U-Haul Holding Co /NV/ - Quarter Report: 2009 June (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
|
R
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended June 30, 2009
or
|
£
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
For
the transition period from __________________ to __________________
Commission
File Number
|
Registrant,
State of Incorporation
Address and Telephone
Number
|
I.R.S.
Employer
Identification No.
|
1-11255
|
AMERCO
|
88-0106815
|
(A
Nevada Corporation)
|
||
1325
Airmotive Way, Ste. 100
|
||
Reno,
Nevada 89502-3239
|
||
Telephone
(775) 688-6300
|
||
Indicate
by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes R No
£
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of a “large accelerated filer,” “accelerated filer,” “non-accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Larger
accelerated filer £ Accelerated
filer R Non-accelerated
filer £ Smaller
reporting company £
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £ No
R
19,607,788
shares of AMERCO Common Stock, $0.25 par value, were outstanding at August 1,
2009.
TABLE
OF CONTENTS
Page No.
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PART
I FINANCIAL INFORMATION
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||
Item
1.
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Financial
Statements
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1
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2
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||
3
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4
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5 -
32
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Item
2.
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33
- 47
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Item
3.
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48
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Item
4.
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49
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PART
II OTHER INFORMATION
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||
Item
1.
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50
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Item
1A.
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50
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Item
2.
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50
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Item
3.
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50
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Item
4.
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50
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Item
5.
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50
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Item
6.
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50
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PART
I FINANCIAL INFORMATION
AMERCO
AND CONSOLIDATED ENTITIES
June
30,
|
March
31,
|
|||||||
2009
|
2009
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 226,717 | $ | 240,587 | ||||
Reinsurance
recoverables and trade receivables, net
|
225,717 | 213,853 | ||||||
Notes
and mortgage receivables, net
|
2,728 | 2,931 | ||||||
Inventories,
net
|
64,188 | 70,749 | ||||||
Prepaid
expenses
|
61,415 | 54,201 | ||||||
Investments,
fixed maturities and marketable equities
|
508,587 | 519,631 | ||||||
Investments,
other
|
217,338 | 227,022 | ||||||
Deferred
policy acquisition costs, net
|
45,432 | 44,993 | ||||||
Other
assets
|
135,091 | 133,644 | ||||||
Related
party assets
|
296,177 | 303,534 | ||||||
1,783,390 | 1,811,145 | |||||||
Property,
plant and equipment, at cost:
|
||||||||
Land
|
214,377 | 212,744 | ||||||
Buildings
and improvements
|
939,264 | 920,294 | ||||||
Furniture
and equipment
|
336,620 | 333,314 | ||||||
Rental
trailers and other rental equipment
|
223,685 | 214,988 | ||||||
Rental
trucks
|
1,678,102 | 1,666,151 | ||||||
3,392,048 | 3,347,491 | |||||||
Less:
Accumulated depreciation
|
(1,335,989 | ) | (1,333,563 | ) | ||||
Total
property, plant and equipment
|
2,056,059 | 2,013,928 | ||||||
Total
assets
|
$ | 3,839,449 | $ | 3,825,073 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 305,543 | $ | 329,227 | ||||
AMERCO's
notes, loans and leases payable
|
1,534,320 | 1,546,490 | ||||||
Policy
benefits and losses, claims and loss expenses payable
|
786,754 | 779,309 | ||||||
Liabilities
from investment contracts
|
292,662 | 303,332 | ||||||
Other
policyholders' funds and liabilities
|
9,943 | 11,961 | ||||||
Deferred
income
|
28,730 | 24,612 | ||||||
Deferred
income taxes
|
130,349 | 112,513 | ||||||
Total
liabilities
|
3,088,301 | 3,107,444 | ||||||
Commitments
and contingencies (notes 4, 8, 9 and 10)
|
||||||||
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;
|
||||||||
6,049,800
and 6,100,000 shares issued and outstanding as of June 30 and March 31,
2009
|
- | - | ||||||
Series
B preferred stock, with no par value, 100,000 shares authorized;
none
|
||||||||
issued
and outstanding as of June 30 and March 31, 2009
|
- | - | ||||||
Series
common stock, with or without par value, 150,000,000 shares
authorized:
|
||||||||
Series
A common stock of $0.25 par value, 10,000,000 shares
authorized;
|
||||||||
none
issued and outstanding as of June 30 and March 31, 2009
|
- | - | ||||||
Common
stock of $0.25 par value, 150,000,000 shares authorized;
41,985,700
|
||||||||
issued
as of June 30 and March 31, 2009
|
10,497 | 10,497 | ||||||
Additional
paid-in capital
|
419,604 | 420,588 | ||||||
Accumulated
other comprehensive loss
|
(83,275 | ) | (98,000 | ) | ||||
Retained
earnings
|
935,376 | 915,862 | ||||||
Cost
of common shares in treasury, net (22,377,912 shares as of June 30 and
March 31, 2009)
|
(525,653 | ) | (525,653 | ) | ||||
Unearned
employee stock ownership plan shares
|
(5,401 | ) | (5,665 | ) | ||||
Total
stockholders' equity
|
751,148 | 717,629 | ||||||
Total
liabilities and stockholders' equity
|
$ | 3,839,449 | $ | 3,825,073 |
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
1
AMERCO
AND CONSOLIDATED ENTITIES
Quarter
Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except share and per share amounts)
|
||||||||
Revenues:
|
||||||||
Self-moving
equipment rentals
|
$ | 372,941 | $ | 390,029 | ||||
Self-storage
revenues
|
27,004 | 27,551 | ||||||
Self-moving
and self-storage products and service sales
|
57,822 | 62,556 | ||||||
Property
management fees
|
4,450 | 4,716 | ||||||
Life
insurance premiums
|
27,604 | 26,917 | ||||||
Property
and casualty insurance premiums
|
6,215 | 6,124 | ||||||
Net
investment and interest income
|
13,680 | 14,596 | ||||||
Other
revenue
|
10,943 | 10,305 | ||||||
Total
revenues
|
520,659 | 542,794 | ||||||
Costs
and expenses:
|
||||||||
Operating
expenses
|
258,501 | 261,713 | ||||||
Commission
expenses
|
44,411 | 47,965 | ||||||
Cost
of sales
|
30,450 | 34,985 | ||||||
Benefits
and losses
|
27,694 | 24,875 | ||||||
Amortization
of deferred policy acquisition costs
|
1,917 | 2,088 | ||||||
Lease
expense
|
39,273 | 34,568 | ||||||
Depreciation,
net of (gains) losses on disposals
|
59,217 | 64,938 | ||||||
Total
costs and expenses
|
461,463 | 471,132 | ||||||
Earnings
from operations
|
59,196 | 71,662 | ||||||
Interest
expense
|
(23,221 | ) | (23,844 | ) | ||||
Pretax
earnings
|
35,975 | 47,818 | ||||||
Income
tax expense
|
(13,543 | ) | (17,992 | ) | ||||
Net
earnings
|
22,432 | 29,826 | ||||||
Excess
carrying amount of preferred stock over consideration paid
|
323 | - | ||||||
Less:
Preferred stock dividends
|
(3,241 | ) | (3,241 | ) | ||||
Earnings
available to common shareholders
|
$ | 19,514 | $ | 26,585 | ||||
Basic
and diluted earnings per common share
|
$ | 1.01 | $ | 1.37 | ||||
Weighted
average common shares outstanding: Basic and diluted
|
19,369,591 | 19,343,184 |
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
2
AMERCO
AND CONSOLIDATED ENTITIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)
Quarter
Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Comprehensive
income:
|
||||||||
Net
earnings
|
$ | 22,432 | $ | 29,826 | ||||
Other
comprehensive income (loss), net of tax:
|
||||||||
Foreign
currency translation
|
4,229 | 1,182 | ||||||
Unrealized
gain (loss) on investments
|
(3,373 | ) | 478 | |||||
Fair
market value of cash flow hedges
|
13,869 | 13,395 | ||||||
Total
comprehensive income
|
$ | 37,157 | $ | 44,881 |
3
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter
Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Cash
flow from operating activities:
|
||||||||
Net
earnings
|
$ | 22,432 | $ | 29,826 | ||||
Adjustments
to reconcile net earnings to the cash provided by
operations:
|
||||||||
Depreciation
|
57,879 | 60,253 | ||||||
Amortization
of deferred policy acquisition costs
|
1,917 | 2,088 | ||||||
Change
in allowance for losses on trade receivables
|
13 | (76 | ) | |||||
Change
in allowance for losses on mortgage notes
|
(6 | ) | (10 | ) | ||||
Change
in allowance for inventory reserves
|
754 | 624 | ||||||
Net
loss on sale of real and personal property
|
1,338 | 4,685 | ||||||
Net
gain on sale of investments
|
(625 | ) | (138 | ) | ||||
Deferred
income taxes
|
5,328 | 13,878 | ||||||
Net
change in other operating assets and liabilities:
|
||||||||
Reinsurance
recoverables and trade receivables
|
(11,890 | ) | (5,889 | ) | ||||
Inventories
|
5,807 | (6,350 | ) | |||||
Prepaid
expenses
|
(7,214 | ) | (6,770 | ) | ||||
Capitalization
of deferred policy acquisition costs
|
(3,063 | ) | (2,282 | ) | ||||
Other
assets
|
(1,162 | ) | 252 | |||||
Related
party assets
|
7,792 | 8,270 | ||||||
Accounts
payable and accrued expenses
|
6,869 | 25,188 | ||||||
Policy
benefits and losses, claims and loss expenses payable
|
6,367 | (4,110 | ) | |||||
Other
policyholders' funds and liabilities
|
(2,021 | ) | (1,404 | ) | ||||
Deferred
income
|
4,050 | 5,013 | ||||||
Related
party liabilities
|
(343 | ) | (1,335 | ) | ||||
Net
cash provided by operating activities
|
94,222 | 121,713 | ||||||
Cash
flows from investing activities:
|
||||||||
Purchases
of:
|
||||||||
Property,
plant and equipment
|
(123,546 | ) | (96,257 | ) | ||||
Short
term investments
|
(51,535 | ) | (146,434 | ) | ||||
Fixed
maturities investments
|
(33,647 | ) | (59,796 | ) | ||||
Preferred
stock
|
(882 | ) | (1,895 | ) | ||||
Real
estate
|
(293 | ) | (26 | ) | ||||
Mortgage
loans
|
(288 | ) | (4,920 | ) | ||||
Proceeds
from sale of:
|
||||||||
Property,
plant and equipment
|
38,088 | 36,304 | ||||||
Short
term investments
|
60,778 | 86,726 | ||||||
Fixed
maturities investments
|
40,572 | 130,919 | ||||||
Equity
securities
|
- | 27 | ||||||
Real
estate
|
12 | 15 | ||||||
Mortgage
loans
|
735 | 2,039 | ||||||
Payments
from notes and mortgage receivables
|
497 | - | ||||||
Net
cash used by investing activities
|
(69,509 | ) | (53,298 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Borrowings
from credit facilities
|
13,478 | 15,330 | ||||||
Principal
repayments on credit facilities
|
(37,757 | ) | (37,197 | ) | ||||
Debt
issuance costs
|
(277 | ) | (360 | ) | ||||
Capital
lease payments
|
(329 | ) | (138 | ) | ||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
264 | 315 | ||||||
Preferred
stock dividends paid
|
(3,241 | ) | (3,241 | ) | ||||
Investment
contract deposits
|
2,829 | 4,703 | ||||||
Investment
contract withdrawals
|
(13,500 | ) | (15,273 | ) | ||||
Net
cash used by financing activities
|
(38,533 | ) | (35,861 | ) | ||||
Effects
of exchange rate on cash
|
(50 | ) | 616 | |||||
Increase
(decrease) in cash and cash equivalents
|
(13,870 | ) | 33,170 | |||||
Cash
and cash equivalents at the beginning of period
|
240,587 | 206,622 | ||||||
Cash
and cash equivalents at the end of period
|
$ | 226,717 | $ | 239,792 |
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
4
AMERCO
AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS
1. Basis
of Presentation
The first
fiscal quarter for AMERCO ends on the 30th of June
for each year that is referenced. Our insurance company subsidiaries have a
first quarter that ends on the 31st of
March for each year that is referenced. They have been consolidated on that
basis. Our insurance companies’ financial reporting processes conform to
calendar year reporting as required by state insurance departments. Management
believes that consolidating their calendar year into our fiscal year financial
statements does not materially affect the financial position or results of
operations. The Company discloses any material events occurring during the
intervening period. Consequently, all references to our insurance subsidiaries’
years 2009 and 2008 correspond to the Company’s fiscal years 2010 and
2009.
Accounts
denominated in non-U.S. currencies have been translated into U.S. dollars.
Certain amounts reported in previous years have been reclassified to conform to
the current presentation.
The
condensed consolidated balance sheet as of June 30, 2009 and the related
condensed consolidated statements of operations and cash flows for the first
quarter of fiscal 2010 and 2009 are unaudited.
In our
opinion, all adjustments necessary for the fair presentation of such condensed
consolidated financial statements have been included. Such adjustments consist
only of normal recurring items. Interim results are not necessarily indicative
of results for a full year. The information in this 10-Q should be read in
conjunction with Management’s Discussion and Analysis and financial statements
and notes thereto included in the AMERCO 2009 Form 10-K.
Intercompany
accounts and transactions have been eliminated.
Description
of Legal Entities
AMERCO, a
Nevada corporation (“AMERCO”), is the holding company for:
U-Haul
International, Inc. (“U-Haul”),
Amerco
Real Estate Company (“Real Estate”),
Republic
Western Insurance Company (“RepWest”), and
Oxford
Life Insurance Company (“Oxford”).
Unless
the context otherwise requires, the term “Company,” “we,” “us” or “our” refers
to AMERCO and all of its legal subsidiaries.
5
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
Description
of Operating Segments
AMERCO
has three reportable segments. They are Moving and Storage, Property and
Casualty Insurance and Life Insurance.
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 market 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.
2.
Earnings per Share
Net
earnings for purposes of computing earnings per common share are net earnings
less preferred stock dividends. Preferred stock dividends include accrued
dividends of AMERCO.
The
weighted average common shares outstanding exclude post-1992 shares of the
employee stock ownership plan that have not been committed to be released. The
unreleased shares net of shares committed to be released were 231,942 and
281,892 as of June 30, 2009 and June 30, 2008, respectively.
6,049,800
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.
Between
January 1, 2009 and March 31, 2009, RepWest purchased 50,200 shares of our
AMERCO Series A 8 ½% Preferred Stock (NYSE-AO-PA) (“Series A Preferred”) on the
open market at an average price of $17.57 per share. Under the Emerging Issues
Task Force (“EITF”) Issue D-42, The Effect on the Calculation of
Earnings of Earnings Per Share for Redemption or Induced Conversion of Preferred
Stock (“EITF Issue D-42”), for earnings per share purposes, the excess of
the carrying amount of the Series A Preferred over the fair value of the
consideration paid of $0.3 million, net of a prorated portion of original issue
costs, was added to net earnings available to common shareholders.
In the
future, should RepWest sell these preferred stock units to an unaffiliated
entity, a proportionate share of this gain would be reversed at that time for
earnings per share purposes.
6
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
3.
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 $15.4 million at March 31, 2009.
Available-for-Sale
Investments
Available-for-sale
investments at March 31, 2009 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
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
U.S.
treasury securities and government obligations
|
$ | 71,628 | $ | 3,181 | $ | - | $ | (28 | ) | $ | 74,781 | |||||||||
U.S.
government agency mortgage-backed securities
|
97,874 | 4,792 | (37 | ) | (10 | ) | 102,619 | |||||||||||||
Obligations
of states and political subdivisions
|
10,568 | 121 | (76 | ) | (764 | ) | 9,849 | |||||||||||||
Corporate
securities
|
325,120 | 3,410 | (14,751 | ) | (9,752 | ) | 304,027 | |||||||||||||
Mortgage-backed
securities
|
12,074 | 142 | (1,522 | ) | (292 | ) | 10,402 | |||||||||||||
Redeemable
preferred stocks
|
15,391 | 28 | (5,050 | ) | (2,563 | ) | 7,806 | |||||||||||||
Common
stocks
|
70 | - | - | (63 | ) | 7 | ||||||||||||||
Less:
Preferred stock of AMERCO held by RepWest
|
(882 | ) | (22 | ) | - | - | (904 | ) | ||||||||||||
$ | 531,843 | $ | 11,652 | $ | (21,436 | ) | $ | (13,472 | ) | $ | 508,587 |
The above
table includes 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.
The
Company sold available-for-sale securities with a fair value of $40.5 million
during the first quarter of fiscal 2010. The gross realized gains on these sales
totaled $0.8 million. The Company realized gross losses on these sales of $0.1
million.
The
unrealized losses of more than twelve months in the available-for-sale table 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 amount of approximately $0.1 million for the first quarters of
fiscal 2010 and 2009.
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, 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.
7
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
The
adjusted cost and estimated market value of available-for-sale investments at
March 31, 2009, by contractual maturity, were as follows:
March
31, 2009
|
||||||||
Amortized
Cost
|
Estimated
Market
Value
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Due
in one year or less
|
$ | 46,174 | $ | 45,493 | ||||
Due
after one year through five years
|
145,024 | 141,220 | ||||||
Due
after five years through ten years
|
84,684 | 83,844 | ||||||
After
ten years
|
229,308 | 220,719 | ||||||
505,190 | 491,276 | |||||||
Mortgage
backed securities
|
12,074 | 10,402 | ||||||
Redeemable
preferred stocks
|
15,391 | 7,806 | ||||||
Equity
securities
|
70 | 7 | ||||||
Less:
Preferred stock of AMERCO held by RepWest
|
(882 | ) | (904 | ) | ||||
$ | 531,843 | $ | 508,587 |
4.
Borrowings
Long-Term
Debt
Long-term
debt was as follows:
June
30,
|
March
31,
|
|||||||||||||||
2010
Rate (a)
|
Maturities
|
2009
|
2009
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||
Real
estate loan (amortizing term)
|
6.93 | % |
2018
|
$ | 272,500 | $ | 275,000 | |||||||||
Real
estate loan (revolving credit)
|
1.83 | % |
2018
|
170,000 | 170,000 | |||||||||||
Real
estate loan (amortizing term) (b)
|
3.32 | % |
2010
|
32,682 | 37,280 | |||||||||||
Senior
mortgages
|
5.47% - 5.75 | % |
2015
|
493,954 | 496,156 | |||||||||||
Working
capital loan (revolving credit)
|
- |
2010
|
- | - | ||||||||||||
Fleet
loans (amortizing term)
|
4.87% - 7.95 | % | 2012-2016 | 287,403 | 299,505 | |||||||||||
Fleet
loans (securitization)
|
5.40% - 5.56 | % | 2010-2014 | 248,993 | 256,690 | |||||||||||
Other
obligations
|
5.64% - 7.39 | % | 2010-2016 | 28,788 | 11,859 | |||||||||||
Total
AMERCO notes, loans and leases payable
|
$ | 1,534,320 | $ | 1,546,490 | ||||||||||||
(a)
Interest rate as of June 30, 2009, including the effect of applicable
hedging instruments.
|
||||||||||||||||
(b)
Revolving credit loan for March 31, 2009 was modified to an amortizing
term loan in June 2009.
|
8
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
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 June 30, 2009, the outstanding balance on
the Real Estate Loan was $272.5 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 June 30, 2009, the applicable LIBOR was 0.33% and the
applicable margin was 1.50%, the sum of which was 1.83%. 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 June 30, 2009, the applicable LIBOR was
0.33% and the applicable margin was 1.50%, the sum of which was
1.83%.
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.
Amerco
Real Estate Company and a subsidiary of U-Haul International, Inc. entered into
a revolving credit construction loan effective June 29, 2006. This loan was
modified and extended on June 25, 2009 into a term loan with a final maturity of
June 2010. As of June 30, 2009, the outstanding balance was $32.7
million.
This Real
Estate Loan requires monthly principal and interest payments with the unpaid
principal and any accrued and unpaid interest due at maturity. The loan was used
to develop new or existing storage properties. The loan is secured by these
properties. The interest rate, per the provision of the Loan Agreement, is the
applicable LIBOR plus a margin of 3.00%. At June 30, 2009, the applicable LIBOR
was 0.32% and the margin was 3.00%, the sum of which was 3.32%. U-Haul
International, Inc. and AMERCO are guarantors of this loan. The default
provisions of the loan include non-payment of principal or interest and other
standard reporting and change-in-control covenants.
Senior
Mortgages
Various
subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are
borrowers under certain senior mortgages. These senior mortgages loan balances
as of June 30, 2009 were in the aggregate amount of $440.6 million and are due
July 2015. The Senior Mortgages require average monthly principal and interest
payments of $3.0 million with the unpaid loan balance and accrued and unpaid
interest due at maturity. These senior mortgages are secured by certain
properties owned by the borrowers. The interest rates, per the provisions of
these senior mortgages, are 5.68% and 5.52% per annum. Amerco Real Estate
Company and U-Haul International, Inc. have provided limited guarantees of these
senior mortgages. The default provisions of these senior mortgages include
non-payment of principal or interest and other standard reporting and
change-in-control covenants. There are limited restrictions regarding our use of
the funds.
Various
subsidiaries of the Company are borrowers under the mortgage backed loans that
we also classify as senior mortgages. These loans are secured by certain
properties owned by the borrowers. The loan balance of these notes totals $53.4
million as of June 30, 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.
9
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
Working
Capital Loans
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 2010. The loan requires
monthly interest payments with the unpaid loan balance and accrued and unpaid
interest due at maturity. U-Haul International, Inc. and AMERCO are the
guarantors of this loan. The default provisions of the loan include non-payment
of principal or interest and other standard reporting and change-in-control
covenants. At June 30, 2009, the Company had $35.0 million of available
credit.
Fleet
Loans
Rental
Truck Amortizing Loans
U-Haul
International, Inc. and several of its subsidiaries are borrowers under
amortizing term loans. The balance of the loans as of June 30, 2009 were $287.4
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 June 30, 2009, the applicable LIBOR was 0.32% to 0.33% 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 other
than one loan with a fixed rate of 7.95%.
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 June 30, 2009, the outstanding balance was $162.4 million.
The note is secured by the box trucks that were purchased and operating cash
flows associated with their operation.
The Cargo
Van/Pickup Note has a fixed interest rate of 5.40% with an estimated final
maturity of May 2010. At June 30, 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 the 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.
10
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
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. In June 2009, the
Company entered into a $12.9 million capital lease for new rental equipment. The
term of the lease is seven years. At June 30, 2009, the balances on these leases
were $23.2 million.
In April
2009, the Company entered into a $7.0 million premium financing arrangement for
one year expiring in March 2010 at a rate of 5.85%. At June 30, 2009, the
outstanding balance of this arrangement was $5.6 million.
Annual
Maturities of AMERCO Consolidated Notes, Loans and Leases Payable
The
annual maturities of AMERCO consolidated long-term debt as of June 30, 2009 for
the next five years and thereafter is as follows:
Year
Ending June 30,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
Thereafter
|
|||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
Notes,
loans and leases payable, secured
|
$ | 207,840 | $ | 80,865 | $ | 122,396 | $ | 106,826 | $ | 157,662 | $ | 858,731 |
5.
Interest on Borrowings
Interest
Expense
Expenses
associated with loans outstanding were as follows:
Quarter
Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Interest
expense
|
$ | 16,059 | $ | 19,587 | ||||
Capitalized
interest
|
(151 | ) | (110 | ) | ||||
Amortization
of transaction costs
|
1,185 | 1,279 | ||||||
Interest
expense resulting from derivatives
|
6,128 | 3,088 | ||||||
Total
interest expense
|
$ | 23,221 | $ | 23,844 |
Interest
paid in cash by AMERCO amounted to $14.9 million and $19.2 million for the first
quarter of fiscal 2010 and 2009, respectively.
11
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED 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
|
|||||||
(Unaudited)
|
|||||||||||
(In
millions)
|
|||||||||||
$ | 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)
|
8/16/2006
|
8/18/2006
|
8/10/2018
|
8/4/2006
|
||||||
30.0 |
(a)
|
2/9/2007
|
2/12/2007
|
2/10/2014
|
2/9/2007
|
||||||
20.0 |
(a)
|
3/8/2007
|
3/12/2007
|
3/10/2014
|
3/8/2007
|
||||||
20.0 |
(a)
|
3/8/2007
|
3/12/2007
|
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
|
4/15/2016
|
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 quarter ended June
30, 2009, the Company reclassified $0.2 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.
12
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
As of
June 30, 2009, the total notional amount of the Company’s variable interest rate
swaps was $561.5 million.
The
derivative fair values located in Accounts payable and accrued expenses in the
balance sheets were as follows:
Liability
Derivatives
|
||||||||
Fair
Value as of
|
||||||||
June
30, 2009
|
March
31, 2009
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Interest
rate contracts designated as hedging instruments under Statement
133
|
$ | 56,095 | $ | 79,118 | ||||
The
Effect of Interest Rate Contracts on the Statement of
Operations
|
June
30, 2009
|
|||
(Unaudited)
|
||||
(In
thousands)
|
||||
Amount
of loss recognized in income on interest rate contracts
|
$ | 6,128 | ||
Amount
of gain recognized in AOCI on interest rate contracts (effective
portion)
|
$ | 22,368 | ||
Amount
of loss reclassified from AOCI into income (effective
portion)
|
$ | 6,783 | ||
Amount
of gain recognized in income on interest rate contracts (ineffective
portion and amount excluded from effectiveness testing)
|
$ | 655 |
Amounts
of gains or (losses) recognized in income on derivatives are located in interest
expense in the statement of operations.
Interest
Rates
Interest
rates and Company borrowings were as follows:
Revolving
Credit Activity
|
||||||||
Quarter
Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except interest rates)
|
||||||||
Weighted
average interest rate during the quarter
|
1.90 | % | 4.25 | % | ||||
Interest
rate at the end of the quarter
|
1.83 | % | 4.10 | % | ||||
Maximum
amount outstanding during the quarter
|
$ | 207,280 | $ | 132,280 | ||||
Average
amount outstanding during the quarter
|
$ | 205,232 | $ | 128,134 | ||||
Facility
fees
|
$ | 242 | $ | 74 |
13
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
6.
Stockholders Equity
On
December 3, 2008, the AMERCO Board of Directors (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 may 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.
From
January 1, 2009 through March 31, 2009, RepWest purchased 50,200 shares of
Series A Preferred on the open market for $0.9 million. RepWest purchased an
additional 15,900 shares on the open market for $0.3 million in the second
quarter of fiscal 2010. RepWest may continue to make investments in AMERCO’s
Preferred Shares in the future.
7.
Comprehensive Income (Loss)
A summary
of accumulated other comprehensive income (loss) components, net of tax, were as
follows:
Foreign
Currency Translation
|
Unrealized
Loss on Investments
|
Fair
Market Value of Cash Flow Hedge
|
Postretirement
Benefit Obligation Gain
|
Accumulated
Other Comprehensive Income (Loss)
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Balance
at March 31, 2009
|
$ | (43,613 | ) | $ | (7,323 | ) | $ | (48,411 | ) | $ | 1,347 | $ | (98,000 | ) | ||||||
Foreign
currency translation
|
4,229 | - | - | - | 4,229 | |||||||||||||||
Unrealized
loss on investments
|
- | (3,373 | ) | - | - | (3,373 | ) | |||||||||||||
Change
in fair value of cash flow hedge
|
- | - | 13,869 | - | 13,869 | |||||||||||||||
Balance
at June 30, 2009
|
$ | (39,384 | ) | $ | (10,696 | ) | $ | (34,542 | ) | $ | 1,347 | $ | (83,275 | ) |
14
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
8.
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 June 30,
2009, AMERCO has guaranteed $184.2 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
commitments for leases having terms of more than one year were as
follows:
Property,
Plant
and
Equipment
|
Rental
Equipment
|
Total
|
||||||||||
(Unaudited)
|
||||||||||||
(In
thousands)
|
||||||||||||
Year-ended
June 30:
|
||||||||||||
2010
|
$ | 14,499 | $ | 129,135 | $ | 143,634 | ||||||
2011
|
14,253 | 111,117 | 125,370 | |||||||||
2012
|
13,961 | 96,432 | 110,393 | |||||||||
2013
|
13,469 | 79,580 | 93,049 | |||||||||
2014
|
11,672 | 62,358 | 74,030 | |||||||||
Thereafter
|
5,922 | 46,942 | 52,864 | |||||||||
Total
|
$ | 73,776 | $ | 525,564 | $ | 599,340 |
15
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
9.
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.
16
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
Based
upon the information currently available to Real Estate, compliance with the
environmental laws and its share of the costs of investigation and cleanup of
known hazardous waste sites are not expected to result in a material adverse
effect on AMERCO’s financial position or results of operations. Real Estate
expects to spend approximately $5.2 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
and results of operations.
10.
Related Party Transactions
AMERCO
has engaged in related party transactions and has continuing related party
interests with certain major stockholders, directors and officers of the
consolidated group as disclosed below. Management believes that the transactions
described below and in the related notes were consummated on terms equivalent to
those that would prevail in arm’s-length transactions.
SAC
Holding Corporation and its subsidiaries (“SAC Holding Corporation”) and SAC
Holding II Corporation and its subsidiaries (“SAC Holding II”), collectively
referred to as “SAC Holdings” were established in order to acquire self-storage
properties. These properties are being managed by the Company pursuant to
management agreements. The sale of self-storage properties by the Company to SAC
Holdings has in the past provided significant cash flows to the
Company.
Management
believes that its sales of self-storage properties to SAC Holdings has provided
a unique structure for the Company to earn moving equipment rental revenues and
property management fee revenues from the SAC Holdings self-storage properties
that the Company manages.
During
the first quarter of fiscal 2010, subsidiaries of the Company held various
junior unsecured notes of SAC Holdings. Substantially all of the equity interest
of SAC Holdings is controlled by Blackwater Investments, Inc. (“Blackwater”).
Blackwater is wholly-owned by Mark V. Shoen, a significant shareholder and
executive officer of AMERCO. The Company does not have an equity ownership
interest in SAC Holdings. The Company recorded interest income of $4.7 million
and $4.6 million, and received cash interest payments of $2.8 million and $4.9
million, from SAC Holdings during the first quarter of fiscal 2010 and 2009,
respectively. The largest aggregate amount of notes receivable outstanding
during the first quarter of fiscal 2010 was $197.6 million and the aggregate
notes receivable balance at June 30, 2009 was $197.4 million. In accordance with
the terms of these notes, SAC Holdings may repay the notes without penalty or
premium at any time.
Interest
accrues on the outstanding principal balance of junior notes of SAC Holdings
that the Company holds at a 9.0% rate per annum. A fixed portion of that basic
interest is paid on a monthly basis. Additional interest can be earned on notes
totaling $122.2 million of principal depending upon the amount of remaining
basic interest and the cash flow generated by the underlying property. This
amount is referred to as the “cash flow-based calculation.”
To the
extent that this cash flow-based calculation exceeds the amount of remaining
basic interest, contingent interest would be paid on the same monthly date as
the fixed portion of basic interest. To the extent that the cash flow-based
calculation is less than the amount of remaining basic interest, the additional
interest payable on the applicable monthly date is limited to the amount of that
cash flow-based calculation. In such a case, the excess of the remaining basic
interest over the cash flow-based calculation is deferred. In addition, subject
to certain contingencies, the junior notes provide that the holder of the note
is entitled to receive a portion of the appreciation realized upon, among other
things, the sale of such property by SAC Holdings. To date, no excess cash flows
related to these arrangements have been earned or paid.
During
the first quarter of fiscal 2010, 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 $1.3 million for the first quarter of fiscal 2010 and 2009
and received cash interest payments of $1.3 million from Private Mini for the
first quarter of fiscal 2010 and 2009. The balance of notes receivable from
Private Mini at June 30, 2009 was $68.0 million. The largest aggregate amount of
notes receivable outstanding during the first quarter of fiscal 2010 was $68.2
million.
17
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED 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 $9.7 million and
$10.9 million from the above mentioned entities during the first quarter of
fiscal 2010 and 2009, respectively. This management fee is consistent with the
fee received for other properties the Company previously managed for third
parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini are substantially
controlled by Blackwater. Mercury is substantially controlled by Mark V. Shoen.
James P. Shoen, a significant shareholder and director of AMERCO, has an
interest in Mercury.
The
Company leases space for marketing company offices, vehicle repair shops and
hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy.
Total lease payments pursuant to such leases were $0.6 million during the first
quarter of fiscal 2010 and 2009. The terms of the leases are similar to the
terms of leases for other properties owned by unrelated parties that are leased
to the Company.
At June
30, 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 revenues. The Company paid the above mentioned entities $9.2
million and $9.5 million in commissions pursuant to such dealership contracts
during the first quarter of fiscal 2010 and 2009, respectively.
These
agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and
Private Mini, excluding Dealer Agreements, provided revenues of $10.0 million,
expenses of $0.6 million and cash flows of $11.3 million during the first
quarter of fiscal 2010. Revenues and commission expenses related to the Dealer
Agreements were $43.8 million and $9.2 million, respectively.
From
January 1, 2009 through March 31, 2009, RepWest purchased 50,200 shares of
Series A Preferred on the open market for $0.9 million. RepWest purchased an
additional 15,900 shares on the open market for $0.3 million in the second
quarter of fiscal 2010. RepWest may continue to make investments in AMERCO’s
Preferred Shares in the future.
Related
Party Assets
June
30,
|
March
31,
|
|||||||
2009
|
2009
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
U-Haul
notes, receivables and interest from Private Mini
|
$ | 70,230 | $ | 70,584 | ||||
U-Haul
notes receivable from SAC Holdings Corporation
|
197,405 | 197,552 | ||||||
U-Haul
interest receivable from SAC Holdings Corporation
|
10,724 | 8,815 | ||||||
U-Haul
receivable from SAC Holdings Corporation
|
13,427 | 20,517 | ||||||
U-Haul
receivable from Mercury
|
4,411 | 6,264 | ||||||
Other
|
(20 | ) | (198 | ) | ||||
$ | 296,177 | $ | 303,534 |
18
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
11.
Consolidating Financial Information by Industry Segment
AMERCO
has three reportable segments. They are Moving and Storage, Property and
Casualty Insurance and Life Insurance. 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.
AMERCO’s
three reportable segments are:
|
(a)
|
Moving
and Storage, comprised of AMERCO, U-Haul, and Real Estate and the
subsidiaries of U-Haul and Real
Estate,
|
|
(b)
|
Property
and Casualty Insurance, comprised of RepWest and its subsidiaries and
ARCOA, and
|
|
(c)
|
Life
Insurance, comprised of Oxford and its
subsidiaries.
|
The
information includes elimination entries necessary to consolidate AMERCO, the
parent, with its subsidiaries.
Investments
in subsidiaries are accounted for by the parent using the equity method of
accounting.
19
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
11. Financial
Information by Consolidating Industry Segment:
Consolidating
balance sheets by industry segment as of June 30, 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
|
||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||||
Cash
and cash equivalents
|
$ | 38 | $ | 203,260 | $ | - | $ | - | $ | 203,298 | $ | 19,610 | $ | 3,809 | $ | - | $ | 226,717 | ||||||||||||||||||||
Reinsurance
recoverables and trade receivables, net
|
- | 27,528 | 25 | - | 27,553 | 186,308 | 11,856 | - | 225,717 | |||||||||||||||||||||||||||||
Notes
and mortgage receivables, net
|
- | 2,086 | 642 | - | 2,728 | - | - | - | 2,728 | |||||||||||||||||||||||||||||
Inventories,
net
|
- | 64,188 | - | - | 64,188 | - | - | - | 64,188 | |||||||||||||||||||||||||||||
Prepaid
expenses
|
210 | 61,038 | 167 | - | 61,415 | - | - | - | 61,415 | |||||||||||||||||||||||||||||
Investments,
fixed maturities and marketable equities
|
- | - | - | - | - | 86,395 | 423,096 | (904 | ) |
(d)
|
508,587 | |||||||||||||||||||||||||||
Investments,
other
|
- | 874 | 13,990 | - | 14,864 | 111,715 | 90,759 | - | 217,338 | |||||||||||||||||||||||||||||
Deferred
policy acquisition costs, net
|
- | - | - | - | - | - | 45,432 | - | 45,432 | |||||||||||||||||||||||||||||
Other
assets
|
9 | 105,325 | 28,600 | - | 133,934 | 764 | 393 | - | 135,091 | |||||||||||||||||||||||||||||
Related
party assets
|
1,236,569 | 240,620 | 43,377 | (1,222,290 | ) |
(c)
|
298,276 | 2,795 | - | (4,894 | ) |
(c)
|
296,177 | |||||||||||||||||||||||||
1,236,826 | 704,919 | 86,801 | (1,222,290 | ) | 806,256 | 407,587 | 575,345 | (5,798 | ) | 1,783,390 | ||||||||||||||||||||||||||||
Investment
in subsidiaries
|
(297,699 | ) | - | - | 601,574 |
(b)
|
303,875 | - | - | (303,875 | ) |
(b)
|
- | |||||||||||||||||||||||||
Property,
plant and equipment, at cost:
|
||||||||||||||||||||||||||||||||||||||
Land
|
- | 41,319 | 173,058 | - | 214,377 | - | - | - | 214,377 | |||||||||||||||||||||||||||||
Buildings
and improvements
|
- | 143,433 | 795,831 | - | 939,264 | - | - | - | 939,264 | |||||||||||||||||||||||||||||
Furniture
and equipment
|
263 | 318,214 | 18,143 | - | 336,620 | - | - | - | 336,620 | |||||||||||||||||||||||||||||
Rental
trailers and other rental equipment
|
- | 223,685 | - | - | 223,685 | - | - | - | 223,685 | |||||||||||||||||||||||||||||
Rental
trucks
|
- | 1,678,102 | - | - | 1,678,102 | - | - | - | 1,678,102 | |||||||||||||||||||||||||||||
263 | 2,404,753 | 987,032 | - | 3,392,048 | - | - | - | 3,392,048 | ||||||||||||||||||||||||||||||
Less: Accumulated
depreciation
|
(223 | ) | (1,012,956 | ) | (322,810 | ) | - | (1,335,989 | ) | - | - | - | (1,335,989 | ) | ||||||||||||||||||||||||
Total
property, plant and equipment
|
40 | 1,391,797 | 664,222 | - | 2,056,059 | - | - | - | 2,056,059 | |||||||||||||||||||||||||||||
Total
assets
|
$ | 939,167 | $ | 2,096,716 | $ | 751,023 | $ | (620,716 | ) | $ | 3,166,190 | $ | 407,587 | $ | 575,345 | $ | (309,673 | ) | $ | 3,839,449 | ||||||||||||||||||
(a) Balances
as of March 31, 2009
|
||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries
|
||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany preferred stock investment
|
20
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
Consolidating
balance sheets by industry segment as of June 30, 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
|
|||||||||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||
Liabilities:
|
|||||||||||||||||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$ | 1,471 | $ | 296,221 | $ | 4,553 | $ | - | $ | 302,245 | $ | - | $ | 3,298 | $ | - | $ | 305,543 | |||||||||||||||||||||||
AMERCO's
notes, loans and leases payable
|
- | 616,833 | 917,487 | - | 1,534,320 | - | - | - | 1,534,320 | ||||||||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
- | 365,608 | - | - | 365,608 | 286,568 | 134,578 | - | 786,754 | ||||||||||||||||||||||||||||||||
Liabilities
from investment contracts
|
- | - | - | - | - | - | 292,662 | - | 292,662 | ||||||||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | 7,901 | 2,042 | - | 9,943 | ||||||||||||||||||||||||||||||||
Deferred
income
|
- | 28,730 | - | - | 28,730 | - | - | - | 28,730 | ||||||||||||||||||||||||||||||||
Deferred
income taxes
|
180,251 | - | - | - | 180,251 | (36,846 | ) | (13,048 | ) | (8 | ) |
(d)
|
130,349 | ||||||||||||||||||||||||||||
Related
party liabilities
|
- | 1,225,282 | - | (1,222,290 | ) |
(c)
|
2,992 | 1,833 | 69 | (4,894 | ) |
(c)
|
- | ||||||||||||||||||||||||||||
Total
liabilities
|
181,722 | 2,532,674 | 922,040 | (1,222,290 | ) | 2,414,146 | 259,456 | 419,601 | (4,902 | ) | 3,088,301 | ||||||||||||||||||||||||||||||
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
|
420,809 | 121,230 | 147,481 | (268,711 | ) |
(b)
|
420,809 | 89,620 | 26,271 | (117,096 | ) |
(b,d)
|
419,604 | ||||||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
(83,261 | ) | (72,579 | ) | - | 72,579 |
(b)
|
(83,261 | ) | (4,312 | ) | (6,370 | ) | 10,668 |
(b,d)
|
(83,275 | ) | ||||||||||||||||||||||||
Retained
earnings (deficit)
|
935,053 | (479,748 | ) | (318,499 | ) | 798,247 |
(b)
|
935,053 | 59,522 | 133,343 | (192,542 | ) |
(b)
|
935,376 | |||||||||||||||||||||||||||
Cost
of common shares in treasury, net
|
(525,653 | ) | - | - | - | (525,653 | ) | - | - | - | (525,653 | ) | |||||||||||||||||||||||||||||
Unearned
employee stock ownership plan shares
|
- | (5,401 | ) | - | - | (5,401 | ) | - | - | - | (5,401 | ) | |||||||||||||||||||||||||||||
Total
stockholders' equity (deficit)
|
757,445 | (435,958 | ) | (171,017 | ) | 601,574 | 752,044 | 148,131 | 155,744 | (304,771 | ) | 751,148 | |||||||||||||||||||||||||||||
Total
liabilities and stockholders' equity
|
$ | 939,167 | $ | 2,096,716 | $ | 751,023 | $ | (620,716 | ) | $ | 3,166,190 | $ | 407,587 | $ | 575,345 | $ | (309,673 | ) | $ | 3,839,449 | |||||||||||||||||||||
(a) Balances
as of March 31, 2009
|
|||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate investment in subsidiaries
|
|||||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany receivables and payables
|
|||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany preferred stock investment
|
21
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED 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)
|
||||||||||||||||||||||||||||||||||||||
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
|
22
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED 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
|
23
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
Consolidating
statement of operations by industry segment for the quarter ending June 30, 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
|
|||||||||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||
Revenues:
|
|||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$ | - | $ | 373,255 | $ | - | $ | - | $ | 373,255 | $ | - | $ | - | $ | (314 | ) |
(c)
|
$ | 372,941 | |||||||||||||||||||||
Self-storage
revenues
|
- | 26,658 | 346 | - | 27,004 | - | - | - | 27,004 | ||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
- | 57,822 | - | - | 57,822 | - | - | - | 57,822 | ||||||||||||||||||||||||||||||||
Property
management fees
|
- | 4,450 | - | - | 4,450 | - | - | - | 4,450 | ||||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
- | - | - | - | - | 6,215 | - | - | 6,215 | ||||||||||||||||||||||||||||||||
Net
investment and interest income
|
1,072 | 5,537 | - | - | 6,609 | 1,836 | 5,532 | (297 | ) | (b,d) | 13,680 | ||||||||||||||||||||||||||||||
Other
revenue
|
- | 11,923 | 18,302 | (19,692 | ) |
(b)
|
10,533 | - | 736 | (326 | ) |
(b)
|
10,943 | ||||||||||||||||||||||||||||
Total
revenues
|
1,072 | 479,645 | 18,648 | (19,692 | ) | 479,673 | 8,051 | 33,872 | (937 | ) | 520,659 | ||||||||||||||||||||||||||||||
Costs
and expenses:
|
|||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
2,686 | 265,591 | 2,241 | (19,692 | ) |
(b)
|
250,826 | 3,262 | 5,045 | (632 | ) | (b,c,d) | 258,501 | ||||||||||||||||||||||||||||
Commission
expenses
|
- | 44,411 | - | - | 44,411 | - | - | - | 44,411 | ||||||||||||||||||||||||||||||||
Cost
of sales
|
- | 30,450 | - | - | 30,450 | - | - | - | 30,450 | ||||||||||||||||||||||||||||||||
Benefits
and losses
|
- | - | - | - | - | 3,362 | 24,332 | - | 27,694 | ||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | - | 1,917 | - | 1,917 | ||||||||||||||||||||||||||||||||
Lease
expense
|
14 | 39,562 | 2 | - | 39,578 | - | - | (305 | ) |
(b)
|
39,273 | ||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
4 | 56,038 | 3,175 | - | 59,217 | - | - | - | 59,217 | ||||||||||||||||||||||||||||||||
Total
costs and expenses
|
2,704 | 436,052 | 5,418 | (19,692 | ) | 424,482 | 6,624 | 31,294 | (937 | ) | 461,463 | ||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
8,777 | - | - | (6,191 | ) |
(e)
|
2,586 | - | - | (2,586 | ) |
(e)
|
- | ||||||||||||||||||||||||||||
Earnings
from operations
|
7,145 | 43,593 | 13,230 | (6,191 | ) | 57,777 | 1,427 | 2,578 | (2,586 | ) | 59,196 | ||||||||||||||||||||||||||||||
Interest
income (expense)
|
23,411 | (38,206 | ) | (8,426 | ) | - | (23,221 | ) | - | - | - | (23,221 | ) | ||||||||||||||||||||||||||||
Pretax
earnings
|
30,556 | 5,387 | 4,804 | (6,191 | ) | 34,556 | 1,427 | 2,578 | (2,586 | ) | 35,975 | ||||||||||||||||||||||||||||||
Income
tax expense
|
(8,124 | ) | (1,912 | ) | (2,088 | ) | - | (12,124 | ) | (500 | ) | (919 | ) | - | (13,543 | ) | |||||||||||||||||||||||||
Net
earnings
|
22,432 | 3,475 | 2,716 | (6,191 | ) | 22,432 | 927 | 1,659 | (2,586 | ) | 22,432 | ||||||||||||||||||||||||||||||
Excess
carrying amount of preferred stock over consideration paid
|
- | - | - | - | - | - | - | 323 | 323 | ||||||||||||||||||||||||||||||||
Less: Preferred
stock dividends
|
(3,241 | ) | - | - | - | (3,241 | ) | - | - | - | (3,241 | ) | |||||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$ | 19,191 | $ | 3,475 | $ | 2,716 | $ | (6,191 | ) | $ | 19,191 | $ | 927 | $ | 1,659 | $ | (2,263 | ) | $ | 19,514 | |||||||||||||||||||||
(a) Balances
for the quarter ended March 31, 2009
|
|||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income
|
|||||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany premiums
|
|||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate intercompany interest on debt
|
|||||||||||||||||||||||||||||||||||||||||
(e)
Eliminate equity in earnings of subsidiaries
|
24
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
Consolidating
statements of operations by industry for the quarter ended June 30, 2008 are as
follows:
Moving
& Storage
|
AMERCO
Legal Group
|
||||||||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Eliminations
|
Moving
& Storage
Consolidated
|
Property
& Casualty Insurance (a)
|
Life
Insurance
(a)
|
Eliminations
|
AMERCO
Consolidated
|
|||||||||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||||||||||||||||
Revenues:
|
|||||||||||||||||||||||||||||||||||||||||
Self-moving
equipment rentals
|
$ | - | $ | 390,029 | $ | - | $ | - | $ | 390,029 | $ | - | $ | - | $ | - | $ | 390,029 | |||||||||||||||||||||||
Self-storage
revenues
|
- | 27,144 | 407 | - | 27,551 | - | - | - | 27,551 | ||||||||||||||||||||||||||||||||
Self-moving
& self-storage products & service sales
|
- | 62,556 | - | - | 62,556 | - | - | - | 62,556 | ||||||||||||||||||||||||||||||||
Property
management fees
|
- | 4,716 | - | - | 4,716 | - | - | - | 4,716 | ||||||||||||||||||||||||||||||||
Life
insurance premiums
|
- | - | - | - | - | - | 26,917 | - | 26,917 | ||||||||||||||||||||||||||||||||
Property
and casualty insurance premiums
|
- | - | - | - | - | 6,124 | - | - | 6,124 | ||||||||||||||||||||||||||||||||
Net
investment and interest income
|
1,143 | 5,874 | - | - | 7,017 | 2,766 | 5,189 | (376 | ) | (b,c) | 14,596 | ||||||||||||||||||||||||||||||
Other
revenue
|
- | 10,850 | 17,836 | (19,014 | ) |
(b)
|
9,672 | - | 957 | (324 | ) |
(b)
|
10,305 | ||||||||||||||||||||||||||||
Total
revenues
|
1,143 | 501,169 | 18,243 | (19,014 | ) | 501,541 | 8,890 | 33,063 | (700 | ) | 542,794 | ||||||||||||||||||||||||||||||
Costs
and expenses:
|
|||||||||||||||||||||||||||||||||||||||||
Operating
expenses
|
2,612 | 267,668 | 2,200 | (19,014 | ) |
(b)
|
253,466 | 2,851 | 5,772 | (376 | ) | (b,c) | 261,713 | ||||||||||||||||||||||||||||
Commission
expenses
|
- | 47,965 | - | - | 47,965 | - | - | - | 47,965 | ||||||||||||||||||||||||||||||||
Cost
of sales
|
- | 34,985 | - | - | 34,985 | - | - | - | 34,985 | ||||||||||||||||||||||||||||||||
Benefits
and losses
|
- | - | - | - | - | 3,831 | 21,044 | - | 24,875 | ||||||||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 3 | 2,085 | - | 2,088 | ||||||||||||||||||||||||||||||||
Lease
expense
|
23 | 34,845 | 1 | - | 34,869 | - | - | (301 | ) |
(b)
|
34,568 | ||||||||||||||||||||||||||||||
Depreciation,
net of (gains) losses on disposals
|
5 | 61,911 | 3,022 | - | 64,938 | - | - | - | 64,938 | ||||||||||||||||||||||||||||||||
Total
costs and expenses
|
2,640 | 447,374 | 5,223 | (19,014 | ) | 436,223 | 6,685 | 28,901 | (677 | ) | 471,132 | ||||||||||||||||||||||||||||||
Equity
in earnings of subsidiaries
|
16,884 | - | - | (12,516 | ) |
(d)
|
4,368 | - | - | (4,368 | ) |
(d)
|
- | ||||||||||||||||||||||||||||
Earnings
from operations
|
15,387 | 53,795 | 13,020 | (12,516 | ) | 69,686 | 2,205 | 4,162 | (4,391 | ) | 71,662 | ||||||||||||||||||||||||||||||
Interest
income (expense)
|
22,370 | (35,354 | ) | (10,883 | ) | - | (23,867 | ) | - | - | 23 |
(c)
|
(23,844 | ) | |||||||||||||||||||||||||||
Pretax
earnings
|
37,757 | 18,441 | 2,137 | (12,516 | ) | 45,819 | 2,205 | 4,162 | (4,368 | ) | 47,818 | ||||||||||||||||||||||||||||||
Income
tax expense
|
(7,931 | ) | (6,881 | ) | (1,181 | ) | - | (15,993 | ) | (773 | ) | (1,226 | ) | - | (17,992 | ) | |||||||||||||||||||||||||
Net
earnings
|
29,826 | 11,560 | 956 | (12,516 | ) | 29,826 | 1,432 | 2,936 | (4,368 | ) | 29,826 | ||||||||||||||||||||||||||||||
Less: Preferred
stock dividends
|
(3,241 | ) | - | - | - | (3,241 | ) | - | - | - | (3,241 | ) | |||||||||||||||||||||||||||||
Earnings
available to common shareholders
|
$ | 26,585 | $ | 11,560 | $ | 956 | $ | (12,516 | ) | $ | 26,585 | $ | 1,432 | $ | 2,936 | $ | (4,368 | ) | $ | 26,585 | |||||||||||||||||||||
(a) Balances
for the quarter ended March 31, 2008
|
|||||||||||||||||||||||||||||||||||||||||
(b)
Eliminate intercompany lease income
|
|||||||||||||||||||||||||||||||||||||||||
(c)
Eliminate intercompany interest on debt
|
|||||||||||||||||||||||||||||||||||||||||
(d)
Eliminate equity in earnings of subsidiaries
|
25
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
Consolidating
cash flow statements by industry segment for the quarter ended June 30, 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
|
||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||
Net
earnings
|
$ | 22,432 | $ | 3,475 | $ | 2,716 | $ | (6,191 | ) | $ | 22,432 | $ | 927 | $ | 1,659 | $ | (2,586 | ) | $ | 22,432 | ||||||||||||||||
Earnings
from consolidated entities
|
(8,777 | ) | - | - | 6,191 | (2,586 | ) | - | - | 2,586 | - | |||||||||||||||||||||||||
Adjustments
to reconcile net earnings to the cash provided by
operations:
|
||||||||||||||||||||||||||||||||||||
Depreciation
|
4 | 54,699 | 3,176 | - | 57,879 | - | - | - | 57,879 | |||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | - | 1,917 | - | 1,917 | |||||||||||||||||||||||||||
Change
in allowance for losses on trade receivables
|
- | 14 | - | - | 14 | - | (1 | ) | - | 13 | ||||||||||||||||||||||||||
Change
in allowance for losses on mortgage notes
|
- | (6 | ) | - | - | (6 | ) | - | - | - | (6 | ) | ||||||||||||||||||||||||
Change
in allowance for inventory reserve
|
- | 754 | - | - | 754 | - | - | - | 754 | |||||||||||||||||||||||||||
Net
(gain) loss on sale of real and personal property
|
- | 1,339 | (1 | ) | - | 1,338 | - | - | - | 1,338 | ||||||||||||||||||||||||||
Net
(gain) loss on sale of investments
|
- | - | - | - | - | 54 | (679 | ) | - | (625 | ) | |||||||||||||||||||||||||
Deferred
income taxes
|
10,712 | - | - | - | 10,712 | 301 | (5,685 | ) | - | 5,328 | ||||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
- | (9,278 | ) | (6 | ) | - | (9,284 | ) | (1,396 | ) | (1,210 | ) | - | (11,890 | ) | |||||||||||||||||||||
Inventories
|
- | 5,807 | - | - | 5,807 | - | - | - | 5,807 | |||||||||||||||||||||||||||
Prepaid
expenses
|
919 | (8,037 | ) | (96 | ) | - | (7,214 | ) | - | - | - | (7,214 | ) | |||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
- | - | - | - | - | - | (3,063 | ) | - | (3,063 | ) | |||||||||||||||||||||||||
Other
assets
|
- | (1,598 | ) | 384 | - | (1,214 | ) | 73 | (21 | ) | - | (1,162 | ) | |||||||||||||||||||||||
Related
party assets
|
174 | 7,281 | (8 | ) | - | 7,447 | 345 | - | - | 7,792 | ||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
(535 | ) | 8,389 | (755 | ) | - | 7,099 | - | (230 | ) | - | 6,869 | ||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
- | 6,249 | - | - | 6,249 | (1,881 | ) | 1,999 | - | 6,367 | ||||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | (1,875 | ) | (146 | ) | - | (2,021 | ) | ||||||||||||||||||||||||
Deferred
income
|
- | 4,050 | - | - | 4,050 | - | - | - | 4,050 | |||||||||||||||||||||||||||
Related
party liabilities
|
- | 197 | - | - | 197 | (487 | ) | (53 | ) | - | (343 | ) | ||||||||||||||||||||||||
Net
cash provided (used) by operating activities
|
24,929 | 73,335 | 5,410 | - | 103,674 | (3,939 | ) | (5,513 | ) | - | 94,222 | |||||||||||||||||||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||||||||||||||||||
Purchases
of:
|
||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | (120,567 | ) | (2,979 | ) | - | (123,546 | ) | - | - | - | (123,546 | ) | |||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | (10,398 | ) | (41,137 | ) | - | (51,535 | ) | ||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | (4,392 | ) | (29,255 | ) | - | (33,647 | ) | ||||||||||||||||||||||||
Preferred
stock
|
- | - | - | - | - | (882 | ) | - | - | (882 | ) | |||||||||||||||||||||||||
Real
estate
|
- | - | (293 | ) | - | (293 | ) | - | - | - | (293 | ) | ||||||||||||||||||||||||
Mortgage
loans
|
- | (288 | ) | - | - | (288 | ) | - | - | - | (288 | ) | ||||||||||||||||||||||||
Proceeds
from sales of:
|
||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | 36,988 | 1,100 | - | 38,088 | - | - | - | 38,088 | |||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | 12,402 | 48,376 | - | 60,778 | |||||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | 7,603 | 32,969 | - | 40,572 | |||||||||||||||||||||||||||
Real
estate
|
- | - | - | - | - | 12 | - | - | 12 | |||||||||||||||||||||||||||
Mortgage
loans
|
- | - | - | - | - | 7 | 728 | - | 735 | |||||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
- | 100 | 397 | - | 497 | - | - | - | 497 | |||||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
- | (83,767 | ) | (1,775 | ) | - | (85,542 | ) | 4,352 | 11,681 | - | (69,509 | ) | |||||||||||||||||||||||
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2009
|
26
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the quarter ended
June 30, 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
|
||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
- | 12,269 | 1,209 | - | 13,478 | - | - | - | 13,478 | |||||||||||||||||||||||||||
Principal
repayments on credit facilities
|
- | (30,133 | ) | (7,624 | ) | - | (37,757 | ) | - | - | - | (37,757 | ) | |||||||||||||||||||||||
Debt
issuance costs
|
- | (100 | ) | (177 | ) | - | (277 | ) | - | - | - | (277 | ) | |||||||||||||||||||||||
Capital
lease payments
|
- | (329 | ) | - | - | (329 | ) | - | - | - | (329 | ) | ||||||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
- | 264 | - | - | 264 | - | - | - | 264 | |||||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
(21,688 | ) | 18,731 | 2,957 | - | - | - | - | - | - | ||||||||||||||||||||||||||
Preferred
stock dividends paid
|
(3,241 | ) | - | - | - | (3,241 | ) | - | - | - | (3,241 | ) | ||||||||||||||||||||||||
Investment
contract deposits
|
- | - | - | - | - | - | 2,829 | - | 2,829 | |||||||||||||||||||||||||||
Investment
contract withdrawals
|
- | - | - | - | - | - | (13,500 | ) | - | (13,500 | ) | |||||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(24,929 | ) | 702 | (3,635 | ) | - | (27,862 | ) | - | (10,671 | ) | - | (38,533 | ) | ||||||||||||||||||||||
Effects
of exchange rate on cash
|
- | (50 | ) | - | - | (50 | ) | - | - | - | (50 | ) | ||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
- | (9,780 | ) | - | - | (9,780 | ) | 413 | (4,503 | ) | - | (13,870 | ) | |||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
38 | 213,040 | - | - | 213,078 | 19,197 | 8,312 | - | 240,587 | |||||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$ | 38 | $ | 203,260 | $ | - | $ | - | $ | 203,298 | $ | 19,610 | $ | 3,809 | $ | - | $ | 226,717 | ||||||||||||||||||
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2009
|
27
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
Consolidating
cash flow statements by industry segment for the quarter ended June 30, 2008 are
as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||
Cash
flows from operating activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||
Net
earnings
|
$ | 29,826 | $ | 11,560 | $ | 956 | $ | (12,516 | ) | $ | 29,826 | $ | 1,432 | $ | 2,936 | $ | (4,368 | ) | $ | 29,826 | ||||||||||||||||
Earnings
from consolidated entities
|
(16,884 | ) | - | - | 12,516 | (4,368 | ) | - | - | 4,368 | - | |||||||||||||||||||||||||
Adjustments
to reconcile net earnings to the cash provided by
operations:
|
||||||||||||||||||||||||||||||||||||
Depreciation
|
5 | 57,226 | 3,022 | - | 60,253 | - | - | - | 60,253 | |||||||||||||||||||||||||||
Amortization
of deferred policy acquisition costs
|
- | - | - | - | - | 3 | 2,085 | - | 2,088 | |||||||||||||||||||||||||||
Change
in allowance for losses on trade receivables
|
- | (103 | ) | - | - | (103 | ) | - | 27 | - | (76 | ) | ||||||||||||||||||||||||
Change
in allowance for losses on mortgage notes
|
- | (10 | ) | - | - | (10 | ) | - | - | - | (10 | ) | ||||||||||||||||||||||||
Change
in allowance for inventory reserve
|
- | 624 | - | - | 624 | - | - | - | 624 | |||||||||||||||||||||||||||
Net
loss on sale of real and personal property
|
- | 4,685 | - | - | 4,685 | - | - | - | 4,685 | |||||||||||||||||||||||||||
Net
gain on sale of investments
|
- | - | - | - | - | (71 | ) | (67 | ) | - | (138 | ) | ||||||||||||||||||||||||
Deferred
income taxes
|
12,850 | - | - | - | 12,850 | 75 | 953 | - | 13,878 | |||||||||||||||||||||||||||
Net
change in other operating assets and liabilities:
|
||||||||||||||||||||||||||||||||||||
Reinsurance
recoverables and trade receivables
|
- | (8,411 | ) | 1 | - | (8,410 | ) | 2,487 | 34 | - | (5,889 | ) | ||||||||||||||||||||||||
Inventories
|
- | (6,350 | ) | - | - | (6,350 | ) | - | - | - | (6,350 | ) | ||||||||||||||||||||||||
Prepaid
expenses
|
2,600 | (9,559 | ) | 189 | - | (6,770 | ) | - | - | - | (6,770 | ) | ||||||||||||||||||||||||
Capitalization
of deferred policy acquisition costs
|
- | - | - | - | - | 6 | (2,288 | ) | - | (2,282 | ) | |||||||||||||||||||||||||
Other
assets
|
- | (821 | ) | 439 | - | (382 | ) | 496 | 138 | - | 252 | |||||||||||||||||||||||||
Related
party assets
|
90 | 5,323 | (22 | ) | - | 5,391 | 2,879 | - | - | 8,270 | ||||||||||||||||||||||||||
Accounts
payable and accrued expenses
|
1,299 | 23,739 | 466 | - | 25,504 | - | (316 | ) | - | 25,188 | ||||||||||||||||||||||||||
Policy
benefits and losses, claims and loss expenses payable
|
- | 2,248 | - | - | 2,248 | (4,544 | ) | (1,814 | ) | - | (4,110 | ) | ||||||||||||||||||||||||
Other
policyholders' funds and liabilities
|
- | - | - | - | - | (264 | ) | (1,140 | ) | - | (1,404 | ) | ||||||||||||||||||||||||
Deferred
income
|
- | 5,013 | - | - | 5,013 | - | - | - | 5,013 | |||||||||||||||||||||||||||
Related
party liabilities
|
- | (1,247 | ) | - | - | (1,247 | ) | (110 | ) | 22 | - | (1,335 | ) | |||||||||||||||||||||||
Net
cash provided (used) by operating activities
|
29,786 | 83,917 | 5,051 | - | 118,754 | 2,389 | 570 | - | 121,713 | |||||||||||||||||||||||||||
Cash
flows from investing activities:
|
||||||||||||||||||||||||||||||||||||
Purchases
of:
|
||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | (93,751 | ) | (2,506 | ) | - | (96,257 | ) | - | - | - | (96,257 | ) | |||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | (52,392 | ) | (94,042 | ) | - | (146,434 | ) | ||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | (2,018 | ) | (57,778 | ) | - | (59,796 | ) | ||||||||||||||||||||||||
Preferred
stock
|
- | - | - | - | - | - | (1,895 | ) | - | (1,895 | ) | |||||||||||||||||||||||||
Real
estate
|
- | (8 | ) | (18 | ) | - | (26 | ) | - | - | - | (26 | ) | |||||||||||||||||||||||
Mortgage
loans
|
- | (10 | ) | (191 | ) | - | (201 | ) | - | (4,719 | ) | - | (4,920 | ) | ||||||||||||||||||||||
Proceeds
from sales of:
|
||||||||||||||||||||||||||||||||||||
Property,
plant and equipment
|
- | 36,104 | 200 | - | 36,304 | - | - | - | 36,304 | |||||||||||||||||||||||||||
Short
term investments
|
- | - | - | - | - | 16,716 | 70,010 | - | 86,726 | |||||||||||||||||||||||||||
Fixed
maturities investments
|
- | - | - | - | - | 34,363 | 96,556 | - | 130,919 | |||||||||||||||||||||||||||
Equity
securities
|
- | - | - | - | - | - | 27 | - | 27 | |||||||||||||||||||||||||||
Real
estate
|
- | - | - | - | - | 15 | - | - | 15 | |||||||||||||||||||||||||||
Mortgage
loans
|
- | - | - | - | - | 6 | 2,033 | - | 2,039 | |||||||||||||||||||||||||||
Payments
from notes and mortgage receivables
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Net
cash provided (used) by investing activities
|
- | (57,665 | ) | (2,515 | ) | - | (60,180 | ) | (3,310 | ) | 10,192 | - | (53,298 | ) | ||||||||||||||||||||||
(page
1 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2008
|
28
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
Continuation
of consolidating cash flow statements by industry segment for the quarter ended
June 30, 2008, are as follows:
Moving
& Storage
|
AMERCO
Legal Group
|
|||||||||||||||||||||||||||||||||||
AMERCO
|
U-Haul
|
Real
Estate
|
Elimination
|
Moving
& Storage
Consolidated
|
Property
&
Casualty
Insurance
(a)
|
Life
Insurance
(a)
|
Elimination
|
AMERCO
Consolidated
|
||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||
Cash
flows from financing activities:
|
(In
thousands)
|
|||||||||||||||||||||||||||||||||||
Borrowings
from credit facilities
|
- | 9,851 | 5,479 | - | 15,330 | - | - | - | 15,330 | |||||||||||||||||||||||||||
Principal
repayments on credit facilities
|
- | (27,418 | ) | (9,779 | ) | - | (37,197 | ) | - | - | - | (37,197 | ) | |||||||||||||||||||||||
Debt
issuance costs
|
- | (360 | ) | - | - | (360 | ) | - | - | - | (360 | ) | ||||||||||||||||||||||||
Capital
lease payments
|
- | (138 | ) | - | - | (138 | ) | - | - | - | (138 | ) | ||||||||||||||||||||||||
Leveraged
Employee Stock Ownership Plan - repayments from loan
|
- | 315 | - | - | 315 | - | - | - | 315 | |||||||||||||||||||||||||||
Proceeds
from (repayment of) intercompany loans
|
(26,545 | ) | 24,781 | 1,764 | - | - | - | - | - | - | ||||||||||||||||||||||||||
Preferred
stock dividends paid
|
(3,241 | ) | - | - | - | (3,241 | ) | - | - | - | (3,241 | ) | ||||||||||||||||||||||||
Investment
contract deposits
|
- | - | - | - | - | - | 4,703 | - | 4,703 | |||||||||||||||||||||||||||
Investment
contract withdrawals
|
- | - | - | - | - | - | (15,273 | ) | - | (15,273 | ) | |||||||||||||||||||||||||
Net
cash provided (used) by financing activities
|
(29,786 | ) | 7,031 | (2,536 | ) | - | (25,291 | ) | - | (10,570 | ) | - | (35,861 | ) | ||||||||||||||||||||||
Effects
of exchange rate on cash
|
- | 616 | - | - | 616 | - | - | - | 616 | |||||||||||||||||||||||||||
Increase
(decrease) in cash and cash equivalents
|
- | 33,899 | - | - | 33,899 | (921 | ) | 192 | - | 33,170 | ||||||||||||||||||||||||||
Cash
and cash equivalents at beginning of period
|
30 | 191,220 | - | - | 191,250 | 6,848 | 8,524 | - | 206,622 | |||||||||||||||||||||||||||
Cash
and cash equivalents at end of period
|
$ | 30 | $ | 225,119 | $ | - | $ | - | $ | 225,149 | $ | 5,927 | $ | 8,716 | $ | - | $ | 239,792 | ||||||||||||||||||
(page
2 of 2)
|
||||||||||||||||||||||||||||||||||||
(a)
Balance for the period ended March 31, 2008
|
29
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
12.
Industry Segment and Geographic Area Data
United
States
|
Canada
|
Consolidated
|
||||||||||
(Unaudited)
|
||||||||||||
(All
amounts are in thousands of U.S. $'s)
|
||||||||||||
Quarter
ended June 30, 2009
|
||||||||||||
Total
revenues
|
$ | 490,887 | $ | 29,772 | $ | 520,659 | ||||||
Depreciation
and amortization, net of (gains) losses on disposals
|
59,387 | 1,747 | 61,134 | |||||||||
Interest
expense
|
23,081 | 140 | 23,221 | |||||||||
Pretax
earnings
|
33,071 | 2,904 | 35,975 | |||||||||
Income
tax expense
|
12,555 | 988 | 13,543 | |||||||||
Identifiable
assets
|
3,730,675 | 108,774 | 3,839,449 |
United
States
|
Canada
|
Consolidated
|
||||||||||
(Unaudited)
|
||||||||||||
(All
amounts are in thousands of U.S. $'s)
|
||||||||||||
Quarter
ended June 30, 2008
|
||||||||||||
Total
revenues
|
$ | 508,748 | $ | 34,046 | $ | 542,794 | ||||||
Depreciation
and amortization, net of (gains) losses on disposals
|
64,537 | 2,489 | 67,026 | |||||||||
Interest
expense
|
23,673 | 171 | 23,844 | |||||||||
Pretax
earnings
|
45,585 | 2,233 | 47,818 | |||||||||
Income
tax expense
|
17,232 | 760 | 17,992 | |||||||||
Identifiable
assets
|
3,772,127 | 107,264 | 3,879,391 |
13.
Employee Benefit Plans
The
components of the net periodic benefit costs with respect to postretirement
benefits were as follows:
Quarter
Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Service
cost for benefits earned during the period
|
$ | 105 | $ | 103 | ||||
Interest
cost on accumulated postretirement benefit
|
151 | 134 | ||||||
Other
components
|
(26 | ) | (23 | ) | ||||
Net
periodic postretirement benefit cost
|
$ | 230 | $ | 214 |
30
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED STATEMENTS – (CONTINUED)
14.
Fair Value Measurements
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.
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. Limited credit risk exists on
trade receivables due to the diversity of our customer base and their dispersion
across broad geographic markets. 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.
Effective
April 1, 2008, assets and liabilities recorded at fair value on the condensed
consolidated balance sheets were measured and classified based upon a three
tiered approach to valuation. Statement of Financial Accounting Standards
(“SFAS”) 157, Fair Value
Measurements (“SFAS 157”) requires that financial assets and liabilities
recorded at fair value be classified and disclosed in one of the following three
categories:
Level 1 -
Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or liabilities;
Level 2 –
Quoted prices for identical or similar 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;
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.
31
AMERCO
AND CONSOLIDATED ENTITIES
NOTES
TO CONDENSED CONSOLIDATED 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)
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||
Assets
|
||||||||||||||||
Short-term
investments
|
$ | 291,408 | $ | 291,408 | $ | - | $ | - | ||||||||
Fixed
maturities - available for sale
|
501,679 | 484,068 | 14,677 | 2,934 | ||||||||||||
Preferred
stock
|
7,805 | 7,805 | - | - | ||||||||||||
Common
stock
|
7 | 7 | - | - | ||||||||||||
Less:
Preferred stock of AMERCO held by RepWest
|
(904 | ) | (904 | ) | - | - | ||||||||||
Total
|
$ | 799,995 | $ | 782,384 | $ | 14,677 | $ | 2,934 | ||||||||
Liabilities
|
||||||||||||||||
Guaranteed
residual values of TRAC leases
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Derivatives
|
56,095 | - | 56,095 | - | ||||||||||||
Total
|
$ | 56,095 | $ | - | $ | 56,095 | $ | - |
The
following table represents the fair value measurements at June 30, 2009 using
significant unobservable inputs (Level 3).
Fixed
Maturities - Auction Rate Securities
|
Fixed
Maturities - Asset Backed Securities
|
Common
Stock
|
Total
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||
Balance
at March 31, 2009
|
$ | 2,413 | $ | - | $ | 5 | $ | 2,418 | ||||||||
Transfers
into Level 3 (a)
|
- | 363 | - | 363 | ||||||||||||
Fixed
Maturities - Auction Rate Securities gain (unrealized)
|
158 | - | - | 158 | ||||||||||||
Sale
of securities
|
- | - | (5 | ) | (5 | ) | ||||||||||
Balance
at June 30, 2009
|
$ | 2,571 | $ | 363 | $ | - | $ | 2,934 |
(a)
Reflects the transfer of asset backed 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.
32
General
We begin
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (“MD&A”) with the overall strategy of AMERCO, followed by a
description of, and strategy related to, our operating segments to give the
reader an overview of the goals of our businesses and the direction in which our
businesses and products are moving. We then discuss our Critical Accounting
Policies and Estimates that we believe are important to understanding the
assumptions and judgments incorporated in our reported financial results. We
then discuss our results of operations for the first quarter of fiscal 2010,
compared with the first quarter of fiscal 2009 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 the remainder of fiscal
2010.
This
MD&A should be read in conjunction with the other sections of this Quarterly
Report on Form 10-Q, including the Notes to Condensed Consolidated Financial
Statements. Various sections of this MD&A contain a number of
forward-looking statements, as discussed under the caption Cautionary Statements
Regarding Forward-Looking Statements all of which are based on our current
expectations and could be affected by the uncertainties and risk factors
described throughout this filing or in our most recent Annual Report of Form
10-K. Our actual results may differ materially from these forward-looking
statements.
The first
fiscal quarter for AMERCO ends on the 30th of June
for each year that is referenced. Our insurance company subsidiaries have a
first quarter that ends on the 31st of
March for each year that is referenced. They have been consolidated on that
basis. Our insurance companies’ financial reporting processes conform to
calendar year reporting as required by state insurance departments. Management
believes that consolidating their calendar year into our fiscal year financial
statements does not materially affect the financial position or results of
operations. The Company discloses any material events occurring during the
intervening period. Consequently, all references to our insurance subsidiaries’
years 2009 and 2008 correspond to fiscal 2010 and 2009 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.
33
Description
of Operating Segments
|
AMERCO’s
three reportable segments are:
|
|
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, and
|
|
Life
Insurance, comprised of Oxford and its
subsidiaries.
|
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 4,000 independent Moving
Help™ service providers and over 4,500 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.
Critical
Accounting Policies and Estimates
The
Company’s financial statements have been prepared in accordance with the
generally accepted accounting principles (“GAAP”) in the United States. The
methods, estimates and judgments we use in applying our accounting policies can
have a significant impact on the results we report in our financial statements.
Certain accounting policies require us to make difficult and subjective
judgments and assumptions, often as a result of the need to estimate matters
that are inherently uncertain.
In the
following paragraphs 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:
34
Principles
of Consolidation
The
Company applies Financial Accounting Standards Board (“FASB”) Interpretation No.
46(R) (“FIN 46(R)”), Consolidation of Variable Interest
Entities and Accounting Research Bulletin (“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 Holdings were considered special purpose entities and
were consolidated based on the provisions of EITF Issue 90-15 Impact of Nonsubstantive Lessors,
Residual Value Guarantees and Other Provisions in Leasing Transactions,
(“EITF 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.
Triggering
events in February and March of 2004 and November 2007 required AMERCO to
reassess its involvement in specific SAC Holdings entities. During these
reassessments it was concluded that AMERCO was no longer the primary beneficiary
resulting in the deconsolidation of SAC Holding Corporation in fiscal 2004 and
SAC Holding II in fiscal 2008.
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.
The
condensed consolidated balance sheets as of June 30, 2009 and March 31, 2009
include the accounts of AMERCO and its wholly-owned subsidiaries. The June 30,
2009 and 2008 condensed consolidated statements of operations and cash flows
include the accounts of AMERCO and its wholly-owned subsidiaries.
Recoverability
of Property, Plant and Equipment
Property,
plant and equipment are stated at cost. Interest expense incurred during the
initial construction of buildings and rental equipment is considered part of
cost. Depreciation is computed for financial reporting purposes using the
straight-line or an accelerated method based on a declining balance formula over
the following estimated useful lives: rental equipment 2-20 years and buildings
and non-rental equipment 3-55 years. The Company follows the deferral method of
accounting based in the American Institute of Certified Public Accountants’
(“AICPA’s”) Airline Guide for major overhauls in which engine overhauls are
capitalized and amortized over five years and transmission overhauls are
capitalized and amortized over three years. Routine maintenance costs are
charged to operating expense as they are incurred. Gains and losses on
dispositions of property, plant and equipment are netted against depreciation
expense when realized. Equipment depreciation is recognized in amounts expected
to result in the recovery of estimated residual values upon disposal, i.e.,
minimize gains or losses. In determining the depreciation rate, historical
disposal experience, holding periods and trends in the market for vehicles are
reviewed.
We
regularly perform reviews to determine whether facts and circumstances exist
which indicate that the carrying amount of assets, including estimates of
residual value, may not be recoverable or that the useful life of assets are
shorter or longer than originally estimated. Reductions in residual values
(i.e., the price at which we ultimately expect to dispose of revenue earning
equipment) or useful lives will result in an increase in depreciation expense
over the life of the equipment. Reviews are performed based on vehicle class,
generally subcategories of trucks and trailers. We assess the recoverability of
our assets by comparing the projected undiscounted net cash flows associated
with the related asset or group of assets over their estimated remaining lives
against their respective carrying amounts. We consider factors such as current
and expected future market price trends on used vehicles and the expected life
of vehicles included in the fleet. Impairment, if any, is based on the excess of
the carrying amount over the fair value of those assets. If asset residual
values are determined to be recoverable, but the useful lives are shorter or
longer than originally estimated, the net book value of the assets is
depreciated over the newly determined remaining useful lives.
35
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 $12.8 million and $14.1 million greater than what
it would have been if calculated under a straight line approach for the first
quarter of fiscal 2010 and 2009, 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 the depreciation rates with respect to the
vehicle.
Insurance
Reserves
Liabilities
for life insurance and certain annuity and health policies are established to
meet the estimated future obligations of policies in force, and are based on
mortality, morbidity and withdrawal assumptions from recognized actuarial tables
which contain margins for adverse deviation. In addition, liabilities for
health, disability and other policies include estimates of payments to be made
on insurance claims for reported losses and estimates of losses incurred, but
not yet reported. Liabilities for annuity contracts consist of contract account
balances that accrue to the benefit of the policyholders.
Insurance
reserves for 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
the 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.
Impairment
of Investments
For
investments accounted for under SFAS 115, Accounting for Certain Investments
in Debt and Equity Securities in determining if and when a decline in
market value below amortized cost is other-than-temporary, management makes
certain assumptions or judgments in its assessment including but not limited to:
ability and intent to hold the security, quoted market prices, dealer quotes or
discounted cash flows, industry factors, financial factors, and issuer specific
information such as credit strength. Other-than-temporary impairment in value is
recognized in the current period operating results. The Company’s insurance
subsidiaries recognized $0.1 million in other-than-temporary impairments for the
first quarters of fiscal 2010 and 2009. These impairments were credit related
and recorded against earnings.
Income
Taxes
The
Company’s tax returns are periodically reviewed by various taxing authorities.
The final outcome of these audits may cause changes that could materially impact
our financial results.
AMERCO
files a consolidated tax return with all of its legal subsidiaries, except for
Dallas General Life Insurance Company (“DGLIC”), a subsidiary of Oxford, which
will file on a stand alone basis until 2012.
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.
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. Limited credit risk exists on
trade receivables due to the diversity of our customer base and their dispersion
across broad geographic markets. The Company places its temporary cash
investments with financial institutions and limits the amount of credit exposure
to any one financial institution.
36
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.
Subsequent
Events
In May
2009, the FASB issued SFAS 165, Subsequent Events (“SFAS
165”). This statement provides guidance on management’s assessment of subsequent
events and incorporates this guidance into accounting literature. SFAS 165 is
effective prospectively for interim and annual periods ending after June 15,
2009. The adoption of this standard did not have a material impact on our
consolidated financial statements. The company has evaluated subsequent events
through August 3, 2009, the date of issuance of our consolidated financial
statements.
Adoption
of New Accounting Pronouncements
Fair
Value of Financial Instruments
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. The early adoption
of this statement did not have a material impact on our financial
statements.
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. The adoption of this statement did not have
a material impact on our financial statements.
In
December 2007, the FASB issued SFAS 141(R), Business Combinations (“SFAS
141(R)”). SFAS 141(R) provides companies with principles and requirements on how
an acquirer recognizes and measures in its financial statements the identifiable
assets acquired, liabilities assumed, and any noncontrolling interest in the
acquiree as well as the recognition and measurement of goodwill acquired in a
business combination. SFAS 141(R) also requires certain disclosures to enable
users of the financial statements to evaluate the nature and financial effects
of the business combination. Acquisition costs associated with the business
combination will generally be expensed as incurred. The adoption of this
statement did not have a material impact on our financial
statements.
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. The adoption of this statement did not have a
material impact on our financial statements.
37
Recent
Accounting Pronouncements
In May
2009, the FASB issued SFAS 165, Subsequent Events (“SFAS
165”). This statement provides guidance on management’s assessment of subsequent
events and incorporates this guidance into accounting literature. SFAS 165 is
effective prospectively for interim and annual periods ending after June 15,
2009. The adoption of this standard did not have a material impact on our
consolidated financial statements.
In June
2009, the FASB issued SFAS 166, Accounting for Transfers of
Financial Assets - an amendment of FASB Statement No. 140 (“SFAS 166”).
This statement is to improve the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial statements about a transfer of financial assets; the effects of a
transfer on its financial position, financial performance, and cash flows; and a
transferor’s continuing involvement, if any, in transferred financial assets.
This statement is to address (1) practices that have developed since the
issuance of SFAS 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, that
are not consistent with the original intent and key requirements of SFAS 140,
and (2) concerns of financial statement users that many of the financial assets
(and related obligations) that have been derecognized should continue to be
reported in the financial statements of transferors. SFAS 166 is effective for
fiscal years beginning after November 15, 2009. Early adoption of SFAS 166 is
not permitted. This statement must be applied to transfers occurring on or after
the effective date. Additionally, on and after the effective date, the concept
of a qualifying special-purpose entity is no longer relevant for accounting
purposes. The Company does not believe that the adoption of this statement will
have a material impact on our financial statements.
In June
2009, the FASB issued SFAS 167, Amendments to FASB Interpretation
No. 46(R) (“SFAS167”). This statement is to improve financial reporting
by enterprises involved with variable interest entities. This statement is to
address (1) the effects on certain provisions of FIN 46(R) as a result of the
elimination of the qualifying special-purpose entity concept in SFAS 166 and (2)
constituent concerns about the application of certain key provisions of FIN
46(R), including those in which the accounting and disclosures under FIN 46(R)
do not always provide timely and useful information about an enterprise’s
involvement in a variable interest entity. SFAS 167 is effective for fiscal
years beginning after November 15, 2009. Early adoption of SFAS 167 is not
permitted.
In
June 2009, the FASB issued SFAS 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles, (“SFAS 168”), which establishes the FASB Accounting Standards
Codification™ (the “Codification”), which supersedes all existing accounting
standard documents and will become the single source of authoritative
non-governmental U.S. GAAP. All other accounting literature not included in the
Codification will be considered non-authoritative. The Codification was
implemented on July 1, 2009 and will be effective for interim and annual
periods ending after September 15, 2009. We expect to conform our financial
statements and related Notes to the new Codification for the quarter ended
September 30, 2009.
38
Results
of Operations
AMERCO
and Consolidated Entities
Quarter
Ended June 30, 2009 compared with the Quarter Ended June 30, 2008
Listed
below on a consolidated basis are revenues for our major product lines for the
first quarter of fiscal 2010 and the first quarter of fiscal 2009:
Quarter
Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 372,941 | $ | 390,029 | ||||
Self-storage
revenues
|
27,004 | 27,551 | ||||||
Self-moving
and self-storage products and service sales
|
57,822 | 62,556 | ||||||
Property
management fees
|
4,450 | 4,716 | ||||||
Life
insurance premiums
|
27,604 | 26,917 | ||||||
Property
and casualty insurance premiums
|
6,215 | 6,124 | ||||||
Net
investment and interest income
|
13,680 | 14,596 | ||||||
Other
revenue
|
10,943 | 10,305 | ||||||
Consolidated
revenue
|
$ | 520,659 | $ | 542,794 |
Self-moving
equipment rental revenues decreased $17.1 million during the first quarter of
fiscal 2010, compared with the first quarter of fiscal 2009. Results were driven
primarily by a decline in one-way moving revenues. One-way moving transactions
and the average revenue per transaction decreased compared with the first
quarter of fiscal 2009. Total truck rental transactions declined for the quarter
due to the decrease in one-way moves partially offset by an increase in In-Town
activity. Foreign currency exchange rates between the United States
and Canada negatively affected our translated U.S. dollar reported revenues in
the first quarter of fiscal 2010 compared with the same period last
year.
Self-storage
revenues decreased $0.5 million during the first quarter of fiscal 2010,
compared with the first quarter of fiscal 2009 due to a decline in the number of
occupied rooms.
Sales of
self-moving and self-storage products and services decreased $4.7 million during
the first quarter of fiscal 2010, compared with the first quarter of fiscal
2009. A significant portion of the decrease was related to propane. Measured on
a volume basis, propane sales increased during the quarter; however, the
significant decline in the cost of propane more than offset this volume
increase.
Life
insurance premiums increased $0.7 million during the first quarter of fiscal
2010, compared with the first quarter of fiscal 2009 primarily as a result of
increased sales of its final expense life insurance product.
Net
investment and interest income decreased $0.9 million during the first quarter
of fiscal 2010, compared with the first quarter of fiscal 2009 as a result of
reduced investment yields on short-term invested asset balances.
As a
result of the items mentioned above, revenues for AMERCO and its consolidated
entities were $520.7 million for the first quarter of fiscal 2010, compared with
$542.8 million for the first quarter of fiscal 2009.
39
Listed
below are revenues and earnings from operations at each of our three operating
segments for the first quarter of fiscal 2010 and the first quarter of fiscal
2009. The insurance companies first quarters ended March 31, 2009 and
2008:
Quarter
Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Moving
and storage
|
||||||||
Revenues
|
$ | 479,673 | $ | 501,541 | ||||
Earnings
from operations
|
57,777 | 69,686 | ||||||
Property
and casualty insurance
|
||||||||
Revenues
|
8,051 | 8,890 | ||||||
Earnings
from operations
|
1,427 | 2,205 | ||||||
Life
insurance
|
||||||||
Revenues
|
33,872 | 33,063 | ||||||
Earnings
from operations
|
2,578 | 4,162 | ||||||
Eliminations
|
||||||||
Revenues
|
(937 | ) | (700 | ) | ||||
Earnings
from operations
|
(2,586 | ) | (4,391 | ) | ||||
Consolidated
results
|
||||||||
Revenues
|
520,659 | 542,794 | ||||||
Earnings
from operations
|
59,196 | 71,662 |
Total
costs and expenses decreased $9.7 million during the first quarter of fiscal
2010, compared with the first quarter of fiscal 2009. Commission and
cost of sales expenses decreased in relation to their associated revenue
declines. Operating expenses for Moving and Storage decreased $2.6 million while
equipment related costs leveled off during the quarter. Lease expense
increased $4.7 million while depreciation expense decreased $2.4
million. Losses from the disposal of equipment declined $3.3 million
for the quarter compared with the same period last year. Expenses at the Life
Insurance segment increased $2.4 million largely due to increased incurred
benefit costs for Medicare supplement and life insurance products.
As a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $59.2 million in the first quarter of fiscal 2010,
compared with $71.7 million for the first quarter of fiscal 2009.
Interest
expense for the first quarter of fiscal 2010 was $23.2 million, compared with
$23.8 million in the first quarter of fiscal 2009.
Income
tax expense was $13.5 million in the first quarter of fiscal 2010, compared with
$18.0 million in first quarter of fiscal 2009 due to lower pretax earnings for
the first quarter of fiscal 2010.
In the
first quarter of fiscal 2010, the Company recognized an excess carrying amount
on the purchase of Series A Preferred by RepWest of $0.3 million as required by
EITF Issue D-42.
Dividends
accrued on our Series A Preferred Stock were $3.2 million for both the first
quarter of fiscal 2010 and 2009.
As a
result of the above mentioned items, earnings available to common shareholders
were $19.5 million in the first quarter of fiscal 2010, compared with $26.6
million in the first quarter of fiscal 2009.
The
weighted average common shares outstanding basic and diluted were 19,369,591 in
the first quarter of fiscal 2010, compared with 19,343,184 in the first quarter
of fiscal 2009.
Basic and
diluted earnings per share in the first quarter of fiscal 2010 were $1.01,
compared with $1.37 for the first quarter of fiscal 2009.
40
Moving
and Storage
Quarter
Ended June 30, 2009 compared with the Quarter Ended June 30, 2008
Listed
below are revenues for the major product lines at our Moving and Storage
operating segment for the first quarter of fiscal 2010 and the first quarter of
fiscal 2009:
Quarter
Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Self-moving
equipment rentals
|
$ | 373,255 | $ | 390,029 | ||||
Self-storage
revenues
|
27,004 | 27,551 | ||||||
Self-moving
and self-storage products and service sales
|
57,822 | 62,556 | ||||||
Property
management fees
|
4,450 | 4,716 | ||||||
Net
investment and interest income
|
6,609 | 7,017 | ||||||
Other
revenue
|
10,533 | 9,672 | ||||||
Moving
and Storage revenue
|
$ | 479,673 | $ | 501,541 |
Self-moving
equipment rental revenues decreased $16.8 million during the first quarter of
fiscal 2010, compared with the first quarter of fiscal 2009. Results
were driven primarily by a decline in one-way moving
revenues. One-way moving transactions and the average revenue per
transaction decreased compared with the first quarter of fiscal
2009. Total truck rental transactions declined for the quarter due to
the decrease in one-way moves partially offset by an increase in In-Town
activity. Foreign currency exchange rates between the United States
and Canada negatively affected our translated U.S. dollar reported revenues in
the first quarter of fiscal 2010 compared with the same period last
year.
Self-storage
revenues decreased $0.5 million during the first quarter of fiscal 2010,
compared with the first quarter of fiscal 2009 due to a decline in the number of
occupied rooms.
Sales of
self-moving and self-storage products and services decreased $4.7 million during
the first quarter of fiscal 2010, compared with the first quarter of fiscal
2009. A significant portion of the decrease was related to
propane. Measured on a volume basis, propane sales increased during
the quarter; however, the significant decline in the cost of propane more than
offset this volume increase.
The
Company owns and manages self-storage facilities. Self-storage revenues reported
in the consolidated financial statements represent Company-owned locations only.
Self-storage data for our owned storage locations is as follows:
Quarter
Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except occupancy rate)
|
||||||||
Room
count as of June 30
|
139 | 133 | ||||||
Square
footage as of June 30
|
11,272 | 10,676 | ||||||
Average
number of rooms occupied
|
105 | 107 | ||||||
Average
occupancy rate based on room count
|
75.9 | % | 80.8 | % | ||||
Average
square footage occupied
|
8,697 | 8,727 |
Total
costs and expenses decreased $11.7 million during the first quarter of fiscal
2010, compared with the first quarter of fiscal 2009. Commission and
cost of sales expenses decreased in relation to their associated revenue
declines. Operating expenses for Moving and Storage decreased $2.6
million while equipment related costs leveled off during the
quarter. Lease expense increased $4.7 million while depreciation
expense decreased $2.4 million. Losses from the disposal of equipment
declined $3.3 million for the quarter compared with the same period last
year.
Equity in
the earnings of AMERCO’s insurance subsidiaries decreased $1.8 million in the
first quarter of fiscal 2010, compared with the first quarter of fiscal
2009.
As a
result of the above mentioned changes in revenues and expenses, earnings from
operations decreased to $57.8 million in first quarter of fiscal 2010, compared
with $69.7 million for the first quarter of fiscal 2009.
41
Property
and Casualty Insurance
Quarter
Ended March 31, 2009 compared with the Quarter Ended March 31, 2008
Net
premiums were $6.2 million and $6.1 million for the quarters ended March 31,
2009 and 2008, respectively.
Net
investment income was $1.8 million and $2.8 million for the quarters ended March
31, 2009 and 2008, respectively. The decrease was a result of lower returns on
short-term investments.
Net
operating expenses were $3.3 million and $2.9 million for the quarters ended
March 31, 2009 and 2008, respectively. The increase was due to the recovery of
previous litigation expenses in 2008.
Benefits
and losses incurred were $3.4 million and $3.8 million for the quarters ended
March 31, 2009 and 2008, respectively.
As a
result of the above mentioned changes in revenues and expenses, pretax earnings
from operations were $1.4 million and $2.2 million for the quarters ended March
31, 2009 and 2008, respectively.
Life
Insurance
Quarter
Ended March 31, 2009 compared with the Quarter Ended March 31, 2008
Net
premiums were $27.6 million and $26.9 million for the quarters ended March 31,
2009 and 2008, respectively. Medicare supplement premiums decreased by $1.5
million due to policy terminations and lapses in excess of new sales and rate
increases. Life insurance premiums increased by $2.1 million as a
result of new sales from distribution expansion.
Net
investment income was $5.5 million and $5.2 million for the quarters ended March
31, 2009 and 2008, respectively. The increase was primarily due to a gain on the
sale of bonds in the current quarter.
Net
operating expenses were $5.0 million and $5.8 million for the quarters ended
March 31, 2009 and 2008, respectively. The decrease was mostly
attributable to a reduction of expenses for the Credit segment and a reduction
of Medicare supplement commissions due to lower collected premiums as compared
with the prior year.
Benefits
incurred were $24.3 million and $21.0 million for the quarters ended March 31,
2009 and 2008, respectively. The increase was due to an additional $1.9 million
of life insurance reserves related to increased sales volume. Additionally, 2008
results included the release of redundant Medicare supplement claim liabilities;
no such reduction was necessary in 2009.
Amortization
of deferred acquisition costs (“DAC”) and the value of business acquired
(“VOBA”) was $1.9 million and $2.1 million for the quarters ended March 31, of
2009 and 2008, respectively.
As a
result of the above mentioned changes in revenues and expenses, pretax earnings
from operations were $2.6 million and $4.2 million for the quarters ended March
31, 2009 and 2008, respectively.
Liquidity
and Capital Resources
We
believe our current capital structure is a positive factor that will enable us
to pursue our operational plans and goals, and provide us with sufficient
liquidity for the foreseeable future. The majority of our obligations currently
in place mature at the end of fiscal years 2014, 2015 or 2018. However, since
there are many factors which could affect our liquidity, including some which
are beyond our control, there is no assurance that future cash flows will be
sufficient to meet our outstanding debt obligations and our other future capital
needs.
42
At June
30, 2009, cash and cash equivalents totaled $226.7 million, compared with $240.6
million on March 31, 2009. The assets of our insurance subsidiaries are
generally unavailable to fulfill the obligations of non-insurance operations
(AMERCO, U-Haul and Real Estate). As of June 30, 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)
|
||||||||||
(Unaudited)
|
||||||||||||
(In
thousands)
|
||||||||||||
Cash
and cash equivalents
|
$ | 203,298 | $ | 19,610 | $ | 3,809 | ||||||
Other
financial assets
|
343,421 | 387,213 | 525,711 | |||||||||
Debt
obligations
|
1,534,320 | - | - | |||||||||
(a)
As of March 31, 2009
|
Our
Moving and Storage operations (AMERCO, U-Haul and Real Estate) had cash
available under existing credit facilities or loans of $65.0 million comprised
of:
June
30, 2009
|
||||
(Unaudited)
|
||||
(In
thousands)
|
||||
Real
estate loan (revolving credit)
|
$ | 30,000 | ||
Working
capital loan (revolving credit)
|
35,000 | |||
$ | 65,000 |
Net cash
provided by operating activities decreased $27.5 million in the first quarter of
fiscal 2010, compared with fiscal 2009. The decrease in self-moving
equipment rental revenues and product and service sales was the principal
contributor to the decline in operating cash flows.
Net cash
used in investing activities increased $16.2 million in the first quarter of
fiscal 2010, compared with fiscal 2009. Cash used to acquire property
plant and equipment has decreased approximately $100.0 million in the first
quarter of fiscal 2010 compared with the first quarter of fiscal
2009. However, cash from lease fundings, which is netted against this
amount, decreased $125.9 million during the same period leading to the net
increase in cash used for investing activities.
Net cash
used by financing activities increased $2.7 million in the first quarter of
fiscal 2010, compared with fiscal 2009 due to a decrease in cash from new debt
issuance.
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 fund 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. 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.
43
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 the first quarter of fiscal 2010, the Company invested
approximately $16 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 the expansion of
the eMove program, which does not require significant capital.
Net
capital expenditures (purchases of property, plant and equipment less proceeds
from the sale of property, plant and equipment) were $85.5 million and $60.0
million for the first quarter of fiscal 2010 and 2009, respectively. During the
first quarter of fiscal 2010 and 2009, the Company entered into $17.9 million
and $143.8 million, respectively of new equipment 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 $148.1 million and $147.9 million at March 31, 2009 and December 31,
2008, respectively. The increase resulted from earnings of $0.9 million and a
decrease in the other comprehensive income of $0.7 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.
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 quarter ended March 31, 2009 were $10.7 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 $155.7 million and $156.7 million at March
31, 2009 and December 31, 2008, respectively. The net decrease resulted from
earnings of $1.7 million and a decrease in other comprehensive income of $2.7
million. 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 Storage
Cash
provided from operating activities were $103.7 million and $118.8 million in the
first quarter of fiscal 2010 and 2009, respectively. The decrease in self-moving
equipment rental revenues and product and service sales was the principal
contributor to the decline in operating cash flows.
Property
and Casualty Insurance
Cash
provided (used) by operating activities were ($3.9) million and $2.4 million for
the quarters ended March 31, 2009 and 2008, respectively. The increase in cash
used by operations was a result of an increase in reinsurance recoverables, and
there was a reduction of intercompany balances that occurred in 2008 that did
not reoccur in 2009.
Property
and Casualty Insurance’s cash and cash equivalents and short-term investment
portfolio amounted to $110.4 million and $112.0 million at March 31, 2009 and
December 31, 2008, 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.
44
Life
Insurance
Cash
provided (used) by operating activities were ($5.5) million and $0.6 million,
for the quarters ended March 31, 2009 and 2008, respectively. The decrease was
primarily due to $5.6 million in timing differences of estimated tax payments
made in the first quarter of 2009 compared with 2008.
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 March 31, 2009 and December 31, 2008, cash and cash
equivalents and short-term investments amounted to $27.7 million and $39.3
million, respectively. Management believes that the overall sources of liquidity
will continue to meet foreseeable cash needs.
Liquidity
and Capital Resources - Summary
We
believe we have the financial resources needed to meet our business plans and to
meet our business requirements including capital expenditures for the
investment in 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 June 30, 2009, we had cash availability
under existing credit facilities or loans of $65.0 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 4
Borrowings to the Notes to Condensed 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, please refer to Note 14 Fair Value Measurements of the Notes to
Condensed 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 June
30, 2009, we had $2.9 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.
Disclosures
about Contractual Obligations and Commercial Commitments
Our
estimates as to future contractual obligations have not materially changed from
the disclosure included under the subheading Contractual Obligations in Part II,
Item 7, Management’s Discussion and Analysis of Financial Condition and Results
of Operations, of our Annual Report on Form 10-K for the fiscal year ended March
31, 2009.
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 $184.2
million of residual values at June 30, 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 $607.9 million at June 30, 2009.
45
Historically,
AMERCO has used off-balance sheet arrangements in connection with the expansion
of our self-storage business. Refer to Note 10 Related Party Transactions of the
Notes to Condensed Consolidated Financial Statements. These arrangements were
primarily used when the Company’s overall borrowing structure was more limited.
The Company does not face similar limitations currently and off-balance sheet
arrangements have not been utilized in our self-storage expansion in recent
years. In the future, the Company will continue to identify and consider
off-balance sheet opportunities to the extent such arrangements would be
economically advantageous to the Company and its stockholders.
The
Company currently manages the self-storage properties owned or leased by SAC
Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini pursuant to a standard
form of management agreement, under which the Company receives a management fee
of between 4% and 10% of the gross receipts plus reimbursement for certain
expenses. The Company received management fees, exclusive of reimbursed
expenses, of $9.7 million and $10.9 million from the above mentioned entities
during the first quarter of fiscal 2010 and 2009, respectively. This management
fee is consistent with the fee received for other properties the Company
previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy and
Private Mini are substantially controlled by Blackwater. Mercury is
substantially controlled by Mark V. Shoen. James P. Shoen, a significant
shareholder and director of AMERCO, has an interest in Mercury.
The
Company leases space for marketing company offices, vehicle repair shops and
hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy.
Total lease payments pursuant to such leases were $0.6 million for the first
quarter of fiscal 2010 and 2009. The terms of the leases are similar to the
terms of leases for other properties owned by unrelated parties that are leased
to the Company.
At June
30, 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 $9.2
million and $9.5 million in commissions pursuant to such dealership contracts
during the first quarter of fiscal 2010 and 2009, 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 $10.0
million, expenses of $0.6 million and cash flows of $11.3 million during the
first quarter of fiscal 2010. Revenues and commission expenses related to the
Dealer Agreements were $43.8 million and $9.2 million,
respectively.
During
the first quarter of fiscal 2010, subsidiaries of the Company held various
junior unsecured notes of SAC Holdings. The Company does not have an equity
ownership interest in SAC Holdings. The Company recorded interest income of $4.7
million and $4.6 million, and received cash interest payments of $2.8 million
and $4.9 million, from SAC Holdings during the first quarter of fiscal 2010 and
2009, respectively. The largest aggregate amount of notes receivable outstanding
during the first quarter of fiscal 2010 was $197.6 million and the aggregate
notes receivable balance at June 30, 2009 was $197.4 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. Our significant investment in the fleet over
the last four years 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.
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.
46
Cautionary
Statements Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-Q, 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, as
amended. Such statements may include, but are not limited to, projections of
revenues, earnings or loss; estimates of capital expenditures, plans for future
operations, products or services; financing needs and plans; our perceptions of
our legal positions and anticipated outcomes of government investigations and
pending litigation against us; liquidity; goals and strategies; plans for new
business; storage occupancy; growth rate assumptions, pricing, costs, and access
to capital and leasing markets as well as assumptions relating to the foregoing.
The words “believe,” “expect,” “anticipate,” “estimate,” “project” and similar
expressions identify forward-looking statements, which speak only as of the date
the statement was made.
Forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Factors that could significantly affect
results include, without limitation, the risk factors set forth in the section
entitled Item 1A. Risk Factors contained in our Annual Report on Form 10-K for
the fiscal year ended March 31, 2009, as well as the following: the Company’s
ability to operate pursuant to the terms of its credit facilities; the Company’s
ability to maintain contracts that are critical to its operations; the costs and
availability of financing; the Company’s ability to execute its business plan;
the Company’s ability to attract, motivate and retain key employees; general
economic conditions; fluctuations in our costs to maintain and update our fleet
and facilities; our ability to refinance our debt; changes in government
regulations, particularly environmental regulations; our credit ratings; the
availability of credit; changes in demand for our products; changes in the
general domestic economy; the degree and nature of our competition; the
resolution of pending litigation against the Company; changes in accounting
standards and other factors described in this report or the other documents we
file with the SEC. The above factors, the following disclosures, as well as
other statements in this report and in the Notes to Condensed Consolidated
Financial Statements, could contribute to or cause such risks or uncertainties,
or could cause our stock price to fluctuate dramatically. Consequently, the
forward-looking statements should not be regarded as representations or
warranties by the Company that such matters will be realized. The Company
assumes no obligation to update or revise any of the forward-looking statements,
whether in response to new information, unforeseen events, changed circumstances
or otherwise.
47
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
|
|||||||
(Unaudited)
|
||||||||||||
(In
thousands)
|
||||||||||||
$
|
71,933
|
(a),
(b)
|
(5,276)
|
5/10/2006
|
4/10/2012
|
5.06%
|
1
Month LIBOR
|
|||||
77,237
|
(a),
(b)
|
(6,515)
|
10/10/2006
|
10/10/2012
|
5.57%
|
1
Month LIBOR
|
||||||
25,612
|
(a)
|
(2,503)
|
7/10/2006
|
7/10/2013
|
5.67%
|
1
Month LIBOR
|
||||||
271,667
|
(a)
|
(35,976)
|
8/18/2006
|
8/10/2018
|
5.43%
|
1
Month LIBOR
|
||||||
18,000
|
(a)
|
(1,516)
|
2/12/2007
|
2/10/2014
|
5.24%
|
1
Month LIBOR
|
||||||
12,242
|
(a)
|
(997)
|
3/12/2007
|
3/10/2014
|
4.99%
|
1
Month LIBOR
|
||||||
12,250
|
(a)
|
(935)
|
3/12/2007
|
3/10/2014
|
4.99%
|
1
Month LIBOR
|
||||||
16,000
|
(a),
(b)
|
(536)
|
8/15/2008
|
6/15/2015
|
3.62%
|
1
Month LIBOR
|
||||||
16,625
|
(a)
|
(744)
|
8/29/2008
|
7/10/2015
|
4.04%
|
1
Month LIBOR
|
||||||
25,483
|
(a)
|
(1,345)
|
9/30/2008
|
9/10/2015
|
4.16%
|
1
Month LIBOR
|
||||||
14,500
|
(a),
(b)
|
248
|
3/30/2009
|
4/15/2016
|
2.24%
|
1
Month LIBOR
|
||||||
(a)
interest rate swap agreement
|
||||||||||||
(b)
forward swap
|
As of
June 30, 2009, the Company had approximately $758.3 million of variable rate
debt obligations. If LIBOR were to increase 100 basis points, the increase in
interest expense on the variable rate debt would decrease future earnings and
cash flows by approximately $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 5.7% and 6.3% of our revenue
for the first quarter of fiscal 2010 and 2009, 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.
48
Attached
as exhibits to this Form 10-Q are certifications of the registrants’ Chief
Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”), which are
required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). This "Controls and Procedures" section includes
information concerning the controls and 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.
Evaluation
of Disclosure Controls and Procedures
The
Company’s management, with the participation of the CEO and CAO, conducted an
evaluation of the effectiveness of the design and operation of the Company’s
"disclosure controls and procedures" (as such term is defined in the Exchange
Act Rules 13a-15(e) and 15d-15(e)) (“Disclosure Controls”) as of the end of the
period covered by this Form 10-Q. Our Disclosure Controls are designed to
reasonably assure that information required to be disclosed in our reports filed
under the Exchange Act, such as this Form 10-Q, is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Our Disclosure Controls are also designed to reasonably assure that such
information is accumulated and communicated to our management, including the CEO
and CAO, as appropriate to allow timely decisions regarding required disclosure.
Based upon the controls evaluation, our CEO and CAO have concluded that as of
the end of the period covered by this Form 10-Q, our Disclosure Controls were
effective related to the above stated design purposes.
Inherent
Limitations on the Effectiveness of Controls
The
Company's management, including the CEO and CAO, does not expect that our
Disclosure Controls or our internal control over financial reporting will
prevent or detect all error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that
the control system's objectives will be met. The design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is
based in part on certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any evaluation of
controls effectiveness to future periods are subject to risks. Over time,
controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with policies or procedures.
Changes
in Internal Control over Financial Reporting
There
have not been any changes in the Company’s internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
49
PART
II OTHER INFORMATION
Information
regarding our legal proceedings can be found under Note 9 Contingencies to the
Notes to Condensed Consolidated Financial Statements.
We are
not aware of any material updates to the risk factors described in the Company’s
previously filed Annual Report on Form 10-K for the fiscal year ended March 31,
2009.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
From
January 1, 2009 through March 31, 2009, RepWest purchased 50,200 shares of
Series A Preferred on the open market for $0.9 million. RepWest purchased an
additional 15,900 shares on the open market for $0.3 million in the second
quarter of fiscal 2010. RepWest may continue to make investments in AMERCO’s
Preferred Shares in the future.
Item 3. Defaults upon Senior Securities
Not
applicable.
Not
applicable.
Not
applicable.
The
following documents are filed as part of this report:
Exhibit
Number
|
Description
|
Page
or Method of Filing
|
||
3.1
|
Restated
Articles of Incorporation of AMERCO
|
Incorporated
by reference to AMERCO’s Registration Statement on form S-4 filed March
30, 2004, file no. 1-11255
|
||
3.2
|
Restated
By-Laws of AMERCO
|
Incorporated
by reference to AMERCO’s Current Report on Form 8-K filed on December 5,
2007, file no. 1-11255
|
||
31.1
|
Rule
13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and Chairman
of the Board of AMERCO
|
Filed
herewith
|
||
31.2
|
Rule
13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Principal Financial
Officer and 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, Principal Financial Officer and Chief Accounting Officer
of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
Furnished
herewith
|
50
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
AMERCO
Date: August
5,
2009 /s/ Edward J.
Shoen
Edward J.
Shoen
President
and Chairman of the Board
(Duly
Authorized Officer)
Date: August
5,
2009 /s/ Jason A.
Berg
Jason A.
Berg
Chief
Accounting Officer
(Principal
Financial Officer)
51