes and larger household appliances and furniture, we
offer several accessory rental items. Our utility dolly has a lightweight design
and is easy to maneuver. Another rental accessory is our four wheel dolly, which
provides a large, flat surface for moving dressers, wall units, pianos and other
large household items. U-Haul appliance dollies provide the leverage needed to
move refrigerators, freezers, washers and dryers easily and safely. These
utility, furniture and appliance dollies, along with the low decks and the wide
loading ramps on U-Haul trucks and trailers, are designed for easy loading and
unloading of our customers’ belongings.
The total
package U-Haul offers the “do-it-yourself” household mover doesn’t end with
trucks, trailers and accessory rental items. Our moving supplies include a wide
array of affordably priced U-Haul brand boxes, tape and packing materials. We
also provide specialty boxes for dishes, computers and sensitive electronic
equipment, carton sealing tape, security locks, and packing supplies, like
wrapping paper and cushioning foam. U-Haul brand boxes are specifically sized to
make loading easier.
We
estimate that U-Haul is North America’s largest seller and installer of hitches
and towing systems. In addition to towing U-Haul equipment, these hitching and
towing systems can tow jet skis, motorcycles, boats, campers and horse trailers.
Our hitches, ball mounts, and hitch balls undergo stringent testing
requirements. Each year, more than one million customers visit our locations for
expertise on complete towing systems, trailer rentals and the latest in towing
accessories.
U-Haul
has one of North America’s largest propane refilling networks, with over 1,000
locations providing this convenient service. We employ trained, certified
personnel to refill all propane cylinders and alternative fuel vehicles. Our
network of propane dispensing locations is one of the largest automobile
alternative refueling networks in North America.
Self-storage
is a natural outgrowth of the self-moving industry. Conveniently located U-Haul
self-storage rental facilities provide clean, dry and secure space for storage
of household and commercial goods, with storage units ranging in size from 6
square feet to over 1,000 square feet. We operate nearly 1,090 self-storage
locations in North America, with more than 395,000 rentable rooms
comprising approximately 35 million square feet of rentable storage space. Our
self-storage centers feature a wide array of security measures, ranging from
electronic property access control gates to individually alarmed storage units.
At many centers, we offer climate controlled storage rooms to protect
temperature sensitive goods such as video tapes, albums, photographs and
precious wood furniture.
Another
extension of our strategy to make do-it-yourself moving and storage easier is
our recently launched “U-Box”TM
program. We deliver a storage container to a location of our
customer’s choosing. Once the container is filled it can be stored at
the customer’s location, or picked up by us and taken to one of our storage
facilities or moved to a location of the customer’s choice within our expanding
delivery area.
3
Additionally,
we offer moving and storage protection packages such as Safemove and Safetow,
providing moving and towing customers with a damage waiver, cargo protection and
medical and life coverage, and Safestor, protecting storage customers from loss
on their goods in storage. For our customers who desire additional coverage over
and above the standard Safemove protection, we also offer our Super Safemove
product. This package provides the rental customer with a layer of primary
liability protection.
Our eMove
web site, eMove.com, is the largest network of customers and independent
businesses in the self-moving and self-storage industry. The eMove network
consists of channels where customers, businesses and service providers
transact business. The eMove Moving Help marketplace connects “do-it-yourself”
movers with independent service providers to assist movers pack, load, unload,
clean, drive and other services. Thousands of independent service providers
already participate in the eMove network.
Through
the eMove Storage Affiliate Program, independent storage businesses can join the
world’s largest self storage reservation system. Self-storage customers making a
reservation through eMove can access all of the U-Haul self-storage centers and
all of our independent storage affiliate partners for even greater convenience
to meet their self-storage needs.
Description
of Operating Segments
AMERCO
currently has three reportable segments. They are Moving and Storage (AMERCO,
U-Haul and Amerco Real Estate Company (“Real Estate”)), Property and Casualty
Insurance and Life Insurance. SAC Holding II Corporation and its subsidiaries
(“SAC Holding II”) was a reportable segment through October 2007. Refer to Note
2 Principles of Consolidation of the Notes to Consolidated Financial
Statements.
Financial
information for each of our operating segments is included in the Notes to
Consolidated Financial Statements as part of Item 8: Financial Statements and
Supplementary Data of this report.
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.
Net
revenue from our Moving and Storage operating segment was approximately 91.4%,
90.6% and 89.9% of consolidated net revenue in fiscal 2009, 2008 and 2007,
respectively.
During
fiscal 2009, the Company placed over 21,000 new trucks in service. These
replacements were a combination of U-Haul manufactured vehicles and purchases.
Typically as new trucks are added to the fleet, the Company removes older trucks
from the fleet. The total number of rental trucks in the fleet increased during
fiscal 2009 as we reduced the number of trucks removed from the fleet for
retirement and sale.
Within
our truck and trailer rental operation we are focused on expanding our
independent dealer network to provide added convenience for our customers.
U-Haul has approximately 14,400 dealers which are independent businesses, and
are exclusive to U-Haul. U-Haul maximizes vehicle utilization by effective
distribution of the truck and trailer fleets among the over 1,400 Company
operated centers and approximately 14,400 independent dealers. Utilizing its
proprietary reservations management system, the Company’s centers and dealers
electronically report their inventory in real-time, which facilitates matching
equipment to customer demand. Approximately 56% of all U-Move rental
revenue originates from the Company operated centers.
At our
owned and operated retail centers we have implemented several customer service
initiatives. These initiatives include improving management of our rental
equipment to provide our retail centers with the right type of rental equipment,
at the right time and at the most convenient location for our customers,
effective marketing of our broad line of self-moving related products and
services, maintaining longer hours of operation to provide more convenience to
our customers, and increasing staff by attracting and retaining “moonlighters”
(part-time U-Haul employees with full-time jobs elsewhere) during our peak hours
of operation.
Our
self-moving related products and services, such as boxes, pads and insurance,
helps our customers have a better moving experience and helps them 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.
4
Our
self-storage business consists of the rental of self-storage rooms,
sales of self-storage related products, the facilitation of sales of services,
and the management of self-storage facilities owned by others.
U-Haul is one of the largest
North American operators of self-storage and has been a leader in the
self-storage industry since 1974. U-Haul operates over 395,000
storage rooms, comprising approximately 35 million square feet of storage space
with locations in 49 states and 10 Canadian provinces. U-Haul’s owned and
managed self-storage facility locations range in size up to 171,500 square feet
of storage space, with individual storage units in sizes ranging from 6 square
feet to over 1,000 square feet.
The
primary market for storage rooms is the storage of household goods. We believe
that our self-storage services provide a competitive advantage through such
things as Max Security, an electronic system that monitors the storage facility
24 hours a day; climate control; individually alarmed rooms; extended hour
access; and an internet-based customer reservation and account management
system.
eMove is
an online marketplace that connects consumers to over 3,900 independent Moving
Help™ service providers and over 4,200 independent Self-Storage Affiliates. Our
network of customer-rated affiliates provides pack and load help, cleaning help,
self-storage and similar services. Our goal is to further utilize our web based
technology platform to increase service to consumers and businesses with needs
in the moving and storage market.
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. This commitment to sustainability,
through our products and services, has helped us to reduce negative impacts on
the environment.
Property
and Casualty Insurance Operating Segment
Our
Property and Casualty Insurance provides loss adjusting and claims handling for
U-Haul through regional offices across North America. Property and Casualty
Insurance 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 Property and Casualty
Insurance includes offering property and casualty products in other U-Haul
related programs.
Net
revenue from our Property and Casualty Insurance operating segment was
approximately 1.8%, 1.9% and 1.8% of consolidated net revenue in fiscal 2009,
2008 and 2007, respectively.
Life
Insurance Operating Segment
Our Life
Insurance 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 administered the
self-insured employee health and dental plans for Arizona employees of the
Company through December 31, 2008.
Net
revenue from our Life Insurance operating segment was approximately 6.8%, 6.7%
and 7.0% of consolidated net revenue in fiscal 2009, 2008 and 2007,
respectively.
SAC
Holding II Operating Segment
SAC
Holding II owns self-storage properties that are managed by U-Haul under
property management agreements and also act as independent U-Haul rental
equipment dealers. AMERCO, through its subsidiaries, has contractual interests
in certain 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 Financial Accounting Standards Board (“FASB”)
Interpretation No. 46(R) (“FIN 46(R)”), Consolidation of Variable Interest
Entities. While the deconsolidation affects AMERCO’s financial reporting,
it has no operational or financial impact on the Company’s relationship with SAC
Holding II.
Net
revenue from our SAC Holding II operating segment was approximately 0.8% and
1.3% of consolidated net revenue in fiscal 2008 and 2007, respectively. Refer to
Principles of Consolidation within Item 7 Management’s Discussion and Analysis
of Financial Condition and Results of Operations for more information related to
the deconsolidation of SAC Holding II.
5
Employees
As of
March 31, 2009, we employed approximately 17,700 people throughout North America
with approximately 98% of these employees working within our Moving and
Storage operating segment. Approximately 45% of these employees work on a
part-time status.
Sales
and Marketing
We
promote U-Haul brand awareness through direct and co-marketing arrangements. Our
direct marketing activities consist of yellow pages, print and web based
advertising as well as trade events, movie cameos of our rental fleet and
boxes, and industry and consumer communications. Our rental equipment is our
best form of advertisement. We support our independent U-Haul
dealers through advertising of U-Haul moving and self-storage rentals, products
and services.
Our
marketing plan includes maintaining our leadership position with U-Haul being
synonymous with “do-it-yourself” moving and storage. We accomplish this by
continually improving the ease of use and efficiency of our rental equipment, by
providing added convenience to our retail centers through independent U-Haul
dealers, and by expanding the capabilities of our eMove web sites.
A
significant driver of U-Haul’s rental transaction volume is our utilization of
an online reservation and sales system, through uhaul.com, eMove.com and our
24-hour 1-800-GO-U-HAUL telephone reservations system. The Company’s
1-800-GO-U-HAUL telephone reservation line is prominently featured on nationwide
yellow page advertising, websites and on the outside of our vehicles, and is a
major driver of customer lead sources.
Competition
Moving
and Storage Operating Segment
The
moving truck and trailer rental industry is large and extremely competitive.
Generally speaking, we consider there to be two distinct users of rental trucks:
commercial and “do-it-yourself” residential users. We focus primarily on the
“do-it-yourself” residential user. Within this segment, we believe the principal
competitive factors are convenience of rental locations, availability of quality
rental moving equipment, breadth of essential products and services, and total
cost. Our major national competitors in both the In-Town and One-Way moving
equipment rental market are Avis Budget Group, Inc. and Penske Truck Leasing.
Additionally, we have numerous small local competitors throughout North America
who compete with us in the In-Town market.
The
self-storage market is large and very fragmented. We believe the principal
competitive factors in this industry are convenience of storage rental
locations, cleanliness, security and price. Our primary competitors in the
self-storage market are Public Storage Inc., Extra Space Storage, Inc., and
Sovran Self-Storage Inc.
Insurance
Operating Segments
The
highly competitive insurance industry includes a large number of life insurance
companies and property and casualty insurance companies. In addition, the
marketplace includes financial services firms offering both insurance and
financial products. Some of the insurance companies are owned by stockholders
and others are owned by policyholders. Many competitors have been in business
for a longer period of time or possess substantially greater financial resources
and broader product portfolios than our insurance companies. We compete in the
insurance business based upon price, product design, and services rendered to
agents and policyholders.
Recent
Developments
Preferred
Stock Dividends
On May 1,
2009, the Board of Directors of AMERCO (the “Board”) declared a regular
quarterly cash dividend of $0.53125 per share on the Company’s Series A 8½ %
Preferred Stock. The dividend was paid on June 1, 2009 to holders of record on
May 18, 2009.
Financial
Strength Ratings
On May
21, 2009, A.M. Best upgraded the financial strength ratings of RepWest to B+
(Good), a secure rating with a stable outlook.
6
Cautionary
Statement Regarding Forward-Looking Statements
This
Annual Report on Form 10-K, contains “forward-looking statements” regarding
future events and our future results of operations. 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. Such
statements may include, but are not limited to, projections of revenues,
earnings or loss; estimates of capital expenditures, plans for future
operations, products or services; financing needs and plans; our perceptions of
our legal positions and anticipated outcomes of government investigations and
pending litigation against us; liquidity; goals and strategies; plans for new
business; growth rate assumptions, pricing, costs, and access to capital and
leasing markets as well as assumptions relating to the foregoing. The words
“believe,” “expect,” “anticipate,” “estimate,” “project” and similar expressions
identify forward-looking statements, which speak only as of the date the
statement was made.
Forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Factors that could significantly affect
results include, without limitation, the risk factors enumerated at the end of
this section, 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 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.
Item 1A. Risk Factors
The
following discussion of risk factors should be read in conjunction with
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (“MD&A”), the Consolidated Financial Statements and related
notes. These risk factors may be important in understanding this
Annual Report on Form 10-K or elsewhere.
We
operate in a highly competitive industry.
The truck
rental industry is highly competitive and includes a number of significant
national, regional and local competitors. Competition is generally based on
convenience of rental locations, availability of quality rental moving
equipment, breadth of essential services and products, and price. Financial
results for the Company can be adversely impacted by aggressive pricing from our
competitors. Some of our competitors may have greater financial resources than
we have. We can not assure you that we will be able to maintain existing
rental prices or implement price increases. Moreover, if our competitors reduce
prices and we are not able or willing to do so as well, we may lose rental
volume, which would likely have a materially adverse affect on our results of
operations.
The
self-storage industry is large and highly fragmented. We believe the principal
competitive factors in this industry are convenience of storage rental
locations, cleanliness, security and price. Competition in the market areas in
which we operate is significant and affects the occupancy levels, rental rates
and operating expenses of our facilities. Competition might cause us to
experience a decrease in occupancy levels, limit our ability to raise rental
rates or require us to offer discounted rates that would have a material affect
on operating results.
Entry
into the self-storage business may be accomplished through acquisition of
existing facilities and for persons or institutions with the required initial
capital. Development of new self-storage facilities is more difficult however,
due to land use, environmental and other regulatory requirements. The
self-storage industry has in the past experienced overbuilding in response to
perceived increases in demand. We cannot assure you that we will be able to
successfully compete in existing markets or expand into new
markets.
7
We
are highly leveraged.
As of
March 31, 2009, we had total debt outstanding of $1,546.5 million and total
undiscounted lease commitments of $625.2 million. Although we believe that
additional leverage can be supported by the Company’s operations, our existing
debt could impact us in the following ways, among other
considerations:
·
|
require
us to allocate a considerable portion of cash flows from operations to
debt service payments;
|
·
|
limit
our ability to obtain additional financing;
and
|
·
|
place
us at a disadvantage compared to our competitors who may have less
debt.
|
Our
ability to make payments on our debt depends upon our ability to maintain and
improve our operating performance and generate cash flow. To some extent, this
is subject to prevailing economic and competitive conditions and to certain
financial, business and other factors, some of which are beyond our control. If
we are unable to generate sufficient cash flow from operations to service our
debt and meet our other cash needs, we may be forced to reduce or delay capital
expenditures, sell assets, seek additional capital or restructure or refinance
our indebtedness. If we must sell our assets, it may negatively affect our
ability to generate revenue. In addition, we may incur additional debt that
would exacerbate the risks associated with our indebtedness.
Current
economic conditions, including those related to the credit markets, may
adversely affect our industry, business and results of operations.
The
United States economy is currently undergoing a period of slowdown and
unprecedented volatility, which has resulted in a recession. The future
economic environment may continue to exhibit weakness for an extended period.
This slowdown has and could further lead to reduced consumer and commercial
spending in the foreseeable future. Our industries although not as
traditionally cyclical as some, could experience significant downturns in
connection with, or in anticipation of, declines in general economic
conditions. Declines in consumer spending may drive us and our competitors
to reduce pricing further, which would have a negative impact on gross
profit. A continued softening in the economy may adversely and
materially affect our industry, business and results of operations and we
can not accurately predict how severe and prolonged this downturn
might be. Moreover, reduced revenues as a result of the softening
of the economy may also reduce our working capital and interfere
with our long term business strategy.
The
United States credit markets are continuing to experience a contraction. As a
result of the tightening credit markets, we may not be able to obtain additional
financing on favorable terms, or at all. If one or more of the financial
institutions that support our existing credit facilities fails, we may not be
able to find a replacement, which would negatively impact our ability to borrow
under credit facilities. In addition, if the current pressures on credit
continue or worsen, we may not be able to refinance, if necessary, our
outstanding debt when due, which could have a material adverse effect on our
business. While we believe we have adequate sources of liquidity to meet our
anticipated requirements for working capital, debt servicing and capital
expenditures through fiscal year 2010, if our operating results worsen
significantly and our cash flow or capital resources prove inadequate, or
if interest rates increase significantly, we could face liquidity problems that
could materially and adversely affect our results of operations and financial
condition.
Our
fleet rotation program can be adversely affected by financial market
conditions.
To meet
the needs of our customers, U-Haul maintains a large fleet of rental equipment.
Our rental truck fleet rotation program is funded internally through operations
and externally from debt and lease financing. Our ability to fund our routine
fleet rotation program could be adversely affected if financial market
conditions limit the general availability of external financing. This could lead
to the Company operating trucks longer than initially planned and reducing the
size of the fleet, either of which could materially and negatively affect our
results of operations.
Another
important aspect of our fleet rotation program is the sale of used rental
equipment. The sale of used equipment provides the organization with funds that
can be used to purchase new equipment. Conditions may arise that could lead to
the decrease in resale values for our used equipment, this could have a material
adverse effect on our financial results, which would result in increases in
depreciation expense and losses on the sale of equipment and decreases in cash
flows from the sales of equipment.
8
We
obtain our rental trucks from a limited number of manufacturers.
In the
last ten years, we purchased most of our rental trucks from Ford Motor Company
and General Motors Corporation. Our fleet rotation can be negatively affected by
issues our manufacturers face within their own supply chain. Also, it is
possible that our suppliers may face financial difficulties or organizational
changes which could negatively impact their ability to accept future orders or
fulfill existing orders. General Motors could lead to shortages of new trucks
and repair parts for existing trucks. Although we believe that we could obtain
alternative manufacturers for our rental trucks, we cannot guarantee or predict
how long that would take and termination our relationship with this supplier
could have a material adverse effect on our business, financial condition or
results of operations for an indefinite period of time.
We
seek to effectively hedge against interest rate changes in our variable
debt.
In
certain instances the Company seeks to manage its exposure to interest rate risk
through the use of hedging instruments including interest rate swap agreements
and forward swaps. The Company enters into these arrangements with
counterparties that are significant financial institutions with whom we
generally have other financial arrangements. We are exposed to credit risk
should these counterparties not be able to perform on their obligations.
Additionally, a failure on our part to effectively hedge against interest rate
changes may adversely affect our financial condition and results of operations.
We are required to record these financial instruments at their fair value while
not affecting cash flow. Changes in interest rates can significantly impact this
valuation resulting in non-cash changes to our financial position.
We
are controlled by a small contingent of stockholders.
As of
March 31, 2009, Edward J. Shoen, Chairman of the Board of Directors and
President of AMERCO, James P. Shoen, a director of AMERCO, and Mark V. Shoen, an
executive officer of AMERCO, collectively are the owners of 9,342,598 shares
(approximately 47.7%) of the outstanding common shares of AMERCO. In addition,
on June 30, 2006, Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosmarie T.
Donovan (Trustee of the Shoen Irrevocable Trusts) and Southwest Fiduciary, Inc.
(Trustee of the Irrevocable “C” Trusts) (collectively, the “Reporting Persons”)
entered into a stockholder agreement in which the Reporting Persons agreed to
vote as one as provided in this agreement (the “Stockholder Agreement”). As of
March 1, 2007, Adagio Trust Company replaced Southwest Fiduciary, Inc. as the
trustee of the Irrevocable “C” Trusts, and became a signatory to the Stockholder
Agreement. Pursuant to the Stockholder Agreement, the Reporting Persons
appointed James P. Shoen as proxy to vote their collective 11,017,321 shares
(approximately 56.2%) of the Company’s common stock as provided for in the
Stockholder Agreement. For additional information, refer to the Schedule 13D’s
filed on July 13, 2006 and on March 9, 2007 with the SEC. In addition, 1,750,262
shares (approximately 8.9%) of the outstanding common shares of AMERCO are held
by our Employee Savings and Employee Stock Ownership Trust.
As a
result of their stock ownership and the Stockholder Agreement, Edward J. Shoen,
Mark V. Shoen and James P. Shoen are in a position to significantly influence
the business affairs and policies of the Company, including the approval of
significant transactions, the election of the members of the Board and other
matters submitted to our stockholders. There can be no assurance that
the interests of the Reporting Persons will not conflict with the interest of
our other stockholders. Furthermore, as a result of the Reporting
Persons’ voting power, the Company is a “controlled company” as defined in the
Nasdaq listing rules and, therefore, may avail itself of certain exemptions
under Nasdaq Marketplace Rules, including exemptions from the rules that require
the Company to have (i) a majority of independent directors on the Board; (ii) a
compensation committee composed solely of independent directors; (iii) a
nominating committee composed solely of independent directors; (iv) compensation
of our executive officers determined by a majority of the independent directors
or a compensation committee composed solely of independent directors; and (v)
director nominees selected, or recommended for the Board’s selection, either by
a majority of the independent directors or a nominating committee composed
solely of independent directors. Of the above available exemptions, the Company
currently exercises its right to an exemption from the Nasdaq rule requiring
compensation of other executive officers, aside from the President, be
determined by a majority of the independent directors or the compensation
committee.
9
We
bear certain risks related to our notes receivable from SAC
Holdings.
At March
31, 2009, we held approximately $197.6 million of notes receivable from SAC
Holdings, which consist of junior unsecured notes. SAC Holdings is highly
leveraged with significant indebtedness to others. If SAC Holdings is unable to
meet its obligations to its senior lenders, it could trigger a default of its
obligations to us. In such an event of default, we could suffer a loss to the
extent the value of the underlying collateral of SAC Holdings is inadequate to
repay SAC Holding’s senior lenders and our junior unsecured notes. We
cannot assure you that SAC Holdings will not default on its loans to its senior
lenders or that the value of SAC Holdings assets upon liquidation would be
sufficient to repay us in full.
Our
quarterly results of operations fluctuate due to seasonality and other factors
associated with our industry.
Our
business is seasonal and our results of operations and cash flows fluctuate
significantly from quarter to quarter. Historically, revenues have been stronger
in the first and second fiscal quarters due to the overall increase in moving
activity during the spring and summer months. The fourth fiscal quarter is
generally weakest, due to a greater potential for adverse weather conditions and
other factors that are not necessarily seasonal. As a result, our operating
results for a given quarterly period are not necessarily indicative of operating
results for an entire year.
Our
operations subject us to numerous environmental regulations and the possibility
that environmental liability in the future could adversely affect our
operations.
Compliance
with environmental requirements of federal, state and local governments
significantly affects our business. 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. Under environmental laws or common law
principles, we can be held liable for hazardous substances that are found on
real property we have owned or operated. We are aware of issues regarding
hazardous substances on some of our real estate and we have put in place a
remedial plan at each site where we believe such a plan is necessary, refer to
Note 19 Contingencies of the Notes to Consolidated Financial Statements. We
regularly make capital and operating expenditures to stay in compliance with
environmental laws. In particular, we have managed a testing and removal program
since 1988 for our underground storage tanks. Despite these compliance
efforts, we believe that risk of environmental liability is part of the nature
of our business.
Environmental
laws and regulations are complex, change frequently and could become more
stringent in the future. We cannot assure you that future compliance with these
regulations, future environmental liabilities, the cost of defending
environmental claims, conducting any environmental remediation or generally
resolving liabilities caused by us or related third parties will not have a
material adverse effect on our business, financial condition or results of
operations.
We
operate in a highly regulated industry and changes in existing regulations or
violations of existing or future regulations could have a material adverse
effect on our operations and profitability.
Our truck
and trailer rental business is subject to regulation by various federal, state
and foreign governmental entities. Specifically, the U.S. Department of
Transportation and various state and federal agencies exercise broad powers over
our motor carrier operations, safety, and the generation, handling, storage,
treatment and disposal of waste materials. In addition, our storage business is
also subject to federal, state and local laws and regulations relating to
environmental protection and human health and safety. The failure to adhere to
these laws and regulations may adversely affect our ability to sell or rent such
property or to use the property as collateral for future
borrowings. Compliance with changing regulations could substantially impair
real property and equipment productivity and increase our costs.
The
Federal government likely will institute some sort of carbon
cap. This will likely affect everyone who uses fossil fuels and
disproportionately affect users in the highway transportation industries. There
are too many variables at this time to assess the impact of the various proposed
federal and state regulations.
Our
ability to attract and retain qualified employees, and changes in laws or other
labor issues could adversely affect our business and our results of
operations.
The
success of our business is predicated upon our workforce providing excellent
customer service. Our ability to attract and retain this employee base may be
inhibited due to prevailing wage rates, benefit costs and the adoption of new or
revised employment and labor laws and regulations. Should this occur we may be
unable to provide service in certain areas or we may experience significantly
increased costs of labor that could adversely affect our results of operations
and financial condition.
10
We
are highly dependent upon our automated systems and the Internet for managing
our business.
Our
information systems are largely internet-based, including our point-of-sale
reservation system and telephone system. While our reliance on this technology
lowers our cost of providing service and expands our abilities to serve, it
exposes the Company to various risks including natural disasters and man-made
disasters. We have put into place backup systems and alternative procedures to
mitigate this risk. However, disruptions or breaches in any portion
of these systems could adversely affect our results of operations and financial
condition.
A.M.
Best financial strength ratings are crucial to our life insurance
business.
In March
2009, A.M. Best affirmed the financial strength rating for Oxford, Christian
Fidelity Life Insurance Company (“CFLIC”) and Dallas General Life Insurance
Company (“DGLIC”) of B++ with a stable outlook. Financial strength ratings are
important external factors that can affect the success of Oxford’s business
plans. Accordingly, if Oxford’s ratings, relative to its competitors, are not
maintained or do not continue to improve, Oxford may not be able to retain and
attract business as currently planned, which could adversely affect our results
of operations and financial condition.
Item 1B. Unresolved Staff
Comments
We have
no unresolved staff comments at March 31, 2009.
Item 2. Properties
The
Company, through its legal subsidiaries, owns property, plant and equipment that
are utilized in the manufacture, repair and rental of U-Haul equipment and storage
space, as well as providing office space for the Company. Such facilities exist
throughout the United States and Canada. The Company also manages storage
facilities owned by others. The Company operates over 1,400 U-Haul retail centers of which
487 are managed for other owners, and operates 12 manufacturing and assembly
facilities. We also operate over 200 fixed-site repair facilities located
throughout the United States and Canada. These facilities are used
primarily for the benefit of our Moving and Storage segment.
SAC
Holdings owns property, plant and equipment that are utilized in the sale of
moving supplies, rental of self-storage rooms and U-Haul equipment. Such
facilities exist throughout the United States and Canada. We manage the storage
facilities under property management agreements whereby the management fees are
consistent with management fees received by U-Haul for other properties owned by
unrelated parties and previously managed by us.
Item 3. Legal
Proceedings
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 Board, 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 Holdings 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
Board 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.
11
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 regard to demand futility. The appeals are currently pending and the
issues will be fully briefed before the Nevada Supreme Court by September 13,
2009.
Environmental
AMERCO is 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 may
significantly affect Real Estate’s business operations. Among other things,
these requirements regulate the discharge of materials into the water, air and
land and govern the use and disposal of hazardous substances. Real Estate is
aware of issues regarding hazardous substances on some of its properties. Real
Estate regularly makes capital and operating expenditures to stay in compliance
with environmental laws and has put in place a remedial plan at each site where
it believes such a plan is necessary. Since 1988, Real Estate has managed a
testing and removal program for underground storage tanks.
Based
upon the information currently available to Real Estate, compliance with the
environmental laws and its share of the costs of investigation and cleanup of
known hazardous waste sites are not expected to result in a material adverse
effect on AMERCO’s financial position or results of operations. Real Estate
expects to spend approximately $5.2 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 or results of operations.
Item 4. Submission of Matters to a Vote of
Security Holders
No matter
was submitted to a vote of the security holders of AMERCO during the fourth
quarter of the fiscal year covered by this report, through the solicitation of
proxies or otherwise.
12
PART
II
Item 5. Market for the Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
As of
March 31, 2009, there were approximately 3,200 holders of record of the common
stock. AMERCO’s common stock is listed on NASDAQ Global Select Market under the
trading symbol “UHAL”. The number of shareholders is derived using internal
stock ledgers and utilizing Mellon Investor Services Stockholder
listings.
The
following table sets forth the high and the low sales price of the common stock
of AMERCO for the periods indicated:
Year Ended March 31,
|
||||||||||||||||
2009
|
2008
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
First
quarter
|
$ | 60.00 | $ | 46.17 | $ | 83.87 | $ | 67.29 | ||||||||
Second
quarter
|
$ | 51.52 | $ | 33.51 | $ | 78.78 | $ | 57.03 | ||||||||
Third
quarter
|
$ | 45.91 | $ | 28.93 | $ | 79.86 | $ | 58.82 | ||||||||
Fourth
quarter
|
$ | 35.29 | $ | 21.89 | $ | 71.98 | $ | 47.53 |
Dividends
AMERCO
does not have a formal dividend policy. The Board periodically considers the
advisability of declaring and paying dividends to common stockholders in light
of existing circumstances.
Refer to
Note 21 Statutory Financial Information of Insurance Subsidiaries of the Notes
to Consolidated Financial Statements for a discussion of certain statutory
restrictions on the ability of the insurance subsidiaries to pay dividends to
AMERCO.
Refer to
Note 12 Stockholders Equity of the Notes to Consolidated Financial Statements
for a discussion of AMERCO’s preferred stock.
13
Performance
Graph
The
following graph compares the cumulative total stockholder return on the
Company’s Common Stock for the period March 31, 2004 through March 31, 2009 with
the cumulative total return on the Dow Jones US Equity Market and the Dow Jones
US Transportation Average. The comparison assumes that $100 was
invested on March 31, 2004 in the Company’s Common Stock and in each of
comparison indices. The graph reflects the closing price of the Common stock
trading on NASDAQ on March 31, 2005, 2006, 2007, 2008, and 2009.
Fiscal
year ending March 31:
|
||||||||||||||||||||||||
2004
|
2005
|
2006
|
2007
|
2008
|
2009
|
|||||||||||||||||||
AMERCO
|
$ | 100 | $ | 196 | $ | 419 | $ | 297 | $ | 242 | $ | 142 | ||||||||||||
Dow
Jones US Total Market
|
100 | 107 | 122 | 137 | 129 | 80 | ||||||||||||||||||
Dow
Jones US Transportation Average
|
100 | 130 | 161 | 172 | 173 | 99 | ||||||||||||||||||
*
$100 invested on 3/31/04 in stock or index-including reinvestment of
dividends.
|
14
Issuer
Purchases of Equity Securities
On
December 5, 2007, we announced that the Board had authorized us to
repurchase up to $50.0 million of our common stock. The stock was
repurchased by the Company from time to time on the open market
through December 31, 2008. The extent to which the Company repurchased its
shares and the timing of such purchases were dependent upon market conditions
and other corporate considerations. The purchases were funded from available
working capital. During fiscal 2009, no shares of our common stock were
repurchased, with the exception of the shares repurchased under our Odd Lot
Repurchase Program detailed below.
On August
8, 2008, we announced the Board had authorized us to initiate a no-fee Odd Lot
Repurchase Program (the “Program”) to purchase AMERCO common stock held by
persons who own less than 100 shares of AMERCO common stock. The Program offer
expired on December 31, 2008. The following table details the shares purchased
as part of the Program.
Period
|
Total
# of Shares Repurchased
|
Weighted
Average Price Paid per Share
|
Total
$ of Shares Repurchased as Part of Odd Lot Program
|
|||||||||
Cumulative
Plan Total
|
23,526 | $ | 41.47 | $ | 975,722 |
On
December 3, 2008, the Board authorized and directed us to amend the Employee
Stock Ownership Plan (“ESOP”) to provide that distributions under the ESOP with
respect to accounts valued at no more than $1,000 shall be in the form of cash
at the sole discretion of the advisory committee, subject to a participant’s or
beneficiary’s right to elect a distribution of AMERCO common stock. The Board
also authorized us, using management’s discretion, to buy back shares of former
employee ESOP participants whose respective ESOP account balances are valued at
more than $1,000 but who own less than 100 shares, at the then-prevailing market
prices. No such shares have been purchased.
In March
2009, RepWest purchased shares of AMERCO Series A 8 ½% Preferred Stock on the
open market for $0.9 million. RepWest may continue to make investments in
AMERCO’s Preferred Shares in the future.
15
Item 6. Selected Financial
Data
The
following selected financial data should be read in conjunction with the
MD&A, and the Consolidated Financial Statements and related notes in this
Annual Report on Form 10-K.
Listed
below is selected financial data for AMERCO and consolidated entities for each
of the last five years ended March 31:
Years
Ended March 31,
|
||||||||||||||||||||
2009
|
2008 (b), (c) |
2007
|
2006
|
2005
|
||||||||||||||||
(In
thousands, except share and per share data)
|
||||||||||||||||||||
Summary
of Operations:
|
||||||||||||||||||||
Self-moving
equipment rentals
|
$ | 1,423,022 | $ | 1,451,292 | $ | 1,462,470 | $ | 1,489,429 | $ | 1,424,841 | ||||||||||
Self-storage
revenues
|
110,548 | 122,248 | 126,424 | 119,742 | 114,155 | |||||||||||||||
Self-moving
and self-storage products and service sales
|
199,394 | 217,798 | 224,722 | 223,721 | 206,098 | |||||||||||||||
Property
management fees
|
23,192 | 22,820 | 21,154 | 21,195 | 11,839 | |||||||||||||||
Life
insurance premiums
|
109,572 | 111,996 | 120,399 | 118,833 | 126,236 | |||||||||||||||
Property
and casualty insurance premiums
|
28,337 | 28,388 | 24,335 | 26,001 | 24,987 | |||||||||||||||
Net
investment and interest income
|
58,021 | 62,110 | 59,696 | 48,279 | 49,171 | |||||||||||||||
Other
revenue
|
40,180 | 32,522 | 30,098 | 40,325 | 30,172 | |||||||||||||||
Total
revenues
|
1,992,266 | 2,049,174 | 2,069,298 | 2,087,525 | 1,987,499 | |||||||||||||||
Operating
expenses
|
1,047,238 | 1,079,486 | 1,082,178 | 1,083,887 | 1,125,663 | |||||||||||||||
Commission
expenses
|
171,303 | 167,945 | 162,899 | 165,961 | 159,253 | |||||||||||||||
Cost
of sales
|
114,387 | 120,210 | 117,648 | 113,135 | 105,309 | |||||||||||||||
Benefits
and losses
|
108,259 | 108,817 | 116,959 | 115,431 | 138,655 | |||||||||||||||
Amortization
of deferred policy acquisition costs
|
12,394 | 13,181 | 17,138 | 24,261 | 28,512 | |||||||||||||||
Lease
expense
|
152,424 | 133,931 | 147,659 | 136,652 | 142,008 | |||||||||||||||
Depreciation,
net of (gains) losses on disposal
|
265,213 | 221,882 | 189,589 | 142,817 | 121,103 | |||||||||||||||
Total
costs and expenses
|
1,871,218 | 1,845,452 | 1,834,070 | 1,782,144 | 1,820,503 | |||||||||||||||
Earnings
from operations
|
121,048 | 203,722 | 235,228 | 305,381 | 166,996 | |||||||||||||||
Interest
expense
|
(98,470 | ) | (101,420) | (82,436 | ) | (69,481 | ) | (73,205 | ) | |||||||||||
Fees
and amortization on early extinguishment of debt (a)
|
- | - | (6,969 | ) | (35,627 | ) | - | |||||||||||||
Litigation
settlement, net of costs, fees and expenses
|
- | - | - | - | 51,341 | |||||||||||||||
Pretax
earnings
|
22,578 | 102,302 | 145,823 | 200,273 | 145,132 | |||||||||||||||
Income
tax expense
|
(9,168 | ) | (34,518) | (55,270 | ) | (79,119 | ) | (55,708 | ) | |||||||||||
Net
earnings
|
13,410 | 67,784 | 90,553 | 121,154 | 89,424 | |||||||||||||||
Less: Preferred
stock dividends
|
(12,963 | ) | (12,963) | (12,963 | ) | (12,963 | ) | (12,963 | ) | |||||||||||
Earnings
available to common shareholders
|
$ | 447 | $ | 54,821 | $ | 77,590 | $ | 108,191 | $ | 76,461 | ||||||||||
Net
earnings per common share basic and diluted
|
$ | 0.02 | $ | 2.78 | $ | 3.72 | $ | 5.19 | $ | 3.68 | ||||||||||
Weighted
average common shares outstanding: Basic and diluted
|
19,350,041 | 19,740,571 | 20,838,570 | 20,857,108 | 20,804,773 | |||||||||||||||
Cash
dividends declared and accrued
|
||||||||||||||||||||
Preferred
stock
|
$ | 12,963 | $ | 12,963 | $ | 12,963 | $ | 12,963 | $ | 12,963 | ||||||||||
Balance
Sheet Data:
|
||||||||||||||||||||
Property,
plant and equipment, net
|
2,013,928 | 2,011,176 | 1,897,071 | 1,535,165 | 1,354,468 | |||||||||||||||
Total
assets
|
3,825,073 | 3,832,487 | 3,523,048 | 3,367,218 | 3,116,173 | |||||||||||||||
AMERCO's
notes, loans and leases payable
|
1,546,490 | 1,504,677 | 1,181,165 | 965,634 | 780,008 | |||||||||||||||
SAC
Holding II notes and loans payable, non re-course to
AMERCO
|
- | - | 74,887 | 76,232 | 77,474 | |||||||||||||||
Stockholders'
equity
|
717,629 | 758,431 | 718,098 | 695,604 | 572,839 | |||||||||||||||
(a)
Includes the write-off of debt issuance costs of $7.0 million in fiscal
2007 and $14.4 million in fiscal 2006.
|
||||||||||||||||||||
(b)
Fiscal 2008 summary of operations includes 7 months of activity for SAC
Holding II which was deconsolidated effective October 31,
2007.
|
||||||||||||||||||||
(c)
Fiscal 2008 balance sheet data does not include SAC Holding II which was
deconsolidated effective October 31, 2007.
|
16
Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
General
We begin
this 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 business 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 fiscal 2009 compared with fiscal 2008, and for fiscal
2008 compared with fiscal 2007 which are 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 fiscal 2010.
This
MD&A should be read in conjunction with the other sections of this Annual
Report on Form 10-K, including Item 1: Business, Item 6: Selected Financial Data
and Item 8: Financial Statements and Supplementary Data. The various sections of
this MD&A contain a number of forward-looking statements, as discussed under
the caption “Cautionary Statements Regarding Forward-Looking Statements,” all of
which are based on our current expectations and could be affected by the
uncertainties and risk factors described throughout this filing and particularly
under the section Item 1A: Risk Factors. Our actual results may differ
materially from these forward-looking statements.
AMERCO
has a fiscal year that ends on the 31st of
March for each year that is referenced. Our insurance company subsidiaries have
fiscal years that end on the 31st of
December 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, 2007 and 2006 correspond to fiscal 2009, 2008 and 2007 for
AMERCO.
Overall
Strategy
Our
overall strategy is to maintain our leadership position in the North American
“do-it-yourself” moving and storage industry. We accomplish this by providing a
seamless and integrated supply chain to the “do-it-yourself” moving and storage
market. As part of executing this strategy, we leverage the brand recognition of
U-Haul with our
full line of moving and self-storage related products and services and the
convenience of our broad geographic presence.
Our
primary focus is to provide our customers with a wide selection of moving rental
equipment, convenient self-storage rental facilities and related moving and
self-storage products and services. We are able to expand our distribution and
improve customer service by increasing the amount of moving equipment and
storage rooms available for rent, expanding the number of independent dealers in
our network and expanding and taking advantage of our growing eMove
capabilities.
Property
and Casualty Insurance is focused on providing and administering property and
casualty insurance to U-Haul and its customers, its independent dealers and
affiliates.
Life
Insurance is focused on long-term capital growth through direct writing and
reinsuring of life, Medicare supplement and annuity products in the senior
marketplace.
Description
of Operating Segments
AMERCO’s
three current reportable segments are (and former reportable segment
was):
Moving
and Storage, comprised of AMERCO, U-Haul and Real Estate and the subsidiaries of
U-Haul and Real Estate,
Property
and Casualty Insurance, comprised of RepWest and its subsidiaries and
ARCOA,
Life
Insurance, comprised of Oxford and its subsidiaries, and
SAC
Holding II and its subsidiaries (through October 2007).
Refer to
Note 1 Basis of Presentation, Note 22 Financial Information by Geographic Area
and Note 22A Consolidating Financial Information by Industry Segment of the
Notes to Consolidated Financial Statements included in this Form
10-K.
17
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.
eMove is
an online marketplace that connects consumers to over 3,900 independent Moving
Help™ service providers and over 4,200 independent Self-Storage Affiliates. Our
network of customer-rated affiliates provides pack and load help, cleaning help,
self-storage and similar services, all over North America. Our goal is to
further utilize our web-based technology platform to increase service to
consumers and businesses in the moving and storage market.
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. This commitment to sustainability,
through our products and services, has helped us to reduce any negative impact
on the environment.
Property
and Casualty Insurance Operating Segment
Our
Property and Casualty Insurance provides loss adjusting and claims handling for
U-Haul through regional offices across North America. Property and Casualty
Insurance 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 into the market. The business plan for Property and Casualty Insurance
includes offering property and casualty products in other U-Haul related
programs.
Life
Insurance Operating Segment
Our Life
Insurance 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 administered the
self-insured employee health and dental plans for Arizona employees of the
Company through December 31, 2008.
SAC
Holding II Operating Segment
SAC
Holding II owns self-storage properties that are managed by U-Haul under
property management agreements and act as independent U-Haul rental equipment
dealers. AMERCO, through its subsidiaries, has contractual interests in certain
SAC 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. Refer to Principles of Consolidation
within Item 7 Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
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.
Note 3 Accounting Policies of the Notes to Consolidated Financial Statements in
Item 8: Financial Statements and Supplementary Data of this Form 10-K summarizes
the significant accounting policies and methods used in the preparation of our
consolidated financial statements and related disclosures. Certain accounting
policies require us to make difficult and subjective judgments and assumptions,
often as a result of the need to estimate matters that are inherently
uncertain.
18
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) and ARB 51, Consolidated Financial
Statements (“ARB 51”), in its principles of consolidation. FIN 46(R)
addresses arrangements where a company does not hold a majority of the voting or
similar interests of a variable interest entity (“VIE”). A company is required
to consolidate a VIE if it 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 its subsidiaries (“SAC Holding
Corporation”) and SAC Holding II Corporation and its subsidiaries (collectively,
“SAC Holdings”) were considered special purpose entities and were consolidated
based on the provisions of Emerging Issues Task Force 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 that SAC
Holding Corporation was not a VIE and AMERCO ceased to be the primary
beneficiary. Accordingly, the Company no longer includes SAC Holding Corporation
in its consolidated financial statements.
In
November 2007, Blackwater Investments, Inc. (“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, it deconsolidated those entities. The
deconsolidation was accounted for as a distribution of SAC Holding II’s
interests to the sole shareholder of SAC Holdings. Because of AMERCO’s
continuing involvement with SAC Holding II the distribution does not qualify as
discontinued operations as defined by Statement of Financial Accounting
Standards (“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.
19
The
consolidated balance sheets as of March 31, 2009 and 2008 include the accounts
of AMERCO and its wholly-owned subsidiaries. The March 31, 2009 statements of
operations and cash flows include AMERCO and its wholly-owned subsidiaries. The
March 31, 2008 statements of operations and cash flows include AMERCO and its
wholly-owned subsidiaries for the entire year, and reflect SAC Holding II for
the seven months ended October 31, 2007. The March 31, 2007 statements of
operations and cash flows include the accounts of AMERCO and its wholly-owned
subsidiaries and SAC Holding II.
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. During fiscal 2009, based on an
economic market analysis, the Company decreased the estimated residual value of
certain rental trucks. The effect of the change decreased earnings from
operations for fiscal 2009 by $19.8 million or $1.02 per share before taxes, in
which the tax effect was approximately $0.38 per share. 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.
In fiscal
2006, 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 approximately 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 $56.0 million, $56.7
million and $33.2 million greater than what it would have been if calculated
under a straight line approach for fiscal 2009, 2008 and 2007,
respectively.
We typically sell our used vehicles at
our sales centers throughout North America, on our web site at uhaul.com/trucksales or by phone at
1-866-404-0355.
Additionally, we sell a
large portion of our pick-up and cargo van fleet at automobile dealer auctions.
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.
20
Insurance
reserves for Property and Casualty Insurance 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.
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 reported and finally
settled.
During
the third quarter of fiscal 2009, the Company entered into an excess of loss
reinsurance agreement with a third-party reinsurer covering a portion of
expected accident liability losses for policy years 2001 through 2005. The
Company recorded $15.0 million of projected recoveries as an Other Asset and
deferred this gain until actual recoveries, if any, are collected in the
future.
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 $0.4 million in other-than-temporary impairments for
fiscal 2009, $0.5 million for fiscal 2008 and $1.4 million for fiscal
2007.
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
DGLIC, a subsidiary of Oxford, which will file on a stand alone basis until
2012. SAC Holding Corporation and SAC Holding II Corporation file separate
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;
however, 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 items 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 Life Insurance and RepWest. For more information please see Note 16 Fair
Value Measurements of the Notes to Consolidated Financial Statements. The
adoption of SFAS 157 did not have a material impact on the Company’s
consolidated financial statements.
FASB
Staff Position FAS 157-1, Application of FASB Statement No.
157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13. This FASB Staff Position (FSP) amends SFAS 157 to
exclude FASB Statement No. 13, Accounting for Leases, and
other accounting pronouncements that address fair value measurements for
purposes of lease classification or measurement under Statement 13. However,
this scope exception does not apply to assets acquired and liabilities assumed
in a business combination that are required to be measured at fair value under
FASB Statement No. 141, Business Combinations, or No.
141 (revised 2007), Business
Combinations, regardless of whether those assets and liabilities are
related to leases.
21
FASB
Staff Position FAS 157-2, Effective Date of FASB Statement No.
157. This FASB Staff Position (FSP) delays the effective date of
SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items
that are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually). The delay is intended to allow the
Board and constituents additional time to consider the effect of various
implementation issues that have arisen, or that may arise, from the application
of Statement 157.
FASB
Staff Position FAS 157-3,
Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active.
This FSP applies to financial assets within the scope of
accounting pronouncements that require or permit fair value measurements in
accordance with SFAS 157. This FSP clarifies the application of SFAS 157 in a
market that is not active and provides an example to illustrate key
considerations in determining the fair value of a financial asset when the
market for that financial asset is not active.
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.
In March
2008, the FASB issued SFAS 161, Disclosures about Derivative
Instruments and Hedging Activities (“SFAS 161”) which amends SFAS
133 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 adoption of SFAS 161 required the Company to expand its
disclosures in Note 11 Interest on Borrowings of the Notes to Consolidated
Financial Statements.
Recent
Accounting Pronouncements
In
December 2007, the Financial Accounting Standards Board (“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.
In April
2009, the FASB issued (FSP) FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments, which segregates
credit and noncredit components of impaired debt securities that are not
expected to be sold. Impairments will still have to be measured at fair value in
other comprehensive income. The FSP also requires some additional disclosures
regarding expected cash flows, credit losses, and an aging of securities with
unrealized losses. Effective for interim and annual periods ending after June
15, 2009, but entities may early adopt the FSP for the interim and annual
periods ending after March 15, 2009. The Company does not believe that the
adoption of this statement will have a material impact on our financial
statements.
22
In April
2009, the FASB issued (FSP) FAS 107-1 and APB
28-1, Disclosures about Fair Value of
Financial Instruments, which increases the
frequency of fair value disclosures to a quarterly instead of annual basis. The
guidance relates to fair value disclosures for any financial instruments that
are not currently reflected on the balance sheet at fair value. Effective for
interim and annual periods ending after June 15, 2009, but entities may early
adopt the FSP for the interim and annual periods ending after March 15, 2009.
The Company does not believe that the adoption of this statement will have a
material impact on our financial statements.
In April
2009, the FASB issued (FSP) FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly, which
provides guidelines for a broad interpretation of when to apply market-based
fair value measurements. The FSP reaffirms management's need to use judgment to
determine when a market that was once active has become inactive and in
determining fair values in markets that are no longer active. Effective for
interim and annual periods ending after June 15, 2009, but entities may early
adopt the FSP for the interim and annual periods ending after March 15,
2009.
Results
of Operations
AMERCO
and Consolidated Entities
Fiscal
2009 Compared with Fiscal 2008
Listed
below on a consolidated basis are revenues for our major product lines for
fiscal 2009 and fiscal 2008:
Year
Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 1,423,022 | $ | 1,451,292 | ||||
Self-storage
revenues
|
110,548 | 122,248 | ||||||
Self-moving
and self-storage product and service sales
|
199,394 | 217,798 | ||||||
Property
management fees
|
23,192 | 22,820 | ||||||
Life
insurance premiums
|
109,572 | 111,996 | ||||||
Property
and casualty insurance premiums
|
28,337 | 28,388 | ||||||
Net
investment and interest income
|
58,021 | 62,110 | ||||||
Other
revenue
|
40,180 | 32,522 | ||||||
Consolidated
revenue
|
$ | 1,992,266 | $ | 2,049,174 |
Self-moving
equipment rental revenues decreased $28.3 million in fiscal 2009, compared with
fiscal 2008. The majority of the decrease occurred in the third and
fourth quarters of fiscal 2009. Several factors led to the decline in
revenues including a decrease in total rental equipment transactions, foreign
currency exchange rates, reduced revenue per transaction for In-Town moves and
the extra day in fiscal 2008. Total rental equipment transactions
decreased less than one percent during the year. Foreign currency
exchange rates between the United States and Canada negatively affected our
translated U.S. dollar results during the second half of fiscal
2009. During fiscal 2009 our average revenue per one-way transactions
increased while In-Town experienced decreases primarily due to reduced
mileage.
Self-storage
revenues decreased $11.7 million in fiscal 2009, compared with fiscal
2008. The deconsolidation of SAC Holding II, which was effective
October 31, 2007, accounted for $11.5 million of the decrease. At
Company-owned locations during fiscal 2009 we saw a decrease in our occupancy
rate of approximately 5% compared to fiscal 2008. The decrease was a
result of the addition of approximately seven thousand new rooms into the
portfolio combined with a 2% decrease in rooms rented. We were able
to largely offset the occupancy declines with rate actions.
Sales of
self-moving and self-storage products and services decreased $18.4 million in
fiscal 2009, compared with fiscal 2008. The deconsolidation of SAC Holding II
accounted for $10.0 million of the decrease. The remaining decrease
was related to reduced sales of hitches, towing accessories and rental support
items.
Life
Insurance premiums decreased $2.4 million primarily as a result of
decreases in Medicare supplement premiums.
Property
and Casualty Insurance premiums decreased $0.1 million due to a
decline in U-Haul related business.
23
Net
investment and interest income decreased $4.1 million in fiscal 2009, compared
with fiscal 2008. This decline was due primarily to smaller invested
asset portfolios at the insurance companies combined with reduced investment
yields for both the insurance companies and U-Haul’s invested short-term
balances.
As a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $1,992.3 million for fiscal 2009, compared with $2,049.2 million
for fiscal 2008.
Listed
below are revenues and earnings from operations at each of our four operating
segments for fiscal 2009 and fiscal 2008, the insurance companies years ended
are December 31, 2008 and 2007.
Year
Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Moving
and storage
|
||||||||
Revenues
|
$ | 1,823,049 | $ | 1,858,230 | ||||
Earnings
from operations
|
112,080 | 192,970 | ||||||
Property
and casualty insurance
|
||||||||
Revenues
|
37,419 | 40,478 | ||||||
Earnings
from operations
|
7,505 | 9,244 | ||||||
Life
insurance
|
||||||||
Revenues
|
135,056 | 137,448 | ||||||
Earnings
from operations
|
17,748 | 17,202 | ||||||
SAC
Holding II (a)
|
||||||||
Revenues
|
- | 28,102 | ||||||
Earnings
from operations
|
- | 7,926 | ||||||
Eliminations
|
||||||||
Revenues
|
(3,258 | ) | (15,084 | ) | ||||
Earnings
from operations
|
(16,285 | ) | (23,620 | ) | ||||
Consolidated
Results
|
||||||||
Revenues
|
1,992,266 | 2,049,174 | ||||||
Earnings
from operations
|
121,048 | 203,722 | ||||||
(a)
Fiscal 2008 includes 7 months of activity for SAC Holding II which was
deconsolidated effective October 31, 2007.
|
Total
costs and expenses increased $25.8 million in fiscal 2009, compared with fiscal
2008. The largest contributing factors to the increase were equipment
related costs including $18.2 million of additional equipment depreciation,
$17.8 of additional equipment lease costs, and $12.1 million of additional
losses from the disposal of equipment. Gains related to the disposal
of real estate decreased $10.3 million in fiscal 2009, compared with fiscal
2008. Commission and cost of sales expenses decreased in relation to
their associated revenues. Total costs and expenses at the insurance
companies decreased $4.3 through a combination of lower benefits and reduced
operating costs resulting from less business. In fiscal 2009, the
Company recognized approximately $12.0 million of positive prior year experience
on its portion of the self-insured liability risk related to the rental
fleet. The deconsolidation of SAC Holding II accounted for an $11.9
million decrease.
As a
result of the aforementioned changes in revenues and expenses, earnings from
operations decreased to $121.0 million for fiscal 2009, compared with $203.7
million for fiscal 2008.
Interest
expense for fiscal 2009 was $98.5 million, compared with $101.4 million in
fiscal 2008. The decrease in interest expense in fiscal 2009 was primarily
related to the deconsolidation of SAC Holding II which accounted for $3.5
million of the decline.
Income
tax expense was $9.2 million in fiscal 2009, compared with $34.5 million in
fiscal 2008.
Dividends
accrued on our Series A preferred stock were $13.0 million in both fiscal 2009
and 2008, respectively.
As a
result of the above mentioned items, net earnings available to common
shareholders were $0.4 million in fiscal 2009, compared with $54.8 million in
fiscal 2008.
The
weighted average common shares outstanding: basic and diluted were 19,350,041 in
fiscal 2009 and 19,740,571 in fiscal 2008.
Basic and
diluted earnings per share in fiscal 2009 were $0.02, compared with $2.78 in
fiscal 2008.
24
Fiscal
2008 Compared with Fiscal 2007
Listed
below on a consolidated basis are revenues for our major product lines for
fiscal 2008 and fiscal 2007:
Year
Ended March 31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 1,451,292 | $ | 1,462,470 | ||||
Self-storage
revenues
|
122,248 | 126,424 | ||||||
Self-moving
and self-storage product and service sales
|
217,798 | 224,722 | ||||||
Property
management fees
|
22,820 | 21,154 | ||||||
Life
insurance premiums
|
111,996 | 120,399 | ||||||
Property
and casualty insurance premiums
|
28,388 | 24,335 | ||||||
Net
investment and interest income
|
62,110 | 59,696 | ||||||
Other
revenue
|
32,522 | 30,098 | ||||||
Consolidated
revenue
|
$ | 2,049,174 | $ | 2,069,298 |
Self-moving
equipment rental revenues decreased $11.2 million in fiscal 2008 compared with
fiscal 2007. The majority of the year over year decline occurred during the
first half of fiscal 2008 driven primarily by negative trends in average one-way
revenue per transaction. During the second half of fiscal 2008 we experienced
incremental improvements in pricing; however, we still finished the full year
behind fiscal 2007 as it relates to average revenue per transaction. Partially
offsetting the negative pricing environment was the extra business day in
February 2008 and a marginal increase in total moving transactions compared with
fiscal 2007.
Self-storage
revenues decreased $4.2 million in fiscal 2008, compared with fiscal 2007 due to
the deconsolidation of SAC Holding II which was effective as of October 31, 2007
and which accounted for an $8.5 million decrease in reported self-storage
revenues in fiscal 2008 as compared with fiscal 2007. Self-storage revenues for
AMERCO owned locations increased $4.3 million in fiscal 2008 as compared with
fiscal 2007 driven primarily by favorable pricing. While average room occupancy
rates at AMERCO owned locations for fiscal 2008 declined 2.6% from fiscal 2007
to 84.0%, the Company increased the total number of rooms rented, rooms
available and square footage available in the same time period. The
deconsolidation of SAC Holding II for GAAP reporting purposes reduced
consolidated self-storage revenues; however, there has been no change in the
economics of our operational or financial relationship with SAC Holding
II.
Sales of
self-moving and self-storage products and services decreased $6.9 million in
fiscal 2008 as compared with fiscal 2007 with $6.0 million of the decrease
related to the deconsolidation of SAC Holding II. The remainder of
the decline was related primarily to lower sales of hitch and towing accessories
during the second half of fiscal 2008.
Life
Insurance premiums decreased $8.4 million driven by the termination of the
credit life and disability program and declining Medicare supplement premiums.
During fiscal 2008, Life Insurance increased sales of its new life insurance
products.
Property
and Casualty Insurance premiums increased $4.1 million due to an increase in
U-Haul related business.
Net
investment and interest income increased $2.4 million in fiscal 2008 as compared
with fiscal 2007. The Company receives interest income from SAC Holdings for
junior notes the Company holds. Prior to the deconsolidation of SAC Holding II
in October 2007, the amounts earned from junior notes related to SAC Holding II
were eliminated. After October 2007, this interest income was no longer
eliminated resulting in an increase of $2.9 million. This was offset by
decreases of the insurance companies’ investment income due to lower investment
yields and a smaller invested asset base.
As a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $2,049.2 million for fiscal 2008, compared with $2,069.3 million
for fiscal 2007.
25
Listed
below are revenues and earnings from operations at each of our four operating
segments for fiscal 2008 and fiscal 2007, the insurance companies years ended
are December 31, 2007 and 2006.
Year
Ended March 31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Moving
and storage
|
||||||||
Revenues
|
$ | 1,858,230 | $ | 1,861,751 | ||||
Earnings
from operations
|
192,970 | 217,937 | ||||||
Property
and casualty insurance
|
||||||||
Revenues
|
40,478 | 38,486 | ||||||
Earnings
from operations
|
9,244 | 5,741 | ||||||
Life
insurance
|
||||||||
Revenues
|
137,448 | 148,820 | ||||||
Earnings
from operations
|
17,202 | 14,521 | ||||||
SAC
Holding II (a)
|
||||||||
Revenues
|
28,102 | 46,603 | ||||||
Earnings
from operations
|
7,926 | 13,854 | ||||||
Eliminations
|
||||||||
Revenues
|
(15,084 | ) | (26,362 | ) | ||||
Earnings
from operations
|
(23,620 | ) | (16,825 | ) | ||||
Consolidated
Results
|
||||||||
Revenues
|
2,049,174 | 2,069,298 | ||||||
Earnings
from operations
|
203,722 | 235,228 | ||||||
(a)
Fiscal 2008 includes 7 months of activity for SAC Holding II which was
deconsolidated effective October 31, 2007.
|
Total
costs and expenses increased $11.4 million in fiscal 2008 as compared with
fiscal 2007. The largest increase was in depreciation expense associated with
the rotation of our fleet. Conversely, with the shift in focus from operating
leases to purchases of new rental trucks, lease expense decreased in fiscal 2008
as compared with fiscal 2007. The Company netted gains and losses from the
disposal of property and equipment against depreciation. Included in
depreciation are gains on the sale of real estate of $12.7 million and $4.4
million in fiscal 2008 and fiscal 2007, respectively. Repair and maintenance
costs included in operating expenses declined for the year due to the rotation
of older trucks out of the active rental fleet. Benefits and operating expenses
decreased at each of the insurance companies as business volumes declined. Other
operating costs including personnel, property tax and certain legal-related
expenses increased in fiscal 2008 as compared with fiscal 2007.
As a
result of the aforementioned changes in revenues and expenses, earnings from
operations decreased to $203.7 million for fiscal 2008, compared with $235.2
million for fiscal 2007.
Interest
expense for fiscal 2008 was $101.4 million, compared with $89.4 million in
fiscal 2007. Fiscal 2007 results included a one-time, non-recurring charge of
$7.0 million, before taxes, of deferred debt issuance costs related to a loan
that was amended. The refinancing costs had the effect of decreasing on a
non-recurring basis, earnings for the year ended March 31, 2007 by $0.33 per
share before taxes, in which the tax effect was approximately $0.13 per share.
Absent this charge, the increase in interest expense in fiscal 2008 was related
to increased debt associated with the fleet rotation.
Income
tax expense was $34.5 million in fiscal 2008, compared with $55.3 million in
fiscal 2007.
Dividends
accrued on our Series A preferred stock were $13.0 million in both fiscal 2008
and 2007, respectively.
As a
result of the above mentioned items, net earnings available to common
shareholders were $54.8 million in fiscal 2008, compared with $77.6 million in
fiscal 2007.
The
weighted average common shares outstanding: basic and diluted were 19,740,571 in
fiscal 2008 and 20,838,570 in fiscal 2007.
Basic and
diluted earnings per share in fiscal 2008 were $2.78, compared with $3.72 in
fiscal 2007.
26
Moving
and Storage
Fiscal
2009 Compared with Fiscal 2008
Listed
below are revenues for the major product lines at our Moving and Storage
Operating Segment for fiscal 2009 and fiscal 2008:
Year
Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 1,423,330 | $ | 1,451,292 | ||||
Self-storage
revenues
|
110,548 | 110,779 | ||||||
Self-moving
and self-storage product and service sales
|
199,394 | 207,759 | ||||||
Property
management fees
|
23,192 | 24,520 | ||||||
Net
investment and interest income
|
29,865 | 34,906 | ||||||
Other
revenue
|
36,720 | 28,974 | ||||||
Moving
and Storage revenue
|
$ | 1,823,049 | $ | 1,858,230 |
Self-moving
equipment rental revenues decreased $28.0 million in fiscal 2009, compared with
fiscal 2008. The majority of the decrease occurred in the third and
fourth quarters of fiscal 2009. Several factors led to the decline in
revenues including a decrease in total rental equipment transactions, foreign
currency exchange rates, reduced revenue per transaction for In-Town moves and
the extra day in fiscal 2008. Total rental equipment transactions decreased less
than one percent during the year. Foreign currency exchange rates
between the United States and Canada negatively affected our translated U.S.
dollar results during the second half of fiscal 2009. During fiscal
2009 our average revenue per one-way transactions increased while In-Town
experienced decreases primarily due to reduced mileage.
Self-storage
revenues decreased $0.2 million in fiscal 2009, compared with fiscal
2008. At Company-owned locations during fiscal 2009 we saw a decrease
in our occupancy rate of approximately 5% compared to fiscal
2008. The decrease was a result of the addition of approximately
seven thousand new rooms into the portfolio combined with a 2% decrease in rooms
rented. We were able to largely offset the occupancy declines with
rate actions.
Sales of
self-moving and self-storage products and services decreased $8.4 million in
fiscal 2009, compared with fiscal 2008 with the decrease primarily related to
reduced sales of hitches, towing accessories and rental support
items.
Net
investment and interest income decreased $5.0 million in fiscal 2009, compared
with fiscal 2008 due to lower investment yields on the Company’s invested
short-term cash balances.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the consolidated financial statements for Moving and Storage represent
Company-owned locations only. Self-storage data for our owned storage locations
was as follows:
Year
Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands, except occupancy rate)
|
||||||||
Room
count as of March 31
|
138 | 131 | ||||||
Square
footage as of March 31
|
11,131 | 10,533 | ||||||
Average
number of rooms occupied
|
106 | 109 | ||||||
Average
occupancy rate based on room count
|
78.9 | % | 84.0 | % | ||||
Average
square footage occupied
|
8,745 | 8,767 |
Total
costs and expenses increased $42.2 million in fiscal 2009, compared with fiscal
2008. The largest contributing factors to the increase were equipment related
costs including $18.2 million of additional equipment depreciation, $17.8 of
additional equipment lease costs, and $12.1 million of additional losses from
the disposal of equipment. Gains related to the disposal of real
estate decreased $10.3 million in fiscal 2009, compared with fiscal 2008.
Commission and cost of sales expenses decreased in relation to their associated
revenues. In fiscal 2009 the Moving and Storage segment recognized
approximately $12.0 million of positive prior year experience on its portion of
the self-insured liability risk related to the rental fleet.
27
Equity in
the earnings of AMERCO’s insurance subsidiaries decreased $3.3 million in fiscal
2009, compared with fiscal 2008.
As a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $112.1 million in fiscal 2009, compared with $193.0
million for fiscal 2008.
Fiscal
2008 Compared with Fiscal 2007
Listed
below are revenues for the major product lines at our Moving and Storage
Operating Segment for fiscal 2008 and fiscal 2007:
Year
Ended March 31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 1,451,292 | $ | 1,462,470 | ||||
Self-storage
revenues
|
110,779 | 106,498 | ||||||
Self-moving
and self-storage product and service sales
|
207,759 | 208,677 | ||||||
Property
management fees
|
24,520 | 23,951 | ||||||
Net
investment and interest income
|
34,906 | 34,161 | ||||||
Other
revenue
|
28,974 | 25,994 | ||||||
Moving
and Storage revenue
|
$ | 1,858,230 | $ | 1,861,751 |
Self-moving
equipment rental revenues decreased $11.2 million in fiscal 2008 compared with
fiscal 2007. The majority of the year over year decline occurred during the
first half of fiscal 2008 driven primarily by negative trends in average one-way
revenue per transaction. During the second half of fiscal 2008 we experienced
incremental improvements in pricing; however, we still finished the full year
behind fiscal 2007 as it relates to revenue per transaction. Partially
offsetting the negative pricing environment was the extra business day in
February 2008 and a marginal increase in total moving transactions compared to
fiscal 2007.
Self-storage
revenues increased $4.3 million in fiscal 2008 compared with fiscal 2007
primarily due to favorable pricing. While average room occupancy rates for
fiscal 2008 declined 2.6% from fiscal 2007 to 84.0%, the Company increased the
total number of rooms rented, rooms available and square footage available in
the same time period.
Sales of
self-moving and self-storage products and services decreased $0.9 million in
fiscal 2008 as compared with fiscal 2007 primarily due to lower sales of hitch
and towing accessories during the second half of fiscal 2008.
Other
revenue increased $3.0 million for fiscal 2008, compared with fiscal 2007. Other
revenue includes new programs that have not yet achieved a significant volume of
reportable revenues and other revenues not directly related to any other
reported line item.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the consolidated financial statements for Moving and Storage represent
Company-owned locations only. Self-storage data for our owned storage locations
was as follows:
Year
Ended March 31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands, except occupancy rate)
|
||||||||
Room
count as of March 31
|
131 | 127 | ||||||
Square
footage as of March 31
|
10,533 | 10,062 | ||||||
Average
number of rooms occupied
|
109 | 108 | ||||||
Average
occupancy rate based on room count
|
84.0 | % | 86.6 | % | ||||
Average
square footage occupied
|
8,767 | 8,653 |
28
Total
costs and expenses increased $31.2 million in fiscal 2008 as compared with
fiscal 2007. The largest increase was in depreciation expense associated with
the rotation of our fleet. Conversely, with the shift in focus from operating
leases to purchases of new rental trucks lease expense decreased in fiscal 2008
as compared with fiscal 2007. The Company netted gains and losses from the
disposal of property and equipment against depreciation. Included in
depreciation are gains on the sale of real estate of $12.7 million and $4.4
million in fiscal 2008 and fiscal 2007, respectively. Repair and maintenance
costs included in operating expenses declined for the year due to the rotation
of older trucks out of the active rental fleet. These declines were offset by
other operating costs including personnel, property tax and certain
legal-related expenses.
Equity in
the earnings of AMERCO’s insurance subsidiaries increased $10.0 million in
fiscal 2008 as compared with fiscal 2007 primarily due to reduced operating
expenses and benefits and losses.
As a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $193.0 million in fiscal 2008, compared with $217.9
million for fiscal 2007.
Property
and Casualty Insurance
2008
Compared with 2007
Net
premiums were $28.3 million and $28.4 million for the years ended December 31,
2008 and 2007, respectively.
Net
investment income was $9.1 million and $12.1 million for the years ended
December 31, 2008 and 2007, respectively. The decrease was a result of lower
returns on bonds and short-term investments and a decrease in the overall size
of the investment portfolio.
Net
operating expenses were $12.0 million for both of the years ended December 31,
2008 and 2007, respectively.
Benefits
and losses incurred were $17.9 million and $19.0 million for the years ended
December 31, 2008 and 2007, respectively.
As a
result of the above mentioned changes in revenues and expenses, pretax earnings
from operations were $7.5 million and $9.2 million for the years ended December
31, 2008 and 2007, respectively.
2007
Compared with 2006
Net
premiums were $28.4 million and $24.3 million for the years ended December 31,
2007 and 2006, respectively. The increased premiums were the result of U-Haul
customer related programs.
Net
investment income was $12.1 million and $14.2 million for the years ended
December 31, 2007 and 2006, respectively. The decrease was due to the sale
of real estate in 2006, which resulted in gains before consolidation in
2006.
Net
operating expenses were $12.0 million and $8.8 million for the years ended
December 31, 2007 and 2006, respectively. The increase was due to a $2.7
million increase in commissions on the additional liability
program.
Benefits
and losses incurred were $19.0 million and $21.9 million for the years ended
December 31, 2007 and 2006, respectively.
Amortization
of deferred acquisition costs were $0.2 million and $2.1 million for the years
ended December 31, 2007 and 2006, respectively. The decrease was due to the
termination of credit property business in March of 2006.
As a
result of the above mentioned changes in revenues and expenses, pretax earnings
from operations were $9.2 million and $5.7 million for the years ended December
31, 2007 and 2006, respectively.
29
The
following table illustrates the change in unpaid loss and loss adjustment
expenses on a gross basis. The first line represents gross reserves (reserves
prior to the effects of reinsurance) as originally reported at the end of the
stated year. The second section, reading down, represents cumulative amounts
paid as of the end of successive years with respect to that reserve. The third
section, reading down, represents revised estimates of the original recorded
gross reserve as of the end of successive years. The last section compares the
latest revised estimate of gross reserves to the reserve amount as
originally established for that year-end. The last section is cumulative and
should not be totaled.
December
31,
|
||||||||||||||||||||||||||||||||||||||||||||
1998
|
1999
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
2008
|
||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
Unpaid
Loss and Loss Adjustment Expenses
|
$ | 344,748 | $ | 334,858 | $ | 382,651 | $ | 448,987 | $ | 399,447 | $ | 416,259 | $ | 380,875 | $ | 346,928 | $ | 288,783 | $ | 288,410 | $ | 287,501 | ||||||||||||||||||||||
Paid
(Cumulative) as of:
|
||||||||||||||||||||||||||||||||||||||||||||
One
year later
|
82,936 | 117,025 | 130,471 | 130,070 | 100,851 | 73,384 | 44,677 | 40,116 | 35,297 | 22,701 | - | |||||||||||||||||||||||||||||||||
Two
years later
|
164,318 | 186,193 | 203,605 | 209,525 | 164,255 | 114,246 | 83,230 | 73,235 | 56,566 | - | - | |||||||||||||||||||||||||||||||||
Three
years later
|
218,819 | 232,883 | 255,996 | 266,483 | 201,346 | 151,840 | 115,955 | 94,320 | - | - | - | |||||||||||||||||||||||||||||||||
Four
years later
|
255,134 | 264,517 | 299,681 | 295,268 | 233,898 | 184,219 | 136,940 | - | - | - | - | |||||||||||||||||||||||||||||||||
Five
years later
|
274,819 | 295,997 | 320,629 | 322,191 | 263,654 | 204,752 | - | - | - | - | - | |||||||||||||||||||||||||||||||||
Six
years later
|
297,354 | 314,281 | 341,543 | 346,733 | 282,552 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
Seven
years later
|
311,963 | 331,385 | 358,882 | 364,696 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
Eight
years later
|
327,141 | 346,270 | 371,277 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
Nine
years later
|
340,190 | 357,731 | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
Ten
years later
|
350,202 | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
Reserved
Re-estimated as of:
|
||||||||||||||||||||||||||||||||||||||||||||
One
year later
|
339,602 | 383,264 | 433,222 | 454,510 | 471,029 | 447,524 | 388,859 | 326,386 | 319,951 | 307,200 | ||||||||||||||||||||||||||||||||||
Two
years later
|
371,431 | 432,714 | 454,926 | 523,624 | 480,713 | 456,171 | 368,756 | 357,135 | 339,113 | - | ||||||||||||||||||||||||||||||||||
Three
years later
|
429,160 | 437,712 | 517,361 | 500,566 | 521,319 | 435,549 | 399,693 | 376,357 | - | - | ||||||||||||||||||||||||||||||||||
Four
years later
|
413,476 | 480,200 | 543,554 | 571,045 | 502,922 | 466,709 | 418,873 | - | - | - | ||||||||||||||||||||||||||||||||||
Five
years later
|
443,696 | 524,548 | 558,765 | 569,104 | 537,610 | 485,304 | - | - | - | - | ||||||||||||||||||||||||||||||||||
Six
years later
|
477,975 | 520,675 | 559,873 | 608,159 | 560,668 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Seven
years later
|
485,228 | 527,187 | 583,904 | 636,221 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Eight
years later
|
496,484 | 550,333 | 614,171 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Nine
years later
|
521,403 | 567,307 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Ten
years later
|
543,875 | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Cumulative
Redundancy (Deficiency)
|
$ | (199,127 | ) | $ | (232,449 | ) | $ | (231,520 | ) | $ | (187,234 | ) | $ | (161,221 | ) | $ | (69,045 | ) | $ | (37,998 | ) | $ | (29,429 | ) | $ | (50,330 | ) | $ | (18,790 | ) | ||||||||||||||
Retro
Premium Recoverable
|
(1,879 | ) | 6,797 | 5,613 | 21,756 | 7,036 | 374 | 2,233 | - | - | - | |||||||||||||||||||||||||||||||||
Re-estimated
Reserve: Amount (Cumulative)
|
$ | (201,006 | ) | $ | (225,652 | ) | $ | (225,907 | ) | $ | (165,478 | ) | $ | (154,185 | ) | $ | (68,671 | ) | $ | (35,765 | ) | $ | (29,429 | ) | (50,330 | ) | $ | (18,790 | ) |
30
Life
Insurance
2008
Compared with 2007
Net
premiums were $109.6 million and $112.0 million for the years ended December 31,
2008 and 2007, respectively. Medicare supplement premiums decreased by $6.0
million due to policy lapses and lower first year sales offset by an increase in
life insurance premiums of $6.8 million due to increased sales. Oxford stopped
writing new credit insurance business in 2006 and as a result, credit insurance
premiums decreased by $2.0 million. Other premiums decreased $1.2
million.
Net
investment income was $20.4 million and $20.9 million for the years ended
December 31, 2008 and 2007, respectively. The decrease was due to a net
reduction in invested assets and lower investment yields.
Net
operating expenses were $21.3 million and $23.8 million for the years ended
December 31, 2008 and 2007, respectively. The decrease was primarily
attributable to the reduction of expenses on credit insurance due to business
discontinuance and capitalization of life insurance acquisition
expenses.
Benefits
incurred were $83.6 million and $83.4 million, for the years ended December 31,
2008 and 2007, respectively. This increase was the result of a $3.2 million
decrease in Medicare supplement due to policy decrements, offset by life
insurance benefits of $6.0 million due to increased sales. Other benefits
decreased $2.6 million.
Amortization
of deferred acquisition costs (“DAC”) and the value of business acquired
(“VOBA”) was $12.4 million and $13.0 million for the years ended December 31,
2008 and 2007, respectively. Amortization of DAC for the credit business
decreased $1.4 million as a result of the runoff status of this program.
Amortization of DAC for the life business increased $1.9 million due to
increased sales. Medicare supplement decreased by $1.3 million due to the full
amortization of VOBA associated with the CFLIC acquisition.
As a
result of the above mentioned changes in revenues and expenses, pretax earnings
from operations were $17.7 million and $17.2 million for the years ended
December 31, 2008 and 2007, respectively.
2007
Compared with 2006
Net
premiums were $112.0 million and $121.6 million for the years ended December 31,
2007 and 2006, respectively. Medicare supplement premiums decreased by $4.1
million due to policy lapses and lower first year sales offset by an increase in
life insurance premiums of $2.9 million due to increased sales. Oxford stopped
writing new credit insurance business in 2006 and as a result, credit insurance
premiums decreased by $5.9 million.
Net
investment income was $20.9 million and $22.5 million for the years ended
December 31, 2007 and 2006, respectively. The decrease was due to a net
reduction in invested assets and lower investment yields.
Net
operating expenses were $23.8 million and $30.9 million for the years ended
December 31, 2007 and 2006, respectively. The decrease was primarily
attributable to the reduction of expenses on credit insurance due to business
discontinuance and additional costs in 2006 related to the acquisition of
DGLIC.
Benefits
incurred were $83.4 million and $88.3 million, for the years ended December 31,
2007 and 2006, respectively. This decrease was the result of a $2.0 million
decrease in Medicare supplement due to policy decrements and a decrease of $1.7
million in credit insurance due to decreased exposure, offset by life insurance
benefits of $1.5 million due to increased sales.
DAC and
VOBA was $13.0 million and $15.1 million for the years ended December 31, 2007
and 2006, respectively. The credit business had a decrease of amortization of
$3.9 million due to decreased business, offset by an increase of $2.3 million in
annuities due to an update of DAC assumptions.
As a
result of the above mentioned changes in revenues and expenses, pretax earnings
from operations were $17.2 million and $14.5 million for the years ended
December 31, 2007 and 2006, respectively.
31
SAC
Holding II
Fiscal
2008 Compared with Fiscal 2007
Listed
below are revenues for the major product lines at SAC Holding II for fiscal 2008
and fiscal 2007:
Year
Ended March 31,
|
||||||||
2008
(a)
|
2007
|
|||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 5,846 | $ | 9,225 | ||||
Self-storage
revenues
|
11,469 | 19,926 | ||||||
Self-moving
and self-storage product and service sales
|
10,039 | 16,045 | ||||||
Other
revenue
|
748 | 1,407 | ||||||
Segment
revenue
|
$ | 28,102 | $ | 46,603 | ||||
(a)
Activity for the seven months ended October 2007, prior to
deconsolidation.
|
Revenues
in fiscal 2008 decreased $18.5 million, compared with fiscal 2007. Total costs
and expenses were $20.2 million in fiscal 2008, compared with $32.7 million in
fiscal 2007. Earnings from operations were $7.9 million in fiscal 2008, compared
with $13.9 million in fiscal 2007. Each of these decreases was due to the
deconsolidation of SAC Holding II effective October 31, 2007.
Liquidity
and Capital Resources
We
believe our current capital structure is 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 our 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 other future capital
needs.
At March
31, 2009, cash and cash equivalents totaled $240.6 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 March 31, 2009 (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
|
Property
and Casualty Insurance (a)
|
Life
Insurance (a)
|
||||||||||
(In
thousands)
|
||||||||||||
Cash
and cash equivalents
|
$ | 213,078 | $ | 19,197 | $ | 8,312 | ||||||
Other
financial assets
|
341,427 | 391,706 | 539,112 | |||||||||
Debt
obligations
|
1,546,490 | - | - | |||||||||
(a)
As of December 31, 2008
|
At March
31, 2009, our Moving and Storage operations (AMERCO, U-Haul and Real Estate) had
cash available under existing credit facilities of $42.7 million and were
comprised of:
March
31, 2009
|
||||
(In
millions)
|
||||
Real
estate loan (revolving credit)
|
$ | 30.0 | ||
Construction
loan (revolving credit)
|
2.7 | |||
Working
capital loan (revolving credit)
|
10.0 | |||
$ | 42.7 |
32
A summary
of our consolidated cash flows for fiscal 2009, 2008 and 2007 is shown in the
table below:
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands)
|
||||||||||||
Net
cash provided by operating activities
|
$ | 274,960 | $ | 329,287 | $ | 350,721 | ||||||
Net
cash used by investing activities
|
(221,726 | ) | (357,962 | ) | (517,619 | ) | ||||||
Net
cash provided (used) by financing activities
|
(17,832 | ) | 159,929 | 87,685 | ||||||||
Effects
of exchange rate on cash
|
(1,437 | ) | 96 | (974 | ) | |||||||
Net
cash flow
|
33,965 | 131,350 | (80,187 | ) | ||||||||
Cash
at the beginning of the period
|
206,622 | 75,272 | 155,459 | |||||||||
Cash
at the end of the period
|
$ | 240,587 | $ | 206,622 | $ | 75,272 |
Net cash
provided by operating activities decreased $54.3 million in fiscal 2009,
compared with fiscal 2008 primarily due to the decrease from the Moving and
Storage segment. Fiscal 2008 included a $20.0 million payment from SAC Holdings
reducing their outstanding note payable with AMERCO. The decrease in self-moving
equipment rental revenues and product and service sales is a principal
contributor to the decline in operating cash flows.
Net cash
used in investing activities decreased $136.2 million in 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. Additionally, cash
flows from investing activities for Property and Casualty Insurance increased
$9.0 million due to investment maturities of which the proceeds have not yet
been reinvested. Life Insurance’s cash flows from investing
activities decreased $10.2 million largely in tandem with its reduced contract
deposit withdrawals.
Net cash
used by financing activities increased $177.8 million in fiscal 2009, as
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. Net investment contract withdrawals from annuity holders at
Life Insurance decreased $11.6 million.
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 2010 the Company will reinvest in its truck and trailer rental fleet
approximately $125 million, net of equipment sales and excluding any lease
buyouts. For fiscal 2009, the Company invested, net of sales, approximately $400
million before any lease-buyouts. Fleet investments in fiscal 2010 and beyond
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 2010 investment will be funded largely through external lease financing,
debt financing and cash from operations. Management considers several factors
including cost and tax consequences when selecting a method to fund capital
expenditures. Our allocation between debt and lease financing can change from
year to year based upon financial market conditions which may alter the cost or
availability of financing options.
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 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. For fiscal 2009, the Company invested nearly $82 million in
real estate acquisitions, new construction and renovation and repair. For fiscal
2010, the timing of new projects will be dependent upon several factors
including the entitlement process, availability of capital, weather, and the
identification and successful acquisition of target properties. U-Haul's growth
plan in self-storage also includes eMove, which does not require significant
capital.
33
Net
capital expenditures (purchases of property, plant and equipment less proceeds
from the sale of property, plant and equipment) were $268.5 million, $402.8
million and $557.5 million for fiscal 2009, 2008 and 2007, respectively. During
fiscal 2009, 2008 and 2007, the Company entered into $285.5 million, $129.1
million and $120.6 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, Property and Casualty
Insurance’s assets are generally not available to satisfy the claims of AMERCO
or its legal subsidiaries.
Stockholder’s
equity was $147.9 million, $148.6 million, and $142.4 million at December 31,
2008, 2007, and 2006, respectively. The decrease resulted from earnings of $5.0
million offset by a dividend paid to AMERCO of $5.5 million and a decrease in
other comprehensive income of $3.7 million. Property and Casualty Insurance 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. During fiscal 2009, ARCOA was capitalized by AMERCO in the amount of
$3.5 million.
Life
Insurance
Life
Insurance manages its financial assets to meet policyholder and other
obligations including investment contract withdrawals. Life Insurance’s net
withdrawals for the year ending December 31, 2008 were $35.9 million. State
insurance regulations restrict the amount of dividends that can be paid to
stockholders of insurance companies. As a result, Life Insurance’s funds are
generally not available to satisfy the claims of AMERCO or its legal
subsidiaries.
Life
Insurance’s stockholder’s equity was $156.7 million, $150.7 million, and $136.4
million at December 31, 2008, 2007 and 2006, respectively. The increase resulted
from earnings of $11.2 million and a $5.2 million decrease in other
comprehensive income. Life Insurance 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 Self-Storage
Cash
provided by operating activities was $272.5 million, $324.4 million and $331.7
million in fiscal 2009, 2008 and 2007, respectively. Fiscal 2008 included a
$20.0 million payment from SAC Holdings reducing their outstanding note payable
with AMERCO. The decrease in self-moving equipment rental revenues
and product and service sales is a principal contributor to the decline in
operating cash flows.
Property
and Casualty Insurance
Cash
provided (used) by operating activities was ($1.3) million, ($4.0) million, and
$5.4 million for the years ending December 31, 2008, 2007, and 2006,
respectively.
Property
and Casualty Insurance’s cash and cash equivalents and short-term investment
portfolios amounted to $112.0 million, $79.3 million, and $71.9 million at
December 31, 2008, 2007, and 2006, respectively. This balance reflects funds in
transition from maturity proceeds to long term investments. Management believes
this level of liquid assets, combined with budgeted cash flow, is adequate to
meet periodic needs. Capital and operating budgets allow Property and Casualty
Insurance to schedule cash needs in accordance with investment and underwriting
proceeds.
Life
Insurance
Cash
provided by operating activities from Life Insurance were $3.7 million, $7.1
million and $11.4 million for the years ending December 31, 2008, 2007 and 2006,
respectively. The decrease from 2008 compared with 2007 was the result of a cash
payment to a third party insurer for the cession of a portion of Oxford’s
disability business.
In
addition to cash flows from operating activities and financing activities, a
substantial amount of liquid funds are available through Life Insurance’s
short-term portfolio. At December 31, 2008, 2007 and 2006, cash and cash
equivalents and short-term investments amounted to $39.3 million, $37.7 million
and $41.4 million, respectively. Management believes that the overall sources of
liquidity will continue to meet foreseeable cash needs.
34
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 our rental fleet, rental equipment and storage space, working
capital requirements, 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 March 31, 2009, we had cash availability
under existing credit facilities of $42.7 million. It is possible that
circumstances beyond our control could alter the ability of the financial
institutions to lend us the unused lines of credit. Despite the current
financial market conditions, 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 refer to Note 10 Borrowings
of the Notes to Consolidated Financial Statements.
Fair
Value of Financial Instruments
On April
1, 2008 we adopted SFAS 157. Effective on this date, 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 requires that financial assets and liabilities recorded at fair value be
classified and disclosed in a Level 1, Level 2 or Level 3 category. For more
information, see Note 16 Fair Value Measurements of the Notes to Consolidated
Financial Statements.
The
available-for-sale securities held by the Company are recorded at fair value.
These values are determined primarily from actively traded markets where prices
are based either on direct market quotes or observed transactions. Liquidity is
a factor considered during the determination of the fair value of these
securities. Market price quotes may not be readily available for certain
securities or the market for them has slowed or ceased. In situations where the
market is determined to be illiquid, fair value is determined based upon limited
available information and other factors including expected cash flows. At March
31, 2009, we had $2.4 million of available-for-sale assets classified in Level
3.
The
interest rate swaps held by the Company as hedges against interest rate risk for
our variable rate debt are recorded at fair value. These values are determined
using pricing valuation models which include broker quotes for which significant
inputs are observable. They include adjustments for counterparty credit quality
and other deal-specific factors, where appropriate.
35
Disclosures
about Contractual Obligations and Commercial Commitments
The
following table provides contractual commitments and contingencies as of March
31, 2009:
Payment
due by Period (as of March 31, 2009)
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Prior
to
03/31/10
|
04/01/10
03/31/12
|
04/01/12
03/31/14
|
April
1, 2014
and
Thereafter
|
|||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Notes,
loans and leases payable - Principal
|
$ | 1,339,210 | $ | 95,985 | $ | 267,642 | $ | 286,135 | $ | 689,448 | ||||||||||
Notes,
loans and leases payable - Interest
|
261,888 | 53,354 | 88,847 | 73,799 | 45,888 | |||||||||||||||
Revolving
credit agreements - Principal
|
207,280 | 37,280 | - | - | 170,000 | |||||||||||||||
Revolving
credit agreements - Interest
|
37,593 | 4,190 | 7,990 | 7,990 | 17,423 | |||||||||||||||
AMERCO's
operating leases
|
625,206 | 147,258 | 236,762 | 174,209 | 66,977 | |||||||||||||||
Property
and casualty obligations (a)
|
114,403 | 17,634 | 20,872 | 14,020 | 61,877 | |||||||||||||||
Life,
health and annuity obligations (b)
|
1,747,006 | 139,581 | 246,372 | 216,908 | 1,144,145 | |||||||||||||||
Self
insurance accruals (c )
|
358,280 | 115,080 | 146,687 | 67,567 | 28,946 | |||||||||||||||
Post
retirement benefit liability
|
9,749 | 595 | 1,494 | 1,898 | 5,762 | |||||||||||||||
Total
contractual obligations
|
$ | 4,700,615 | $ | 610,957 | $ | 1,016,666 | $ | 842,526 | $ | 2,230,466 |
(a) these estimated obligations for unpaid losses and
loss adjustment expenses include case reserves for reported claims and incurred
but not reported (“IBNR”) and are net of expected reinsurance recoveries. The
ultimate amount to settle both the case reserves and IBNR is an estimate based
upon historical experience and current trends and could materially differ from
actual results. The assumptions do not include future premiums. Due to the
significant assumption employed in this model, the amounts shown could
materially differ from actual results.
(b) these
estimated obligations are based on mortality, morbidity, withdrawal and lapse
assumptions drawn from our historical experience and adjusted for any known
trends. These obligations are derived from the current balance sheet amount and
include expected interest crediting but no amounts for future annuity deposits
or premiums for life and Medicare supplement policies. The cash flows
shown are undiscounted for interest and as a result total outflows for all years
shown significantly exceed the corresponding liabilities of $435.9 million
included in our consolidated balance sheet as of March 31, 2009. Oxford expects
to fully fund these obligations from their invested asset portfolio. Due to the
significant assumptions employed in this model, the amounts shown could
materially differ from actual results.
(c) these
estimated obligation are primarily the Company’s self insurance accruals for
portions of the liability coverage for our rental equipment. The
estimates for future settlement are based upon historical experience and current
trends. Due to the significant assumption employed in this model, the amounts
shown could materially differ from actual results.
As
presented above, contractual obligations on debt and guarantees represent
principal payments while contractual obligations for operating leases represent
the notional payments under the lease arrangements. Interest on variable rate
debt is based on the applicable rate at March 31, 2009 without regard to
associated interest rate swaps.
FASB
Interpretation No. 48, Accounting for Uncertainties in
Income Taxes - an interpretation of FASB statement No. 109 (“FIN 48”)
liabilities and interest of $10.9 million is not included above due to
uncertainty surrounding ultimate settlements, if any.
Off
Balance Sheet Arrangements
The
Company uses off-balance sheet arrangements in situations where management
believes that the economics and sound business principles warrant their
use.
AMERCO
utilizes operating leases for certain rental equipment and facilities with terms
expiring substantially through 2016, 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
$183.4 million of residual values at March 31, 2009 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 was $679.7 million at March 31, 2009.
36
Historically,
AMERCO has used off-balance sheet arrangements in connection with the expansion
of our self-storage business. Refer to Note 21 Related Party Transactions of the
Notes to 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 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 Storage Realty L.P. (“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 $24.3 million, $23.7 million and $23.5 million from the
above mentioned entities during fiscal 2009, 2008 and 2007, respectively. This
management fee is consistent with the fee received for other properties the
Company previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy
and Private Mini are substantially controlled by Blackwater. Mercury is
substantially controlled by Mark V. Shoen. James P. Shoen, a significant
shareholder and director of AMERCO, has an interest in Mercury.
The
Company leases space for marketing company offices, vehicle repair shops and
hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy.
Total lease payments pursuant to such leases were $2.4 million, $2.1 million and
$2.7 million in fiscal 2009, 2008 and 2007, respectively. The terms of the
leases are similar to the terms of leases for other properties owned by
unrelated parties that are leased to the Company.
At March
31, 2009, 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. The Company paid the above mentioned entities $34.7
million, $36.0 million and $36.6 million, respectively in commissions pursuant
to such dealership contracts during fiscal 2009, 2008 and 2007,
respectively.
These
agreements along with notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC,
Galaxy and Private Mini, excluding Dealer Agreements, provided revenues of $43.2
million, expenses of $2.4 million and cash flows of $38.1 million during fiscal
2009. Revenues and commission expenses related to the Dealer Agreements were
$164.0 million and $34.7 million, respectively.
During
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 $18.4 million, $18.6 million
and $19.2 million and received cash interest payments of $14.1 million, $19.2
million and $44.5 million from SAC Holdings during fiscal 2009, 2008 and 2007,
respectively. The cash interest payments for fiscal 2007 included a payment to
significantly reduce the outstanding interest receivable from SAC Holdings. The
largest aggregate amount of notes receivable outstanding during fiscal 2009 was
$198.1 million and the aggregate notes receivable balance at March 31, 2009 was
$197.6 million. In accordance with the terms of these notes, SAC Holdings may
repay the notes without penalty or premium at any time.
Fiscal
2010 Outlook
We will
continue to focus our attention on increasing transaction volume and improving
pricing, product and utilization for self-moving equipment
rentals. Maintaining an adequate level of new investment in our truck
fleet is an important component of our plan to meet these goals. Over
the last four years we have rotated over 55,000 new box trucks into the rental
fleet while at the same time removing over 51,000 older box trucks from the
active fleet. This aggressive rotation of the fleet provides us the
opportunity in fiscal 2010 to reduce our new equipment capital expenditures
relative to the last several years. Revenue in the U-Move program could continue
to be adversely impacted should we fail to execute in any of these
areas. Even if we execute our plans we could see declines in revenues
primarily due to the adverse economic conditions that are beyond our
control.
We have
added new storage locations and expanded at existing locations. In
fiscal 2010 we are looking to complete current projects and increase occupancy
in our existing portfolio of locations. New projects and acquisitions
will be considered and pursued if they fit our long-term plans and meet our
financial objectives. While the Company was able to maintain storage
revenue in fiscal 2009 due to pricing, this trend may not
continue. The Company will continue to invest capital and resources
in the “U-Box”TM
storage container program throughout fiscal 2010.
37
Property
and Casualty Insurance 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.
Life
Insurance is pursuing its goal of expanding its presence in the senior market
through the sales of its Medicare supplement, life and annuity policies. This
strategy includes growing its agency force, expanding its new product offerings,
and pursuing business acquisition opportunities.
Quarterly
Results (unaudited)
The
quarterly results shown below are derived from unaudited financial statements
for the eight quarters beginning April 1, 2007 and ending March 31, 2009. The
Company believes that all necessary adjustments have been included in the
amounts stated below to present fairly, and in accordance with GAAP, such
results. Moving and Storage operations are seasonal and proportionally more of
the Company’s revenues and net earnings from its Moving and Storage operations
are generated in the first and second quarters of each fiscal year (April
through September). The operating results for the periods presented are not
necessarily indicative of results for any future period.
Quarter
Ended
|
||||||||||||||||
March
31,
2009
|
December
31,
2008
|
September
30,
2008
|
June
30,
2008
|
|||||||||||||
(In
thousands, except for share and per share data)
|
||||||||||||||||
Total
revenues
|
$ | 415,393 | $ | 442,584 | $ | 591,495 | $ | 542,794 | ||||||||
Earnings
(loss) from operations
|
(32,135 | ) | (14,001 | ) | 95,522 | 71,662 | ||||||||||
Net
earnings (loss)
|
(35,288 | ) | (24,952 | ) | 43,824 | 29,826 | ||||||||||
Earnings
(loss) available to common shareholders
|
(38,528 | ) | (28,193 | ) | 40,583 | 26,585 | ||||||||||
Weighted
average common shares outstanding:
basic and diluted
|
19,357,185 | 19,347,660 | 19,351,322 | 19,343,184 | ||||||||||||
Earnings
(loss) per common share: Basic
and diluted
|
$ | (1.99 | ) | $ | (1.46 | ) | $ | 2.10 | $ | 1.37 |
Quarter
Ended
|
||||||||||||||||
March
31,
2008
|
December
31,
2007
|
September
30,
2007
|
June
30,
2007
|
|||||||||||||
(In
thousands, except for share and per share data)
|
||||||||||||||||
Total
revenues
|
$ | 433,097 | $ | 465,460 | $ | 596,342 | $ | 554,275 | ||||||||
Earnings
(loss) from operations
|
(5,685 | ) | 8,323 | 109,080 | 92,004 | |||||||||||
Net
earnings (loss)
|
(14,048 | ) | (10,394 | ) | 50,474 | 41,752 | ||||||||||
Earnings
(loss) available to common shareholders
|
(17,288 | ) | (13,635 | ) | 47,233 | 38,511 | ||||||||||
Weighted
average common shares outstanding:
basic and diluted
|
19,544,707 | 19,746,237 | 19,733,755 | 19,937,152 | ||||||||||||
Earnings
(loss) per common share: Basic
and diluted
|
$ | (0.85 | ) | $ | (0.69 | ) | $ | 2.39 | $ | 1.93 |
38
Item
7A. Quantitative and Qualitative
Disclosures about Market Risk
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 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
|
|||||||||
(In
thousands)
|
||||||||||||||
$ | 74,662 |
(a),
(b)
|
(6,460 | ) |
5/10/2006
|
4/10/2012
|
5.06 | % |
1
Month LIBOR
|
|||||
82,818 |
(a),
(b)
|
(7,946 | ) |
10/10/2006
|
10/10/2012
|
5.57 | % |
1
Month LIBOR
|
||||||
27,486 |
(a)
|
(3,153 | ) |
7/10/2006
|
7/10/2013
|
5.67 | % |
1
Month LIBOR
|
||||||
274,167 |
(a)
|
(52,712 | ) |
8/18/2006
|
8/10/2018
|
5.43 | % |
1
Month LIBOR
|
||||||
19,125 |
(a)
|
(1,978 | ) |
2/12/2007
|
2/10/2014
|
5.24 | % |
1
Month LIBOR
|
||||||
12,991 |
(a)
|
(1,348 | ) |
3/10/2007
|
3/10/2014
|
4.99 | % |
1
Month LIBOR
|
||||||
13,000 |
(a)
|
(1,237 | ) |
3/10/2007
|
3/10/2014
|
4.99 | % |
1
Month LIBOR
|
||||||
17,000 |
(a),
(b)
|
(965 | ) |
8/15/2008
|
6/15/2015
|
3.62 | % |
1
Month LIBOR
|
||||||
17,338 |
(a)
|
(1,157 | ) |
8/29/2008
|
7/10/2015
|
4.04 | % |
1
Month LIBOR
|
||||||
26,982 |
(a)
|
(2,105 | ) |
9/30/2008
|
9/10/2015
|
4.16 | % |
1
Month LIBOR
|
||||||
15,000 |
(a),
(b)
|
(58 | ) |
3/30/2009
|
4/15/2016
|
2.63 | % |
1
Month LIBOR
|
||||||
(a)
interest rate swap agreement
|
||||||||||||||
(b)
forward swap
|
As of
March 31, 2009, the Company had approximately $781.8 million of variable rate
debt obligations. If London Inter-Bank Offer Rate (“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 $2.0 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 changes in interest rates. As part of our
insurance companies’ asset and liability management, actuaries estimate the cash
flow patterns of our existing liabilities to determine their duration. These
outcomes are compared to the characteristics of the assets that are currently
supporting these liabilities assisting management in determining an asset
allocation strategy for future investments that management believes will
mitigate the overall effect of interest rates.
Foreign
Currency Exchange Rate Risk
The
exposure to market risk for changes in foreign currency exchange rates relates
primarily to our Canadian business. Approximately 5.6%, 5.4% and 4.4% of our
revenue in fiscal 2009, 2008 and 2007, respectively were generated in Canada.
The result of a 10.0% change in the value of the U.S. dollar relative to the
Canadian dollar would not be material to net income. We typically do not hedge
any foreign currency risk since the exposure is not considered
material.
39
Item 8. Financial Statements and
Supplementary Data
The
Report of Independent Registered Public Accounting Firm and Consolidated
Financial Statements of AMERCO and its consolidated subsidiaries including the
notes to such statements and the related schedules are set forth on the “F”
pages here to and are incorporated herein.
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
Not
applicable.
Item 9A. Controls and
Procedures
Attached
as exhibits to this Form 10-K 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 Exchange Act. This "Controls and
Procedures" section includes information concerning the controls and procedures
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.
Following
this discussion is the report of BDO Seidman, LLP, our independent registered
public accounting firm, regarding its audit of AMERCO’s internal control over
financial reporting as set forth below in this section. This section should be
read in conjunction with the certifications and the BDO Seidman, LLP report for
a more complete understanding of the topics presented.
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-K. 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-K, 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-K, our Disclosure
Controls were effective related to the above stated design
purposes.
Inherent
Limitations on 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.
40
Management
Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for
external purposes in accordance with GAAP. Internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
GAAP, and that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of the
Company; and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on the financial
statements.
Management
assessed our internal control over financial reporting as of March 31,
2009, the end of our fiscal year. Management based its assessment on
criteria established in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission.
Management's assessment included evaluation of such elements as the design and
operating effectiveness of key financial reporting controls, process
documentation, accounting policies, and our overall control environment. This
assessment is supported by testing and monitoring performed both by our Internal
Audit organization and our Finance organization.
Based on
our assessment, management has concluded that our internal control over
financial reporting was effective as of the end of the fiscal year 2009. We
reviewed the results of management's assessment with the Audit Committee of
our Board.
Our
independent registered public accounting firm, BDO Seidman, LLP, has
audited the Company's internal control over financial reporting and has
issued their report, which is included below.
Item 9B. Other
Information
Not
applicable.
41
Report
of Independent Registered Public Accounting Firm
Board of
Directors and Stockholders
AMERCO
Reno,
Nevada
We have
audited AMERCO and consolidated subsidiaries’ (the “Company”) internal control
over financial reporting as of March 31, 2009, based on criteria established in
Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). The Company’s management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Item 9A, Management’s Report on Internal
Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audit also included performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of March 31, 2009, based on the COSO
criteria.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of the Company
as of March 31, 2009 and 2008, and the related consolidated statements of
operations, changes in stockholders’ equity, other comprehensive income (loss),
and cash flows for each of the three years in the period ended March 31, 2009
and our report dated June 2, 2009 expressed an unqualified opinion
thereon.
/s/ BDO
Seidman, LLP
Phoenix,
Arizona
June 2,
2009
42
PART
III
Item 10. Directors, Executive Officers and
Corporate Governance
The
information required to be disclosed under this Item 10 is incorporated herein
by reference to AMERCO’s definitive proxy statement, which will be filed with
the SEC within 120 days after the close of the 2009 fiscal year.
The
Company has adopted a code of ethics that applies to all directors, officers and
employees of the Company, including the Company’s principal executive officer
and principal accounting officer. A copy of our Code of Ethics is posted on
AMERCO’s web site at amerco.com/governance.aspx. We intend to satisfy
the disclosure requirements of Form 8-K regarding any amendment to, or waiver
from, a provision of this code of ethics by posting such information on the
Company’s website, at the web address and location specified above, unless
otherwise required to file a Form 8-K by Nasdaq rules and
regulations.
Item 11. Executive Compensation
The
information required to be disclosed under this Item 11 is incorporated herein
by reference to AMERCO’s definitive proxy statement, which will be filed with
the SEC within 120 days after the close of the 2009 fiscal year.
Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters
The
information required to be disclosed under this Item 12 is incorporated herein
by reference to AMERCO’s definitive proxy statement, which will be filed with
the SEC within 120 days after the close of the 2009 fiscal year.
Item 13. Certain Relationships and Related
Transactions, and Director Independence
The
information required to be disclosed under this Item 13 is incorporated herein
by reference to AMERCO’s definitive proxy statement, which will be filed with
the SEC within 120 days after the close of the 2009 fiscal year.
Item 14. Principal Accounting Fees and
Services
The
information required to be disclosed under this Item 14 is incorporated
herein by reference to AMERCO’s definitive proxy statement, which will be filed
with the SEC within 120 days after the close of the 2009 fiscal
year.
43
PART
IV
Item 15. Exhibits, Financial Statement
Schedules
(a) The
following documents are filed as part of this Report:
Page No.
|
||
1.
|
Financial
Statements:
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Independent
Auditors' Report
|
F-2
|
|
Consolidated
Balance Sheets - March 31, 2009 and 2008
|
F-3
|
|
Consolidated
Statements of Operations - Years Ended March 31, 2009, 2008, and
2007
|
F-4
|
|
Consolidated
Statements of Changes in Stockholders' Equity - Years Ended March 31,
2009, 2008, and 2007
|
F-5
|
|
Consolidated
Statement of Comprehensive Income (Loss) - Years Ended March 31, 2009,
2008 and 2007
|
F-6
|
|
Consolidated
Statement of Cash Flows - Years Ended March 31, 2009, 2008 and
2007
|
F-7
|
|
Notes
to Consolidated Financial Statements
|
F-8
- F-56
|
|
2.
|
Financial
Statement Schedules required to be filed by Item 8 and Paragraph (d) of
this Item 15:
|
|
Condensed
Financial Information of AMERCO - Schedule I
|
F-57
- F-60
|
|
Valuation
and Qualifying Accounts - Schedule II
|
F-61
|
|
Supplemental
Information (For Property-Casualty Insurance Underwriters) - Schedule
V
|
F-62
|
All other
schedules are omitted as the required information is not applicable or the
information is presented in the financial statements or related notes
thereto.
(b)
Exhibits:
Exhibit Number
|
Description
|
Page or Method of Filing
|
2.1
|
Joint
Plan of Reorganization of AMERCO and AMERCO Real Estate
Company
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed October 20,
2003, file no. 1-11255
|
2.2
|
Disclosure
Statement Concerning the Debtors’ Joint Plan of
Reorganization
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed October 20,
2003, file no. 1-11255
|
2.3
|
Amended
Joint Plan of Reorganization of AMERCO and AMERCO Real Estate
Company
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2003, file no. 1-11255
|
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
|
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
|
4.1
|
Indenture
dated as of March 15, 2004, among SAC Holding Corporation and SAC Holding
II Corporation and Law Debenture Trust Company of New York
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed on March 26,
2004, file no. 1-11255
|
4.2
|
Termination
of Rights Agreement, dated as of March 5, 2008
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on March 11,
2008, file no. 1-11255
|
10.1*
|
AMERCO
Employee Savings, Profit Sharing and Employee Stock Ownership
Plan
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1993, file no. 1-11255
|
10.1A*
|
First
Amendment to the AMERCO Employee Savings, Profit Sharing and Employee
Stock Ownership Plan
|
Filed
herewith
|
44
Exhibit Number | Description | Page or Method of Filing |
10.2
|
SAC
Participation and Subordination Agreement, dated as of March 15, 2004
among SAC Holding Corporation, SAC Holding II Corporation, AMERCO, U-Haul
International, Inc., and Law Debenture Trust Company of New
York
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed on March 26,
2004, file no. 1-11255
|
10.3
|
U-Haul
Dealership Contract
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year end March
31, 1993, file no. 1-11255
|
10.4
|
Share
Repurchase and Registration Rights Agreement with Paul F.
Shoen
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1993, file no. 1-11255
|
10.5
|
ESOP
Loan Credit Agreement
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1990, file no. 1-11255
|
10.6
|
ESOP
Loan Agreement
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1990, file no. 1-11255
|
10.7
|
Trust
Agreement for the AMERCO Employee Savings, Profit Sharing and Employee
Stock Ownership Plan
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1990, file no. 1-11255
|
10.8
|
Amended
Indemnification Agreement
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1990, file no. 1-11255
|
10.9
|
Indemnification
Trust Agreement
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1990, file no. 1-11255
|
10.10
|
Management
Agreement between Four SAC Self-Storage Corporation and subsidiaries of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1997, file no. 1-11255
|
10.11
|
Management
Agreement between Five SAC Self-Storage Corporation and subsidiaries of
AMERCO
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 1999, file no. 1-11255
|
10.12
|
Management
Agreement between Eighteen SAC Self-Storage Corporation and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.13
|
Management
Agreement between Nineteen SAC Self-Storage Limited Partnership and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.14
|
Management
Agreement between Twenty SAC Self-Storage Corporation and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.15
|
Management
Agreement between Twenty-One SAC Self-Storage Corporation and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.16
|
Management
Agreement between Twenty-Two SAC Self-Storage Corporation and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.17
|
Management
Agreement between Twenty-Three SAC Self-Storage Corporation and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no.
1-11255
|
45
Exhibit Number | Description | Page or Method of Filing |
10.18
|
Management
Agreement between Twenty-Four SAC Self-Storage Limited Partnership and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.19
|
Management
Agreement between Twenty-Five SAC Self-Storage Limited Partnership and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.20
|
Management
Agreement between Twenty-Six SAC Self-Storage Limited Partnership and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.21
|
Management
Agreement between Twenty-Seven SAC Self-Storage Limited Partnership and
U-Haul
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, file no. 1-11255
|
10.22
|
Amended
and Restated Promissory Note between SAC Holding Corporation and U-Haul
International, Inc. (in an aggregate principal amount up to
$47,500,000)
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement filed on March
30, 2004, no. 333-114042
|
10.23
|
Amended
and Restated Promissory Note between SAC Holding Corporation and U-Haul
International, Inc. (in an aggregate principal amount up to
$76,000,000)
|
Incorporated
by reference to AMERCO’s Form S-4 Registration Statement filed on March
30, 2004, no. 333-114042
|
10.24
|
Property
Management Agreement
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the year ended
March 31, 2004, file no. 1-11255
|
10.25
|
Property
Management Agreements among Three-A through Three-D SAC Self-Storage
Limited Partnership and the subsidiaries of U-Haul International,
Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, file no. 1-11255
|
10.26
|
U-Haul
Dealership Contract between U-Haul Leasing & Sales Co., and U-Haul
Moving Partners, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, file no. 1-11255
|
10.27
|
Property
Management Agreement between Mercury Partners, LP, Mercury 99, LLC and
U-Haul Self-Storage Management (WPC), Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, file no. 1-11255
|
10.28
|
Property
Management Agreement between Three-SAC Self-Storage Corporation and U-Haul
Co. (Canada), Ltd.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, file no. 1-11255
|
10.29
|
Property
Management Agreement among subsidiaries of U-Haul International and Galaxy
Storage Two, L.P.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2004, file no. 1-11255
|
10.30
|
Merrill
Lynch Commitment Letter (re first mortgage loan)
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 13,
2005, file no. 1-11255
|
10.31
|
Morgan
Stanley Commitment Letter
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 13,
2005, file no. 1-11255
|
10.32
|
Merrill
Lynch Commitment Letter (re loan to Amerco Real Estate
Company)
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 13,
2005, file no. 1-11255
|
46
Exhibit Number | Description | Page or Method of Filing |
10.33
|
Amended
and Restated Credit Agreement, dated June 8, 2005, among Amerco Real
Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco Real
Estate Company of Alabama Inc., U-Haul Co. of Florida, Inc., U-Haul
International, Inc. and Merrill Lynch Commercial Finance
Corp.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005,
file no. 1-11255
|
10.34
|
Security
Agreement dated June 8, 2005, by Amerco Real Estate Company, Amerco Real
Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama,
Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and the
Marketing Grantors named therein in favor of Merrill Lynch Commercial
Finance Corp.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005,
file no. 1-11255
|
10.35
|
Guarantee,
dated June 8, 2005, by U-Haul International, Inc. in favor of Merrill
Lynch Commercial Finance Corp.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005,
file no. 1-11255
|
10.36
|
Promissory
Note, dated June 8, 2005 by Amerco Real Estate Company, Amerco Real Estate
Company of Texas, Inc., Amerco Real Estate Company of Alabama, Inc.,
U-Haul Co. of Florida, Inc. and U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005,
file no. 1-11255
|
10.37
|
Form
of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing,
dated June 8, 2005 in favor of Morgan Stanley Mortgage Capital
Inc.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005,
file no. 1-11255
|
10.38
|
Form
of Promissory Note, dated June 8, 2005, in favor of Morgan Stanley
Mortgage Capital Inc.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005,
file no. 1-11255
|
10.39
|
Form
of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing,
dated June 8, 2005, in favor of Merrill Lynch Mortgage Lending,
Inc.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005,
file no. 1-11255
|
10.40
|
Form
of Promissory Note, dated June 8, 2005, in favor of Merrill Lynch Mortgage
Lending, Inc.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005,
file no. 1-11255
|
10.41
|
Property
Management Agreement between Subsidiaries of U-Haul and Five SAC RW MS,
LLC., dated August 17, 2005.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2005, file no. 1-11255
|
10.42
|
Credit
agreement, dated November 10, 2005, among U-Haul Leasing & Sales Co.,
U-Haul Company of Arizona and U-Haul International, Inc. and Merrill Lynch
Commercial Finance Corporation.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed November 17,
2005, file no. 1-11255
|
10.43
|
Property
Management Agreement between Subsidiaries of U-Haul and Five SAC 905,
LLC., dated September 23, 2005.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2005, file no. 1-11255
|
10.44
|
Property
Management Agreements between Subsidiaries of U-Haul and subsidiaries of
PM Partners, LP, dated June 25, 2005.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no. 1-11255
|
10.45
|
Promissory
note, dated December 1, 2005, by Private Mini Storage Realty, LP in favor
of AMERCO.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no.
1-11255
|
47
Exhibit Number | Description | Page or Method of Filing |
10.46
|
Promissory
note dated December 1, 2005 by PMSI Investments, LP in favor of U-Haul
International, Inc.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no. 1-11255
|
10.47
|
Property
Management Agreements between Subsidiaries of U-Haul and subsidiaries of
PM Preferred Properties, LP., dated June 25, 2005
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no. 1-11255
|
10.48
|
Credit
Agreement executed June 7, 2006, among U-Haul Leasing & Sales Co.,
U-Haul Co. of Arizona and U-Haul International, Inc. and BTMU Capital
Corporation.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no. 1-11255
|
10.49
|
Security
and Collateral Agreement executed June 7, 2006, by U-Haul International,
Inc., U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, BTMU Capital
Corporation, and Orange Truck Trust 2006
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no. 1-11255
|
10.50
|
Guarantee
executed June 7, 2006, made by U-Haul International, Inc. and AMERCO in
favor of BTMU Capital Corp. and Orange Truck Trust 2006.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no. 1-11255
|
10.51
|
First
Amendment to Security Agreement (New Truck Term Loan Facility) executed
June 7, 2006, among U-Haul Leasing and Sales Co., U-Haul Co. of Arizona,
and U-Haul International, Inc., in favor of Merrill Lynch Commercial
Finance Corp.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no. 1-11255
|
10.52
|
Credit
Agreement dated June 6, 2006, among U-Haul Leasing and Sales Co., U-Haul
Co. of Arizona, and U-Haul International, Inc., and HVB
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no. 1-11255
|
10.53
|
Security
Agreement dated June 6, 2006, among U-Haul Leasing and Sales Co., U-Haul
Co. of Arizona, and U-Haul International, Inc. in favor of
HVB
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no. 1-11255
|
10.54
|
Guarantee
dated June 6, 2006, made by U-Haul International, Inc. in favor of
HVB
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2006, file no. 1-11255
|
10.55
|
Stockholder
Agreement dated June 30, 2006 between Edward J. Shoen, James P. Shoen,
Mark V. Shoen, Rosmarie T. Donovan, as Trustee, and Southwest Fiduciary,
Inc., as Trustee
|
Incorporated
by reference to Exhibit 99.2, filed with the Schedule 13-D, filed on July
13, 2006, file number 5-39669
|
10.56
|
Amendment
No. 1 to the Amended and Restated Credit Agreement and Security Agreement,
dated as of August 18, 2006, to the Amended and Restated Credit Agreement,
dated as of June 8, 2005, among Amerco Real Estate Company of Texas, Inc.,
Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc.,
U-Haul International, Inc. and the Marketing Grantors named therein in
favor of Merrill Lynch Commercial Financial Corp.
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed August 23, 2006,
file no. 1-11255
|
10.57
|
Stockholder
Agreement dated March 9, 2007 between Edward J. Shoen, James P. Shoen,
Mark V. Shoen, Rosmarie T. Donovan, as Trustee, and Adagio Trust Company,
as Trustee
|
Incorporated
by reference to Exhibit 99.2, filed with the Schedule 13-D, filed on March
9, 2007, file number 5-39669
|
48
Exhibit Number | Description | Page or Method of Filing |
10.58
|
Amended
and Restated Credit Agreement, dated as of March 12, 2007, to the Credit
Agreement, dated as of June 28, 2005, among U-Haul Leasing & Sales
Co., U-Haul Company of Arizona and U-Haul International, Inc. and Merrill
Lynch Commercial Finance Corporation.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2007, file no. 1-11255
|
10.59
|
Amended
and Restated Security Agreement, dated as of March 12, 2007, to the
Security Agreement, dated June 28, 2005, among U-Haul Leasing & Sales
Co., U-Haul Company of Arizona and U-Haul International, Inc. in favor of
Merrill Lynch Commercial Finance Corporation.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2007, file no. 1-11255
|
10.60
|
2007-1
BOX TRUCK BASE INDENTURE, dated as of June 1, 2007, among U-HAUL S FLEET,
LLC, 2007 TM-1, LLC, 2007 DC-1, LLC, and 2007 EL-1, LLC and U.S. BANK
NATIONAL ASSOCIATION.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2007, file no. 1-11255
|
10.61
|
SCHEDULE
I TO 2007-1 BOX TRUCK BASE INDENTURE, dated as of June 1,
2007.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2007, file no. 1-11255
|
10.62
|
SERIES
2007-1 SUPPLEMENT, dated as of June 1, 2007, among U-HAUL S FLEET, LLC,
2007 TM-1, LLC, 2007 DC-1, LLC, and 2007 EL-1, LLC, and U.S. BANK NATIONAL
ASSOCIATION, to the 2007-1 Box Truck Base Indenture.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2007, file no. 1-11255
|
10.63
|
CARGO
VAN/PICK-UP TRUCK BASE INDENTURE, dated as of June 1, 2007, among U-HAUL S
FLEET, LLC, 2007 BE-1, LLC, and 2007 BP-1, LLC, and U.S. BANK NATIONAL
ASSOCIATION.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2007, file no. 1-11255
|
10.64
|
SCHEDULE
I TO CARGO VAN/PICK-UP TRUCK BASE INDENTURE, dated as of June 1,
2007.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2007, file no. 1-11255
|
10.65
|
SERIES
2007-1 SUPPLEMENT, dated as of June 1, 2007, among U-HAUL S FLEET, LLC,
2007 BE-1, LLC, and 2007 BP-1, LLC, and U.S. BANK NATIONAL ASSOCIATION, to
the Cargo Van/Pick-Up Truck Base Indenture.
|
Incorporated
by reference to AMERCO’s Annual Report on Form 10-K for the
year ended March 31, 2007, file no. 1-11255
|
10.66
|
Amended
and restated Property Management Agreement among Six-A SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.67
|
Amended
and restated Property Management Agreement among Six-B SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.68
|
Amended
and restated Property Management Agreement among Six-C SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no.
1-11255
|
49
Exhibit Number | Description | Page or Method of Filing |
10.69
|
Amended
and restated Property Management Agreement among Eight SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.70
|
Amended
and restated Property Management Agreement among Nine SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.71
|
Amended
and restated Property Management Agreement among Ten SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.72
|
Amended
and restated Property Management Agreement among Eleven SAC Self-Storage
Corporation and Eleven SAC Self-Storage Odenton, Inc. and subsidiaries of
U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.73
|
Amended
and restated Property Management Agreement among Twelve SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.74
|
Amended
and restated Property Management Agreement among Thirteen SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.75
|
Amended
and restated Property Management Agreement among Fourteen SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.76
|
Amended
and restated Property Management Agreement among Fifteen SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.77
|
Amended
and restated Property Management Agreement among Sixteen SAC Self-Storage
Corporation and subsidiaries of U-Haul International, Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.78
|
Amended
and restated Property Management Agreement among Seventeen SAC
Self-Storage Corporation and subsidiaries of U-Haul International,
Inc.
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.79
|
Promissory
Note. SAC Holding Corporation, a Nevada corporation ("Borrower"), pay to
U-Haul International, Inc., a Nevada corporation
|
Incorporated
by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007, file no. 1-11255
|
10.80
|
Omnibus
Termination and Release (Aged Truck Revolving Loan Facility), dated
February 8, 2008 among U-Haul Leasing & Sales Co., U-Haul Co. of
Arizona and U-Haul International, Inc. and Merrill Lynch Commercial
Finance Corporation
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed February 13,
2008, file no. 1-11255
|
14
|
Code
of Ethics
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K, filed on May 5, 2004,
file no. 1-11255
|
21
|
Subsidiaries
of AMERCO
|
Filed
herewith
|
50
Exhibit Number | Description | Page or Method of Filing |
23.1
|
Consent
of BDO Seidman, LLP
|
Filed
herewith
|
23.2
|
Consent
of Semple, Marchal and Cooper, LLP
|
Filed
herewith
|
24
|
Power
of Attorney
|
Refer
to signature page
|
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
|
*
Indicates compensatory plan arrangement.
51
Report
of Independent Registered Public Accounting Firm
Board of
Directors and Stockholders
AMERCO
Reno,
Nevada
We have
audited the accompanying consolidated balance sheets of AMERCO and consolidated
subsidiaries (the “Company”) as of March 31, 2009 and 2008 and the related
consolidated statements of operations, changes in stockholders’ equity, other
comprehensive income (loss), and cash flows for each of the three years in the
period ended March 31, 2009. In connection with our audits of the financial
statements, we have also audited the financial statement schedules listed in the
accompanying index. These financial statements and schedules are the
responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits. We did not audit the financial statements of SAC Holding II
Corporation, which statements reflect total revenues of $28.1 million for the
seven month period ended October 31, 2007 and $46.6 million for the year ended
March 31, 2007. Those statements were audited by other auditors whose
reports have been furnished to us, and our opinion, insofar as it relates to the
amounts included for such consolidated entity, is based solely on the reports of
other auditors.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements and schedules. We
believe that our audits and the reports of other auditors provide a reasonable
basis for our opinion.
In our
opinion, based on our audits and the reports of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Company at March 31, 2009 and
2008, and the results of its operations and its cash flows for each of the three
years in the period ended March 31, 2009, in conformity with
accounting principles generally accepted in the United States of
America.
Also, in
our opinion, the financial statement schedules, when considered in relation to
the basic consolidated financial statements taken as a whole, present fairly, in
all material respects, the information set forth therein.
As
discussed in the notes to the consolidated financial statements, the Company:
(1) effective April 1, 2007, adopted the recognition and measurement provisions
of FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes – an interpretation of FASB Statement No. 109, (2) effective March
31, 2007, began to recognize the funded status of its defined benefit plan in
its consolidated balance sheets and changed the measurement date for defined
benefit plan assets and liabilities to coincide with its year end to conform to
Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
No. 87, 88, 106 and 132(R), and (3) effective March 31, 2007, changed
their method for quantifying errors based on SEC Staff Accounting Bulletin No.
108, Considering the Effects
of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements.
As
discussed in note 2 to the consolidated financial statements, the Company
deconsolidated SAC Holding II Corporation in November 2007, which was accounted
for as a distribution to the sole shareholder of SAC Holding II
Corporation.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s internal control over financial
reporting as of March 31, 2009, based on criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) and our report dated June 2, 2009 expressed an
unqualified opinion thereon.
/s/ BDO
Seidman, LLP
Phoenix,
Arizona
June 2,
2009
F-1
Independent
Auditors’ Report
Board of
Directors and Stockholder
SAC
Holding II Corporation
(A
Wholly-Owned Subsidiary of Blackwater Investments, Inc.)
We have
audited the accompanying consolidated balance sheets of SAC Holding II
Corporation (A Wholly-Owned Subsidiary of Blackwater Investments, Inc.) as of
October 31, 2007 and March 31, 2007 and the related consolidated statements of
operations, stockholder’s deficit, and cash flows for the seven months ended
October 31, 2007 and the year ended March 31, 2007. These financial statements
are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with auditing standards generally accepted in
the United States of America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of SAC Holding II Corporation
(A Wholly-Owned Subsidiary of Blackwater Investments, Inc.) as of October 31,
2007 and March 31, 2007 and the results of its operations, stockholder’s deficit
and its cash flows for the seven months ended October 31, 2007 and the year
ended March 31, 2007 in conformity with accounting principles generally accepted
in the United States of America.
/s/
Semple, Marchal & Cooper, LLP
Phoenix,
Arizona
May 29,
2008
F-2
AMERCO
AND CONSOLIDATED ENTITIES
CONSOLIDATED
BALANCE SHEETS
March
31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 240,587 | $ | 206,622 | ||||
Reinsurance
recoverables and trade receivables, net
|
213,853 | 202,765 | ||||||
Notes
and mortgage receivables, net
|
2,931 | 2,088 | ||||||
Inventories,
net
|
70,749 | 65,349 | ||||||
Prepaid
expenses
|
54,201 | 56,159 | ||||||
Investments,
fixed maturities and marketable equities
|
519,631 | 633,784 | ||||||
Investments,
other
|
227,022 | 185,591 | ||||||
Deferred
policy acquisition costs, net
|
44,993 | 35,578 | ||||||
Other
assets
|
133,644 | 129,489 | ||||||
Related
party assets
|
303,534 | 303,886 | ||||||
1,811,145 | 1,821,311 | |||||||
Property,
plant and equipment, at cost:
|
||||||||
Land
|
212,744 | 208,164 | ||||||
Buildings
and improvements
|
920,294 | 859,882 | ||||||
Furniture
and equipment
|
333,314 | 309,960 | ||||||
Rental
trailers and other rental equipment
|
214,988 | 205,572 | ||||||
Rental
trucks
|
1,666,151 | 1,734,425 | ||||||
3,347,491 | 3,318,003 | |||||||
Less:
Accumulated depreciation
|
(1,333,563 | ) | (1,306,827 | ) | ||||
Total
property, plant and equipment
|
2,013,928 | 2,011,176 | ||||||
Total
assets
|
$ | 3,825,073 | $ | 3,832,487 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 329,227 | $ | 292,526 | ||||
AMERCO's
notes, loans and leases payable
|
1,546,490 | 1,504,677 | ||||||
Policy
benefits and losses, claims and loss expenses payable
|
779,309 | 789,374 | ||||||
Liabilities
from investment contracts
|
303,332 | 339,198 | ||||||
Other
policyholders' funds and liabilities
|
11,961 | 10,467 | ||||||
Deferred
income
|
24,612 | 11,781 | ||||||
Deferred
income taxes
|
112,513 | 126,033 | ||||||
Total
liabilities
|
3,107,444 | 3,074,056 | ||||||
Commitments
and contingencies (notes 10, 17, 18, 19 and 20)
|
||||||||
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 March 31, 2009 and
2008
|
- | - | ||||||
Series
B preferred stock, with no par value, 100,000 shares authorized;
none
|
||||||||
issued
and outstanding as of March 31, 2009 and 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 as of March 31, 2009 and 2008
|
- | - | ||||||
Common
stock of $0.25 par value, 150,000,000 shares authorized;
41,985,700
|
||||||||
issued
as of March 31, 2009 and 2008
|
10,497 | 10,497 | ||||||
Additional
paid-in capital
|
420,588 | 419,370 | ||||||
Accumulated
other comprehensive loss
|
(98,000 | ) | (55,279 | ) | ||||
Retained
earnings
|
915,862 | 915,415 | ||||||
Cost
of common shares in treasury, net (22,377,912 and 22,354,386 shares as
of
|
||||||||
March
31, 2009 and 2008)
|
(525,653 | ) | (524,677 | ) | ||||
Unearned
employee stock ownership plan shares
|
(5,665 | ) | (6,895 | ) | ||||
Total
stockholders' equity
|
717,629 | 758,431 | ||||||
Total
liabilities and stockholders' equity
|
$ | 3,825,073 | $ | 3,832,487 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-3
AMERCO
AND CONSOLIDATED ENTITIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands, except share and per share data)
|
||||||||||||
Revenues:
|
||||||||||||
Self-moving
equipment rentals
|
$ | 1,423,022 | $ | 1,451,292 | $ | 1,462,470 | ||||||
Self-storage
revenues
|
110,548 | 122,248 | 126,424 | |||||||||
Self-moving
and self-storage products and service sales
|
199,394 | 217,798 | 224,722 | |||||||||
Property
management fees
|
23,192 | 22,820 | 21,154 | |||||||||
Life
insurance premiums
|
109,572 | 111,996 | 120,399 | |||||||||
Property
and casualty insurance premiums
|
28,337 | 28,388 | 24,335 | |||||||||
Net
investment and interest income
|
58,021 | 62,110 | 59,696 | |||||||||
Other
revenue
|
40,180 | 32,522 | 30,098 | |||||||||
Total
revenues
|
1,992,266 | 2,049,174 | 2,069,298 | |||||||||
Costs
and expenses:
|
||||||||||||
Operating
expenses
|
1,047,238 | 1,079,486 | 1,082,178 | |||||||||
Commission
expenses
|
171,303 | 167,945 | 162,899 | |||||||||
Cost
of sales
|
114,387 | 120,210 | 117,648 | |||||||||
Benefits
and losses
|
108,259 | 108,817 | 116,959 | |||||||||
Amortization
of deferred policy acquisition costs
|
12,394 | 13,181 | 17,138 | |||||||||
Lease
expense
|
152,424 | 133,931 | 147,659 | |||||||||
Depreciation,
net of (gains) losses on disposals
|
265,213 | 221,882 | 189,589 | |||||||||
Total
costs and expenses
|
1,871,218 | 1,845,452 | 1,834,070 | |||||||||
Earnings
from operations
|
121,048 | 203,722 | 235,228 | |||||||||
Interest
expense
|
(98,470 | ) | (101,420 | ) | (82,436 | ) | ||||||
Fees
and amortization on early extinguishment of debt
|
- | - | (6,969 | ) | ||||||||
Pretax
earnings
|
22,578 | 102,302 | 145,823 | |||||||||
Income
tax expense
|
(9,168 | ) | (34,518 | ) | (55,270 | ) | ||||||
Net
earnings
|
13,410 | 67,784 | 90,553 | |||||||||
Less:
Preferred stock dividends
|
(12,963 | ) | (12,963 | ) | (12,963 | ) | ||||||
Earnings
available to common shareholders
|
$ | 447 | $ | 54,821 | $ | 77,590 | ||||||
Basic
and diluted earnings per common share
|
$ | 0.02 | $ | 2.78 | $ | 3.72 | ||||||
Weighted
average common shares outstanding: Basic and diluted
|
19,350,041 | 19,740,571 | 20,838,570 | |||||||||
Related
party revenues for fiscal 2009, 2008 and 2007, net of eliminations, were $46.9
million, $42.5 million and $33.5 million, respectively.
Related
party costs and expenses for fiscal 2009, 2008 and 2007, net of eliminations,
were $37.1 million, $31.8 million and $28.0 million, respectively.
The accompanying notes are an integral
part of these consolidated financial statements.
F-4
AMERCO
AND CONSOLIDATED ENTITIES
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Description
|
Series
A Common Stock, $0.25 Par Value
|
Common
Stock, $0.25 Par Value
|
Additional
Paid-In Capital
|
Accumulated
Other Comprehensive
Income
(Loss)
|
Retained
Earnings
|
Less:
Treasury Stock
|
Less:
Unearned Employee Stock Ownership Plan Shares
|
Total
Stockholders' Equity
|
||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||
Balance
as of March 31, 2006
|
$ | 929 | $ | 9,568 | $ | 367,655 | $ | (28,902 | ) | $ | 773,784 | $ | (418,092 | ) | $ | (9,338 | ) | $ | 695,604 | |||||||||||||
Adjustment
to initially apply SAB 108, net of tax
|
- | - | - | - | (1,926 | ) | - | - | (1,926 | ) | ||||||||||||||||||||||
Adjustment
to initially apply FASB Statement No. 158, net of tax
|
- | - | - | (153 | ) | (148 | ) | - | - | (301 | ) | |||||||||||||||||||||
Increase
in market value of released ESOP shares and release of unearned ESOP
shares
|
- | - | 3,265 | - | - | - | 1,204 | 4,469 | ||||||||||||||||||||||||
Foreign
currency translation, net of tax
|
- | - | - | (1,919 | ) | - | - | - | (1,919 | ) | ||||||||||||||||||||||
Unrealized
loss on investments, net of tax
|
- | - | - | (1,072 | ) | - | - | - | (1,072 | ) | ||||||||||||||||||||||
Fair
market value of cash flow hedges, net of tax
|
- | - | - | (9,733 | ) | - | - | - | (9,733 | ) | ||||||||||||||||||||||
Net
earnings
|
- | - | - | - | 90,553 | - | - | 90,553 | ||||||||||||||||||||||||
Preferred
stock dividends: Series A ($2.13 per share for fiscal
2007)
|
- | - | - | - | (12,963 | ) | - | - | (12,963 | ) | ||||||||||||||||||||||
Exchange
of shares
|
(929 | ) | 929 | - | - | - | - | - | - | |||||||||||||||||||||||
Treasury
stock
|
- | - | - | - | - | (49,106 | ) | - | (49,106 | ) | ||||||||||||||||||||||
Contribution
from related party
|
- | - | 4,492 | - | - | - | - | 4,492 | ||||||||||||||||||||||||
Net
activity
|
(929 | ) | 929 | 7,757 | (12,877 | ) | 75,516 | (49,106 | ) | 1,204 | 22,494 | |||||||||||||||||||||
Balance
as of March 31, 2007
|
$ | - | $ | 10,497 | $ | 375,412 | $ | (41,779 | ) | $ | 849,300 | $ | (467,198 | ) | $ | (8,134 | ) | $ | 718,098 | |||||||||||||
Adjustment
to initially apply FIN 48
|
- | - | - | - | 6,826 | - | - | 6,826 | ||||||||||||||||||||||||
Increase
in market value of released ESOP shares and release of unearned ESOP
shares
|
- | - | 2,379 | - | - | - | 1,239 | 3,618 | ||||||||||||||||||||||||
Foreign
currency translation, net of tax
|
- | - | - | 8,583 | - | - | - | 8,583 | ||||||||||||||||||||||||
Unrealized
gain on investments, net of tax
|
- | - | - | 1,946 | - | - | - | 1,946 | ||||||||||||||||||||||||
Fair
market value of cash flow hedges, net of tax
|
- | - | - | (25,473 | ) | - | - | - | (25,473 | ) | ||||||||||||||||||||||
Adjustment
to post retirement benefit obligation
|
- | - | - | 1,444 | - | - | - | 1,444 | ||||||||||||||||||||||||
Net
earnings
|
- | - | - | - | 67,784 | - | - | 67,784 | ||||||||||||||||||||||||
Preferred
stock dividends: Series A ($2.13 per share for fiscal
2008)
|
- | - | - | - | (12,963 | ) | - | - | (12,963 | ) | ||||||||||||||||||||||
Treasury
stock
|
- | - | - | - | - | (57,479 | ) | - | (57,479 | ) | ||||||||||||||||||||||
Contribution
from related party
|
- | - | 46,071 | - | - | - | - | 46,071 | ||||||||||||||||||||||||
SAC
Holding II Corporation distribution
|
- | - | (4,492 | ) | - | 4,468 | - | - | (24 | ) | ||||||||||||||||||||||
Net
activity
|
- | - | 43,958 | (13,500 | ) | 66,115 | (57,479 | ) | 1,239 | 40,333 | ||||||||||||||||||||||
Balance
as of March 31, 2008
|
$ | - | $ | 10,497 | $ | 419,370 | $ | (55,279 | ) | $ | 915,415 | $ | (524,677 | ) | $ | (6,895 | ) | $ | 758,431 | |||||||||||||
Increase
in market value of released ESOP shares and release of unearned ESOP
shares
|
- | - | 1,218 | - | - | - | 1,230 | 2,448 | ||||||||||||||||||||||||
Foreign
currency translation, net of tax
|
- | - | - | (16,030 | ) | - | - | - | (16,030 | ) | ||||||||||||||||||||||
Unrealized
loss on investments, net of tax
|
- | - | - | (8,914 | ) | - | - | - | (8,914 | ) | ||||||||||||||||||||||
Fair
market value of cash flow hedges, net of tax
|
- | - | - | (17,833 | ) | - | - | - | (17,833 | ) | ||||||||||||||||||||||
Adjustment
to post retirement benefit obligation
|
- | - | - | 56 | - | - | - | 56 | ||||||||||||||||||||||||
Net
earnings
|
- | - | - | - | 13,410 | - | - | 13,410 | ||||||||||||||||||||||||
Preferred
stock dividends: Series A ($2.13 per share for fiscal
2009)
|
- | - | - | - | (12,963 | ) | - | - | (12,963 | ) | ||||||||||||||||||||||
Treasury
stock
|
- | - | - | - | - | (976 | ) | - | (976 | ) | ||||||||||||||||||||||
Net
activity
|
- | - | 1,218 | (42,721 | ) | 447 | (976 | ) | 1,230 | (40,802 | ) | |||||||||||||||||||||
Balance
as of March 31, 2009
|
$ | - | $ | 10,497 | $ | 420,588 | $ | (98,000 | ) | $ | 915,862 | $ | (525,653 | ) | $ | (5,665 | ) | $ | 717,629 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-5
AMERCO
AND CONSOLIDATED ENTITIES
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands)
|
||||||||||||
Comprehensive
income (loss):
|
||||||||||||
Net
earnings
|
$ | 13,410 | $ | 67,784 | $ | 90,553 | ||||||
Other
comprehensive income (loss), net of tax:
|
||||||||||||
Foreign
currency translation
|
(16,030 | ) | 8,583 | (1,919 | ) | |||||||
Unrealized
gain (loss) on investments
|
(8,914 | ) | 1,946 | (1,072 | ) | |||||||
Change
in fair value of cash flow hedges
|
(17,833 | ) | (25,473 | ) | (9,733 | ) | ||||||
Postretirement
benefit obligation gain (loss)
|
56 | 1,444 | (153 | ) | ||||||||
Total
comprehensive income (loss)
|
$ | (29,311 | ) | $ | 54,284 | $ | 77,676 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-6
AMERCO
AND CONSOLIDATED ENTITIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands)
|
||||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
earnings
|
$ | 13,410 | $ | 67,784 | $ | 90,553 | ||||||
Adjustments
to reconcile net earnings to cash provided by operations:
|
||||||||||||
Depreciation
|
248,569 | 227,798 | 186,106 | |||||||||
Amortization
of deferred policy acquisition costs
|
12,394 | 13,181 | 17,138 | |||||||||
Change
in allowance for losses on trade receivables
|
(17 | ) | 76 | 49 | ||||||||
Change
in allowance for losses on mortgage notes
|
(309 | ) | (39 | ) | (40 | ) | ||||||
Change
in allowance for inventory reserves
|
792 | 2,746 | 2,679 | |||||||||
Net
(gain) loss on sale of real and personal property
|
16,644 | (5,916 | ) | 3,483 | ||||||||
Net
loss on sale of investments
|
64 | 292 | 622 | |||||||||
Write-off
of unamortized debt issuance costs
|
- | - | 6,969 | |||||||||
Deferred
income taxes
|
7,941 | 5,563 | 12,586 | |||||||||
Net
change in other operating assets and liabilities:
|
||||||||||||
Reinsurance
recoverables and trade receivables
|
(11,069 | ) | (16,524 | ) | 48,386 | |||||||
Inventories
|
(6,192 | ) | (2,445 | ) | (4,761 | ) | ||||||
Prepaid
expenses
|
1,960 | (4,338 | ) | (8,205 | ) | |||||||
Capitalization
of deferred policy acquisition costs
|
(10,906 | ) | (7,479 | ) | (8,168 | ) | ||||||
Other
assets
|
(3,795 | ) | 3,241 | 3,450 | ||||||||
Related
party assets
|
4,577 | 33,032 | 8,616 | |||||||||
Accounts
payable and accrued expenses
|
(1,821 | ) | 7,310 | 17,044 | ||||||||
Policy
benefits and losses, claims and loss expenses payable
|
(7,620 | ) | 20,664 | (40,169 | ) | |||||||
Other
policyholders' funds and liabilities
|
1,493 | (96 | ) | 2,709 | ||||||||
Deferred
income
|
13,037 | (3,996 | ) | 1,266 | ||||||||
Related
party liabilities
|
(4,192 | ) | (11,567 | ) | 10,408 | |||||||
Net
cash provided by operating activities
|
274,960 | 329,287 | 350,721 | |||||||||
Cash
flow from investment activities:
|
||||||||||||
Purchase
of:
|
||||||||||||
Property,
plant and equipment
|
(396,690 | ) | (570,210 | ) | (648,344 | ) | ||||||
Short
term investments
|
(320,922 | ) | (245,345 | ) | (249,392 | ) | ||||||
Fixed
maturity investments
|
(143,665 | ) | (83,651 | ) | (109,672 | ) | ||||||
Equity
securities
|
(1 | ) | (31 | ) | - | |||||||
Preferred
stock
|
(2,000 | ) | (770 | ) | - | |||||||
Real
estate
|
(614 | ) | (3,098 | ) | - | |||||||
Mortgage
loans
|
(26,086 | ) | (14,057 | ) | (10,725 | ) | ||||||
Proceeds
from sales of:
|
||||||||||||
Property,
plant and equipment
|
128,188 | 166,386 | 89,672 | |||||||||
Short
term investments
|
298,982 | 246,175 | 276,690 | |||||||||
Fixed
maturity investments
|
234,317 | 131,793 | 116,858 | |||||||||
Equity
securities
|
28 | 46 | - | |||||||||
Cash
received in excess of purchase of company acquired
|
- | - | 1,235 | |||||||||
Preferred
stock
|
- | 5,625 | 1,225 | |||||||||
Real
estate
|
- | 912 | 6,870 | |||||||||
Mortgage
loans
|
5,884 | 8,146 | 7,062 | |||||||||
Payments
from notes and mortgage receivables
|
853 | 117 | 902 | |||||||||
Net
cash used by investing activities
|
(221,726 | ) | (357,962 | ) | (517,619 | ) | ||||||
Cash
flow from financing activities:
|
||||||||||||
Borrowings
from credit facilities
|
180,331 | 616,710 | 410,189 | |||||||||
Principal
repayments on credit facilties
|
(148,398 | ) | (295,387 | ) | (196,072 | ) | ||||||
Debt
issuance costs
|
(414 | ) | (11,976 | ) | (3,058 | ) | ||||||
Capital
lease payments
|
(776 | ) | - | - | ||||||||
Leveraged
Employee Stock Ownership Plan - Repayment from loan
|
1,230 | 1,239 | 1,204 | |||||||||
Treasury
stock repurchases
|
(976 | ) | (57,478 | ) | (49,106 | ) | ||||||
Securitization
deposits
|
- | (32,775 | ) | - | ||||||||
Preferred
stock dividends paid
|
(12,963 | ) | (12,963 | ) | (12,963 | ) | ||||||
Investment
contract deposits
|
17,739 | 18,077 | 16,695 | |||||||||
Investment
contract withdrawals
|
(53,605 | ) | (65,518 | ) | (79,204 | ) | ||||||
Net
cash provided (used) by financing activities
|
(17,832 | ) | 159,929 | 87,685 | ||||||||
Effects
of exchange rate on cash
|
(1,437 | ) | 96 | (974 | ) | |||||||
Increase
(decrease) in cash and cash equivalents
|
33,965 | 131,350 | (80,187 | ) | ||||||||
Cash
and cash equivalents at the beginning of period
|
206,622 | 75,272 | 155,459 | |||||||||
Cash
and cash equivalents at the end of period
|
$ | 240,587 | $ | 206,622 | $ | 75,272 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-7
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note
1: Basis of Presentation
AMERCO, a
Nevada Corporation (“AMERCO”) has a fiscal year that ends on the 31st of
March for each year that is referenced. Our insurance company subsidiaries have
fiscal years that end on the 31st of
December 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, 2007 and 2006 correspond to fiscal 2009, 2008 and 2007 for
AMERCO.
Accounts
denominated in non-U.S. currencies have been translated into U.S. dollars.
Certain amounts reported in previous years have been reclassified to conform to
the current presentation.
Note
2: Principles of Consolidation
The
consolidated balance sheets as of March 31, 2009 and 2008 include the accounts
of AMERCO and its wholly-owned subsidiaries. The March 31, 2009 statements of
operations and cash flows include AMERCO and its wholly-owned subsidiaries. The
March 31, 2008 statements of operations and cash flows include AMERCO and its
wholly-owned subsidiaries for the entire year, and reflect SAC Holding II and
its subsidiaries (“SAC Holding II”) for the seven months ended October 31, 2007.
The March 31, 2007 statements of operations and cash flows include the accounts
of AMERCO and its wholly-owned subsidiaries and SAC Holding II.
In fiscal
2003 and fiscal 2002, SAC Holding Corporation and its subsidiaries (“SAC Holding
Corporation”) and SAC Holding II (collectively, “SAC Holdings”) were considered
special purpose entities and were consolidated based on the provisions of
Emerging Issues Task Force Issue No. 90-15. In fiscal 2004, the Company
evaluated its interests in SAC Holdings utilizing the guidance promulgated in
Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R) (“FIN
46(R)”) Consolidation of
Variable Interest Entities. The Company concluded that SAC Holdings were
variable interest entities (“VIE’s”) and that the Company was the primary
beneficiary. Accordingly, the Company continued to include SAC Holdings in its
consolidated financial statements.
In
February and March 2004, SAC Holding Corporation triggered a requirement to
reassess AMERCO’s involvement in it, which led to the conclusion that SAC
Holding Corporation was not a VIE and AMERCO ceased to be the primary
beneficiary and the Company no longer includes SAC Holding Corporation in its
consolidated financial statements.
In
November 2007, Blackwater Investments, Inc. (“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, 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, the distribution does not qualify as
discontinued operations as defined by Statement of Financial Accounting
Standards (“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.
Intercompany
accounts and transactions have been eliminated.
F-8
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Description
of Legal Entities
AMERCO,
is the holding company for:
U-Haul
International, Inc. (“U-Haul”),
Amerco
Real Estate Company (“Real Estate”),
Republic
Western Insurance Company (“RepWest”),
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.
Description
of Operating Segments
AMERCO
has three current reportable segments. They are Moving and Storage, Property and
Casualty Insurance and Life Insurance. SAC Holding II was also a reportable
segment 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 and
ARCOA risk retention group. Property and Casualty Insurance provides loss
adjusting and claims handling for U-Haul through regional offices across North
America. Property and Casualty Insurance 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 Property and Casualty Insurance includes offering property and casualty
products in other U-Haul related programs. The ARCOA risk retention group is a
captive insurer owned by the Company whose purpose is to provide insurance
products related to the moving and storage business.
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 administered the self-insured employee health and
dental plans for Arizona employees of the Company through December 31,
2008.
SAC
Holding II owns self-storage properties that are managed by U-Haul under
property management agreements and act as independent U-Haul rental equipment
dealers. AMERCO, through its subsidiaries, has contractual interests in certain
SAC 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).
Note
3: Accounting Policies
Use
of Estimates
The
preparation of financial statements in conformity with the generally accepted
accounting principles (“GAAP”) in the United States requires management to make
estimates and judgments that affect the amounts reported in the financial
statements and accompanying notes. The accounting policies that we deem most
critical to us and that require management’s most difficult and subjective
judgments include the principles of consolidation, the recoverability of
property, plant and equipment, the adequacy of insurance reserves, the
recognition and measurement of impairments for investments accounted for under
SFAS 115, Accounting for
Certain Investments in Debt and Equity Securities and the recognition and
measurement of income tax assets and liabilities. The actual results experienced
by the Company may differ from management’s estimates.
F-9
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cash
and Cash Equivalents
The
Company considers cash equivalents to be highly liquid debt securities with
insignificant interest rate risk with original maturities from the date of
purchase of three months or less.
Financial
Instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash deposits. Accounts at each United States
financial institution are insured by the Federal Deposit Insurance Corporation
(“FDIC”) up to $250,000. Accounts at each Canadian financial institution are
insured by the Canada Deposit Insurance Corporation (“CDIC”) up to $100,000 CAD
per account. At March 31, 2009 and March 31, 2008, the Company had approximately
$211.8 million and $190.6 million, respectively, in excess of FDIC and CDIC
insured limits. To mitigate this risk, the Company selects financial
institutions based on their credit ratings and financial strength.
Investments
Fixed Maturities. Fixed
maturity investments consist of either marketable debt or redeemable preferred
stocks. As of the balance sheet dates, all of the Company’s investments in fixed
maturities are classified as available-for-sale. Available-for-sale investments
are reported at fair value, with unrealized gains or losses recorded net of
taxes and applicable adjustments to deferred policy acquisition costs in
stockholders’ equity. Fair value for these investments is based on quoted market
prices, dealer quotes or discounted cash flows. The cost of investments sold is
based on the specific identification method.
In
determining if and when a decline in market value below carrying value is an
other-than-temporary impairment, management makes certain assumptions or
judgments in its assessment including but not limited to: ability to hold the
security, quoted market prices, dealer quotes, discounted cash flows, industry
factors, financial factors, and issuer specific information.
Other-than-temporary impairments, to the extent of the decline, as well as
realized gains or losses on the sale or exchange of investments are recognized
in the current period operating results.
Mortgage Loans and Notes on Real
Estate. Mortgage loans and notes on real estate are reported at their
unpaid balance, net of any allowance for possible losses and any unamortized
premium or discount.
Recognition of Investment
Income. Interest income from bonds and mortgage notes is recognized when
earned. Dividends on common and preferred stocks are recognized on the
ex-dividend dates. Realized gains and losses on the sale or exchange of
investments are recognized at the trade date.
Fair
Values
Fair
values of cash equivalents approximate carrying value due to the short period of
time to maturity. Fair values of short-term investments, investments
available-for-sale, long-term investments, mortgage loans and notes on real
estate, and interest rate swap contracts are based on quoted market prices,
dealer quotes or discounted cash flows. Fair values of trade receivables
approximate their recorded value.
Limited
credit risk exists on trade receivables due to the diversity of our customer
base and their dispersion across broad geographic markets. The Company’s
financial instruments that are exposed to concentrations of credit risk consist
primarily of temporary cash investments, trade receivables, reinsurance
recoverables and notes receivable. The Company places its temporary cash
investments with financial institutions and limits the amount of credit exposure
to any one financial institution.
The
Company has mortgage receivables, which potentially expose the Company to credit
risk. The portfolio of notes is principally collateralized by mini-warehouse
storage facilities and commercial properties. The Company has not experienced
losses related to the notes from individual notes or groups of notes in any
particular industry or geographic area. The estimated fair values were
determined using the discounted cash flow method and using interest rates
currently offered for similar loans to borrowers with similar credit
ratings.
The
carrying amount of long-term debt and short-term borrowings are estimated to
approximate fair value as the actual interest rate is consistent with the rate
estimated to be currently available for debt of similar term and remaining
maturity.
Other
investments including short-term investments are substantially current or bear
reasonable interest rates. As a result, the carrying values of these financial
instruments approximate fair value.
F-10
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Derivative
Financial Instruments
The
Company’s objective for holding derivative financial instruments is to manage
interest rate risk exposure primarily through entering interest rate swap
agreements. An interest rate swap is a contractual exchange of interest payments
between two parties. A standard interest rate swap involves the payment of a
fixed rate times a notional amount by one party in exchange for a floating rate
times the same notional amount from another party. As interest rates change, the
difference to be paid or received is accrued and recognized as interest expense
or income over the life of the agreement. The Company does not enter
into these instruments for trading purposes. Counterparties to the Company’s
interest rate swap agreements are major financial institutions. In accordance
with SFAS 133, Accounting for
Derivative Instruments and Hedging Activities (As Amended) (“SFAS 133”),
the Company recognizes interest rate swap agreements on the balance sheet at
fair value, which are classified as prepaid expenses (asset) or accrued expenses
(liability). Derivatives that are not designated as cash flow hedges for
accounting purposes must be adjusted to fair value through income. If the
derivative qualifies and is designated as a cash flow hedge, changes in its fair
value will either be offset against the change in fair value of the hedged item
through earnings or recognized in other comprehensive income (loss) until the
hedged item is recognized in earnings. Refer to Note 11 Interest on Borrowings
of the Notes to Consolidated Financial Statements.
Inventories,
net
Inventories,
net were as follows:
March
31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Truck
and trailer parts and accessories (a)
|
$ | 63,206 | $ | 56,959 | ||||
Hitches
and towing components (b)
|
13,736 | 13,538 | ||||||
Moving
supplies and propane (b)
|
7,217 | 7,470 | ||||||
Subtotal
|
84,159 | 77,967 | ||||||
Less:
LIFO reserves
|
(12,469 | ) | (11,076 | ) | ||||
Less:
excess and obsolete reserves
|
(941 | ) | (1,542 | ) | ||||
Total
|
$ | 70,749 | $ | 65,349 | ||||
(a)
Primarily held for internal usage, including equipment manufacturing and
repair
|
||||||||
(b)
Primarily held for retail sales
|
Inventories
consist primarily of truck and trailer parts and accessories used to manufacture
and repair rental equipment as well as products and accessories available for
retail sale. Inventory is held at Company-owned locations; our independent
dealers do not hold any of the Company’s inventory.
Inventory
cost is primarily determined using the last-in, first-out method (“LIFO”).
Inventories valued using LIFO consisted of approximately 96% and 95% of the
total inventories for March 31, 2009 and 2008, respectively. Had the Company
utilized the first-in, first-out method (“FIFO”), stated inventory balances
would have been $12.5 million and $11.1 million higher at March 31, 2009 and
2008, respectively. In fiscal 2009, the effect on income due to liquidation of a
portion of the LIFO inventory was $0.6 million.
F-11
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 balances 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 Audit 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. The amount of (gains) or losses
netted against depreciation expense were $16.6 million, ($5.9) million and $3.5
million during fiscal 2009, 2008 and 2007, respectively. 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 is
shorter or longer than originally estimated. Reductions in residual values
(i.e., the price at which we ultimately expect to dispose of revenue earning
equipment) or useful lives will result in an increase in depreciation expense
over the life of the equipment. Reviews are performed based on
vehicle class, generally subcategories of trucks and trailers. During fiscal
2009, based on an economic market analysis, the Company decreased the estimated
residual value of certain rental trucks. The effect of the change decreased
earnings from operations for fiscal 2009 by $19.8 million or $1.02 per share
before taxes, in which the tax effect was approximately $0.38 per share and will
continue to affect future periods. 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.
In fiscal
2006, 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 approximately 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 $56.0 million, $56.7 million and $33.2 million
greater than what it would have been if calculated under a straight line
approach for fiscal 2009, 2008 and 2007, respectively.
We typically sell our used vehicles at
our sales centers throughout North America, on our web site at
uhaul.com/trucksales or by phone at 1-866-404-0355. Additionally, we sell a
large portion of our pick-up and cargo van fleet at automobile dealer auctions.
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.
The
carrying value of surplus real estate, which is lower than market value at the
balance sheet date, was $10.5 million and $10.3 million for fiscal 2009 and
2008, respectively, and is included in Investments, other.
Receivables
Accounts
receivable include trade accounts from moving and self-storage customers and
dealers, insurance premiums and amounts due from ceding re-insurers, less
management’s estimate of uncollectible accounts.
Insurance
premiums receivable for policies that are billed through contracted agents are
recorded net of commission’s payable. A commission payable is recorded as a
separate liability for those premiums that are billed direct.
F-12
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Reinsurance
recoverables include case reserves and actuarial estimates of claims incurred
but not reported. These receivables are not expected to be collected until after
the associated claim has been adjudicated and billed to the re-insurer. The
reinsurance recoverables may have little or no allowance for doubtful accounts
due to the fact that reinsurance is typically procured from carriers with strong
credit ratings. Furthermore, the Company does not cede losses to a re-insurer if
the carrier is deemed financially unable to perform on the contract. Also,
reinsurance recoverables includes insurance ceded to other insurance
companies.
Notes and
mortgage receivables include accrued interest and are reduced by discounts and
amounts considered by management to be uncollectible.
Policy
Benefits and Losses, Claims and Loss Expenses Payable
Life
Insurance’s 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.
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. Oxford’s liabilities for deferred annuity
contracts consist of contract account balances that accrue to the benefit of the
policyholders.
RepWest’s
liability for reported and unreported losses is based on RepWest’s historical
data along with industry averages. The liability for unpaid loss adjustment
expenses is based on historical ratios of loss adjustment expenses paid to
losses paid. Amounts recoverable from re-insurers on unpaid losses are estimated
in a manner consistent with the claim liability associated with the re-insured
policy. Adjustments to the liability for unpaid losses and loss expenses as well
as amounts recoverable from re-insurers on unpaid losses are charged or credited
to expense in the periods in which they are made.
Self-Insurance
Reserves
U-Haul
retains the risk for certain public liability and property damage programs
related to the rental equipment. The consolidated balance sheets include $358.3
million and $360.3 million of liabilities related to these programs as of March
31, 2009 and 2008, respectively. Such liabilities are recorded within policy
benefits and losses payable. Management takes into account losses incurred based
upon actuarial estimates, past experience, current claim trends, as well as
social and economic conditions. This liability is subject to change in the
future based upon changes in the underlying assumptions including claims
experience, frequency of incidents, and severity of incidents.
Additionally,
as of March 31, 2009 and 2008, the consolidated balance sheets include
liabilities of $7.4 million and $5.1 million, respectively, related to Company
provided medical plan benefits for eligible employees. The Company estimates
this liability based on actual claims outstanding as of the balance sheet date
as well as an actuarial estimate of claims incurred but not reported. This
liability is reported net of estimated recoveries from excess loss reinsurance
policies with unaffiliated insurers of $0.4 million and $0.2 million in fiscal
2009 and 2008, respectively. These amounts are recorded in accounts payable on
the consolidated balance sheets.
Revenue
Recognition
Self-moving
rentals are recognized for the period that trucks and moving equipment are
rented. Self-storage revenues, based upon the number of paid storage contract
days, are recognized as earned during the period. Sales of
self-moving and self-storage related products are recognized at the time that
title passes and the customer accepts delivery. Insurance premiums are
recognized over the policy periods. Interest and investment income are
recognized as earned.
Amounts
collected from customers for sales tax are recorded on a net basis.
Advertising
All
advertising costs are expensed as incurred. Advertising expense was $24.7
million, $31.3 million and $31.5 million in fiscal 2009, 2008 and 2007,
respectively.
F-13
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Deferred
Policy Acquisition Costs
Commissions
and other costs that fluctuate with, and are primarily related to the
acquisition or renewal of certain insurance premiums, are deferred. For Life
Insurance, these costs are amortized in relation to revenue such that costs are
realized as a constant percentage of revenue. For RepWest, these costs are
amortized over the related contract periods, which generally do not exceed one
year.
Environmental
Costs
Liabilities
are recorded when environmental assessments and remedial efforts, if applicable,
are probable and the costs can be reasonably estimated. The amount of the
liability is based on management’s best estimate of undiscounted future costs.
Certain recoverable environmental costs related to the removal of underground
storage tanks or related contamination are capitalized and amortized over the
estimated useful lives of the properties. These costs improve the safety or
efficiency of the property or are incurred in preparing the property for
sale.
Income
Taxes
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 Holdings files consolidated tax
returns, which are in no way associated with AMERCO’s consolidated returns. In
accordance with SFAS 109, Accounting for Income Taxes,
the provision for income taxes reflects deferred income taxes resulting from
changes in temporary differences between the tax basis of assets and liabilities
and their reported amounts in the financial statements. Effective April 1, 2007,
the Company adopted FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income
Taxes, an interpretation of FAS 109.
Comprehensive
Income (Loss)
Comprehensive
income (loss) consists of net earnings, foreign currency translation
adjustments, unrealized gains and losses on investments, the change in fair
value of cash flow hedges and the change in postretirement benefit
obligation.
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;
however, 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 Life Insurance and RepWest. For more information please see Note 16 Fair
Value Measurements of the Notes to Consolidated Financial Statements. The
adoption of SFAS 157 did not have a material impact on the Company’s
consolidated financial statements.
FASB
Staff Position FAS 157-1, Application of FASB Statement No.
157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
FairValue Measurements for Purposes of Lease Classification or Measurement under
Statement 13. This FASB Staff Position (FSP) amends SFAS 157 to exclude
FASB Statement No. 13, Accounting for Leases, and
other accounting pronouncements that address fair value measurements for
purposes of lease classification or measurement under Statement 13. However,
this scope exception does not apply to assets acquired and liabilities assumed
in a business combination that are required to be measured at fair value under
FASB Statement No. 141, Business Combinations, or No.
141 (revised 2007), Business
Combinations, regardless of whether those assets and liabilities are
related to leases.
FASB
Staff Position FAS 157-2, Effective Date of FASB Statement No.
157. This FASB Staff Position (FSP) delays the effective date of SFAS 157
for nonfinancial assets and nonfinancial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). The delay is intended to allow the Board and
constituents additional time to consider the effect of various implementation
issues that have arisen, or that may arise, from the application of Statement
157.
F-14
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FASB
Staff Position FAS 157-3,
Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active. This FSP applies to financial assets within the scope of
accounting pronouncements that require or permit fair value measurements in
accordance with SFAS 157. This FSP clarifies the application of Statement 157 in
a market that is not active and provides an example to illustrate key
considerations in determining the fair value of a financial asset when the
market for that financial asset is not active.
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.
In March
2008, the FASB issued SFAS 161, Disclosures about Derivative
Instruments and Hedging Activities (“SFAS 161”) which amends SFAS 133 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 adoption of SFAS 161 required the Company to expand its
disclosures in Note 11 Interest on Borrowings of the Notes to Consolidated
Financial Statements.
Recent
Accounting Pronouncements
In
December 2007, the Financial Accounting Standards Board (“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.
In April
2009, the FASB issued (FSP) FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments, which segregates credit and noncredit
components of impaired debt securities that are not expected to be sold.
Impairments will still have to be measured at fair value in other comprehensive
income. The FSP also requires some additional disclosures regarding expected
cash flows, credit losses, and an aging of securities with unrealized losses.
Effective for interim and annual periods ending after June 15, 2009, but
entities may early adopt the FSP for the interim and annual periods ending after
March 15, 2009. The Company does not believe that the adoption of this statement
will have a material impact on our financial statements.
F-15
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In April
2009, the FASB issued (FSP) FAS 107-1 and APB
28-1, Disclosures about Fair Value of
Financial Instruments, which increases the frequency of fair value
disclosures to a quarterly instead of annual basis. The guidance relates to fair
value disclosures for any financial instruments that are not currently reflected
on the balance sheet at fair value. Effective for interim and annual periods
ending after June 15, 2009, but entities may early adopt the FSP for the interim
and annual periods ending after March 15, 2009. The Company does not believe
that the adoption of this statement will have a material impact on our financial
statements.
In April
2009, the FASB issued (FSP) FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly, which
provides guidelines for a broad interpretation of when to apply market-based
fair value measurements. The FSP reaffirms management's need to use judgment to
determine when a market that was once active has become inactive and in
determining fair values in markets that are no longer active. Effective for
interim and annual periods ending after June 15, 2009, but entities may early
adopt the FSP for the interim and annual periods ending after March 15,
2009.
Note
4: 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 244,452, 294,369,
and 344,288 as of March 31, 2009, 2008, and 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.
Note
5: Reinsurance Recoverables and Trade Receivables, Net
Reinsurance
recoverables and trade receivables, net were as follows:
March
31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Reinsurance
recoverable
|
$ | 173,472 | $ | 164,695 | ||||
Trade
accounts receivable
|
18,545 | 21,324 | ||||||
Paid
losses recoverable
|
8,457 | 4,177 | ||||||
Accrued
investment income
|
6,877 | 7,807 | ||||||
Premiums
and agents' balances
|
2,503 | 2,098 | ||||||
Independent
dealer receivable
|
707 | 720 | ||||||
Other
receivable
|
4,763 | 3,432 | ||||||
215,324 | 204,253 | |||||||
Less:
Allowance for doubtful accounts
|
(1,471 | ) | (1,488 | ) | ||||
$ | 213,853 | $ | 202,765 |
Note
6: Notes and Mortgage Receivables, Net
Notes and
mortgage receivables, net were as follows:
March
31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Notes,
mortgage receivables and other
|
$ | 2,937 | $ | 2,403 | ||||
Less:
Allowance for doubtful accounts
|
(6 | ) | (315 | ) | ||||
$ | 2,931 | $ | 2,088 |
F-16
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
7: Investments
Expected
maturities may differ from contractual maturities as borrowers may have the
right to call or prepay obligations with or without call or prepayment
penalties.
The
Company deposits bonds with insurance regulatory authorities to meet statutory
requirements. The adjusted cost of bonds on deposit with insurance regulatory
authorities was $14.4 million at December 31, 2008 and $14.9 million at December
31, 2007.
Available-for-Sale
Investments
Available-for-sale
investments at December 31, 2008 were as follows:
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
More than 12 Months
|
Gross
Unrealized
Losses
Less than 12 Months
|
Estimated
Market
Value
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
U.S.
treasury securities and government obligations
|
$ | 69,936 | $ | 4,106 | $ | - | $ | (267 | ) | $ | 73,775 | |||||||||
U.S.
government agency mortgage-backed securities
|
118,137 | 3,686 | (106 | ) | (65 | ) | 121,652 | |||||||||||||
Obligations
of states and political subdivisions
|
10,571 | 72 | (18 | ) | (676 | ) | 9,949 | |||||||||||||
Corporate
securities
|
312,465 | 3,511 | (6,550 | ) | (15,257 | ) | 294,169 | |||||||||||||
Mortgage-backed
securities
|
12,713 | 88 | (1,395 | ) | (198 | ) | 11,208 | |||||||||||||
Redeemable
preferred stocks
|
14,509 | 14 | (4,786 | ) | (869 | ) | 8,868 | |||||||||||||
Common
stocks
|
75 | - | (65 | ) | - | 10 | ||||||||||||||
$ | 538,406 | $ | 11,477 | $ | (12,920 | ) | $ | (17,332 | ) | $ | 519,631 |
Available-for-sale
investments at December 31, 2007 were as follows:
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
More than 12 Months
|
Gross
Unrealized
Losses
Less than 12 Months
|
Estimated
Market
Value
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
U.S.
treasury securities and government obligations
|
$ | 143,969 | $ | 2,571 | $ | (5 | ) | $ | - | $ | 146,535 | |||||||||
U.S.
government agency mortgage-backed securities
|
125,569 | 1,331 | (398 | ) | (282 | ) | 126,220 | |||||||||||||
Obligations
of states and political subdivisions
|
5,281 | 20 | (5 | ) | (2 | ) | 5,294 | |||||||||||||
Corporate
securities
|
324,890 | 6,516 | (1,889 | ) | (721 | ) | 328,796 | |||||||||||||
Mortgage-backed
securities
|
15,618 | 93 | (199 | ) | - | 15,512 | ||||||||||||||
Redeemable
preferred stocks
|
12,509 | 34 | - | (1,169 | ) | 11,374 | ||||||||||||||
Common
stocks
|
106 | - | (43 | ) | (10 | ) | 53 | |||||||||||||
$ | 627,942 | $ | 10,565 | $ | (2,539 | ) | $ | (2,184 | ) | $ | 633,784 |
The above
tables include gross unrealized losses that are not deemed to be
other-than-temporarily impaired, aggregated by investment category and length of
time that individual securities have been in a continuous unrealized loss
position.
F-17
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The
Company sold available-for-sale securities with a fair value of $234.2 million
in 2008, $134.6 million in 2007 and $113.4 million in 2006. The gross realized
gains on these sales totaled $0.7 million in 2008, $0.4 million in 2007 and $1.6
million in 2006. The Company realized gross losses on these sales of $0.5
million in 2008, $0.4 million in 2007 and $1.9 million in 2006.
The
unrealized losses of more than twelve months in the table on the previous page
are considered temporary declines. The Company tracks each investment with an
unrealized loss and evaluates them on an individual basis for
other-than-temporary impairments including obtaining corroborating opinions from
third party sources, performing trend analysis and reviewing management’s future
plans. Certain of these investments had declines determined by management to be
other-than-temporary and the Company recognized these write-downs through
earnings in the amounts of approximately $0.4 million in 2008, $0.5 million in
2007 and $1.4 million in 2006.
The
investment portfolio primarily consists of Corporate securities and U.S.
Government securities. The Company believes it monitors its investments as
appropriate. The Company’s methodology of assessing other-than-temporary
impairments is based on security-specific analysis as of the balance sheet date
and considers various factors including the length of time to maturity and the
extent to which the fair value has been less than the cost, the financial
condition and the near-term prospects of the issuer, and whether the debtor is
current on its contractually obligated interest and principal payments. Nothing
has come to management’s attention that would lead to the belief that each
issuer would not have the ability to meet the remaining contractual obligations
of the security, including payment at maturity. The Company has the ability and
intent to hold its fixed maturity investments for a period of time sufficient to
allow the Company to recover its costs.
The
adjusted cost and estimated market value of available-for-sale investments at
December 31, 2008 and December 31, 2007, by contractual maturity, were as
follows:
December
31, 2008
|
December
31, 2007
|
|||||||||||||||
Amortized
Cost
|
Estimated
Market
Value
|
Amortized
Cost
|
Estimated
Market
Value
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Due
in one year or less
|
$ | 44,978 | $ | 44,880 | $ | 74,500 | $ | 74,615 | ||||||||
Due
after one year through five years
|
139,050 | 133,936 | 189,321 | 191,073 | ||||||||||||
Due
after five years through ten years
|
77,521 | 76,456 | 117,726 | 118,815 | ||||||||||||
After
ten years
|
249,560 | 244,273 | 218,162 | 222,342 | ||||||||||||
511,109 | 499,545 | 599,709 | 606,845 | |||||||||||||
Mortgage
backed securities
|
12,713 | 11,208 | 15,618 | 15,512 | ||||||||||||
Redeemable
preferred stocks
|
14,509 | 8,868 | 12,509 | 11,374 | ||||||||||||
Equity
securities
|
75 | 10 | 106 | 53 | ||||||||||||
$ | 538,406 | $ | 519,631 | $ | 627,942 | $ | 633,784 |
Investments,
other
The
carrying value of other investments was as follows:
March
31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Short-term
investments
|
$ | 123,769 | $ | 101,638 | ||||
Mortgage
loans, net
|
76,908 | 58,015 | ||||||
Real
estate
|
17,851 | 17,289 | ||||||
Policy
loans
|
4,394 | 4,585 | ||||||
Other
equity investments
|
4,100 | 4,064 | ||||||
$ | 227,022 | $ | 185,591 |
F-18
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Short-term
investments consist primarily of investments in money market funds, mutual funds
and any other investments with short-term characteristics that have original
maturities of less than one year at acquisition. These investments are recorded
at cost, which approximates fair value.
Mortgage
loans are carried at the unpaid balance, less an allowance for probable losses
and any unamortized premium or discount. The allowance for probable losses was
$0.6 million and $0.7 million as of March 31, 2009 and 2008, respectively. The
estimated fair value of these loans as of March 31, 2009 and 2008 approximated
the carrying value. These loans represent first lien mortgages held by the
Company’s insurance subsidiaries.
Real
estate obtained through foreclosure and held for sale is carried at the lower of
fair value at time of foreclosure or current estimated fair value less cost to
sell. Equity investments are carried at cost and assessed for
impairment.
Insurance
policy loans are carried at their unpaid balance.
Note
8: Other Assets
Other
assets were as follows:
March
31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Deposits
|
$ | 72,709 | $ | 80,015 | ||||
Cash
surrender value of life insurance policies
|
26,511 | 25,026 | ||||||
Deferred
charges
|
18,203 | 22,746 | ||||||
Excess
of loss reinsurance recoverable
|
15,000 | - | ||||||
Other
|
1,221 | 1,702 | ||||||
$ | 133,644 | $ | 129,489 |
Note
9: Net Investment and Interest Income
Net
investment and interest income, were as follows:
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands)
|
||||||||||||
Fixed
maturities
|
$ | 38,553 | $ | 46,996 | $ | 47,304 | ||||||
Real
estate
|
(99 | ) | (63 | ) | (95 | ) | ||||||
Insurance
policy loans
|
236 | 269 | 280 | |||||||||
Mortgage
loans
|
4,962 | 4,276 | 4,570 | |||||||||
Short-term,
amounts held by ceding reinsurers, net and other
investments
|
3,539 | 5,521 | 5,690 | |||||||||
Investment
income
|
47,191 | 56,999 | 57,749 | |||||||||
Less:
investment expenses
|
(1,034 | ) | (1,074 | ) | (894 | ) | ||||||
Less:
interest credited on annuity policies
|
(11,824 | ) | (13,509 | ) | (15,060 | ) | ||||||
Investment
income - Related party
|
23,688 | 19,694 | 17,901 | |||||||||
Net
investment and interest income
|
$ | 58,021 | $ | 62,110 | $ | 59,696 |
F-19
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
10: Borrowings
Long-Term
Debt
Long-term
debt was as follows:
March
31,
|
||||||||||||||||
2009
Rate (a)
|
Maturities
|
2009
|
2008
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Real
estate loan (amortizing term)
|
6.93 | % |
2018
|
$ | 275,000 | $ | 285,000 | |||||||||
Real
estate loan (revolving credit)
|
2.35 | % |
2018
|
170,000 | 100,000 | |||||||||||
Senior
mortgages
|
5.47% - 5.75 | % |
2015
|
496,156 | 511,818 | |||||||||||
Construction
loan (revolving credit)
|
2.00 | % |
2009
|
37,280 | 30,783 | |||||||||||
Working
capital loan (revolving credit)
|
- |
2009
|
- | - | ||||||||||||
Fleet
loans (amortizing term)
|
4.87% - 7.42 | % | 2012 - 2016 | 299,505 | 288,806 | |||||||||||
Fleet
loan (securitization)
|
5.40% - 5.56 | % | 2010 - 2014 | 256,690 | 288,270 | |||||||||||
Other
obligations
|
3.64% - 7.50 | % | 2009 - 2015 | 11,859 | - | |||||||||||
Total
AMERCO notes, loans and leases payable
|
$ | 1,546,490 | $ | 1,504,677 | ||||||||||||
(a)
Interest rate as of March 31, 2009, 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. 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 March 31, 2009, the outstanding balance on
the Real Estate Loan was $275.0 million and $170.0 million had been 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 March 31, 2009, the applicable LIBOR was 0.55% and the
applicable margin was 1.50%, the sum of which was 2.05%. 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 provision of the
amended Loan Agreement, is the applicable LIBOR plus the applicable margin. The
margin ranges from 1.50% to 2.00%. At March 31, 2009, the applicable LIBOR was
0.55% and the applicable margin was 1.80%, the sum of which was
2.35%.
The
default provisions of the Real Estate Loan include non-payment of principal or
interest and other standard reporting and change-in-control covenants. There are
limited restrictions regarding our use of the funds.
Senior
Mortgages
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under certain senior mortgages. These senior mortgages loan balances
as of March 31, 2009 were in the aggregate amount of $443.2 million and are due
July 2015. The Senior Mortgages require average monthly principal and interest
payments of $3.0 million with the unpaid loan balance and accrued and unpaid
interest due at maturity. These senior mortgages are secured by certain
properties owned by the borrowers. The interest rates, per the provisions of
these senior mortgages, are 5.68% 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.
F-20
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 $53.0
million as of March 31, 2009. These loans mature in 2015. Rates for these loans
range from 5.47% 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 March 31, 2009, 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 March 31, 2009, the applicable LIBOR
was 0.50% and the margin was 1.50%, the sum of which was 2.00%. 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 March 31, 2009, the Company had utilized $25.0 million of
availability as collateral for a letter of credit, leaving the Company with
$10.0 million of available credit. In April 2009, the letter of credit was
terminated and availability under this facility was increased by $25.0 million.
In May 2009, this facility was renewed for another year.
Fleet
Loans
Rental
Truck Amortizing Loans
U-Haul
International, Inc. and several of its subsidiaries are borrowers under
amortizing term loans. The loans balances as of March 31, 2009 were $299.5
million with the final maturities between April 2012 and April
2016.
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 2.63%.
At March 31, 2009, the applicable LIBOR was 0.52% to 0.56% and applicable
margins were between 1.125% and 2.63%. The interest rates are hedged with
interest rate swaps fixing the rates between 4.87% and 7.42% based on current
margins.
AMERCO
and U-Haul International, Inc. are guarantors 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 March 31, 2009, the outstanding balance was $170.1 million.
The note is secured by the box trucks that were purchased and operating cash
flows associated with their operation.
F-21
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Cargo
Van/Pickup Note has a fixed interest rate of 5.40% with an estimated final
maturity of May 2010. At March 31, 2009, 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. In March 2009, the Company entered into a $2.6 million capital lease for
new rental equipment. The term of the lease is seven years. At March 31, 2009,
the balances on these leases were $11.8 million.
The
Company entered into $0.8 million of premium financing arrangements for one year
expiring in April 2009 at a rate of 3.64%. At March 31, 2009, the outstanding
balance of this arrangement was $0.1 million.
Annual
Maturities of AMERCO Consolidated Notes, Loans and Leases Payable
The
annual maturities of AMERCO consolidated long-term debt as of March 31, 2009 for
the next five years and thereafter is as follows:
March
31,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
Thereafter
|
|||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
Notes,
loans and leases payable, secured
|
$ | 133,265 | $ | 166,702 | $ | 100,940 | $ | 129,302 | $ | 156,833 | $ | 859,448 |
Note
11: Interest on Borrowings
Interest
Expense
Expense’s
associated with loans outstanding were as follows:
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands)
|
||||||||||||
Interest
expense
|
$ | 76,670 | $ | 92,997 | $ | 75,714 | ||||||
Capitalized
interest
|
(693 | ) | (996 | ) | (596 | ) | ||||||
Amortization
of transaction costs
|
4,908 | 5,287 | 3,960 | |||||||||
Interest
expense (income) resulting from derivatives
|
17,585 | 645 | (2,669 | ) | ||||||||
Write-off
of transaction costs related to early extinguishment of
debt
|
- | - | 6,969 | |||||||||
Total
AMERCO interest expense
|
98,470 | 97,933 | 83,378 | |||||||||
SAC
Holding II interest expense
|
- | 7,537 | 13,062 | |||||||||
Less:
Intercompany transactions
|
- | (4,050 | ) | (7,035 | ) | |||||||
Total
SAC Holding II interest expense
|
- | 3,487 | 6,027 | |||||||||
Total
|
$ | 98,470 | $ | 101,420 | $ | 89,405 |
Interest
paid in cash by AMERCO amounted to $73.2 million, $89.8 million and $72.9
million for fiscal 2009, 2008 and 2007, respectively.
F-22
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 currently anticipate non-performance by the
counterparties. Interest rate swap agreements are not entered into for trading
purposes.
Variable
rate debt amount
|
Agreement
Date
|
Effective
Date
|
Expiration
Date
|
Designated
cash flow hedge date
|
|||||||
(In
millions)
|
|||||||||||
$ | 100.0 |
(a),
(c )
|
6/8/2005
|
6/8/2005
|
6/8/2008
|
7/1/2005
|
|||||
100.0 |
(a),
(c )
|
6/8/2005
|
6/8/2005
|
6/8/2010
|
7/1/2005
|
||||||
142.3 |
(a),
(b)
|
11/15/2005
|
5/10/2006
|
4/10/2012
|
5/31/2006
|
||||||
50.0 |
(a)
|
6/21/2006
|
7/10/2006
|
7/10/2013
|
6/9/2006
|
||||||
144.9 |
(a),
(b)
|
6/29/2006
|
10/10/2006
|
10/10/2012
|
6/9/2006
|
||||||
300.0 |
(a)
|
8/18/2006
|
8/18/2006
|
8/10/2018
|
8/4/2006
|
||||||
30.0 |
(a)
|
2/9/2007
|
2/12/2007
|
2/12/2014
|
2/9/2007
|
||||||
20.0 |
(a)
|
3/8/2007
|
3/10/2007
|
3/10/2014
|
3/8/2007
|
||||||
20.0 |
(a)
|
3/8/2007
|
3/10/2007
|
3/10/2014
|
3/8/2007
|
||||||
19.3 |
(a),
(b)
|
4/8/2008
|
8/15/2008
|
6/15/2015
|
3/31/2008
|
||||||
19.0 |
(a)
|
8/27/2008
|
8/29/2008
|
7/10/2015
|
4/10/2008
|
||||||
30.0 |
(a)
|
9/24/2008
|
9/30/2008
|
9/10/2015
|
9/24/2008
|
||||||
15.0 |
(a),
(b)
|
3/26/2009
|
3/30/2009
|
3/30/2016
|
3/25/2009
|
||||||
(a)
interest rate swap agreement
|
|||||||||||
(b)
forward swap
|
|||||||||||
(c )
terminated swap 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 is 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 year ended March
31, 2009, the Company reclassified $1.3 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 twelve
months.
As of
March 31, 2009, the total notional amount of the Company’s variable interest
rate swaps was $580.6 million.
The
location and amounts of derivative fair values in the balance sheet as of March
31, 2009 were as follows:
Liability
Derivatives
|
|||||
As
of March 31, 2009
|
|||||
Balance
Sheet Location
|
Fair
Value
|
||||
(In
thousands)
|
|||||
Interest
rate contracts designated as hedging instruments under Statement
133
|
Accounts
payable and accrued expenses
|
$ | 79,118 |
F-23
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The
Effect of Interest Rate Contracts on the Statement of
Operations
|
||||
March
31, 2009
|
||||
(In
thousands)
|
||||
Amount
of loss recognized in income on interest rate contracts
|
$ | 17,585 | ||
Amount
of loss recognized in AOCI on interest rate contracts (effective
portion)
|
$ | 27,496 | ||
Amount
of loss reclassified from AOCI into income (effective
portion)
|
$ | 18,266 | ||
Amount
of loss recognized in income on interest rate contracts (ineffective
portion and amount excluded from effectiveness testing)
|
$ | 585 |
Amounts
of gains or (losses) recognized in income on derivatives is located in interest
expense in the statement of operations. Refer to Note 3 Accounting Policies of
the Notes to Consolidated Financial Statements.
Interest
Rates
Interest
rates and Company borrowings were as follows:
Revolving
Credit Activity
|
||||||||||||
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands, except interest rates)
|
||||||||||||
Weighted
average interest rate during the year
|
3.67 | % | 6.25 | % | 6.76 | % | ||||||
Interest
rate at year end
|
2.29 | % | 4.80 | % | - | % | ||||||
Maximum
amount outstanding during the year
|
$ | 212,280 | $ | 150,783 | $ | 90,000 | ||||||
Average
amount outstanding during the year
|
$ | 177,520 | $ | 85,522 | $ | 70,027 | ||||||
Facility
fees
|
$ | 622 | $ | 419 | $ | 300 |
Note
12: Stockholders’ Equity
The
Serial common stock may be issued in such series and on such terms as the AMERCO
Board of Directors (the “Board”) shall determine. The Serial preferred stock may
be issued with or without par value. The 6,100,000 shares of Series A, no par,
non-voting, 8½% cumulative preferred stock that are issued and outstanding are
not convertible into, or exchangeable for, shares of any other class or classes
of stock of AMERCO. Dividends on the Series A preferred stock are payable
quarterly in arrears and have priority as to dividends over the common stock of
AMERCO.
F-24
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On
December 5, 2007, we announced that the Board had authorized us to repurchase up
to $50.0 million of our common stock. The stock was repurchased by the Company
from time to time on the open market through December 31, 2008. The extent to
which the Company repurchased its shares and the timing of such purchases were
dependent upon market conditions and other corporate considerations. The
purchases were funded from available working capital. During fiscal 2009, no
shares of our common stock were repurchased, with the exception of the shares
repurchased under our Odd Lot Repurchase Program detailed below
On August
8, 2008, we announced the Board had authorized us to initiate a no-fee Odd Lot
Repurchase Program (the “Program”) to purchase AMERCO common stock held by
persons who own less than 100 shares of AMERCO common stock. The Program offer
expired on December 31, 2008. The following table details the shares purchased
as part of the Program.
Period
|
Total
# of Shares Repurchased
|
Weighted
Average Price Paid per Share
|
Total
$ of Shares Repurchased as Part of Odd Lot Program
|
|||||||||
Cumulative
Plan Total
|
23,526 | $ | 41.47 | $ | 975,722 |
On
December 3, 2008, the Board authorized and directed us to amend the Employee
Stock Ownership Plan (“ESOP”) to provide that distributions under the ESOP with
respect to accounts valued at no more than $1,000 shall be in the form of cash
at the sole discretion of the advisory committee, subject to a participant’s or
beneficiary’s right to elect a distribution of AMERCO common stock. The Board
also authorized us, using management’s discretion, to buy back shares of former
employee ESOP participants whose respective ESOP account balances are valued at
more than $1,000 but who own less than 100 shares, at the then-prevailing market
prices. No such shares have been purchased.
In March
2009, RepWest purchased shares of AMERCO Series A 8 ½% Preferred Stock on the
open market for $0.9 million. RepWest may continue to make investments in
AMERCO’s Preferred Shares in the future.
F-25
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
13: Comprehensive Income (Loss)
A summary
of accumulated other comprehensive income (loss) components were as follows, net
of tax:
Foreign
Currency
Translation
|
Unrealized
Gain
(Loss)
on
Investments
|
Fair
Market
Value
of
Cash
Flow
Hedge
|
Postretirement
Benefit Obligation Gain (Loss)
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Balance
at March 31, 2006
|
$ | (34,247 | ) | $ | 717 | $ | 4,628 | $ | - | $ | (28,902 | ) | ||||||||
Foreign
currency translation
|
(1,919 | ) | - | - | - | (1,919 | ) | |||||||||||||
Unrealized
loss on investments
|
- | (1,072 | ) | - | - | (1,072 | ) | |||||||||||||
Change
in fair value of cash flow hedge
|
- | - | (9,733 | ) | - | (9,733 | ) | |||||||||||||
FASB
statement No. 158 adjustment
|
- | - | - | (153 | ) | (153 | ) | |||||||||||||
Balance
at March 31, 2007
|
(36,166 | ) | (355 | ) | (5,105 | ) | (153 | ) | (41,779 | ) | ||||||||||
Foreign
currency translation
|
8,583 | - | - | - | 8,583 | |||||||||||||||
Unrealized
gain on investments
|
- | 1,946 | - | - | 1,946 | |||||||||||||||
Change
in fair value of cash flow hedge
|
- | - | (25,473 | ) | - | (25,473 | ) | |||||||||||||
Change
in postretirement benefit obligation
|
- | - | - | 1,444 | 1,444 | |||||||||||||||
Balance
at March 31, 2008
|
(27,583 | ) | 1,591 | (30,578 | ) | 1,291 | (55,279 | ) | ||||||||||||
Foreign
currency translation
|
(16,030 | ) | - | - | - | (16,030 | ) | |||||||||||||
Unrealized
loss on investments
|
- | (8,914 | ) | - | - | (8,914 | ) | |||||||||||||
Change
in fair value of cash flow hedge
|
- | - | (17,833 | ) | - | (17,833 | ) | |||||||||||||
Change
in postretirement benefit obligation
|
- | - | - | 56 | 56 | |||||||||||||||
Balance
at March 31, 2009
|
$ | (43,613 | ) | $ | (7,323 | ) | $ | (48,411 | ) | $ | 1,347 | $ | (98,000 | ) | ||||||
F-26
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
14: Provision for Taxes
Earnings
(losses) before taxes and the provision for taxes consisted of the
following:
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands)
|
||||||||||||
Pretax
earnings (losses):
|
||||||||||||
U.S.
|
$ | 18,254 | $ | 100,151 | $ | 149,169 | ||||||
Non-U.S.
|
4,324 | 2,151 | (3,346 | ) | ||||||||
Total
pretax earnings
|
$ | 22,578 | $ | 102,302 | $ | 145,823 | ||||||
Current
provision (benefit)
|
||||||||||||
Federal
|
$ | 5,202 | $ | 15,441 | $ | 47,758 | ||||||
State
|
1,436 | 415 | 2,251 | |||||||||
Non-U.S.
|
(31 | ) | 873 | 338 | ||||||||
6,607 | 16,729 | 50,347 | ||||||||||
Deferred
provision (benefit)
|
||||||||||||
Federal
|
149 | 15,286 | 900 | |||||||||
State
|
1,387 | 1,713 | 5,128 | |||||||||
Non-U.S.
|
1,025 | 790 | (1,105 | ) | ||||||||
2,561 | 17,789 | 4,923 | ||||||||||
Provision
for income tax expense
|
$ | 9,168 | $ | 34,518 | $ | 55,270 | ||||||
Income
taxes paid (net of income tax refunds received)
|
$ | 2.0 | $ | 10.1 | $ | 74.8 |
The
difference between the tax provision at the statutory federal income tax rate
and the tax provision attributable to income before taxes was as
follows:
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
percentages)
|
||||||||||||
Statutory
federal income tax rate
|
35.00 | % | 35.00 | % | 35.00 | % | ||||||
Increase
(reduction) in rate resulting from:
|
||||||||||||
State
taxes, net of federal benefit
|
8.17 | % | 1.36 | % | 3.31 | % | ||||||
Foreign
rate differential
|
(2.30 | )% | 0.89 | % | 0.27 | % | ||||||
Federal
tax credits
|
(2.10 | )% | (0.43 | )% | (0.37 | )% | ||||||
Interest
on deferred tax
|
2.86 | % | 0.88 | % | 0.69 | % | ||||||
Dividend
received deduction
|
- | % | - | % | (0.03 | )% | ||||||
Other
|
(1.02 | )% | (3.96 | )% | (0.97 | )% | ||||||
Actual
tax expense of operations
|
40.61 | % | 33.74 | % | 37.90 | % |
F-27
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Significant
components of the Company’s deferred tax assets and liabilities were as
follows:
March
31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Deferred
tax assets:
|
||||||||
Net
operating loss and credit carry forwards
|
$ | 50,460 | $ | 5,576 | ||||
Accrued
expenses
|
118,390 | 119,458 | ||||||
Policy
benefit and losses, claims and loss expenses payable, net
|
11,935 | 13,744 | ||||||
Unrealized
gains
|
31,006 | 13,828 | ||||||
Other
|
5,196 | 4,975 | ||||||
Total
deferred tax assets
|
216,987 | 157,581 | ||||||
Deferred
tax liabilities:
|
||||||||
Property,
plant and equipment
|
325,575 | 279,563 | ||||||
Deferred
policy acquisition costs
|
3,925 | 4,051 | ||||||
Total
deferred tax liabilities
|
329,500 | 283,614 | ||||||
Net
deferred tax liability
|
$ | 112,513 | $ | 126,033 |
Deferred
tax assets and liabilities shown above are stated net of a valuation allowance
of $2.9 million and $3.7 million for March 31, 2009 and 2008,
respectively.
Deferred
tax assets and liabilities as of March 31, 2009 were reduced by $15.7 million as
a result of the net-of-tax presentation of FAS 115 items, and by $0.4 million
for FAS 158 and other adjustments, which do not flow through the provision for
income tax expense.
At March
31, 2009 and 2008, AMERCO has net operating loss carryforwards of $129.3 million
and $0, respectively, to be carried back and carried forward to offset taxable
income in prior and future years. These carryforwards expire in 2029. In the
event of a change in control, under IRS Section 382, the utilization of our
Federal net operating loss carryforwards would be limited.
Effective
April 1, 2007, the Company adopted FIN 48. FIN 48 prescribes a minimum
recognition threshold and measurement methodology that a tax position is
required to meet before being recognized in the financial statements. As a
result of the adoption of FIN 48, the Company recognized a $6.8 million decrease
to its previous reserves for uncertain tax positions. This decrease is presented
as an increase in the beginning balance of retained earnings for fiscal
2008.
The total
amount of unrecognized tax benefits at April 1, 2008 was $7.1 million. This
entire amount of unrecognized tax benefits if resolved in our favor, would
favorably impact our effective tax rate. During the current fiscal year we
recorded tax expense resulting from uncertain tax positions in the amount of
$0.6 million. At March 31, 2009, the amount of unrecognized tax benefits and the
amount that would favorably affect our effective tax rate was $7.7
million.
A
reconciliation of beginning and ending amount of unrecognized tax benefits are
as follows:
Amount
|
||||
(In
thousands)
|
||||
Unrecognized
tax benefits as of March 31, 2008
|
$ | 7,142 | ||
Additions
based on tax positions related to the current year
|
694 | |||
Reductions
for tax positions of prior years
|
(99 | ) | ||
Unrecognized
tax benefits as of March 31, 2009
|
$ | 7,737 |
F-28
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The
Company recognizes interest related to unrecognized tax benefits as interest
expense, and penalties as operating expenses. At April 1, 2008, the amount of
interest and penalties accrued on unrecognized tax benefits was $2.7 million,
net of tax. During fiscal 2009, we recorded interest expense from interest in
the amount of $0.5 million, net of tax. At March 31, 2009, the amount of
interest and penalties accrued on unrecognized tax benefits was $3.2 million,
net of tax.
The
Company files income tax returns in the U.S. federal jurisdiction, and various
states and foreign jurisdictions. With some exceptions, the Company is no longer
subject to audit for years prior to the fiscal year ended March 31,
2006.
Note
15: Employee Benefit Plans
Profit
Sharing Plans
The
Company provides tax-qualified profit sharing retirement plans for the benefit
of eligible employees, former employees and retirees in the U.S. and Canada. The
plans are designed to provide employees with an accumulation of funds for
retirement on a tax-deferred basis and provide for annual discretionary employer
contributions. Amounts to be contributed are determined by the Chief Executive
Officer (“CEO”) of the Company under the delegation of authority from the Board,
pursuant to the terms of the Profit Sharing Plan. No contributions were made to
the profit sharing plan during fiscal 2009, 2008 or 2007.
The
Company also provides an employee savings plan which allows participants to
defer income under Section 401(k) of the Internal Revenue Code of
1986.
ESOP
Plan
The
Company sponsors a leveraged ESOP that generally covers all employees with one
year or more of service. The ESOP shares initially were pledged as collateral
for its debt which was originally funded by U-Haul. As the debt is repaid,
shares are released from collateral and allocated to active employees, based on
the proportion of debt service paid in the year. When shares are scheduled to be
released from collateral, prorated over the year, the Company reports
compensation expense equal to the current market price of the shares scheduled
to be released, and the shares become outstanding for earnings per share
computations. ESOP compensation expense was $2.9 million, $3.8 million and $4.7
million for fiscal 2009, 2008 and 2007, respectively. Listed below is a summary
of these financing arrangements as of fiscal year-end:
Interest
Payments
|
||||||||||||||||
Financing Date
|
Outstanding
as of March 31,
2009
|
2009
|
2008
|
2007
|
||||||||||||
(In
thousands)
|
||||||||||||||||
June,
1991
|
$ | 7,904 | $ | 560 | $ | 675 | $ | 694 | ||||||||
March,
1999
|
20 | 2 | 4 | 5 | ||||||||||||
February,
2000
|
209 | 19 | 27 | 31 | ||||||||||||
April,
2001
|
147 | 7 | 7 | 6 |
F-29
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Shares
are released from collateral and allocated to active employees based on the
proportion of debt service paid in the plan year. Contributions to the Plan
Trust (“ESOT”) during fiscal 2009, 2008 and 2007 were $2.1 million, $2.1 million
and $2.0 million, respectively.
Shares
held by the Plan were as follows:
Years
Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Allocated
shares
|
1,423 | 1,418 | ||||||
Unreleased
shares
|
340 | 417 | ||||||
Fair
value of unreleased shares
|
$ | 9,414 | $ | 18,576 |
For
purposes of the above schedule, the fair value of unreleased shares issued prior
to 1992 is defined as the historical cost of such shares. The fair value of
unreleased shares issued subsequent to December 31, 1992 is defined as the
trading value of such shares as of March 31, 2009 and March 31, 2008,
respectively.
Insurance
Plans
Oxford
insured various group life and group disability insurance plans covering
employees of the Company. Premiums earned by Oxford on these policies were $3.3
million for the year ended December 31, 2006. The group life premiums were paid
by the Company and those amounts were eliminated from the Company’s financial
statements in consolidation. Oxford discontinued its participation in this
program effective October 2006. The employee group life coverage is now provided
by an unrelated insurer. Oxford was the insurance carrier for the employee
disability plan through April 30, 2007. This program is now provided to
employees by an unrelated insurer. The group disability premiums are paid by the
covered employees.
Post
Retirement and Post Employment Benefits
The
Company provides medical and life insurance benefits to its eligible employees
and their dependents upon retirement from the Company. The retirees must have
attained age sixty-five and earned twenty years of full-time service upon
retirement for coverage under the medical plan. The medical benefits are capped
at a $20,000 lifetime maximum per covered person. The benefits are coordinated
with Medicare and any other medical policies in force. Retirees who have
attained age sixty-five and earned at least ten years of full-time service upon
retirement from the Company are entitled to group term life insurance benefits.
The life insurance benefit is $2,000 plus $100 for each year of employment over
ten years. The plan is not funded and claims are paid as they are incurred. The
Company uses a March 31 measurement date for its post retirement benefit
disclosures.
The
components of net periodic post retirement benefit cost were as
follows:
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands)
|
||||||||||||
Service
cost for benefits earned during the period
|
$ | 411 | $ | 672 | $ | 572 | ||||||
Interest
cost on accumulated postretirement benefit
|
537 | 609 | 464 | |||||||||
Other
components
|
(93 | ) | - | (63 | ) | |||||||
Net
periodic postretirement benefit cost
|
$ | 855 | $ | 1,281 | $ | 973 | ||||||
F-30
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The
fiscal 2009 and fiscal 2008 post retirement benefit liability included the
following components:
Years
Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Beginning
of year
|
$ | 9,213 | $ | 10,784 | ||||
Service
cost for benefits earned during the period
|
411 | 672 | ||||||
Interest
cost on accumulated post retirement benefit
|
537 | 609 | ||||||
Net
benefit payments and expense
|
(413 | ) | (485 | ) | ||||
Actuarial
gain
|
(185 | ) | (2,367 | ) | ||||
Accumulated
postretirement benefit obligation
|
9,563 | 9,213 | ||||||
Current
liabilities
|
595 | 530 | ||||||
Non-current
liabilities
|
8,968 | 8,683 | ||||||
Total
post retirement benefit liability recognized in statement of financial
position
|
9,563 | 9,213 | ||||||
Components
included in accumulated other comprehensive income:
|
||||||||
Unrecognized
net gain
|
2,208 | 2,116 | ||||||
Cumulative
net periodic benefit cost (in excess of employer
contribution)
|
$ | 11,771 | $ | 11,329 |
The
discount rate assumptions in computing the information above were as
follows:
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
percentages)
|
||||||||||||
Accumulated
postretirement benefit obligation
|
6.50 | % | 6.00 | % | 5.75 | % |
In
December 2003, the Medicare Prescription Drug Improvement and Modernization Act
of 2003 became law. Amounts shown on the previous page include the effect of the
subsidy. The discount rate represents the expected yield on a portfolio of high
grade (AA to AAA rated or equivalent) fixed income investments with cash flow
streams sufficient to satisfy benefit obligations under the plan when due.
Fluctuations in the discount rate assumptions primarily reflect changes in U.S.
interest rates. The assumed health care cost trend rate used to measure the
accumulated postretirement benefit obligation as of the end of fiscal 2009 was
9.0% in the initial year and was projected to decline annually to an ultimate
rate of 4.5% in fiscal 2029. The assumed health care cost trend rate used to
measure the accumulated postretirement benefit obligation as of the end of
fiscal 2008 (and used to measure the fiscal 2009 net periodic benefit cost) was
10.0% in the initial year and was projected to decline annually to an ultimate
rate of 5.0% in fiscal 2013.
F-31
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
If the
estimated health care cost trend rate assumptions were increased by one percent,
the accumulated post retirement benefit obligation as of fiscal year-end would
increase by approximately $85,116 and the total of the service cost and interest
cost components would increase by $14,209. A decrease in the estimated health
care cost trend rate assumption of one percent would decrease the accumulated
post retirement benefit obligation as of fiscal year-end by $93,740 and the
total of the service cost and interest cost components would decrease by
$15,999.
Post
employment benefits provided by the Company, other than retirement, are not
material.
Future
net benefit payments are expected as follows:
Amount
|
||||
(In
thousands)
|
||||
Year-ended:
|
||||
2010
|
$ | 595 | ||
2011
|
692 | |||
2012
|
802 | |||
2013
|
899 | |||
2014
|
999 | |||
2015
through 2019
|
5,762 | |||
Total
|
$ | 9,749 |
Note
16: Fair Value Measurements
Effective
April 1, 2008, assets and liabilities recorded at fair value on the condensed
consolidated balance sheet were measured and classified based upon a three
tiered approach to valuation. 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 financial instruments 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; or
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.
F-32
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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)
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Assets
|
||||||||||||||||
Short-term
investments
|
$ | 309,012 | $ | 309,012 | $ | - | $ | - | ||||||||
Fixed
maturities - available for sale
|
510,753 | 492,516 | 15,824 | 2,413 | ||||||||||||
Preferred
stock
|
8,868 | 8,868 | - | - | ||||||||||||
Common
stock
|
10 | 5 | - | 5 | ||||||||||||
Total
|
$ | 828,643 | $ | 810,401 | $ | 15,824 | $ | 2,418 | ||||||||
Liabilities
|
||||||||||||||||
Guaranteed
residual values of TRAC leases
|
- | - | - | - | ||||||||||||
Derivatives
|
$ | 79,118 | $ | - | $ | 79,118 | $ | - | ||||||||
Total
|
$ | 79,118 | $ | - | $ | 79,118 | $ | - | ||||||||
The
following table represents the fair value measurements at March 31, 2009 using
significant unobservable inputs (Level 3).
Fair
Value Measurements Using Significant Unobservable Inputs (Level
3)
|
||||||||||||
(In
thousands)
|
||||||||||||
Fixed
Maturities - Auction Rate Securities
|
Common
Stock
|
Total
|
||||||||||
Balance
at March 31, 2008
|
$ | - | $ | 5 | $ | 5 | ||||||
Common
Stock
|
- | - | - | |||||||||
Balance
at June 30, 2008
|
- | 5 | 5 | |||||||||
Common
Stock
|
- | - | - | |||||||||
Balance
at September 30, 2008
|
- | 5 | 5 | |||||||||
Transfers
in and/or out of Level 3 (a)
|
2,963 | - | 2,963 | |||||||||
Common
Stock
|
- | - | - | |||||||||
Balance
at December 31, 2008
|
2,963 | 5 | 2,968 | |||||||||
Transfers
in and/or out of Level 3
|
- | - | - | |||||||||
Fixed
Maturities - Auction Rate Securities loss (unrealized)
|
(550 | ) | - | (550 | ) | |||||||
Common
Stock
|
- | - | - | |||||||||
Balance
at March 31, 2009
|
$ | 2,413 | $ | 5 | $ | 2,418 |
(a) Reflects the transfer
of auction rate securities for which no meaningful market rate bids are
currently available. The valuation of these assets was based on a pricing matrix
system as determined by the custodian of these securities.
F-33
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
17: Reinsurance and Policy Benefits and Losses, Claims and Loss
Expenses Payable
During
their normal course of business, our insurance subsidiaries assume and cede
reinsurance on both a coinsurance and a risk premium basis. They also obtain
reinsurance for that portion of risks exceeding their retention limits. The
maximum amount of life insurance retained on any one life is
$150,000.
Direct
Amount
(a)
|
Ceded
to
Other
Companies
|
Assumed
from
Other
Companies
|
Net
Amount
(a)
|
Percentage
of
Amount
Assumed
to Net
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Year
ended December 31, 2008
|
||||||||||||||||||||
Life
insurance in force
|
$ | 387,783 | $ | 4,499 | $ | 1,147,982 | $ | 1,531,266 | 75 | % | ||||||||||
Premiums
earned:
|
||||||||||||||||||||
Life
|
$ | 16,240 | $ | 36 | $ | 5,020 | $ | 21,224 | 24 | % | ||||||||||
Accident
and health
|
81,241 | 1,066 | 4,581 | 84,756 | 5 | % | ||||||||||||||
Annuity
|
1,436 | - | 2,156 | 3,592 | 60 | % | ||||||||||||||
Property
and casualty
|
19,253 | 83 | 9,167 | 28,337 | 32 | % | ||||||||||||||
Total
|
$ | 118,170 | $ | 1,185 | $ | 20,924 | $ | 137,909 | ||||||||||||
Year
ended December 31, 2007
|
||||||||||||||||||||
Life
insurance in force
|
$ | 328,384 | $ | 4,682 | $ | 1,428,242 | $ | 1,751,944 | 82 | % | ||||||||||
Premiums
earned:
|
||||||||||||||||||||
Life
|
$ | 10,669 | $ | 35 | $ | 4,823 | $ | 15,457 | 31 | % | ||||||||||
Accident
and health
|
88,658 | 1,230 | 5,155 | 92,583 | 6 | % | ||||||||||||||
Annuity
|
545 | - | 3,411 | 3,956 | 86 | % | ||||||||||||||
Property
and casualty
|
19,373 | 39 | 9,054 | 28,388 | 32 | % | ||||||||||||||
Total
|
$ | 119,245 | $ | 1,304 | $ | 22,443 | $ | 140,384 | ||||||||||||
Year
ended December 31, 2006
|
||||||||||||||||||||
Life
insurance in force
|
$ | 393,400 | $ | 5,662 | $ | 1,483,250 | $ | 1,870,988 | 79 | % | ||||||||||
Premiums
earned:
|
||||||||||||||||||||
Life
|
$ | 9,569 | $ | 315 | $ | 4,980 | $ | 14,234 | 35 | % | ||||||||||
Accident
and health
|
96,285 | 1,390 | 6,234 | 101,129 | 6 | % | ||||||||||||||
Annuity
|
2,558 | - | 2,478 | 5,036 | 49 | % | ||||||||||||||
Property
and casualty
|
18,710 | 2,220 | 7,845 | 24,335 | 32 | % | ||||||||||||||
Total
|
$ | 127,122 | $ | 3,925 | $ | 21,537 | $ | 144,734 |
(a) Balances
are reported net of inter-segment transactions.
F-34
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Premiums
eliminated in consolidation with Life Insurance were $1.2 million for fiscal
2007.
To the
extent that a re-insurer is unable to meet its obligation under the related
reinsurance agreements, RepWest would remain liable for the unpaid losses and
loss expenses. Pursuant to certain of these agreements, RepWest holds letters of
credit at years-end in the amount of $3.6 million from re-insurers and has
issued letters of credit in the amount of $13.4 million in favor of certain
ceding companies.
Policy
benefits and losses, claims and loss expenses payable for Property and Casualty
were as follows:
Years
Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Unpaid
losses and loss adjustment expense
|
$ | 287,501 | $ | 288,410 | ||||
Reinsurance
losses payable
|
929 | 2,708 | ||||||
Unearned
premiums
|
19 | 200 | ||||||
Total
|
$ | 288,449 | $ | 291,318 | ||||
Activity
in the liability for unpaid losses and loss adjustment expenses for Property and
Casualty is summarized as follows:
Years
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
(In
thousands)
|
||||||||||||
Balance
at January 1
|
$ | 288,410 | $ | 288,783 | $ | 346,928 | ||||||
Less:
reinsurance recoverable
|
164,181 | 144,950 | 181,388 | |||||||||
Net
balance at January 1
|
124,229 | 143,833 | 165,540 | |||||||||
Incurred
related to:
|
||||||||||||
Current
year
|
8,497 | 7,094 | 6,006 | |||||||||
Prior
years
|
9,384 | 11,894 | 15,895 | |||||||||
Total
incurred
|
17,881 | 18,988 | 21,901 | |||||||||
Paid
related to:
|
||||||||||||
Current
year
|
5,006 | 3,289 | 3,492 | |||||||||
Prior
years
|
22,701 | 35,303 | 40,116 | |||||||||
Total
paid
|
27,707 | 38,592 | 43,608 | |||||||||
Net
balance at December 31
|
114,403 | 124,229 | 143,833 | |||||||||
Plus:
reinsurance recoverable
|
173,098 | 164,181 | 144,950 | |||||||||
Balance
at December 31
|
$ | 287,501 | $ | 288,410 | $ | 288,783 |
The
liability for incurred losses and loss adjustment expenses (net of reinsurance
recoverable of $173.1 million) decreased by $9.8 million in 2008. The decrease
is a result of resolving claims associated with terminated unprofitable
programs.
F-35
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
18: 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 2016, with the exception of one land lease expiring in 2034. At March
31, 2009, AMERCO has guaranteed $183.4 million of residual values for these
rental equipment assets at the end of the respective lease terms. Certain leases
contain renewal and fair market value purchase options as well as mileage and
other restrictions. At the expiration of the lease, the Company has the option
to renew the lease, purchase the asset for fair market value, or sell the asset
to a third party on behalf of the lessor. AMERCO has been leasing equipment
since 1987 and has experienced no material losses relating to these types of
residual value guarantees.
Lease
expenses were as follows:
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands)
|
||||||||||||
Lease
expense
|
$ | 152,424 | $ | 133,931 | $ | 147,659 |
Lease
commitments for leases having terms of more than one year were as
follows:
Property,
Plant
and
Equipment
|
Rental
Equipment
|
Total
|
||||||||||
(In
thousands)
|
||||||||||||
Year-ended
March 31:
|
||||||||||||
2010
|
$ | 13,168 | $ | 134,090 | $ | 147,258 | ||||||
2011
|
12,915 | 113,446 | 126,361 | |||||||||
2012
|
12,676 | 97,725 | 110,401 | |||||||||
2013
|
12,335 | 84,285 | 96,620 | |||||||||
2014
|
11,323 | 66,266 | 77,589 | |||||||||
Thereafter
|
7,859 | 59,118 | 66,977 | |||||||||
Total
|
$ | 70,276 | $ | 554,930 | $ | 625,206 | ||||||
F-36
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
19: 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 regard to demand futility. The appeals are currently pending and the
issues will be fully briefed before the Nevada Supreme Court by September 13,
2009.
Environmental
AMERCO is
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 may
significantly affect Real Estate’s business operations. Among other things,
these requirements regulate the discharge of materials into the water, air and
land and govern the use and disposal of hazardous substances. Real Estate is
aware of issues regarding hazardous substances on some of its properties. Real
Estate regularly makes capital and operating expenditures to stay in compliance
with environmental laws and has put in place a remedial plan at each site where
it believes such a plan is necessary. Since 1988, Real Estate has managed a
testing and removal program for underground storage tanks.
Based
upon the information currently available to Real Estate, compliance with the
environmental laws and its share of the costs of investigation and cleanup of
known hazardous waste sites are not expected to result in a material adverse
effect on AMERCO’s financial position or results of operations. Real Estate
expects to spend approximately $5.2 million in total through 2011 to remediate
these properties.
F-37
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Other
The
Company is named as a defendant in various other litigation and claims arising
out of the normal course of business. In management’s opinion, none of these
other matters will have a material effect on the Company’s financial position
and results of operations.
Note
20: Related Party Transactions
AMERCO
has engaged in related party transactions and has continuing related party
interests with certain major stockholders, directors and officers of the
consolidated group as disclosed below. Management believes that the transactions
described below and in the related notes were consummated on terms equivalent to
those that would prevail in arm’s-length transactions.
SAC
Holdings was established in order to acquire self-storage properties. These
properties are being managed by the Company pursuant to management agreements.
The sale of self-storage properties by the Company to SAC Holdings has in the
past provided significant cash flows to the Company.
Management
believes that its sales of self-storage properties to SAC Holdings has provided
a unique structure for the Company to earn moving equipment rental revenues and
property management fee revenues from the SAC Holdings self-storage properties
that the Company manages.
During
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. 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 $18.4 million, $18.6 million and $19.2 million, and received cash
interest payments of $14.1 million, $19.2 million and $44.5 million, from SAC
Holdings during fiscal 2009, 2008 and 2007, respectively. The cash interest
payments for fiscal 2007 included a payment to significantly reduce the
outstanding interest receivable from SAC Holdings. The largest aggregate amount
of notes receivable outstanding during fiscal 2009 was $198.1 million and the
aggregate notes receivable balance at March 31, 2009 was $197.6 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
fiscal 2009, AMERCO and U-Haul held various junior notes with Private Mini
Storage Realty L.P. (“Private Mini”). The equity interests of Private Mini are
ultimately controlled by Blackwater. The Company recorded interest income of
$5.3 million, $5.1 million and $5.0 million, and received cash interest payments
of $5.3 million, $5.1 million and $5.0 million, from Private Mini during fiscal
2009, 2008 and 2007, respectively. The balance of notes receivable from Private
Mini at March 31, 2009 was $68.2 million. The largest aggregate amount
outstanding during fiscal 2009 was $69.1 million.
F-38
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO 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 $24.3 million, $23.7
million and $23.5 million from the above mentioned entities during fiscal 2009,
2008 and 2007, respectively. This management fee is consistent with the fee
received for other properties the Company previously managed for third parties.
SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini are substantially controlled
by Blackwater. Mercury is substantially controlled by Mark V.
Shoen. James P. Shoen, a significant shareholder and director of
AMERCO, has an interest in Mercury.
The
Company leases space for marketing company offices, vehicle repair shops and
hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy.
Total lease payments pursuant to such leases were $2.4 million, $2.1 million and
$2.7 million for fiscal 2009, 2008 and 2007, respectively. The terms of the
leases are similar to the terms of leases for other properties owned by
unrelated parties that are leased to the Company.
At March
31, 2009, 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 revenue. The Company paid the above mentioned entities $34.7
million, $36.0 million and $36.6 million, respectively in commissions pursuant
to such dealership contracts during fiscal 2009, 2008 and 2007,
respectively.
These
agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and
Private Mini, excluding Dealer Agreements, provided revenues of $43.2 million,
expenses of $2.4 million and cash flows of $38.1 million during fiscal 2009.
Revenues and commission expenses related to the Dealer Agreements were $164.0
million and $34.7 million, respectively.
In prior
years, U-Haul sold various properties to SAC Holdings at prices in excess of
U-Haul’s carrying values resulting in gains which U-Haul deferred and treated as
additional paid-in capital. The transferred properties have historically been
stated at the original cost basis as the gains were eliminated in consolidation.
In March 2004, a portion of these deferred gains were recognized and treated as
contributions from a related party in the amount of $111.0 million as a result
of the deconsolidation of SAC Holding Corporation. In November 2007, the
remaining portion of these deferred gains were recognized and treated as
contributions from a related party in the amount of $46.1 million as a result of
the deconsolidation of SAC Holding II.
In March
2009, RepWest purchased shares of AMERCO Series A 8 ½% Preferred Stock on the
open market for $0.9 million. RepWest may continue to make investments in
AMERCO’s Preferred Shares in the future.
Related
Party Assets
March
31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
U-Haul
notes, receivables and interest from Private Mini
|
$ | 70,584 | $ | 71,038 | ||||
U-Haul
notes receivable from SAC Holdings Corporation
|
197,552 | 198,144 | ||||||
U-Haul
interest receivable from SAC Holdings Corporation
|
8,815 | 4,498 | ||||||
U-Haul
receivable from SAC Holdings Corporation
|
20,517 | 20,617 | ||||||
U-Haul
receivable from Mercury
|
6,264 | 6,791 | ||||||
Other
|
(198 | ) | 2,798 | |||||
$ | 303,534 | $ | 303,886 | |||||
F-39
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
21: Statutory Financial Information of Insurance Subsidiaries
Applicable
laws and regulations of the State of Arizona require Property and Casualty
Insurance and Life Insurance to maintain minimum capital and surplus determined
in accordance with statutory accounting principles. Audited statutory net income
(loss) and statutory capital and surplus for the years-ended are listed
below:
Years
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
(In
thousands)
|
||||||||||||
RepWest:
|
||||||||||||
Audited
statutory net income
|
$ | 6,724 | $ | 11,000 | $ | 8,980 | ||||||
Audited
statutory capital and surplus
|
103,842 | 110,197 | 101,236 | |||||||||
NAFCIC:
|
||||||||||||
Audited
statutory net income (loss)
|
13 | (95 | ) | 517 | ||||||||
Audited
statutory capital and surplus
|
3,025 | 3,013 | 4,512 | |||||||||
ARCOA*:
|
||||||||||||
Audited
statutory net loss
|
(29 | ) | - | - | ||||||||
Audited
statutory capital and surplus
|
3,471 | - | - | |||||||||
Oxford:
|
||||||||||||
Audited
statutory net income
|
9,789 | 13,038 | 14,869 | |||||||||
Audited
statutory capital and surplus
|
129,702 | 124,015 | 112,998 | |||||||||
CFLIC:
|
||||||||||||
Audited
statutory net income
|
4,712 | 4,066 | 2,652 | |||||||||
Audited
statutory capital and surplus
|
34,357 | 25,075 | 21,040 | |||||||||
NAI:
|
||||||||||||
Audited
statutory net income
|
1,663 | 6,374 | 6,198 | |||||||||
Audited
statutory capital and surplus
|
10,340 | 15,824 | 17,432 | |||||||||
DGLIC**:
|
||||||||||||
Audited
statutory net income (loss)
|
299 | 337 | (700 | ) | ||||||||
Audited
statutory capital and surplus
|
4,528 | 4,199 | 4,354 | |||||||||
*
Commenced business in June 2008.
|
||||||||||||
**
Acquired by CFLIC February 2006.
|
The
amount of dividends that can be paid to shareholders by insurance companies
domiciled in the State of Arizona is limited. Any dividend in excess of the
limit requires prior regulatory approval. The statutory surplus for Oxford at
December 31, 2008 that could be distributed as ordinary dividends was $12.7
million. The statutory surplus for RepWest at December 31, 2008 that could be
distributed as ordinary dividends was $9.1 million. In September 2008, RepWest
paid $5.5 million in ordinary dividends to AMERCO.
F-40
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
22: Financial Information by Geographic Area
Financial
information by geographic area for fiscal 2009 is as follows:
Year Ended
|
United
States
|
Canada
|
Consolidated
|
|||||||||
(All
amounts are in thousands U.S. $'s)
|
||||||||||||
March
31, 2009
|
||||||||||||
Total
revenues
|
$ | 1,881,635 | $ | 110,631 | $ | 1,992,266 | ||||||
Depreciation
and amortization, net of (gains) losses on disposal
|
269,658 | 7,949 | 277,607 | |||||||||
Interest
expense
|
97,863 | 607 | 98,470 | |||||||||
Pretax
earnings
|
18,254 | 4,324 | 22,578 | |||||||||
Income
tax expense
|
8,174 | 994 | 9,168 | |||||||||
Identifiable
assets
|
3,733,300 | 91,773 | 3,825,073 |
Financial
information by geographic area for fiscal 2008 is as follows:
Year Ended
|
United
States
|
Canada
|
Consolidated
|
|||||||||
(All
amounts are in thousands U.S. $'s)
|
||||||||||||
March
31, 2008
|
||||||||||||
Total
revenues
|
$ | 1,938,505 | $ | 110,669 | $ | 2,049,174 | ||||||
Depreciation
and amortization, net of (gains) losses on disposal
|
225,774 | 9,289 | 235,063 | |||||||||
Interest
expense
|
100,685 | 735 | 101,420 | |||||||||
Pretax
earnings
|
100,151 | 2,151 | 102,302 | |||||||||
Income
tax expense
|
32,855 | 1,663 | 34,518 | |||||||||
Identifiable
assets
|
3,720,991 | 111,496 | 3,832,487 |
Financial
information by geographic area for fiscal 2007 is as follows:
Year Ended
|
United
States
|
Canada
|
Consolidated
|
|||||||||
(All
amounts are in thousands U.S. $'s)
|
||||||||||||
March
31, 2007
|
||||||||||||
Total
revenues
|
$ | 1,977,818 | $ | 91,480 | $ | 2,069,298 | ||||||
Depreciation
and amortization, net of (gains) losses on disposal
|
199,485 | 7,242 | 206,727 | |||||||||
Interest
expense
|
81,882 | 554 | 82,436 | |||||||||
Pretax
earnings (losses)
|
149,169 | (3,346 | ) | 145,823 | ||||||||
Income
tax expense (benefit)
|
56,037 | (767 | ) | 55,270 | ||||||||
Identifiable
assets
|
3,431,960 | 91,088 | 3,523,048 |
F-41
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
22A: Consolidating Financial Information by Industry
Segment
AMERCO
has three reportable segments. They are Moving and Storage, Property and
Casualty Insurance and Life Insurance. SAC Holding II was also a reportable
segment through October 2007. 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 sheets as of March 31, 2009 and 2008 include the accounts
of AMERCO and its wholly-owned subsidiaries. The March 31, 2009 statements of
operations and cash flows include AMERCO and its wholly-owned subsidiaries. The
March 31, 2008 statements of operations and cash flows include AMERCO and its
wholly-owned subsidiaries for the entire year, and reflect SAC Holding II for
the seven months ended October 31, 2007. The March 31, 2007 statements of
operations and cash flows include the accounts of AMERCO and its wholly-owned
subsidiaries and SAC Holding II.
|
AMERCO’s
three current reportable segments are (and former reportable segment
was):
|
|
(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 and
ARCOA,
|
|
(c)
|
Life
Insurance, comprised of Oxford and its subsidiaries,
and
|
|
(d)
|
SAC
Holding II and its subsidiaries (through October
2007).
|
The
information includes elimination entries necessary to consolidate AMERCO, the
parent, with its subsidiaries and SAC Holding II and its subsidiaries through
October 2007.
Investments
in subsidiaries are accounted for by the parent using the equity method of
accounting.
F-42
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
23A: Financial Information by Consolidating Industry Segment:
Consolidating
balance sheets by industry segment as of March 31, 2009 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
|
$ | 38 | $ | 213,040 | $ | - | $ | - | $ | 213,078 | $ | 19,197 | $ | 8,312 | $ | - | $ | 240,587 | ||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
- | 18,264 | 31 | - | 18,295 | 184,912 | 10,646 | - | 213,853 | |||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
- | 1,892 | 1,039 | - | 2,931 | - | - | - | 2,931 | |||||||||||||||||||||||||||||
Inventories,
net
|
- | 70,749 | - | - | 70,749 | - | - | - | 70,749 | |||||||||||||||||||||||||||||
Prepaid
expenses
|
1,129 | 53,001 | 71 | - | 54,201 | - | - | - | 54,201 | |||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
- | - | - | - | - | 89,892 | 429,739 | - | 519,631 | |||||||||||||||||||||||||||||
Investments,
other
|
- | 874 | 13,697 | - | 14,571 | 113,724 | 98,727 | - | 227,022 | |||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
- | - | - | - | - | - | 44,993 | - | 44,993 | |||||||||||||||||||||||||||||
Other
assets
|
9 | 103,607 | 28,807 | - | 132,423 | 849 | 372 | - | 133,644 | |||||||||||||||||||||||||||||
Related
party assets
|
1,206,555 | 247,809 | 46,326 | (1,195,060 | ) |
(c)
|
305,630 | 3,178 | - | (5,274 | ) |
(c)
|
303,534 | |||||||||||||||||||||||||
1,207,731 | 709,236 | 89,971 | (1,195,060 | ) | 811,878 | 411,752 | 592,789 | (5,274 | ) | 1,811,145 | ||||||||||||||||||||||||||||
Investment
in subsidiaries
|
(321,215 | ) | - | - | 625,863 |
(b)
|
304,648 | - | - | (304,648 | ) |
(b)
|
- | |||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||
Land
|
- | 39,599 | 173,145 | - | 212,744 | - | - | - | 212,744 | |||||||||||||||||||||||||||||
Buildings
and improvements
|
- | 126,957 | 793,337 | - | 920,294 | - | - | - | 920,294 | |||||||||||||||||||||||||||||
Furniture
and equipment
|
301 | 314,849 | 18,164 | - | 333,314 | - | - | - | 333,314 | |||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
- | 214,988 | - | - | 214,988 | - | - | - | 214,988 | |||||||||||||||||||||||||||||
Rental
trucks
|
- | 1,666,151 | - | - | 1,666,151 | - | - | - | 1,666,151 | |||||||||||||||||||||||||||||
301 | 2,362,544 | 984,646 | - | 3,347,491 | - | - | - | 3,347,491 | ||||||||||||||||||||||||||||||
Less: Accumulated
depreciation
|
(256 | ) | (1,013,377 | ) | (319,930 | ) | - | (1,333,563 | ) | - | - | - | (1,333,563 | ) | ||||||||||||||||||||||||
Total
property, plant and equipment
|
45 | 1,349,167 | 664,716 | - | 2,013,928 | - | - | - | 2,013,928 | |||||||||||||||||||||||||||||
Total
assets
|
$ | 886,561 | $ | 2,058,403 | $ | 754,687 | $ | (569,197 | ) | $ | 3,130,454 | $ | 411,752 | $ | 592,789 | $ | (309,922 | ) | $ | 3,825,073 | ||||||||||||||||||
(a) Balances
as of December 31, 2008
|
||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries
|
||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
F-43
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating
balance sheets by industry segment as of March 31, 2009 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
|
$ | 2,228 | $ | 312,863 | $ | 4,518 | $ | - | $ | 319,609 | $ | - | $ | 9,618 | $ | - | $ | 329,227 | ||||||||||||||||||||
AMERCO's
notes, loans and leases payable
|
- | 622,588 | 923,902 | - | 1,546,490 | - | - | - | 1,546,490 | |||||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
- | 358,280 | - | - | 358,280 | 288,449 | 132,580 | - | 779,309 | |||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
- | - | - | - | - | - | 303,332 | - | 303,332 | |||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | 9,776 | 2,185 | - | 11,961 | |||||||||||||||||||||||||||||
Deferred
income
|
- | 24,612 | - | - | 24,612 | - | - | - | 24,612 | |||||||||||||||||||||||||||||
Deferred
income taxes
|
161,039 | - | - | - | 161,039 | (36,758 | ) | (11,768 | ) | - | 112,513 | |||||||||||||||||||||||||||
Related
party liabilities
|
- | 1,197,855 | - | (1,195,060 | ) |
(c)
|
2,795 | 2,358 | 121 | (5,274 | ) |
(c)
|
- | |||||||||||||||||||||||||
Total
liabilities
|
163,267 | 2,516,198 | 928,420 | (1,195,060 | ) | 2,412,825 | 263,825 | 436,068 | (5,274 | ) | 3,107,444 | |||||||||||||||||||||||||||
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 | 3,301 | 2,500 | (5,801 | ) |
(b)
|
10,497 | |||||||||||||||||||||||||
Additional
paid-in capital
|
420,588 | 121,230 | 147,481 | (268,711 | ) |
(b)
|
420,588 | 89,620 | 26,271 | (115,891 | ) |
(b)
|
420,588 | |||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(98,000 | ) | (90,677 | ) | - | 90,677 |
(b)
|
(98,000 | ) | (3,589 | ) | (3,734 | ) | 7,323 |
(b)
|
(98,000 | ) | |||||||||||||||||||||
Retained
earnings (deficit)
|
915,862 | (483,223 | ) | (321,215 | ) | 804,438 |
(b)
|
915,862 | 58,595 | 131,684 | (190,279 | ) |
(b)
|
915,862 | ||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(525,653 | ) | - | - | - | (525,653 | ) | - | - | - | (525,653 | ) | ||||||||||||||||||||||||||
Unearned
employee stock ownership plan shares
|
- | (5,665 | ) | - | - | (5,665 | ) | - | - | - | (5,665 | ) | ||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
723,294 | (457,795 | ) | (173,733 | ) | 625,863 | 717,629 | 147,927 | 156,721 | (304,648 | ) | 717,629 | ||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$ | 886,561 | $ | 2,058,403 | $ | 754,687 | $ | (569,197 | ) | $ | 3,130,454 | $ | 411,752 | $ | 592,789 | $ | (309,922 | ) | $ | 3,825,073 | ||||||||||||||||||
(a) Balances
as of December 31, 2008
|
||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries
|
||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
F-44
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO 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 | 171,954 | 10,255 | - | 202,765 | |||||||||||||||||||||||||||||
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 | 1,159 | 543 | - | 129,489 | |||||||||||||||||||||||||||||
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
|
F-45
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO 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 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
|
F-46
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating
statements of operations by industry segment for period ending March 31, 2009
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)
|
||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$ | - | $ | 1,423,330 | $ | - | $ | - | $ | 1,423,330 | $ | - | $ | - | (308 | ) |
(c)
|
$ | 1,423,022 | |||||||||||||||||||||
Self-storage
revenues
|
- | 108,859 | 1,689 | - | 110,548 | - | - | - | 110,548 | |||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
- | 199,394 | - | - | 199,394 | - | - | - | 199,394 | |||||||||||||||||||||||||||||||
Property
management fees
|
- | 23,192 | - | - | 23,192 | - | - | - | 23,192 | |||||||||||||||||||||||||||||||
Life
insurance premiums
|
- | - | - | - | - | - | 109,572 | - | 109,572 | |||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
- | - | - | - | - | 28,337 | - | - | 28,337 | |||||||||||||||||||||||||||||||
Net
investment and interest income
|
4,389 | 25,441 | 35 | - | 29,865 | 9,082 | 20,402 | (1,328 | ) | (b,d) | 58,021 | |||||||||||||||||||||||||||||
Other
revenue
|
- | 42,379 | 70,949 | (76,608 | ) |
(b)
|
36,720 | - | 5,082 | (1,622 | ) |
(b)
|
40,180 | |||||||||||||||||||||||||||
Total
revenues
|
4,389 | 1,822,595 | 72,673 | (76,608 | ) | 1,823,049 | 37,419 | 135,056 | (3,258 | ) | 1,992,266 | |||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
8,873 | 1,080,255 | 10,166 | (76,608 | ) |
(b)
|
1,022,686 | 12,011 | 21,348 | (8,807 | ) | (b,c,d | ) | 1,047,238 | ||||||||||||||||||||||||||
Commission
expenses
|
- | 171,303 | - | - | 171,303 | - | - | - | 171,303 | |||||||||||||||||||||||||||||||
Cost
of sales
|
- | 114,387 | - | - | 114,387 | - | - | - | 114,387 | |||||||||||||||||||||||||||||||
Benefits
and losses
|
- | - | - | - | - | 17,881 | 83,588 | 6,790 |
(c)
|
108,259 | ||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 22 | 12,372 | - | 12,394 | |||||||||||||||||||||||||||||||
Lease
expense
|
91 | 153,534 | 7 | - | 153,632 | - | - | (1,208 | ) |
(b)
|
152,424 | |||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
18 | 254,960 | 10,235 | - | 265,213 | - | - | - | 265,213 | |||||||||||||||||||||||||||||||
Total
costs and expenses
|
8,982 | 1,774,439 | 20,408 | (76,608 | ) | 1,727,221 | 29,914 | 117,308 | (3,225 | ) | 1,871,218 | |||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
(41,557 | ) | - | - | 57,809 |
(e)
|
16,252 | - | - | (16,252 | ) |
(e)
|
- | |||||||||||||||||||||||||||
Earnings
(loss) from operations
|
(46,150 | ) | 48,156 | 52,265 | 57,809 | 112,080 | 7,505 | 17,748 | (16,285 | ) | 121,048 | |||||||||||||||||||||||||||||
Interest
income (expense)
|
92,854 | (151,163 | ) | (40,194 | ) | - | (98,503 | ) | - | - | 33 |
(d)
|
(98,470 | ) | ||||||||||||||||||||||||||
Pretax
earnings (loss)
|
46,704 | (103,007 | ) | 12,071 | 57,809 | 13,577 | 7,505 | 17,748 | (16,252 | ) | 22,578 | |||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
(33,294 | ) | 38,827 | (5,700 | ) | - | (167 | ) | (2,494 | ) | (6,507 | ) | - | (9,168 | ) | |||||||||||||||||||||||||
Net
earnings (loss)
|
13,410 | (64,180 | ) | 6,371 | 57,809 | 13,410 | 5,011 | 11,241 | (16,252 | ) | 13,410 | |||||||||||||||||||||||||||||
Less: Preferred
stock dividends
|
(12,963 | ) | - | - | - | (12,963 | ) | - | - | - | (12,963 | ) | ||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$ | 447 | $ | (64,180 | ) | $ | 6,371 | $ | 57,809 | $ | 447 | $ | 5,011 | $ | 11,241 | $ | (16,252 | ) | $ | 447 | ||||||||||||||||||||
(a) Balances
for the year ended December 31, 2008
|
||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income
|
||||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany premiums
|
||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate equity in earnings of subsidiaries
|
F-47
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating
statements of operations by industry segment for period ending March 31, 2008
are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II (h)
|
Eliminations
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$ | - | $ | 1,451,292 | $ | - | $ | - | $ | 1,451,292 | $ | - | $ | - | $ | - | $ | 1,451,292 | $ | 5,846 | $ | (5,846 | ) |
(b)
|
$ | 1,451,292 | ||||||||||||||||||||||||||||
Self-storage
revenues
|
- | 108,965 | 1,814 | - | 110,779 | - | - | - | 110,779 | 11,469 | - | 122,248 | ||||||||||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
- | 207,759 | - | - | 207,759 | - | - | - | 207,759 | 10,039 | - | 217,798 | ||||||||||||||||||||||||||||||||||||||||||
Property
management fees
|
- | 24,520 | - | - | 24,520 | - | - | - | 24,520 | - | (1,700 | ) |
(g)
|
22,820 | ||||||||||||||||||||||||||||||||||||||||
Life
insurance premiums
|
- | - | - | - | - | - | 111,996 | - | 111,996 | - | - | 111,996 | ||||||||||||||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
- | - | - | - | - | 28,388 | - | - | 28,388 | - | - | 28,388 | ||||||||||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
4,498 | 30,250 | 158 | - | 34,906 | 12,090 | 20,935 | (1,771 | ) | (b,d) | 66,160 | - | (4,050 | ) |
(d)
|
62,110 | ||||||||||||||||||||||||||||||||||||||
Other
revenue
|
- | 33,645 | 70,163 | (74,834 | ) |
(b)
|
28,974 | - | 4,517 | (1,303 | ) |
(b)
|
32,188 | 748 | (414 | ) |
(b)
|
32,522 | ||||||||||||||||||||||||||||||||||||
Total
revenues
|
4,498 | 1,856,431 | 72,135 | (74,834 | ) | 1,858,230 | 40,478 | 137,448 | (3,074 | ) | 2,033,082 | 28,102 | (12,010 | ) | 2,049,174 | |||||||||||||||||||||||||||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
10,071 | 1,094,806 | 9,862 | (74,834 | ) |
(b)
|
1,039,905 | 11,999 | 23,847 | (8,075 | ) | (b,c,d) | 1,067,676 | 13,510 | (1,700 | ) |
(g)
|
1,079,486 | ||||||||||||||||||||||||||||||||||||
Commission
expenses
|
- | 173,791 | - | - | 173,791 | - | - | - | 173,791 | - | (5,846 | ) |
(b)
|
167,945 | ||||||||||||||||||||||||||||||||||||||||
Cost
of sales
|
- | 115,018 | - | - | 115,018 | - | - | - | 115,018 | 5,192 | - | 120,210 | ||||||||||||||||||||||||||||||||||||||||||
Benefits
and losses
|
- | - | - | - | - | 19,045 | 83,408 | 6,364 |
(c)
|
108,817 | - | - | 108,817 | |||||||||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 190 | 12,991 | - | 13,181 | - | - | 13,181 | ||||||||||||||||||||||||||||||||||||||||||
Lease
expense
|
94 | 135,401 | 50 | - | 135,545 | - | - | (1,200 | ) |
(b)
|
134,345 | - | (414 | ) |
(b)
|
133,931 | ||||||||||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
515 | 220,696 | (476 | ) | - | 220,735 | - | - | - | 220,735 | 1,474 | (327 | ) |
(e)
|
221,882 | |||||||||||||||||||||||||||||||||||||||
Total
costs and expenses
|
10,680 | 1,739,712 | 9,436 | (74,834 | ) | 1,684,994 | 31,234 | 120,246 | (2,911 | ) | 1,833,563 | 20,176 | (8,287 | ) | 1,845,452 | |||||||||||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
15,426 | - | - | 4,086 |
(f)
|
19,512 | - | - | (19,512 | ) |
(f)
|
- | - | - | - | |||||||||||||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
222 | - | - | - | 222 | - | - | - | 222 | - | (222 | ) |
(f)
|
- | ||||||||||||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
15,648 | - | - | 4,086 | 19,734 | - | - | (19,512 | ) | 222 | - | (222 | ) | - | ||||||||||||||||||||||||||||||||||||||||
Earnings
from operations
|
9,466 | 116,719 | 62,699 | 4,086 | 192,970 | 9,244 | 17,202 | (19,675 | ) | 199,741 | 7,926 | (3,945 | ) | 203,722 | ||||||||||||||||||||||||||||||||||||||||
Interest
income (expense)
|
88,613 | (136,041 | ) | (50,668 | ) | - | (98,096 | ) | - | - | 163 |
(d)
|
(97,933 | ) | (7,537 | ) | 4,050 |
(d)
|
(101,420 | ) | ||||||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
98,079 | (19,322 | ) | 12,031 | 4,086 | 94,874 | 9,244 | 17,202 | (19,512 | ) | 101,808 | 389 | 105 | 102,302 | ||||||||||||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
(30,498 | ) | 9,166 | (5,961 | ) | - | (27,293 | ) | (3,335 | ) | (3,599 | ) | - | (34,227 | ) | (167 | ) | (124 | ) |
(e)
|
(34,518 | ) | ||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
67,581 | (10,156 | ) | 6,070 | 4,086 | 67,581 | 5,909 | 13,603 | (19,512 | ) | 67,581 | 222 | (19 | ) | 67,784 | |||||||||||||||||||||||||||||||||||||||
Less: Preferred
stock dividends
|
(12,963 | ) | - | - | - | (12,963 | ) | - | - | - | (12,963 | ) | - | - | (12,963 | ) | ||||||||||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$ | 54,618 | $ | (10,156 | ) | $ | 6,070 | $ | 4,086 | $ | 54,618 | $ | 5,909 | $ | 13,603 | $ | (19,512 | ) | $ | 54,618 | $ | 222 | $ | (19 | ) | $ | 54,821 | |||||||||||||||||||||||||||
(a) Balances
for the year ended December 31, 2007
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c )
Eliminate intercompany expenses
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate gain on sale of surplus property from U-Haul to SAC Holding
II
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(f)
Eliminate equity in earnings of subsidiaries and equity in earnings of SAC
Holding II
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(g)
Eliminate management fees charged to SAC Holding II and other intercompany
operating expenses
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
(h)
Activity for the seven months ended October 2007, prior to
deconsolidation
|
F-48
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating
statements of operations by industry segment for period ending March 31, 2007
are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO as Consolidated | |||||||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
SAC
Holding II
|
Eliminations
|
Total
Consolidated
|
||||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$ | - | $ | 1,462,470 | $ | - | $ | - | $ | 1,462,470 | $ | - | $ | - | $ | - | $ | 1,462,470 | $ | 9,225 | $ | (9,225 | ) |
(b)
|
$ | 1,462,470 | |||||||||||||||||||||||||||
Self-storage
revenues
|
- | 104,725 | 1,773 | - | 106,498 | - | - | - | 106,498 | 19,926 | - | 126,424 | |||||||||||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
- | 208,677 | - | - | 208,677 | - | - | - | 208,677 | 16,045 | - | 224,722 | |||||||||||||||||||||||||||||||||||||||||
Property
management fees
|
- | 23,951 | - | - | 23,951 | - | - | - | 23,951 | - | (2,797 | ) |
(g)
|
21,154 | |||||||||||||||||||||||||||||||||||||||
Life
insurance premiums
|
- | - | - | - | - | - | 121,590 | (1,191 | ) |
(c)
|
120,399 | - | - | 120,399 | |||||||||||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
- | - | - | - | - | 24,335 | - | - | 24,335 | - | - | 24,335 | |||||||||||||||||||||||||||||||||||||||||
Net
investment and interest income
|
4,867 | 29,294 | - | - | 34,161 | 14,151 | 22,490 | (4,071 | ) | (b,d) | 66,731 | - | (7,035 | ) |
(d)
|
59,696 | |||||||||||||||||||||||||||||||||||||
Other
revenue
|
204 | 31,403 | 67,436 | (73,049 | ) |
(b)
|
25,994 | - | 4,740 | (1,333 | ) |
(b)
|
29,401 | 1,407 | (710 | ) |
(b)
|
30,098 | |||||||||||||||||||||||||||||||||||
Total
revenues
|
5,071 | 1,860,520 | 69,209 | (73,049 | ) | 1,861,751 | 38,486 | 148,820 | (6,595 | ) | 2,042,462 | 46,603 | (19,767 | ) | 2,069,298 | ||||||||||||||||||||||||||||||||||||||
Costs
and expenses:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
12,096 | 1,085,619 | 8,843 | (73,049 | ) |
(b)
|
1,033,509 | 8,787 | 30,871 | (10,765 | ) | (b, c, d) | 1,062,402 | 22,573 | (2,797 | ) |
(g)
|
1,082,178 | |||||||||||||||||||||||||||||||||||
Commission
expenses
|
- | 172,124 | - | - | 172,124 | - | - | - | 172,124 | - | (9,225 | ) |
(b)
|
162,899 | |||||||||||||||||||||||||||||||||||||||
Cost
of sales
|
- | 110,163 | - | - | 110,163 | - | - | - | 110,163 | 7,485 | - | 117,648 | |||||||||||||||||||||||||||||||||||||||||
Benefits
and losses
|
- | - | - | - | - | 21,901 | 88,347 | 6,711 |
(c)
|
116,959 | - | - | 116,959 | ||||||||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 2,057 | 15,081 | - | 17,138 | - | - | 17,138 | |||||||||||||||||||||||||||||||||||||||||
Lease
expense
|
88 | 149,649 | 853 | - | 150,590 | - | - | (2,221 | ) |
(b)
|
148,369 | - | (710 | ) |
(b)
|
147,659 | |||||||||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
293 | 180,560 | 6,605 | - | 187,458 | - | - | - | 187,458 | 2,691 | (560 | ) |
(e)
|
189,589 | |||||||||||||||||||||||||||||||||||||||
Total
costs and expenses
|
12,477 | 1,698,115 | 16,301 | (73,049 | ) | 1,653,844 | 32,745 | 134,299 | (6,275 | ) | 1,814,613 | 32,749 | (13,292 | ) | 1,834,070 | ||||||||||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
35,269 | - | - | (25,766 | ) |
(f)
|
9,503 | - | - | (9,503 | ) |
(f)
|
- | - | - | - | |||||||||||||||||||||||||||||||||||||
Equity
in earnings of SAC Holding II
|
527 | - | - | - | 527 | - | - | - | 527 | - | (527 | ) |
(f)
|
- | |||||||||||||||||||||||||||||||||||||||
Total
- equity in earnings of subsidiaries and SAC Holding II
|
35,796 | - | - | (25,766 | ) | 10,030 | - | - | (9,503 | ) | 527 | - | (527 | ) | - | ||||||||||||||||||||||||||||||||||||||
Earnings
from operations
|
28,390 | 162,405 | 52,908 | (25,766 | ) | 217,937 | 5,741 | 14,521 | (9,823 | ) | 228,376 | 13,854 | (7,002 | ) | 235,228 | ||||||||||||||||||||||||||||||||||||||
Interest
income (expense)
|
89,026 | (114,051 | ) | (51,704 | ) | - | (76,729 | ) | - | - | 320 |
(d)
|
(76,409 | ) | (13,062 | ) | 7,035 |
(d)
|
(82,436 | ) | |||||||||||||||||||||||||||||||||
Fees
and amortization on early extinguishment of debt
|
- | (302 | ) | (6,667 | ) | - | (6,969 | ) | - | - | - | (6,969 | ) | - | - | (6,969 | ) | ||||||||||||||||||||||||||||||||||||
Pretax
earnings (loss)
|
117,416 | 48,052 | (5,463 | ) | (25,766 | ) | 134,239 | 5,741 | 14,521 | (9,503 | ) | 144,998 | 792 | 33 | 145,823 | ||||||||||||||||||||||||||||||||||||||
Income
tax benefit (expense)
|
(27,211 | ) | (17,948 | ) | 1,125 | - | (44,034 | ) | (5,896 | ) | (4,863 | ) | - | (54,793 | ) | (265 | ) | (212 | ) |
(e)
|
(55,270 | ) | |||||||||||||||||||||||||||||||
Net
earnings (loss)
|
90,205 | 30,104 | (4,338 | ) | (25,766 | ) | 90,205 | (155 | ) | 9,658 | (9,503 | ) | 90,205 | 527 | (179 | ) | 90,553 | ||||||||||||||||||||||||||||||||||||
Less: Preferred
stock dividends
|
(12,963 | ) | - | - | - | (12,963 | ) | - | - | - | (12,963 | ) | - | - | (12,963 | ) | |||||||||||||||||||||||||||||||||||||
Earnings
(loss) available to common shareholders
|
$ | 77,242 | $ | 30,104 | $ | (4,338 | ) | $ | (25,766 | ) | $ | 77,242 | $ | (155 | ) | $ | 9,658 | $ | (9,503 | ) | $ | 77,242 | $ | 527 | $ | (179 | ) | $ | 77,590 | ||||||||||||||||||||||||
(a) Balances
for the year ended December 31, 2006
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income and commission income
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
(c )
Eliminate intercompany premiums and expenses
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
(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
|
F-49
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating
cash flow statements by industry segment for the year ended March 31, 2009, 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
|
||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$ | 13,410 | $ | (64,180 | ) | $ | 6,371 | $ | 57,809 | $ | 13,410 | $ | 5,011 | $ | 11,241 | $ | (16,252 | ) | $ | 13,410 | ||||||||||||||||
Earnings
from consolidated entities
|
41,557 | - | - | (57,809 | ) | (16,252 | ) | - | - | 16,252 | - | |||||||||||||||||||||||||
Adjustments
to reconcile net earnings to cash provided by operations:
|
||||||||||||||||||||||||||||||||||||
Depreciation
|
18 | 235,916 | 12,635 | - | 248,569 | - | - | - | 248,569 | |||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 22 | 12,372 | - | 12,394 | |||||||||||||||||||||||||||
Change
in allowance for losses on trade receivables
|
- | (118 | ) | - | - | (118 | ) | - | 101 | - | (17 | ) | ||||||||||||||||||||||||
Change
in allowance for losses on mortgage notes
|
- | (309 | ) | - | - | (309 | ) | - | - | - | (309 | ) | ||||||||||||||||||||||||
Change
in allowance for inventory reserves
|
- | 792 | - | - | 792 | - | - | - | 792 | |||||||||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
- | 19,044 | (2,400 | ) | - | 16,644 | - | - | - | 16,644 | ||||||||||||||||||||||||||
Net
loss on sale of investments
|
- | - | - | - | - | 110 | (46 | ) | - | 64 | ||||||||||||||||||||||||||
Deferred
income taxes
|
4,353 | - | - | - | 4,353 | 1,992 | 1,596 | - | 7,941 | |||||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
- | 2,383 | 4 | - | 2,387 | (12,958 | ) | (498 | ) | - | (11,069 | ) | ||||||||||||||||||||||||
Inventories
|
- | (6,192 | ) | - | - | (6,192 | ) | - | - | - | (6,192 | ) | ||||||||||||||||||||||||
Prepaid
expenses
|
3,379 | (1,581 | ) | 162 | - | 1,960 | - | - | - | 1,960 | ||||||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
- | - | - | - | - | 8 | (10,914 | ) | - | (10,906 | ) | |||||||||||||||||||||||||
Other
assets
|
- | (6,018 | ) | 1,741 | - | (4,277 | ) | 312 | 170 | - | (3,795 | ) | ||||||||||||||||||||||||
Related
party assets
|
3,857 | (3,071 | ) | (23 | ) | - | 763 | 3,814 | - | - | 4,577 | |||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
2,521 | (4,256 | ) | 416 | - | (1,319 | ) | - | (502 | ) | - | (1,821 | ) | |||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
- | 417 | - | - | 417 | (2,869 | ) | (5,168 | ) | - | (7,620 | ) | ||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | 2,922 | (1,429 | ) | - | 1,493 | ||||||||||||||||||||||||||
Deferred
income
|
- | 13,037 | - | - | 13,037 | - | - | - | 13,037 | |||||||||||||||||||||||||||
Related
party liabilities
|
- | (1,390 | ) | - | - | (1,390 | ) | 385 | (3,187 | ) | - | (4,192 | ) | |||||||||||||||||||||||
Net
cash provided (used) by operating activities
|
69,095 | 184,474 | 18,906 | - | 272,475 | (1,251 | ) | 3,736 | - | 274,960 | ||||||||||||||||||||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||||||||||||||||||
Purchases
of:
|
||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(1 | ) | (342,180 | ) | (54,509 | ) | - | (396,690 | ) | - | - | - | (396,690 | ) | ||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | (116,778 | ) | (204,144 | ) | - | (320,922 | ) | ||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | (15,321 | ) | (128,344 | ) | - | (143,665 | ) | ||||||||||||||||||||||||
Equity
securities
|
- | - | - | - | - | - | (1 | ) | - | (1 | ) | |||||||||||||||||||||||||
Preferred
stock
|
- | - | - | - | - | - | (2,000 | ) | - | (2,000 | ) | |||||||||||||||||||||||||
Real
estate
|
- | (36 | ) | (182 | ) | - | (218 | ) | (396 | ) | - | - | (614 | ) | ||||||||||||||||||||||
Mortgage
loans
|
- | (1,278 | ) | (109 | ) | - | (1,387 | ) | (12,187 | ) | (12,512 | ) | - | (26,086 | ) | |||||||||||||||||||||
Proceeds
from sales of:
|
||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | 124,892 | 3,296 | - | 128,188 | - | - | - | 128,188 | |||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | 96,420 | 202,562 | - | 298,982 | |||||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | 63,871 | 170,446 | - | 234,317 | |||||||||||||||||||||||||||
Equity
securities
|
- | - | - | - | - | - | 28 | - | 28 | |||||||||||||||||||||||||||
Preferred
stock
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Real
estate
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Mortgage
loans
|
- | - | - | - | - | 1 | 5,883 | - | 5,884 | |||||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
- | 853 | - | - | 853 | - | - | - | 853 | |||||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(1 | ) | (217,749 | ) | (51,504 | ) | - | (269,254 | ) | 15,610 | 31,918 | - | (221,726 | ) | ||||||||||||||||||||||
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended December 31, 2008
|
F-50
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the year ended
March 31, 2009, 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
|
||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
- | 98,099 | 82,232 | - | 180,331 | - | - | - | 180,331 | |||||||||||||||||||||||||||
Principal
repayments on credit facilities
|
- | (115,923 | ) | (32,475 | ) | - | (148,398 | ) | - | - | - | (148,398 | ) | |||||||||||||||||||||||
Debt
issuance costs
|
- | (360 | ) | (54 | ) | - | (414 | ) | - | - | - | (414 | ) | |||||||||||||||||||||||
Capital
lease payments
|
- | (776 | ) | - | - | (776 | ) | - | - | - | (776 | ) | ||||||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
- | 1,230 | - | - | 1,230 | - | - | - | 1,230 | |||||||||||||||||||||||||||
Treasury
stock repurchase
|
(976 | ) | - | - | - | (976 | ) | - | - | - | (976 | ) | ||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
(57,157 | ) | 74,262 | (17,105 | ) | - | - | - | - | - | - | |||||||||||||||||||||||||
Preferred
stock dividends paid
|
(12,963 | ) | - | - | - | (12,963 | ) | - | - | - | (12,963 | ) | ||||||||||||||||||||||||
Net
dividends from related party
|
2,010 | - | - | - | 2,010 | (2,010 | ) | - | - | - | ||||||||||||||||||||||||||
Investment
contract deposits
|
- | - | - | - | - | - | 17,739 | - | 17,739 | |||||||||||||||||||||||||||
Investment
contract withdrawals
|
- | - | - | - | - | - | (53,605 | ) | - | (53,605 | ) | |||||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(69,086 | ) | 56,532 | 32,598 | - | 20,044 | (2,010 | ) | (35,866 | ) | - | (17,832 | ) | |||||||||||||||||||||||
Effects
of exchange rate on cash
|
- | (1,437 | ) | - | - | (1,437 | ) | - | - | - | (1,437 | ) | ||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
8 | 21,820 | - | - | 21,828 | 12,349 | (212 | ) | - | 33,965 | ||||||||||||||||||||||||||
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
|
$ | 38 | $ | 213,040 | $ | - | $ | - | $ | 213,078 | $ | 19,197 | $ | 8,312 | $ | - | $ | 240,587 | ||||||||||||||||||
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended December 31, 2008
|
F-51
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating
cash flow statements by industry segment for the year ended March 31, 2008, are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II (b)
|
Elimination
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$ | 67,581 | $ | (10,156 | ) | $ | 6,070 | $ | 4,086 | $ | 67,581 | $ | 5,909 | $ | 13,603 | $ | (19,512 | ) | $ | 67,581 | $ | 222 | $ | (19 | ) | $ | 67,784 | |||||||||||||||||||||
Earnings
from consolidated entities
|
(15,648 | ) | - | - | (4,086 | ) | (19,734 | ) | - | - | 19,512 | (222 | ) | - | 222 | - | ||||||||||||||||||||||||||||||||
Adjustments
to reconcile net earnings to cash provided by operations:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation
|
515 | 214,246 | 11,730 | - | 226,491 | - | - | - | 226,491 | 1,634 | (327 | ) | 227,798 | |||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 190 | 12,991 | - | 13,181 | - | - | 13,181 | ||||||||||||||||||||||||||||||||||||
Change
in allowance for losses on trade receivables
|
- | 23 | - | - | 23 | - | 53 | - | 76 | - | - | 76 | ||||||||||||||||||||||||||||||||||||
Change
in allowance for losses on mortgage notes
|
- | (39 | ) | - | - | (39 | ) | - | - | - | (39 | ) | - | - | (39 | ) | ||||||||||||||||||||||||||||||||
Change
in allowance for inventory reserve
|
- | 2,746 | - | - | 2,746 | - | - | - | 2,746 | - | - | 2,746 | ||||||||||||||||||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
- | 6,450 | (12,206 | ) | - | (5,756 | ) | - | - | - | (5,756 | ) | (160 | ) | - | (5,916 | ) | |||||||||||||||||||||||||||||||
Net
loss on sale of investments
|
- | - | - | - | - | 51 | 241 | - | 292 | - | - | 292 | ||||||||||||||||||||||||||||||||||||
Deferred
income taxes
|
4,372 | 91 | - | - | 4,463 | 4,318 | (3,488 | ) | - | 5,293 | 146 | 124 | 5,563 | |||||||||||||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
- | (2,209 | ) | - | - | (2,209 | ) | (15,081 | ) | 766 | - | (16,524 | ) | - | - | (16,524 | ) | |||||||||||||||||||||||||||||||
Inventories
|
- | (2,449 | ) | - | - | (2,449 | ) | - | - | - | (2,449 | ) | 4 | - | (2,445 | ) | ||||||||||||||||||||||||||||||||
Prepaid
expenses
|
6,665 | (10,847 | ) | (203 | ) | - | (4,385 | ) | - | - | - | (4,385 | ) | 47 | - | (4,338 | ) | |||||||||||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
- | - | - | - | - | (24 | ) | (7,455 | ) | - | (7,479 | ) | - | - | (7,479 | ) | ||||||||||||||||||||||||||||||||
Other
assets
|
4 | 3,602 | 1,470 | - | 5,076 | (1,117 | ) | 290 | - | 4,249 | (1,008 | ) | - | 3,241 | ||||||||||||||||||||||||||||||||||
Related
party assets
|
6,007 | 6,493 | 12,645 | - | 25,145 | 2,842 | 5,040 | - | 33,027 | 5 | - | 33,032 | ||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
7,571 | 4,606 | (4,316 | ) | - | 7,861 | - | (1,231 | ) | - | 6,630 | 680 | - | 7,310 | ||||||||||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
- | 29,747 | - | - | 29,747 | 77 | (9,160 | ) | - | 20,664 | - | - | 20,664 | |||||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | (779 | ) | 683 | - | (96 | ) | - | - | (96 | ) | |||||||||||||||||||||||||||||||||
Deferred
income
|
- | (3,948 | ) | - | - | (3,948 | ) | - | - | - | (3,948 | ) | (48 | ) | - | (3,996 | ) | |||||||||||||||||||||||||||||||
Related
party liabilities
|
- | (6,220 | ) | - | - | (6,220 | ) | (363 | ) | (5,271 | ) | - | (11,854 | ) | 287 | - | (11,567 | ) | ||||||||||||||||||||||||||||||
Net
cash provided (used) by operating activities
|
77,067 | 232,136 | 15,190 | - | 324,393 | (3,977 | ) | 7,062 | - | 327,478 | 1,809 | - | 329,287 | |||||||||||||||||||||||||||||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Purchases
of:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(1,841 | ) | (507,883 | ) | (59,105 | ) | - | (568,829 | ) | - | - | - | (568,829 | ) | (1,381 | ) | - | (570,210 | ) | |||||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | (82,179 | ) | (163,166 | ) | - | (245,345 | ) | - | - | (245,345 | ) | ||||||||||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | (29,692 | ) | (53,959 | ) | - | (83,651 | ) | - | - | (83,651 | ) | ||||||||||||||||||||||||||||||||
Equity
securities
|
- | - | - | - | - | - | (31 | ) | - | (31 | ) | - | - | (31 | ) | |||||||||||||||||||||||||||||||||
Preferred
stock
|
- | - | - | - | - | - | (770 | ) | - | (770 | ) | - | - | (770 | ) | |||||||||||||||||||||||||||||||||
Real
estate
|
- | - | (2,801 | ) | - | (2,801 | ) | (297 | ) | - | - | (3,098 | ) | - | - | (3,098 | ) | |||||||||||||||||||||||||||||||
Mortgage
loans
|
- | - | (497 | ) | - | (497 | ) | (1,650 | ) | (11,910 | ) | - | (14,057 | ) | - | - | (14,057 | ) | ||||||||||||||||||||||||||||||
Proceeds
from sales of:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | 143,537 | 22,458 | - | 165,995 | - | - | - | 165,995 | 391 | - | 166,386 | ||||||||||||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | 77,417 | 168,758 | - | 246,175 | - | - | 246,175 | ||||||||||||||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | 37,359 | 94,434 | - | 131,793 | - | - | 131,793 | ||||||||||||||||||||||||||||||||||||
Equity
securities
|
- | - | - | - | - | - | 46 | - | 46 | - | - | 46 | ||||||||||||||||||||||||||||||||||||
Preferred
stock
|
- | - | - | - | - | 5,000 | 625 | - | 5,625 | - | - | 5,625 | ||||||||||||||||||||||||||||||||||||
Real
estate
|
- | 281 | - | - | 281 | 631 | - | - | 912 | - | - | 912 | ||||||||||||||||||||||||||||||||||||
Mortgage
loans
|
- | - | - | - | - | 8 | 8,138 | - | 8,146 | - | - | 8,146 | ||||||||||||||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
- | 117 | - | - | 117 | - | - | - | 117 | - | - | 117 | ||||||||||||||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(1,841 | ) | (363,948 | ) | (39,945 | ) | - | (405,734 | ) | 6,597 | 42,165 | - | (356,972 | ) | (990 | ) | - | (357,962 | ) | |||||||||||||||||||||||||||||
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended December 31, 2007
|
||||||||||||||||||||||||||||||||||||||||||||||||
(b)
Activity for the seven months ending October 31, 2007, prior to
deconsolidation
|
F-52
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the year ended
March 31, 2008, are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II (b)
|
Elimination
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
- | 415,308 | 201,402 | - | 616,710 | - | - | - | 616,710 | - | - | 616,710 | ||||||||||||||||||||||||||||||||||||
Principal
repayments on credit facilities
|
- | (192,603 | ) | (101,965 | ) | - | (294,568 | ) | - | - | - | (294,568 | ) | (819 | ) | - | (295,387 | ) | ||||||||||||||||||||||||||||||
Debt
issuance costs
|
- | (11,806 | ) | (170 | ) | - | (11,976 | ) | - | - | - | (11,976 | ) | - | - | (11,976 | ) | |||||||||||||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
- | 1,239 | - | - | 1,239 | - | - | - | 1,239 | - | - | 1,239 | ||||||||||||||||||||||||||||||||||||
Treasury
stock repurchases
|
(57,478 | ) | - | - | - | (57,478 | ) | - | - | - | (57,478 | ) | - | - | (57,478 | ) | ||||||||||||||||||||||||||||||||
Securitization
deposits
|
- | (32,775 | ) | - | - | (32,775 | ) | - | - | - | (32,775 | ) | - | - | (32,775 | ) | ||||||||||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
(4,764 | ) | 80,083 | (75,319 | ) | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Preferred
stock dividends paid
|
(12,963 | ) | - | - | - | (12,963 | ) | - | - | - | (12,963 | ) | - | - | (12,963 | ) | ||||||||||||||||||||||||||||||||
Investment
contract deposits
|
- | - | - | - | - | - | 18,077 | - | 18,077 | - | - | 18,077 | ||||||||||||||||||||||||||||||||||||
Investment
contract withdrawals
|
- | - | - | - | - | - | (65,518 | ) | - | (65,518 | ) | - | - | (65,518 | ) | |||||||||||||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(75,205 | ) | 259,446 | 23,948 | - | 208,189 | - | (47,441 | ) | - | 160,748 | (819 | ) | - | 159,929 | |||||||||||||||||||||||||||||||||
Effects
of exchange rate on cash
|
- | 96 | - | - | 96 | - | - | - | 96 | - | - | 96 | ||||||||||||||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
21 | 127,730 | (807 | ) | - | 126,944 | 2,620 | 1,786 | - | 131,350 | - | - | 131,350 | |||||||||||||||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
9 | 63,490 | 807 | - | 64,306 | 4,228 | 6,738 | - | 75,272 | - | - | 75,272 | ||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$ | 30 | $ | 191,220 | $ | - | $ | - | $ | 191,250 | $ | 6,848 | $ | 8,524 | $ | - | $ | 206,622 | $ | - | $ | - | $ | 206,622 | ||||||||||||||||||||||||
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended December 31, 2007
|
||||||||||||||||||||||||||||||||||||||||||||||||
(b)
Activity for the seven months ending October 31, 2007, prior to
deconsolidation
|
F-53
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating
cash flow statements by industry segment for the year ended March 31, 2007 are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||
Net
earnings (loss)
|
$ | 90,205 | $ | 30,104 | $ | (4,338 | ) | $ | (25,766 | ) | $ | 90,205 | $ | (155 | ) | $ | 9,658 | $ | (9,503 | ) | $ | 90,205 | $ | 527 | $ | (179 | ) | $ | 90,553 | |||||||||||||||||||
Earnings
from consolidated entities
|
(35,796 | ) | - | - | 25,766 | (10,030 | ) | - | - | 9,503 | (527 | ) | - | 527 | - | |||||||||||||||||||||||||||||||||
Adjustments
to reconcile net earnings to cash provided by operations:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation
|
293 | 172,698 | 10,984 | - | 183,975 | - | - | - | 183,975 | 2,691 | (560 | ) | 186,106 | |||||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 2,057 | 15,081 | - | 17,138 | - | - | 17,138 | ||||||||||||||||||||||||||||||||||||
Changes
in allowance for losses on trade receivables
|
- | (145 | ) | - | - | (145 | ) | - | 194 | - | 49 | - | - | 49 | ||||||||||||||||||||||||||||||||||
Changes
in allowance for losses on mortgage notes
|
- | (40 | ) | - | - | (40 | ) | - | - | - | (40 | ) | - | - | (40 | ) | ||||||||||||||||||||||||||||||||
Change
in allowance for inventory reserves
|
- | 2,679 | - | - | 2,679 | - | - | - | 2,679 | - | - | 2,679 | ||||||||||||||||||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
- | 7,862 | (4,379 | ) | - | 3,483 | - | - | - | 3,483 | - | - | 3,483 | |||||||||||||||||||||||||||||||||||
Net
loss on sale of investments
|
- | - | - | - | - | 559 | 63 | - | 622 | - | - | 622 | ||||||||||||||||||||||||||||||||||||
Write-off
of unamortized debt issuance costs
|
- | 302 | 6,667 | - | 6,969 | - | - | - | 6,969 | - | - | 6,969 | ||||||||||||||||||||||||||||||||||||
Deferred
income taxes
|
10,853 | (19 | ) | - | - | 10,834 | 5,292 | (4,456 | ) | - | 11,670 | 704 | 212 | 12,586 | ||||||||||||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
- | (859 | ) | (2 | ) | - | (861 | ) | 44,215 | 5,032 | - | 48,386 | - | - | 48,386 | |||||||||||||||||||||||||||||||||
Inventories
|
- | (4,718 | ) | - | - | (4,718 | ) | - | - | - | (4,718 | ) | (43 | ) | - | (4,761 | ) | |||||||||||||||||||||||||||||||
Prepaid
expenses
|
(9,122 | ) | 1,193 | (30 | ) | - | (7,959 | ) | - | - | - | (7,959 | ) | (246 | ) | - | (8,205 | ) | ||||||||||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
- | - | - | - | - | (1,093 | ) | (7,075 | ) | - | (8,168 | ) | - | - | (8,168 | ) | ||||||||||||||||||||||||||||||||
Other
assets
|
(10 | ) | 1,111 | 2,182 | - | 3,283 | 805 | (395 | ) | - | 3,693 | (243 | ) | - | 3,450 | |||||||||||||||||||||||||||||||||
Related
party assets
|
(1,479 | ) | (12,973 | ) | 8 | - | (14,444 | ) | 14,384 | 5,781 | - | 5,721 | 2,895 | - | 8,616 | |||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
(19,561 | ) | 27,511 | 4,312 | - | 12,262 | - | 4,451 | - | 16,713 | 331 | - | 17,044 | |||||||||||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
- | 35,298 | - | - | 35,298 | (61,719 | ) | (13,748 | ) | - | (40,169 | ) | - | - | (40,169 | ) | ||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | 2,411 | 298 | - | 2,709 | - | - | 2,709 | ||||||||||||||||||||||||||||||||||||
Deferred
income
|
- | 1,215 | - | - | 1,215 | - | - | - | 1,215 | 51 | - | 1,266 | ||||||||||||||||||||||||||||||||||||
Related
party liabilities
|
(201 | ) | 19,878 | - | - | 19,677 | (1,317 | ) | (3,507 | ) | - | 14,853 | (4,445 | ) | - | 10,408 | ||||||||||||||||||||||||||||||||
Net
cash provided (used) by operating activities
|
35,182 | 281,097 | 15,404 | - | 331,683 | 5,439 | 11,377 | - | 348,499 | 2,222 | - | 350,721 | ||||||||||||||||||||||||||||||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Purchases
of:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
(1,998 | ) | (586,737 | ) | (58,477 | ) | - | (647,212 | ) | - | - | - | (647,212 | ) | (1,132 | ) | - | (648,344 | ) | |||||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | (83,277 | ) | (166,115 | ) | - | (249,392 | ) | - | - | (249,392 | ) | ||||||||||||||||||||||||||||||||
Fixed
maturity investments
|
- | - | - | - | - | (71,630 | ) | (38,042 | ) | - | (109,672 | ) | - | - | (109,672 | ) | ||||||||||||||||||||||||||||||||
Mortgage
loans
|
- | - | - | - | - | - | (10,725 | ) | - | (10,725 | ) | - | - | (10,725 | ) | |||||||||||||||||||||||||||||||||
Proceeds
from sales of:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | 85,134 | 4,538 | - | 89,672 | - | - | - | 89,672 | - | - | 89,672 | ||||||||||||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | 111,936 | 164,754 | - | 276,690 | - | - | 276,690 | ||||||||||||||||||||||||||||||||||||
Fixed
maturity investments
|
- | - | - | - | - | 22,409 | 94,449 | - | 116,858 | - | - | 116,858 | ||||||||||||||||||||||||||||||||||||
Cash
received in excess of purchase of company acquired
|
- | - | - | - | - | - | 1,235 | - | 1,235 | - | - | 1,235 | ||||||||||||||||||||||||||||||||||||
Preferred
stock
|
- | - | - | - | - | - | 1,225 | - | 1,225 | - | - | 1,225 | ||||||||||||||||||||||||||||||||||||
Real
estate
|
- | 195 | (2,861 | ) | - | (2,666 | ) | 9,536 | - | - | 6,870 | - | - | 6,870 | ||||||||||||||||||||||||||||||||||
Mortgage
loans
|
- | - | - | - | - | - | 7,062 | - | 7,062 | - | - | 7,062 | ||||||||||||||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
- | 136 | 766 | - | 902 | - | - | - | 902 | - | - | 902 | ||||||||||||||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
(1,998 | ) | (501,272 | ) | (56,034 | ) | - | (559,304 | ) | (11,026 | ) | 53,843 | - | (516,487 | ) | (1,132 | ) | - | (517,619 | ) | ||||||||||||||||||||||||||||
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||||||||||||||
(a)
Balance for the year ended December 31, 2006
|
F-54
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the year ended
March 31, 2007 are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
AMERCO
as Consolidated
|
||||||||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
SAC
Holding II
|
Elimination
|
Total
Consolidated
|
|||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
- | 345,760 | 64,429 | - | 410,189 | - | - | - | 410,189 | - | - | 410,189 | ||||||||||||||||||||||||||||||||||||
Principal
repayments on credit facilities
|
- | (151,511 | ) | (43,216 | ) | - | (194,727 | ) | - | - | - | (194,727 | ) | (1,345 | ) | - | (196,072 | ) | ||||||||||||||||||||||||||||||
Debt
issuance costs
|
- | (3,281 | ) | 223 | - | (3,058 | ) | - | - | - | (3,058 | ) | - | - | (3,058 | ) | ||||||||||||||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
- | 1,204 | - | - | 1,204 | - | - | - | 1,204 | - | - | 1,204 | ||||||||||||||||||||||||||||||||||||
Treasury
stock repurchases
|
(49,106 | ) | - | - | - | (49,106 | ) | - | - | - | (49,106 | ) | - | - | (49,106 | ) | ||||||||||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
28,887 | (48,032 | ) | 19,145 | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
Preferred
stock dividends paid
|
(12,963 | ) | - | - | - | (12,963 | ) | - | - | - | (12,963 | ) | - | - | (12,963 | ) | ||||||||||||||||||||||||||||||||
Investment
contract deposits
|
- | - | - | - | - | - | 16,695 | - | 16,695 | - | - | 16,695 | ||||||||||||||||||||||||||||||||||||
Investment
contract withdrawals
|
- | - | - | - | - | - | (79,204 | ) | - | (79,204 | ) | - | - | (79,204 | ) | |||||||||||||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(33,182 | ) | 144,140 | 40,581 | - | 151,539 | - | (62,509 | ) | - | 89,030 | (1,345 | ) | - | 87,685 | |||||||||||||||||||||||||||||||||
Effects
of exchange rate on cash
|
- | (974 | ) | - | - | (974 | ) | - | - | - | (974 | ) | - | - | (974 | ) | ||||||||||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
2 | (77,009 | ) | (49 | ) | - | (77,056 | ) | (5,587 | ) | 2,711 | - | (79,932 | ) | (255 | ) | - | (80,187 | ) | |||||||||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
7 | 140,499 | 856 | - | 141,362 | 9,815 | 4,027 | - | 155,204 | 255 | - | 155,459 | ||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$ | 9 | $ | 63,490 | $ | 807 | $ | - | $ | 64,306 | $ | 4,228 | $ | 6,738 | $ | - | $ | 75,272 | $ | - | $ | - | $ | 75,272 | ||||||||||||||||||||||||
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||||||||||||||
(a)
Balance for the year ended December 31, 2006
|
F-55
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note
24: Subsequent Events
Preferred
Stock Dividends
On May 1,
2009, the Board declared a regular quarterly cash dividend of $0.53125 per share
on the Company’s Series A, 8 1/2 percent Preferred Stock. The dividend was paid
June 1, 2009 to holders of record on May 18, 2009.
Financial
Strength Ratings
On May
21, 2009, A.M. Best upgraded the financial strength ratings of RepWest to B+
(Good), a secure rating with a stable outlook.
F-56
SCHEDULE I
CONDENSED
FINANCIAL INFORMATION OF AMERCO
|
BALANCE
SHEETS
|
March
31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 38 | $ | 30 | ||||
Investment
in subsidiaries
|
(321,215 | ) | (234,927 | ) | ||||
Related
party assets
|
1,206,555 | 1,164,092 | ||||||
Other
assets
|
1,183 | 4,578 | ||||||
Total
assets
|
$ | 886,561 | $ | 933,773 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
||||||||
Other
liabilities
|
$ | 163,267 | $ | 168,447 | ||||
163,267 | 168,447 | |||||||
Stockholders'
equity:
|
||||||||
Preferred
stock
|
- | - | ||||||
Common
stock
|
10,497 | 10,497 | ||||||
Additional
paid-in capital
|
420,588 | 419,370 | ||||||
Accumulated
other comprehensive loss
|
(98,000 | ) | (55,279 | ) | ||||
Retained
earnings:
|
||||||||
Beginning
of period
|
915,415 | 847,271 | ||||||
Net
earnings
|
13,410 | 67,581 | ||||||
Dividends
|
(12,963 | ) | 563 | |||||
1,248,947 | 1,290,003 | |||||||
Less:
Cost of common shares in treasury
|
(525,653 | ) | (524,677 | ) | ||||
Total
stockholders' equity
|
723,294 | 765,326 | ||||||
Total
liabilities and stockholders' equity
|
$ | 886,561 | $ | 933,773 | ||||
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
F-57
CONDENSED
FINANCIAL INFORMATION OF AMERCO
STATEMENTS
OF OPERATIONS
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands, except share and per share data)
|
||||||||||||
Revenues:
|
||||||||||||
Net
interest income from subsidiaries
|
$ | 4,389 | $ | 4,498 | $ | 5,071 | ||||||
Expenses:
|
||||||||||||
Operating
expenses
|
8,873 | 10,071 | 12,096 | |||||||||
Other
expenses
|
109 | 609 | 381 | |||||||||
Total
expenses
|
8,982 | 10,680 | 12,477 | |||||||||
Equity
in earnings of subsidiaries and SAC Holding II (a)
|
(41,557 | ) | 15,648 | 35,796 | ||||||||
Interest
income
|
92,854 | 88,613 | 89,026 | |||||||||
Pretax
earnings
|
46,704 | 98,079 | 117,416 | |||||||||
Income
tax expense
|
(33,294 | ) | (30,498 | ) | (27,211 | ) | ||||||
Net
earnings
|
13,410 | 67,581 | 90,205 | |||||||||
Less:
Preferred stock dividends
|
(12,963 | ) | (12,963 | ) | (12,963 | ) | ||||||
Earnings
available to common shareholders
|
$ | 447 | $ | 54,618 | $ | 77,242 | ||||||
Basic
and diluted earnings per common share
|
$ | 0.02 | $ | 2.77 | $ | 3.71 | ||||||
Weighted
average common shares outstanding: Basic and diluted
|
19,350,041 | 19,740,571 | 20,838,570 | |||||||||
(a)
Fiscal 2008 and 2007 include SAC Holding II
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
F-58
CONDENSED
FINANCIAL INFORMATION OF AMERCO
STATEMENTS
OF CASH FLOW
Years
Ended March 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(In
thousands)
|
||||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
earnings
|
$ | 13,410 | $ | 67,581 | $ | 90,205 | ||||||
Change
in investments in subsidiaries and SAC Holding II (a)
|
41,557 | (15,648 | ) | (35,796 | ) | |||||||
Adjustments
to reconcile net earnings to cash provided by operations:
|
||||||||||||
Depreciation
|
18 | 515 | 293 | |||||||||
Deferred
income taxes
|
4,353 | 4,372 | 10,853 | |||||||||
Net
change in other operating assets and liabilities:
|
||||||||||||
Prepaid
expenses
|
3,379 | 6,665 | (9,122 | ) | ||||||||
Other
assets
|
- | 4 | (10 | ) | ||||||||
Related
party assets
|
3,857 | 6,007 | (1,479 | ) | ||||||||
Accounts
payable and accrued expenses
|
2,521 | 7,571 | (19,561 | ) | ||||||||
Related
party liabilities
|
- | - | (201 | ) | ||||||||
Net
cash provided by operating activities
|
69,095 | 77,067 | 35,182 | |||||||||
Cash
flows from investment activities:
|
||||||||||||
Purchase
of property, plant and equipment
|
(1 | ) | (1,841 | ) | (1,998 | ) | ||||||
Net
cash used by investing activities
|
(1 | ) | (1,841 | ) | (1,998 | ) | ||||||
Cash
flows from financing activities:
|
||||||||||||
Treasury
stock repurchases
|
(976 | ) | (57,478 | ) | (49,106 | ) | ||||||
Proceeds
from (repayments of) intercompany loans
|
(57,157 | ) | (4,764 | ) | 28,887 | |||||||
Preferred
stock dividends paid
|
(12,963 | ) | (12,963 | ) | (12,963 | ) | ||||||
Net
dividend from related party
|
2,010 | - | - | |||||||||
Net
cash used by financing activities
|
(69,086 | ) | (75,205 | ) | (33,182 | ) | ||||||
Increase
(decrease) in cash and cash equivalents
|
8 | 21 | 2 | |||||||||
Cash
and cash equivalents at beginning of period
|
30 | 9 | 7 | |||||||||
Cash
and cash equivalents at end of period
|
$ | 38 | $ | 30 | $ | 9 | ||||||
(a)
Fiscal 2008 and 2007 include SAC Holding II
|
Income
taxes paid in cash amounted to $2.0 million, $10.1 million and
$74.8 million for fiscal 2009, 2008 and 2007, respectively.
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
F-59
CONDENSED
FINANCIAL INFORMATION OF AMERCO
NOTES
TO CONDENSED FINANCIAL INFORMATION
MARCH
31, 2009, 2008, AND 2007
1. Summary
of Significant Accounting Policies
AMERCO, a
Nevada corporation, was incorporated in April, 1969, and is the holding Company
for U-Haul International, Inc., Amerco Real Estate Company, Republic Western
Insurance Company and Oxford Life Insurance Company. The financial statements of
the Registrant should be read in conjunction with the Consolidated Financial
Statements and notes thereto included in this Form 10-K.
AMERCO is
included in a consolidated Federal income tax return with all of its U.S.
subsidiaries excluding Dallas General Life Insurance Company, a subsidiary of
Oxford. Accordingly, the provision for income taxes has been calculated for
Federal income taxes of AMERCO and subsidiaries included in the consolidated
return of the Registrant. State taxes for all subsidiaries are allocated to the
respective subsidiaries.
The
financial statements include only the accounts of AMERCO, which include certain
of the corporate operations of AMERCO (excluding SAC Holding II). The interest
in AMERCO’s majority owned subsidiaries is accounted for on the equity method.
The intercompany interest income and expenses are eliminated in the Consolidated
Financial Statements.
2. Guarantees
AMERCO
has guaranteed performance of certain long-term leases and other obligations.
Refer to Note 18 Contingent Liabilities and Commitments and Note 20 Related
Party Transactions of the Notes to Consolidated Financial
Statements.
F-60
SCHEDULE
II
AMERCO
AND CONSOLIDATED SUBSIDIARIES
VALUATION
AND QUALIFYING ACCOUNTS
Years
Ended March 31, 2009, 2008 and 2007
Balance
at Beginning of Year
|
Additions
Charged to Costs and Expenses
|
Additions
Charged to Other Accounts
|
Deductions
|
Balance
at Year End
|
||||||||||||||||
Year
ended March 31, 2009
|
(In
thousands)
|
|||||||||||||||||||
Allowance
for doubtful accounts
|
||||||||||||||||||||
(deducted
from trade receivable)
|
$ | 1,488 | $ | 1,621 | $ | - | $ | (1,638 | ) | $ | 1,471 | |||||||||
Allowance
for doubtful accounts
|
||||||||||||||||||||
(deducted
from notes and mortgage receivable)
|
$ | 315 | $ | - | $ | - | $ | (309 | ) | $ | 6 | |||||||||
Allowance
for obsolescence
|
||||||||||||||||||||
(deducted
from inventory)
|
$ | 1,542 | $ | - | $ | - | $ | (601 | ) | $ | 941 | |||||||||
Allowance
for probable losses
|
||||||||||||||||||||
(deducted
from mortgage loans)
|
$ | 675 | $ | - | $ | - | $ | (54 | ) | $ | 621 | |||||||||
Year
ended March 31, 2008
|
||||||||||||||||||||
Allowance
for doubtful accounts
|
||||||||||||||||||||
(deducted
from trade receivable)
|
$ | 1,412 | $ | 2,300 | $ | - | $ | (2,224 | ) | $ | 1,488 | |||||||||
Allowance
for doubtful accounts
|
||||||||||||||||||||
(deducted
from notes and mortgage receivable)
|
$ | 354 | $ | - | $ | - | $ | (39 | ) | $ | 315 | |||||||||
Allowance
for obsolescence
|
||||||||||||||||||||
(deducted
from inventory)
|
$ | 1,500 | $ | 42 | $ | - | $ | - | $ | 1,542 | ||||||||||
Allowance
for probable losses
|
||||||||||||||||||||
(deducted
from mortgage loans)
|
$ | 803 | $ | - | $ | - | $ | (128 | ) | $ | 675 | |||||||||
Year
ended March 31, 2007
|
||||||||||||||||||||
Allowance
for doubtful accounts
|
||||||||||||||||||||
(deducted
from trade receivable)
|
$ | 1,363 | $ | 3,122 | $ | - | $ | (3,073 | ) | $ | 1,412 | |||||||||
Allowance
for doubtful accounts
|
||||||||||||||||||||
(deducted
from notes and mortgage receivable)
|
$ | 394 | $ | - | $ | - | $ | (40 | ) | $ | 354 | |||||||||
Allowance
for obsolescence
|
||||||||||||||||||||
(deducted
from inventory)
|
$ | 1,500 | $ | - | $ | - | $ | - | $ | 1,500 | ||||||||||
Allowance
for probable losses
|
||||||||||||||||||||
(deducted
from mortgage loans)
|
$ | 1,200 | $ | - | $ | - | $ | (397 | ) | $ | 803 |
F-61
SCHEDULE
V
AMERCO
AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL
INFORMATION (FOR PROPERTY-CASUALTY INSURANCE UNDERWRITERS)
Years
Ended December 31, 2008, 2007 AND 2006
Year
|
Affiliation
with Registrant
|
Deferred
Policy Acquisition Cost
|
Reserves
for Unpaid Claims and Adjustment Expenses
|
Discount
if any, Deducted
|
Unearned
Premiums
|
Net
Earned Premiums (1)
|
Net
Investment Income (2)
|
Claim
and Claim Adjustment Expenses Incurred Related to Current
Year
|
Claim
and Claim Adjustment Expenses Incurred Related to Prior
Year
|
Amortization
of Deferred Policy Acquisition Costs
|
Paid
Claims and Claim Adjustment Expense
|
Net
Premiums Written (1)
|
|||||||||||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||
2009
|
Consolidated
property
casualty
entity
|
$ | - | $ | 287,501 | N/A | $ | 19 | $ | 28,337 | $ | 9,192 | $ | 8,497 | $ | 9,384 | $ | 22 | $ | 27,707 | $ | 28,157 | |||||||||||||||||||||||
2008
|
Consolidated
property
casualty
entity
|
30 | 288,410 | N/A | 200 | 28,388 | 12,141 | 7,094 | 11,894 | 190 | 38,592 | 28,334 | |||||||||||||||||||||||||||||||||
2007
|
Consolidated
property
casualty
entity
|
196 | 288,783 | N/A | 459 | 24,335 | 14,440 | 6,006 | 15,895 | 2,057 | 43,608 | 23,232 |
(1)
|
The
earned and written premiums are reported net of intersegment transactions.
There were no earned premiums eliminated for the years ended December 31,
2008, 2007 and 2006, respectively.
|
(2)
|
Net
Investment Income excludes net realized losses on investments of $0.1
million, $0.1 million and $0.3 million for the years ended December 31,
2008, 2007 and 2006,
respectively.
|
F-62
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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
|
||||||
By:
|
/s/
Edward J. Shoen
|
|||||
Edward
J. Shoen
|
||||||
Chairman
of the Board and President
|
||||||
Dated:
June 2, 2009
|
POWER
OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints
Edward J. Shoen his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Form 10-K
Annual Report, and to file the same, with all exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act or things requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature
|
Title
|
Date
|
/s/EDWARD J. SHOEN |
Chairman
of the Board and President
(Principal
Executive Officer)
|
June
2, 2009
|
Edward
J. Shoen
|
||
/s/ JASON A. BERG |
Chief
Accounting Officer
(Principal
Financial Officer)
|
June
2, 2009
|
Jason
A. Berg
|
||
/s/ CHARLES J. BAYER |
Director
|
June
2, 2009
|
Charles
J. Bayer
|
||
/s/ JOHN P. BROGAN |
Director
|
June
2, 2009
|
John
P. Brogan
|
||
/s/ JOHN M. DODDS |
Director
|
June
2, 2009
|
John
M. Dodds
|
||
/s/ MICHAEL L. GALLAGHER |
Director
|
June
2, 2009
|
Michael
L. Gallagher
|
||
/s/ M. FRANK LYONS |
Director
|
June
2, 2009
|
M.
Frank Lyons
|
||
/s/ DANIEL R. MULLEN |
Director
|
June
2, 2009
|
Daniel
R. Mullen
|
||
/s/ JAMES P. SHOEN |
Director
|
June
2, 2009
|
James
P. Shoen
|