UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended December 31, 2005
or
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from __________________ to __________________
Commission File Number | Registrant, State of Incorporation, Address and Telephone Number | I.R.S. Employer Identification No. |
1-11255 | AMERCO | 88-0106815 |
(A Nevada Corporation) | ||
1325 Airmotive Way, Ste. 100 | ||
Reno, Nevada 89502-3239 | ||
Telephone (775) 688-6300 | ||
2-38498 | U-Haul International, Inc. | 86-0663060 |
(A Nevada Corporation) | ||
2727 N. Central Avenue | ||
Phoenix, Arizona 85004 | ||
Telephone (602) 263-6645 |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and larger accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Larger Accelerated filer £ Accelerated filer R Non-accelerated filer £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes R No £
21,284,604 shares of AMERCO Common Stock, $0.25 par value, were outstanding at February 8, 2006.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at February 8, 2006.
TABLE OF CONTENTS
Page No. | ||
PART I FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
1-2 | ||
3 | ||
4 | ||
5 | ||
6-7 | ||
8-34 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35-56 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 57 |
Item 4. | Controls and Procedures | 57-58 |
PART II OTHER INFORMATION | ||
Item 1. | Legal Proceedings | 59 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 59 |
Item 3. | Defaults Upon Senior Securities | 59 |
Item 4. | Submission of Matters to a Vote of Security Holders | 59 |
Item 5. | Other Information | 59 |
Item 6. | Exhibits |
PART I FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, | March 31, | ||||||
2005 | 2005 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
ASSETS | |||||||
Cash and cash equivalents | $ | 247,150 | $ | 55,955 | |||
Reinsurance recoverables and trade receivables, net | 238,483 | 236,817 | |||||
Notes and mortgage receivables, net | 1,838 | 1,965 | |||||
Inventories, net | 70,934 | 63,658 | |||||
Prepaid expenses | 22,162 | 19,874 | |||||
Investments, fixed maturities | 669,587 | 635,178 | |||||
Investments, other | 233,228 | 345,207 | |||||
Deferred policy acquisition costs, net | 48,117 | 52,543 | |||||
Other assets | 99,044 | 85,291 | |||||
Related party assets | 265,442 | 252,666 | |||||
1,895,985 | 1,749,154 | ||||||
Property, plant and equipment, at cost: | |||||||
Land | 174,337 | 151,145 | |||||
Buildings and improvements | 742,699 | 686,225 | |||||
Furniture and equipment | 274,786 | 265,216 | |||||
Rental trailers and other rental equipment | 202,280 | 199,461 | |||||
Rental trucks | 1,273,926 | 1,252,018 | |||||
SAC Holding II Corporation - property, plant and equipment | 79,132 | 77,594 | |||||
2,747,160 | 2,631,659 | ||||||
Less: Accumulated depreciation | (1,276,938 | ) | (1,277,191 | ) | |||
Total property, plant and equipment | 1,470,222 | 1,354,468 | |||||
Total assets | $ | 3,366,207 | $ | 3,103,622 | |||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
AMERCO AND CONSOLIDATED ENTITIES
December 31, | March 31, | |||||||||
2005 | 2005 | |||||||||
(Unaudited) | ||||||||||
(In thousands, except share and per share amounts) | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||
Liabilities: | ||||||||||
Accounts payable and accrued expenses | $ | 206,192 | $ | 206,763 | ||||||
AMERCO's notes and loans payable | 942,092 | 780,008 | ||||||||
SAC Holding II Corporation notes and loans payable, non-recourse to AMERCO | 76,572 | 77,474 | ||||||||
Policy benefits and losses, claims and loss expenses payable | 799,503 | 805,121 | ||||||||
Liabilities from investment contracts | 463,366 | 503,838 | ||||||||
Other policyholders' funds and liabilities | 14,764 | 29,642 | ||||||||
Deferred income | 21,258 | 38,743 | ||||||||
Deferred income taxes | 133,677 | 78,124 | ||||||||
Related party liabilities | 8,818 | 11,070 | ||||||||
Total liabilities | 2,666,242 | 2,530,783 | ||||||||
Commitments and contingencies (notes 3, 6 and 7) | ||||||||||
Stockholders' equity: | ||||||||||
Series preferred stock, with or without par value, 50,000,000 shares authorized: | ||||||||||
Series A preferred stock, with no par value, 6,100,000 shares authorized; | ||||||||||
6,100,000 shares issued and outstanding as of December 31 and March 31, 2005 | - | - | ||||||||
Series B preferred stock, with no par value, 100,000 shares authorized; none | ||||||||||
issued and outstanding as of December 31 and March 31, 2005 | - | - | ||||||||
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; | ||||||||||
3,716,181 shares issued as of December 31 and March 31, 2005 | 929 | 929 | ||||||||
Common stock of $0.25 par value, 150,000,000 shares authorized; | ||||||||||
38,269,518 issued as of December 31 and March 31, 2005 | 9,568 | 9,568 | ||||||||
Additional paid-in capital | 365,531 | 350,344 | ||||||||
Accumulated other comprehensive loss | (29,604 | ) | (30,661 | ) | ||||||
Retained earnings | 781,273 | 671,642 | ||||||||
Cost of common shares in treasury, net (20,701,096 shares as of | ||||||||||
December 31 and March 31, 2005) | (418,092 | ) | (418,092 | ) | ||||||
Unearned employee stock ownership plan shares | (9,640 | ) | (10,891 | ) | ||||||
Total stockholders' equity | 699,965 | 572,839 | ||||||||
Total liabilities and stockholders' equity | $ | 3,366,207 | $ | 3,103,622 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
AMERCO AND CONSOLIDATED ENTITIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Quarter Ended December 31, | ||||||||||
2005 | 2004 | |||||||||
(Unaudited) | ||||||||||
(In thousands, except share and per share amounts) | ||||||||||
Revenues: | ||||||||||
Self-moving equipment rentals | $ | 353,409 | $ | 328,471 | ||||||
Self-storage revenues | 29,784 | 28,846 | ||||||||
Self-moving and self-storage products and service sales | 47,316 | 42,694 | ||||||||
Property management fees | 4,289 | 2,880 | ||||||||
Life insurance premiums | 30,743 | 31,241 | ||||||||
Property and casualty insurance premiums | 9,949 | 3,975 | ||||||||
Net investment and interest income | 12,807 | 17,109 | ||||||||
Other revenue | 7,373 | 6,281 | ||||||||
Total revenues | 495,670 | 461,497 | ||||||||
Costs and expenses: | ||||||||||
Operating expenses | 271,368 | 286,518 | ||||||||
Commission expenses | 42,548 | 39,302 | ||||||||
Cost of sales | 23,376 | 21,361 | ||||||||
Benefits and losses | 35,202 | 40,958 | ||||||||
Amortization of deferred policy acquisition costs | 5,754 | 6,279 | ||||||||
Lease expense | 37,182 | 38,506 | ||||||||
Depreciation, net of (gains) losses on disposals | 34,821 | 28,282 | ||||||||
Total costs and expenses | 450,251 | 461,206 | ||||||||
Earnings from operations | 45,419 | 291 | ||||||||
Interest expense | 17,791 | 16,931 | ||||||||
Litigation settlement | - | 51,341 | ||||||||
Pretax earnings | 27,628 | 34,701 | ||||||||
Income tax expense | (12,458 | ) | (13,155 | ) | ||||||
Net earnings | 15,170 | 21,546 | ||||||||
Less: Preferred stock dividends | (3,241 | ) | (3,241 | ) | ||||||
Earnings available to common shareholders | $ | 11,929 | $ | 18,305 | ||||||
Basic and diluted earnings per common share | $ | 0.57 | $ | 0.88 | ||||||
Weighted average common shares outstanding: | ||||||||||
Basic and diluted | 20,865,684 | 20,813,805 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
AMERCO AND CONSOLIDATED ENTITIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended December 31, | ||||||||||
2005 | 2004 | |||||||||
(Unaudited) | ||||||||||
(In thousands, except share and per share amounts) | ||||||||||
Revenues: | ||||||||||
Self-moving equipment rentals | $ | 1,201,374 | $ | 1,147,369 | ||||||
Self-storage revenues | 92,153 | 88,359 | ||||||||
Self-moving and self-storage products and service sales | 176,371 | 161,967 | ||||||||
Property management fees | 12,558 | 8,971 | ||||||||
Life insurance premiums | 90,050 | 96,535 | ||||||||
Property and casualty insurance premiums | 20,172 | 20,815 | ||||||||
Net investment and interest income | 38,873 | 46,160 | ||||||||
Other revenue | 29,093 | 23,686 | ||||||||
Total revenues | 1,660,644 | 1,593,862 | ||||||||
Costs and expenses: | ||||||||||
Operating expenses | 827,861 | 845,876 | ||||||||
Commission expenses | 143,763 | 138,069 | ||||||||
Cost of sales | 85,337 | 77,617 | ||||||||
Benefits and losses | 89,225 | 111,010 | ||||||||
Amortization of deferred policy acquisition costs | 17,806 | 24,015 | ||||||||
Lease expense | 107,055 | 115,389 | ||||||||
Depreciation, net of (gains) losses on disposals | 103,380 | 86,214 | ||||||||
Total costs and expenses | 1,374,427 | 1,398,190 | ||||||||
Earnings from operations | 286,217 | 195,672 | ||||||||
Interest expense | 52,672 | 53,995 | ||||||||
Fees on early extinguishment of debt | 35,627 | - | ||||||||
Litigation settlement | - | 51,341 | ||||||||
Pretax earnings | 197,918 | 193,018 | ||||||||
Income tax expense | (78,564 | ) | (73,994 | ) | ||||||
Net earnings | 119,354 | 119,024 | ||||||||
Less: Preferred stock dividends | (9,723 | ) | (9,723 | ) | ||||||
Earnings available to common shareholders | $ | 109,631 | $ | 109,301 | ||||||
Basic and diluted earnings per common share | $ | 5.26 | $ | 5.25 | ||||||
Weighted average common shares outstanding: | ||||||||||
Basic and diluted | 20,850,254 | 20,801,112 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
AMERCO AND CONSOLIDATED ENTITIES
Quarter Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Comprehensive income: | |||||||
Net earnings | $ | 15,170 | $ | 21,546 | |||
Other comprehensive income (loss), net of tax: | |||||||
Foreign currency translation | (587 | ) | 2,275 | ||||
Unrealized gain (loss) on investments | (2,629 | ) | 5,755 | ||||
Fair market value of cash flow hedges | (128 | ) | 800 | ||||
Total comprehensive income | $ | 11,826 | $ | 30,376 | |||
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Comprehensive income: | |||||||
Net earnings | $ | 119,354 | $ | 119,024 | |||
Other comprehensive income (loss), net of tax: | |||||||
Foreign currency translation | (689 | ) | 2,058 | ||||
Unrealized loss on investments | (1,373 | ) | (4,098 | ) | |||
Fair market value of cash flow hedges | 3,119 | (868 | ) | ||||
Total comprehensive income | $ | 120,411 | $ | 116,116 | |||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
AMERCO AND CONSOLIDATED ENTITIES
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Cash flow from operating activities: | |||||||
Net earnings | $ | 119,354 | $ | 119,024 | |||
Depreciation | 96,748 | 85,030 | |||||
Amortization of deferred policy acquisition costs | 19,295 | 21,038 | |||||
Change in provision for losses on trade receivables | (24 | ) | (360 | ) | |||
Change in provision for losses on mortgage notes | (1,216 | ) | - | ||||
Net loss on sale of real and personal property | 7,105 | 998 | |||||
Net (gain) loss on sale of investments | 3,041 | (548 | ) | ||||
Write-off of unamortized debt issuance costs | 13,629 | - | |||||
Deferred income taxes | 50,556 | 46,919 | |||||
Net change in other operating assets and liabilities: | |||||||
Reinsurance recoverables and trade receivables | (1,642 | ) | 25,828 | ||||
Inventories | (7,276 | ) | (1,029 | ) | |||
Prepaid expenses | (2,288 | ) | (10,178 | ) | |||
Capitalization of deferred policy acquisition costs | (8,963 | ) | (4,544 | ) | |||
Other assets | 2,215 | (21,333 | ) | ||||
Related party assets | 5,589 | (23,583 | ) | ||||
Accounts payable and accrued expenses | (7,686 | ) | (6,260 | ) | |||
Policy benefits and losses, claims and loss expenses payable | (5,618 | ) | (3,234 | ) | |||
Other policyholders' funds and liabilities | (14,878 | ) | 1,437 | ||||
Deferred income | (17,485 | ) | (6,717 | ) | |||
Related party liabilities | 2,884 | 1,314 | |||||
Net cash provided by operating activities | 253,340 | 223,802 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
AMERCO AND CONSOLIDATED ENTITIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Cash flows from investing activities: | |||||||
Purchases of: | |||||||
Property, plant and equipment | $ | (252,362 | ) | $ | (172,496 | ) | |
Short term investments | (369,804 | ) | (137,727 | ) | |||
Fixed maturities investments | (183,677 | ) | (83,665 | ) | |||
Equity securities | - | (6,765 | ) | ||||
Other asset investments, net | - | (936 | ) | ||||
Real estate | (2,362 | ) | - | ||||
Mortgage loans | (5,838 | ) | (750 | ) | |||
Notes and mortgage receivables | - | (2,192 | ) | ||||
Proceeds from sale of: | |||||||
Property, plant and equipment | 46,842 | 229,233 | |||||
Short term investments | 426,784 | 129,470 | |||||
Fixed maturities investments | 119,855 | 103,202 | |||||
Equity securities | 10,615 | - | |||||
Preferred stock | 8,403 | 14,993 | |||||
Other asset investments, net | - | 44,093 | |||||
Real estate | 45,425 | 5,455 | |||||
Mortgage loans | 10,338 | 2,819 | |||||
Payments from notes and mortgage receivables | 1,343 | 205 | |||||
Net cash provided (used) by investing activities | (144,438 | ) | 124,939 | ||||
Cash flows from financing activities: | |||||||
Borrowings from credit facilities | 1,248,550 | 35,032 | |||||
Principal repayments on credit facilities | (1,087,716 | ) | (202,396 | ) | |||
Debt issuance costs | (29,597 | ) | - | ||||
Leveraged Employee Stock Ownership Plan - repayments from loan | 1,251 | 1,752 | |||||
Payoff of capital leases | - | (99,607 | ) | ||||
Preferred stock dividends paid | (9,723 | ) | (25,297 | ) | |||
Investment contract deposits | 15,471 | 19,587 | |||||
Investment contract withdrawals | (55,943 | ) | (79,143 | ) | |||
Net cash provided (used) by financing activities | 82,293 | (350,072 | ) | ||||
Increase (decrease) in cash equivalents | 191,195 | (1,331 | ) | ||||
Cash and cash equivalents at the beginning of period | 55,955 | 81,557 | |||||
Cash and cash equivalents at the end of period | $ | 247,150 | $ | 80,226 | |||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005, December 31, 2004 (Unaudited) and March 31, 2005,
1. Basis of Presentation
The third fiscal quarter for AMERCO ends on the 31st of December for each year that is referenced. Our insurance company subsidiaries have a third quarter that ends on the 30th of September for each year that is referenced. They have been consolidated on that basis. Consequently, all references to our insurance subsidiaries’ years 2005 and 2004 correspond to the Company’s fiscal years 2006 and 2005.
Accounts denominated in non-U.S. currencies have been re-measured using the U.S. dollar as the functional currency. Certain amounts reported in previous years have been reclassified to conform to the current presentation.
The consolidated financial statements for the third quarter and the nine months of fiscal 2006 and fiscal 2005, and the balance sheet as of March 31, 2005 include the accounts of AMERCO, its wholly-owned subsidiaries and SAC Holding II Corporation and its subsidiaries.
The condensed consolidated balance sheet as of December 31, 2005 and the related condensed consolidated statements of operations and comprehensive income for the third quarter and the nine months and the cash flows for the nine months ended fiscal 2006 and 2005 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 2005 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”),
North American Fire & Casualty Insurance Company (“NAFCIC”),
Oxford Life Insurance Company (“Oxford”),
North American Insurance Company (“NAI”) and
Christian Fidelity Life Insurance Company (“CFLIC”).
Unless the context otherwise requires, the term “Company”, “we”, “us” or “our” refers to AMERCO and its legal subsidiaries.
8
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Description of Operating Segments
AMERCO has four reportable segments. They are Moving and Storage Operations, Property and Casualty Insurance, Life Insurance and SAC Holding II.
Moving and Storage Operations include AMERCO, U-Haul and Real Estate and the wholly-owned subsidiaries of U-Haul and Real Estate and consist of the rental of trucks and trailers, sales of moving supplies, sales of trailer hitches, sales of propane, the rental of self-storage spaces to the “do-it-yourself” mover and management of self-storage properties owned by others. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
Property and Casualty Insurance includes RepWest and its wholly-owned subsidiary. RepWest provides loss adjusting and claims handling for U-Haul through regional offices across North America. RepWest also underwrites components of the Safemove, Safetow and Safestor protection packages to U-Haul customers.
Life Insurance includes Oxford and its wholly-owned subsidiaries. Oxford originates and reinsures annuities, ordinary life, group life and disability coverage, and Medicare supplement insurance. Oxford also administers the self-insured employee health and dental plans for Arizona employees of the Company.
SAC Holding Corporation and its subsidiaries, and SAC Holding II Corporation and its subsidiaries, collectively referred to as “SAC Holdings”, own self-storage properties that are managed by U-Haul under property management agreements and act as independent U-Haul rental equipment dealers. AMERCO, through its subsidiaries, has contractual interests in certain SAC Holdings’ properties entitling AMERCO to potential future income based on the financial performance of these properties. With respect to SAC Holding II Corporation, AMERCO is considered the primary beneficiary of these contractual interests. Consequently, we include the results of SAC Holding II Corporation in the consolidated financial statements of AMERCO, as required by FIN 46(R).
2. Earnings per Share
Net income for purposes of computing earnings per common share is net income less preferred stock dividends. Preferred stock dividends include accrued dividends of AMERCO.
The shares used in the computation of the Company’s basic and diluted earnings per common share were as follows:
Quarter Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
Basic and diluted earnings per common share | $ | 0.57 | $ | 0.88 | |||
Weighted average common share outstanding: | |||||||
Basic and diluted | 20,865,684 | 20,813,805 | |||||
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
Basic and diluted earnings per common share | $ | 5.26 | $ | 5.25 | |||
Weighted average common share outstanding: | |||||||
Basic and diluted | 20,850,254 | 20,801,112 | |||||
The weighted average common shares outstanding listed above exclude post-1992 shares of the employee stock ownership plan that have not been committed to be released. The unreleased shares were 405,058 and 468,416 as of December 31, 2005 and December 31, 2004, respectively.
9
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
6,100,000 shares of preferred stock have been excluded from the weighted average shares outstanding calculation because they are not common stock equivalents.
3. Borrowings
Long-Term Debt
Long-term debt consisted of the following:
December 31, | March 31, | ||||||
2005 | 2005 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Real estate loan, due 2010 | $ | 242,585 | $ | - | |||
Senior mortgages, 5.68%, due 2015 | 238,231 | - | |||||
Senior mortgages, 5.52%, due 2015 | 238,280 | - | |||||
U-Haul Co. of Canada mortgage securities 5.75%, due 2015 | 9,703 | - | |||||
CMBS mezzanine loan, due 2007 | 19,603 | - | |||||
CMBS loan, 5.47%, due 2015 | 24,020 | - | |||||
CMBS II loan , 5.72% due 2015 | 23,621 | ||||||
Revolving credit agreement, due 2010 | 90,000 | - | |||||
Rental truck amortizing loan, due 2012 | 56,049 | ||||||
Revolving credit facility, senior secured first lien | - | 84,862 | |||||
Senior amortizing notes, secured, first lien, due 2009 | - | 346,500 | |||||
Senior notes, secured second lien, 9.00% interest rate, due 2009 | - | 200,000 | |||||
Senior subordinated notes, secured, 12.00% interest rate, due 2011 | - | 148,646 | |||||
Total AMERCO notes and loans payable | $ | 942,092 | $ | 780,008 | |||
Real Estate Backed Loans
Real Estate Loan
Amerco Real Estate Company and certain of its subsidiaries and U-Haul Company of Florida are borrowers under a Real Estate Loan. The lender is Merrill Lynch Commercial Finance Corp. The original amount of the Real Estate Loan was $465.0 million and is due June 10, 2010. The borrowers have the right to extend the maturity twice, for up to one year each time. U-Haul International, Inc. is a guarantor of this loan.
The Real Estate Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. The Real Estate Loan is secured by various properties owned by the borrowers. The principal payments of $222.4 million made in the second quarter were sufficient to allow us to make interest only payments.
The interest rate, per the provisions of the Loan Agreement, is the applicable London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At December 31, 2005 the applicable LIBOR was 4.36% and the applicable margin was 2.00%, the sum of which was 6.36%. The applicable margin ranges from 2.00% to 2.75% and is based on the ratio of the excess of the average daily amount of loans divided by a fixed percentage of the appraised value of the properties collateralizing the loan, compared with the most recently reported twelve months of Combined Net Operating Income (“NOI”), as that term is defined in the Loan Agreement.
The default provisions of the Real Estate Loan include non-payment of principal or interest and other standard affirmative covenants. There are limited restrictions regarding our use of the funds.
10
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Senior Mortgages
Various subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are borrowers under the Senior Mortgages. The lenders for the Senior Mortgages are Merrill Lynch Mortgage Lending, Inc. and Morgan Stanley Mortgage Capital Inc. The Senior Mortgages are in the aggregate amount of $476.5 million and are due July 2015.
The Senior Mortgages require average monthly principal and interest payments of $3.0 million with the unpaid loan balance and accrued and unpaid interest due at maturity. The Senior Mortgages are secured by certain properties owned by the borrowers. The interest rates, per the provisions of the Senior Mortgages, are 5.68% per annum for the Merrill Lynch Mortgage Lending Agreement and 5.52% per annum for the Morgan Stanley Mortgage Capital Agreement. The default provisions of the Senior Mortgages include non-payment of principal or interest and other standard covenants. There are limited restrictions regarding our use of the funds.
U-Haul Company of Canada Mortgage Securities
U-Haul Company of Canada is the borrower under a mortgage backed loan. The loan was arranged by Merrill Lynch Canada and is in the amount of $9.8 million ($11.4 million Canadian currency). The loan is secured by certain properties owned by the borrower. The loan was entered into on June 29, 2005 at a rate of 5.75%. The loan requires monthly principal and interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. It has a twenty-five year amortization with a maturity of July 1, 2015. The default provisions of the loan include non-payment of principal or interest and other standard covenants. There are limited restrictions regarding our use of the funds.
CMBS Mezzanine Loan
Various subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are borrowers under the CMBS Mezzanine Loan. The loan was originated by Morgan Stanley Mortgage Capital, Inc. and is in the amount of $20.0 million. The loan was entered into on August 12, 2005. The interest rate per the provision of the loan agreement is the applicable LIBOR plus a margin of 5.65%. At December 31, 2005 the applicable LIBOR was 4.36%. The loan requires monthly principal and interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. It has a ten year amortization with a maturity of September 1, 2007. Amerco Real Estate Company and U-Haul International, Inc. are guarantors of the loan. The default provisions of the loan include non-payment of principal or interest and other standard covenants. There are limited restrictions regarding our use of the funds.
CMBS Loan
A subsidiary of Amerco Real Estate Company is a borrower under a mortgage backed loan. The lender is Morgan Stanley Mortgage Capital, Inc. and the loan is in the amount of $24.1 million. The loan was entered into on August 17, 2005 at a rate of 5.47%. The loan is secured by certain properties owned by the borrower. The loan requires monthly principal and interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. It has a twenty-five year amortization with a maturity of September 17, 2015. The default provisions of the loan include non-payment of principal or interest and other standard covenants. There are limited restrictions regarding our use of the funds.
CMBS II Loan
Various subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are borrowers under a mortgage backed loan. The lender is Lehman Brothers Bank, FSB and the loan is in the amount of $23.7 million. The loan was entered into on October 6, 2005 at a rate of 5.72%. The loan is secured by certain properties owned by the borrowers. The loan requires monthly principal and interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. It has a twenty-five year amortization with a maturity of October 11, 2015. The default provisions of the loan include non-payment of principal or interest and other standard covenants. There are limited restrictions regarding our use of the funds.
11
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Fleet Loans
Revolving Credit Agreement
U-Haul International, Inc. is a borrower under a revolving credit facility. The lender is Merrill Lynch Commercial Finance Corp. The maximum amount that can be drawn is $150.0 million and is due July 2010. As of December 31, 2005 the Company had $60.0 million available under this revolving credit facility.
The Revolving Credit Agreement requires monthly interest payments, with the unpaid loan balance and accrued unpaid interest due at maturity. The Revolving Credit Agreement is secured by various older rental trucks. The maximum amount that we can draw down under the Revolving Credit Agreement reduces by $50.0 million after the third year and another $50.0 million after the fourth year. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin of 1.75%. At December 31, 2005 the applicable LIBOR was 4.36%. The default provisions of the loan include non-payment of principal or interest and other standard covenants.
Rental Truck Amortizing Loan
U-Haul International, Inc. is a borrower under an amortizing term loan. The lender is Merrill Lynch Commercial Finance Corp. The maximum amount that can be borrowed is $150.0 million and is due six years following the last draw down. As of December 31, 2005 the Company had drawn $56.0 million and anticipates drawing the remaining $94.0 million by April 30, 2006.
The Rental Truck Amortizing Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued unpaid interest due at maturity. The Rental Truck Amortizing Loan can be used to purchase new trucks between the months of November 2005 through June 2006. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin between 1.50% and 1.75%. At December 31, 2005 the applicable LIBOR was 4.36% and the applicable margin was 1.75%. The default provisions of the loan include non-payment of principal or interest and other standard covenants.
W.P. Carey Transactions
In 1999, AMERCO, U-Haul and Real Estate entered into financing agreements for the purchase and construction of self-storage facilities with the Bank of Montreal and Citibank (the “leases” or the “synthetic leases”). Title to the real property subject to these leases was held by non-affiliated entities.
These leases were amended and restated on March 15, 2004. In connection with such amendment and restatement, we paid down approximately $31.0 million of lease obligations and entered into leases with a three year term, with four one year renewal options. After such pay down, our lease obligation under the amended and restated synthetic leases was approximately $218.5 million.
On April 30, 2004, the amended and restated leases were terminated and the properties underlying these leases were sold to UH Storage (DE) Limited Partnership, an affiliate of W. P. Carey. U-Haul entered into a ten year operating lease with W. P. Carey (UH Storage DE) for a portion of each property (the portion of the property that relates to U-Haul’s truck and trailer rental and moving supply sales businesses). The remainder of each property (the portion of the property that relates to self-storage) was leased by W. P. Carey (UH Storage DE) to Mercury Partners, LP (“Mercury”) pursuant to a twenty year lease. These events are referred to as the “W. P. Carey Transactions.” As a result of the W. P. Carey Transactions, we no longer have a capital lease related to these properties.
The sales price for these transactions was $298.4 million and cash proceeds were $298.9 million. The Company realized a gain on the transaction of $2.7 million, which is being amortized over the life of the lease term.
As part of the W. P. Carey Transactions, U-Haul entered into agreements to manage these properties (including the portion of the properties leased by Mercury). These management agreements allow us to continue to operate the properties as part of the U-Haul moving and self-storage system.
12
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
U-Haul’s annual lease payments under the new lease are approximately $10.0 million per year, with Consumer Price Index (“CPI”) inflation adjustments beginning in the sixth year of the lease. The lease term is ten years, with a renewal option for an additional ten years. Upon closing of the W. P. Carey Transactions, we made a $22.9 million earn-out deposit, providing us with the opportunity to be reimbursed for certain capital improvements we previously made to the properties, and a $5.0 million security deposit. U-Haul has met the requirements under the lease regarding the return of the earn-out deposit which has been refunded.
The property management agreement we entered into with Mercury provides that Mercury will pay U-Haul a management fee based on gross self-storage rental revenues generated by the properties. During the nine months of fiscal 2006, U-Haul earned $3.0 million in management fees from Mercury.
Annual Maturities of AMERCO Consolidated Notes and Loans Payable
The annual maturity of AMERCO Consolidated long-term debt as of December 31, 2005 for the next five years and thereafter is as follows:
Year Ending December 31, | |||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | Thereafter | ||||||||||||||
(Unaudited) | |||||||||||||||||||
(In thousands) | |||||||||||||||||||
Notes payable, secured | $ | 22,166 | $ | 39,398 | $ | 22,651 | $ | 23,394 | $ | 356,682 | $ | 477,801 | |||||||
SAC Holding II Corporation Notes and Loans Payable to Third Parties
SAC Holding II notes and loans payable to third parties consisted of the following:
December 31, | March 31, | ||||||
2005 | 2005 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Notes payable, secured, 7.87% interest rate, due 2027 | $ | 76,572 | $ | 77,474 | |||
13
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
4. Interest on Borrowings
Interest expense was as follows:
Quarter Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Interest expense | $ | 13,853 | $ | 14,479 | |||
Capitalized interest | (39 | ) | - | ||||
Amortization of transaction costs | 892 | 863 | |||||
Interest expense resulting from derivatives | 1,543 | 24 | |||||
Total AMERCO interest expense | 16,249 | 15,366 | |||||
SAC Holding II interest expense | 3,403 | 3,710 | |||||
Less: Intercompany transactions | 1,861 | 2,145 | |||||
Total SAC Holding II interest expense | 1,542 | 1,565 | |||||
Total | $ | 17,791 | $ | 16,931 | |||
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Interest expense | $ | 45,469 | $ | 45,821 | |||
Capitalized interest | (115 | ) | - | ||||
Amortization of transaction costs related to early extinguishment of debt | 14,384 | - | |||||
Amortization of transaction costs | 1,940 | 2,458 | |||||
Interest expense resulting from derivatives | 750 | 1,017 | |||||
Fees on early extinguishment of debt | 21,243 | - | |||||
Total AMERCO interest expense | 83,671 | 49,296 | |||||
SAC Holding II interest expense | 9,547 | 10,941 | |||||
Less: Intercompany transactions | 4,919 | 6,242 | |||||
Total SAC Holding II interest expense | 4,628 | 4,699 | |||||
Total | $ | 88,299 | $ | 53,995 | |||
Interest paid in cash by AMERCO amounted to $13.8 million and $14.1 million for the third quarter of fiscal 2006 and fiscal 2005, respectively.
Interest paid in cash by AMERCO (excluding any fees from the early extinguishment of debt) amounted to $39.7 million and $42.9 million for the nine months of fiscal 2006 and fiscal 2005, respectively.
The costs associated with the early extinguishment of debt in the first quarter of fiscal 2006, include $21.2 million of fees and $14.4 million of transaction cost amortization related to retired debt.
14
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
The exposure to market risk for changes in interest rates relates primarily to our variable rate debt obligations. We have used interest rate swap and interest rate cap agreements to provide for matching the gain or loss recognition on the hedging instrument with the recognition of the changes in the cash flows associated with the hedged asset or liability attributable to the hedged risk or the earnings effect of the hedged forecasted transaction. On June 8, 2005 the Company entered into separate interest rate swap contracts for $100.0 million of our variable rate debt over a three year term and for $100.0 million of our variable rate debt over a five year term, which were designated as cash flow hedges effective July 1, 2005. On May 13, 2004 the Company entered into separate interest rate cap contracts for $200.0 million of our variable rate debt over a two year term and for $50.0 million of our variable rate debt over a three year term, however these contracts were designated as cash flow hedges effective July 11, 2005 when the debt was paid down by $222.4 million. On November 15, 2005 the Company entered into a forward starting interest rate swap contract for $142.3 million of a variable rate debt over a six year term, starting on May 10, 2006.
Interest rates and Company borrowings were as follows:
Revolving Credit Activity | |||||||
Quarter ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands, except interest rates) | |||||||
Weighted average interest rate during the third fiscal quarter | 5.81% | 6.21% | |||||
Interest rate at the end of the third fiscal quarter | 6.11% | 6.25% | |||||
Maximum amount outstanding during the third fiscal quarter | $ | 90,000 | $ | 20,466 | |||
Average amount outstanding during the third fiscal quarter | $ | 90,000 | $ | 3,817 | |||
Revolving Credit Activity | |||||||
Nine Months ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands, except interest rates) | |||||||
Weighted average interest rate during the nine months | 5.81% | 5.88% | |||||
Interest rate at the end of the nine months | 6.11% | 6.25% | |||||
Maximum amount outstanding during the nine months | $ | 158,011 | $ | 38,624 | |||
Average amount outstanding during the nine months | $ | 100,795 | $ | 8,002 | |||
5. Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss), net of tax, were as follows:
December 31, | March 31, | ||||||
2005 | 2005 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Accumulated foreign currency translation | $ | (34,033 | ) | $ | (33,344 | ) | |
Accumulated unrealized gain on investments | 1,263 | 2,636 | |||||
Accumulated fair market value of cash flow hedge | 3,166 | 47 | |||||
$ | (29,604 | ) | $ | (30,661 | ) | ||
15
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
A summary of accumulated comprehensive income (loss) components, net of tax, were as follows:
Foreign Currency Translation | Unrealized Gain (Loss) on Investments | Fair Market Value of Cash Flow Hedge | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||
(Unaudited) | |||||||||||||||||||
(In thousands) | |||||||||||||||||||
Balance at March 31, 2005 | $ | (33,344 | ) | $ | 2,636 | $ | 47 | $ | (30,661 | ) | |||||||||
Foreign currency translation - U-Haul | (689 | ) | - | - | (689 | ) | |||||||||||||
Unrealized gain (loss) on investments | - | (1,373 | ) | - | (1,373 | ) | |||||||||||||
Change in fair market value of cash flow hedge | - | - | 3,119 | 3,119 | |||||||||||||||
Balance at December 31, 2005 | $ | (34,033 | ) | $ | 1,263 | $ | 3,166 | $ | (29,604 | ) | |||||||||
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 2034, with the exception of one land lease expiring in 2079. At December 31, 2005, AMERCO has guaranteed $181.1 million of residual values for these rental equipment assets at the end of the respective lease terms. Certain leases contain renewal and fair market value purchase options as well as mileage and other restrictions. At the expiration of 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 rental equipment since 1987 and has experienced no material losses relating to these types of residual value guarantees.
Lease commitments having terms of more than one year as of December 31, 2005, were as follows:
Property, Plant and Equipment | Rental Equipment | Total | ||||||||
(Unaudited) | ||||||||||
(In thousands) | ||||||||||
Year-ended December 31,: | ||||||||||
2006 | $ | 11,849 | $ | 127,413 | $ | 139,262 | ||||
2007 | 11,672 | 95,753 | 107,425 | |||||||
2008 | 11,467 | 74,767 | 86,234 | |||||||
2009 | 11,070 | 61,519 | 72,589 | |||||||
2010 | 10,792 | 42,610 | 53,402 | |||||||
Thereafter | 43,392 | 34,230 | 77,622 | |||||||
Total | $ | 100,242 | $ | 436,292 | $ | 536,534 | ||||
16
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
7. Contingencies
Shoen
On September 24, 2002, Paul F. Shoen filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Paul F. Shoen vs. SAC Holding Corporation et al., CV02-05602, seeking damages and equitable relief on behalf of AMERCO from SAC Holdings and certain current and former members of the AMERCO Board of Directors, including Edward J. Shoen, Mark V. Shoen and James P. Shoen as defendants. AMERCO is named a nominal defendant for purposes of the derivative action. The complaint alleges breach of fiduciary duty, self-dealing, usurpation of corporate opportunities, wrongful interference with prospective economic advantage and unjust enrichment and seeks the unwinding of sales of self-storage properties by subsidiaries of AMERCO to SAC Holdings over the last several years. The complaint seeks a declaration that such transfers are void as well as unspecified damages. On October 28, 2002, AMERCO, the Shoen directors, the non-Shoen directors and SAC Holdings filed Motions to Dismiss the complaint. In addition, on October 28, 2002, Ron Belec filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al., CV 02-06331 and on January 16, 2003, M.S. Management Company, Inc. filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned M.S. Management Company, Inc. vs. William E. Carty, et al., CV 03-00386. Two additional derivative suits were also filed against these parties. These additional suits are substantially similar to the Paul F. Shoen derivative action. The five suits assert virtually identical claims. In fact, three of the five plaintiffs are parties who are working closely together and chose to file the same claims multiple times. These lawsuits alleged that the AMERCO Board lacked independence. In reaching its decision to dismiss these claims, the court determined that the AMERCO Board of Directors had the requisite level of independence required in order to have these claims resolved by the Board. The court consolidated all five complaints before dismissing them on May 28, 2003. Plaintiffs appealed and, on September 12, 2005 the Nevada Supreme Court heard oral arguments. The parties are awaiting a ruling.
Securities Litigation
AMERCO is a defendant in a consolidated putative class action lawsuit entitled “In Re AMERCO Securities Litigation”, United States District Court, Case No. CV-N-03-0050-ECR (RAM). The action alleges claims for violation of Section 10(b) of the Securities Exchange Act and Rule 10b-5 there under, section 20(a) of the Securities Exchange Act of 1934 and sections 11, 12, and 15 of the Securities Act of 1933. The action alleges among other things, that AMERCO engaged in transactions with SAC entities that falsely improved AMERCO’s financial statements and that AMERCO failed to disclose the transactions properly. The action has been transferred to the United Sates District Court, District of Arizona and assigned to Judge Bryan. Motions to dismiss are fully briefed and are before the court.
Securities and Exchange Commission
The Securities and Exchange Commission (“SEC”) has issued a formal order of investigation to determine whether the Company has violated the Federal Securities laws. The Company has produced and delivered all requested documents and information and provided testimony from all requested witnesses to the SEC. The Company continues to cooperate with the SEC. We cannot predict the outcome of the investigation.
Environmental
In the normal course of business, AMERCO is a defendant in a number of suits and claims. AMERCO is also a party to several administrative proceedings arising from state and local provisions that regulate the removal and/or cleanup of underground fuel storage tanks. It is the opinion of management, that none of these suits, claims or proceedings involving AMERCO, individually or in the aggregate, are expected to result in a material loss.
Compliance with environmental requirements of federal, state and local governments significantly affects Real Estate’s business operations. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Real Estate is aware of issues regarding hazardous substances on some of its properties. Real Estate regularly makes capital and operating expenditures to stay in compliance with environmental laws and has put in place a remedial plan at each site where it believes such a plan is necessary. Since 1988, Real Estate has managed a testing and removal program for underground storage tanks.
17
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
Based upon the information currently available to Real Estate, compliance with the environmental laws and its share of the costs of investigation and cleanup of known hazardous waste sites are not expected to have a material adverse effect on AMERCO’s financial position or operating results. Real Estate expects to spend approximately $8.7 million 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 managements’ opinion none of these other matters will have a material effect on the Company’s financial position and results of operations.
8. Related Party Transactions
AMERCO has engaged in related party transactions, and has continuing related party interests with certain major stockholders, directors and officers of the consolidated group as disclosed below. Management believes that the transactions described below and in the related notes were consummated on terms equivalent to those that would prevail in arm’s-length transactions.
During the third quarter of fiscal 2006, subsidiaries of the Company held various junior unsecured notes of SAC Holdings. Substantially all of the equity interest of SAC Holdings is controlled by Mark V. Shoen, a significant shareholder and executive officer of AMERCO. The Company does not have an equity ownership interest in SAC Holdings, except for minority investments made by RepWest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties. The Company received cash interest payments of $9.4 million, from SAC Holdings during the nine months of fiscal 2006. The largest aggregate amount of notes receivable outstanding during the nine months of fiscal 2006 and the aggregate notes receivable balance at December 31, 2005 was $203.7 million, of this amount, $75.1 million is with SAC Holding II Corporation and are eliminated in consolidation.
Interest accrues on the outstanding principal balance of junior notes of SAC Holdings that the Company holds at a stated rate of basic interest. A fixed portion of that basic interest is paid on a monthly basis.
Additional interest is paid on the same payment date based on the amount of remaining basic interest and of the cash flow generated by the underlying property. This amount is referred to as the “cash flow-based calculation.”
To the extent that this cash flow-based calculation exceeds the amount of remaining basic interest, contingent interest is paid on the same monthly date as the fixed portion of basic interest. To the extent that the cash flow-based calculation is less than the amount of remaining basic interest, the additional interest payable on the applicable monthly date is limited to the amount of that cash flow-based calculation. In such a case, the excess of the remaining basic interest over the cash flow-based calculation is deferred. In addition, subject to certain contingencies, the junior notes provide that the holder of the note is entitled to receive 90% of the appreciation realized upon, among other things, the sale of such property by SAC Holdings.
The Company currently manages the self-storage properties owned or leased by SAC Holdings, Mercury, 4 SAC, 5 SAC, Galaxy and Private Mini Storage Realty (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. The Company received management fees of $13.1 million and $10.9 million from the above mentioned entities for the first nine months ended December 31, 2005 and 2004, respectively. This management fee is consistent with the fees received for other properties the Company previously managed for third parties. These entities are substantially controlled by Mark V. Shoen. James P. Shoen, a significant shareholder and director of AMERCO, has an interest in Mercury.
RepWest and Oxford currently hold a 46% limited partnership interest in Securespace Limited Partnership (“Securespace”), a Nevada limited partnership. A SAC Holdings subsidiary serves as the general partner of Securespace and owns a 1% interest. Another SAC Holdings subsidiary owns the remaining 53% limited partnership interest in Securespace. Securespace was formed by SAC Holdings to be the owner of various Canadian self-storage properties. RepWest and Oxford’s investment in Securespace is included in related party assets and is accounted for using the equity method of accounting. We do not believe that the carrying amount of their investment in Securespace is in excess of fair value.
18
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the first nine months ended December 31, 2005 and 2004, the Company leased space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy. Total lease payments pursuant to such leases were $2.0 million and $1.9 million, respectively. The terms of the leases are similar to the terms of leases for other properties owned by unrelated parties that are leased to the Company.
At December 31, 2005, 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. For the first nine months ended December 31, 2005 and 2004, the Company paid the above mentioned entities $29.2 million and $26.3 million, respectively in commissions pursuant to such dealership contracts.
SAC Holdings was established in order to acquire self-storage properties. These properties are being managed by the Company pursuant to management agreements. The sale of self-storage properties by the Company to SAC Holdings has in the past provided significant cash flows to the Company and the Company’s outstanding loans to SAC Holdings entitle the Company to participate in SAC Holdings’ excess cash flows (after senior debt service).
Management believes that its sales of self-storage properties to SAC Holdings in the past provided a unique structure for the Company to earn moving equipment rental revenues and management fee income from the SAC Holdings self-storage properties the Company manages and to participate in SAC Holdings’ excess cash flows as described above.
Independent fleet owners own approximately 3.0% of all U-Haul rental trailers. There are approximately 875 independent fleet owners, including certain officers, directors, employees and stockholders of AMERCO. Such AMERCO officers, directors, employees and stockholders owned less than 1.0% of all U-Haul rental trailers during the nine months of fiscal 2006 and fiscal 2005, respectively. All rental equipment is operated under contract with U-Haul whereby U-Haul administers the operations and marketing of such equipment and in return receives a percentage of rental fees paid by customers. Based on the terms of various contracts, rental fees are distributed to U-Haul (for services as operators), to the fleet owners (including certain subsidiaries and related parties of U-Haul) and to rental dealers (including Company-operated U-Haul Centers).
In February 1997, AMERCO, through its insurance subsidiaries, invested in the equity of Private Mini, a Texas-based self-storage operator. RepWest invested $13.5 million and had a direct 30.6% interest and an indirect 13.2% interest. Oxford invested $11.0 million and had a direct 24.9% interest and an indirect 10.8% interest. On June 30, 2003, RepWest and Oxford exchanged their respective interests in Private Mini for certain real property owned by 4 SAC and 5 SAC. The exchanges were non-monetary and were recorded on the basis of the book values of the assets exchanged.
During 1997, Private Mini secured a $225.0 million line of credit with a financing institution, which was subsequently reduced in accordance with its terms to $125.0 million in December 2001. Under the terms of this credit facility, AMERCO entered into a support party agreement with Private Mini whereby upon default or noncompliance with certain debt covenants by Private Mini, AMERCO assumes responsibility in fulfilling all obligations related to this credit facility. In 2003, the support party obligation was bifurcated into two separate support party obligations; one consisting of a $55.0 million support party obligation and one consisting of a $70.0 million support party obligation. At March 31, 2003, $55.0 million of AMERCO’s support party obligation had been triggered. AMERCO satisfied the $55.0 million obligation by issuing notes to the Private Mini creditor, and we correspondingly increased our receivable from Private Mini by $55.0 million. Interest from Private Mini on this receivable is being recorded by AMERCO on a regular basis. The Company expects to fully recover this amount. Under the terms of FIN 45, the remaining $70.0 million support party obligation was recognized by the Company as a liability at March 31, 2004 and March 31, 2003. This resulted in AMERCO increasing Other Liabilities by $70.0 million and increasing our receivable from Private Mini by an additional $70.0 million. At March 31, 2005, the Company revalued the FIN 45 liability to $2.9 million. Effective July 15, 2005 the $70.0 million support party obligation was terminated and AMERCO is no longer obligated on behalf of Private Mini. The $2.9 million liability recorded in the Company’s books was eliminated at the time the support party obligation was terminated. Private Mini is now a wholly-owned subsidiary of 4 SAC and 5 SAC.
19
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
In August 2005, RepWest completed the sale of three storage properties to 5 SAC and the sale of nineteen storage properties to Real Estate, for approximately $50.5 million. RepWest received cash from these sales. Management believes that the foregoing transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions.
In October 2005, Oxford completed the sale of three storage properties to 5 SAC, one storage property to Real Estate and was fully repaid by U-Haul on a mortgage note secured by twenty-five storage properties. These transactions totaled approximately $38.0 million. Oxford received cash from these sales and repayments. Management believes that the foregoing transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions.
Related Party Assets
December 31, | March 31, | ||||||
2005 | 2005 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Private Mini notes, receivables and interest | $ | 74,028 | $ | 70,887 | |||
Oxford note receivable from SAC Holding Corporation | 5,040 | 5,040 | |||||
U-Haul notes receivable from SAC Holding Coporation | 123,578 | 123,578 | |||||
U-Haul interest receivable from SAC Holding Corporation | 39,844 | 35,960 | |||||
U-Haul receivable from SAC Holding Corporation | 5,083 | 1,028 | |||||
SAC Holding II receivable from parent | 2,900 | 2,202 | |||||
U-Haul receivable from Mercury | 3,117 | 2,185 | |||||
Oxford and RepWest investment in Securespace | 11,345 | 11,225 | |||||
Other | 507 | 561 | |||||
$ | 265,442 | $ | 252,666 | ||||
Related Party Liabilities
December 31, | March 31, | ||||||
2005 | 2005 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
SAC Holding II Corporation payable to affiliate | $ | 8,818 | $ | 11,070 | |||
20
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
9. Consolidating Financial Information by Industry Segment
AMERCO has four reportable segments. They are Moving and Storage Operations, Property and Casualty Insurance, Life Insurance and SAC Holding II.
This section includes condensed consolidating financial information which presents the condensed consolidating balance sheets as of December 31, 2005 and March 31, 2005 and the related condensed consolidating statements of operations for the third quarter and nine months of fiscal 2006 and 2005 and the condensed consolidating cash flow statements for the nine months of fiscal 2006 and 2005 for:
(a) | Moving and Storage Operations, comprised of AMERCO, U-Haul, and Real Estate and the subsidiaries of U-Haul and Real Estate |
(b) | RepWest and its subsidiary |
(c) | Oxford and its subsidiaries |
(d) | SAC Holding II and its subsidiaries |
The information includes elimination entries necessary to consolidate AMERCO, the parent, with its subsidiaries and SAC Holding II.
Investments in subsidiaries are accounted for by the parent using the equity method of accounting.
21
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating balance sheets by industry segment as of December 31, 2005 are as follows:
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Eliminations | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Eliminations | AMERCO Consolidated | SAC Holding II | Eliminations | Total Consolidated | |||||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 10 | $ | 210,624 | $ | 105 | $ | - | $ | 210,739 | $ | 7,932 | $ | 3,998 | $ | 23,593 | (f | ) | $ | 246,262 | $ | 888 | $ | - | $ | 247,150 | ||||||||||||||||||||
Reinsurance recoverables and trade receivables, net | - | 18,644 | 22 | - | 18,666 | 201,893 | 17,924 | - | 238,483 | - | - | 238,483 | ||||||||||||||||||||||||||||||||||
Notes and mortgage receivables, net | - | 1,432 | 406 | - | 1,838 | - | - | - | 1,838 | - | - | 1,838 | ||||||||||||||||||||||||||||||||||
Inventories, net | - | 69,550 | - | - | 69,550 | - | - | - | 69,550 | 1,384 | - | 70,934 | ||||||||||||||||||||||||||||||||||
Prepaid expenses | 6,841 | 15,260 | - | - | 22,101 | - | - | - | 22,101 | 61 | - | 22,162 | ||||||||||||||||||||||||||||||||||
Investments, fixed maturities | - | - | - | - | - | 107,332 | 562,255 | - | 669,587 | - | - | 669,587 | ||||||||||||||||||||||||||||||||||
Investments, other | - | 64 | 8,056 | - | 8,120 | 119,891 | 107,579 | (2,362 | ) | (f | ) | 233,228 | - | - | 233,228 | |||||||||||||||||||||||||||||||
Deferred policy acquisition costs, net | - | - | - | - | - | 1,284 | 46,833 | - | 48,117 | - | - | 48,117 | ||||||||||||||||||||||||||||||||||
Other assets | 237 | 53,153 | 38,238 | - | 91,628 | 1,520 | 1,153 | - | 94,301 | 4,743 | - | 99,044 | ||||||||||||||||||||||||||||||||||
Related party assets | 72,216 | 321,614 | 446,856 | (494,809 | ) | (d | ) | 345,877 | 57,195 | 31,824 | (87,918 | ) | (d,f | ) | 346,978 | 2,900 | (84,436 | ) | (d | ) | 265,442 | |||||||||||||||||||||||||
79,304 | 690,341 | 493,683 | (494,809 | ) | 768,519 | 497,047 | 771,566 | (66,687 | ) | 1,970,445 | 9,976 | (84,436 | ) | 1,895,985 | ||||||||||||||||||||||||||||||||
Investment in subsidiaries | 1,395,637 | - | - | (1,132,621 | ) | (c | ) | 263,016 | - | - | (263,016 | ) | (c | ) | - | - | - | - | ||||||||||||||||||||||||||||
Investment in SAC Holding II | (13,946 | ) | - | - | - | (13,946 | ) | - | - | - | (13,946 | ) | - | 13,946 | (c | ) | - | |||||||||||||||||||||||||||||
Total investment in subsidiaries and SAC Holding II | 1,381,691 | - | - | (1,132,621 | ) | 249,070 | - | - | (263,016 | ) | (13,946 | ) | - | 13,946 | - | |||||||||||||||||||||||||||||||
Property, plant and equipment, at cost: | ||||||||||||||||||||||||||||||||||||||||||||||
Land | - | 31,210 | 143,127 | - | 174,337 | - | - | - | 174,337 | - | - | 174,337 | ||||||||||||||||||||||||||||||||||
Buildings and improvements | - | 90,409 | 652,290 | - | 742,699 | - | - | - | 742,699 | - | - | 742,699 | ||||||||||||||||||||||||||||||||||
Furniture and equipment | 293 | 256,754 | 17,739 | - | 274,786 | - | - | - | 274,786 | - | - | 274,786 | ||||||||||||||||||||||||||||||||||
Rental trailers and other rental equipment | - | 202,280 | - | - | 202,280 | - | - | - | 202,280 | - | - | 202,280 | ||||||||||||||||||||||||||||||||||
Rental trucks | - | 1,273,926 | - | - | 1,273,926 | - | - | - | 1,273,926 | - | - | 1,273,926 | ||||||||||||||||||||||||||||||||||
SAC Holding II - property, plant and equipment (b) | - | - | - | - | - | - | - | - | - | 153,344 | (74,212 | ) | (e | ) | 79,132 | |||||||||||||||||||||||||||||||
293 | 1,854,579 | 813,156 | - | 2,668,028 | - | - | - | 2,668,028 | 153,344 | (74,212 | ) | 2,747,160 | ||||||||||||||||||||||||||||||||||
Less: Accumulated depreciation | (275 | ) | (999,800 | ) | (277,003 | ) | - | (1,277,078 | ) | - | - | - | (1,277,078 | ) | (9,384 | ) | 9,524 | (e | ) | (1,276,938 | ) | |||||||||||||||||||||||||
Total property, plant and equipment | 18 | 854,779 | 536,153 | - | 1,390,950 | - | - | - | 1,390,950 | 143,960 | (64,688 | ) | 1,470,222 | |||||||||||||||||||||||||||||||||
Total assets | $ | 1,461,013 | $ | 1,545,120 | $ | 1,029,836 | $ | (1,627,430 | ) | $ | 2,408,539 | $ | 497,047 | $ | 771,566 | $ | (329,703 | ) | $ | 3,347,449 | $ | 153,936 | $ | (135,178 | ) | $ | 3,366,207 | |||||||||||||||||||
(a) Balances as of September 30, 2005 | ||||||||||||||||||||||||||||||||||||||||||||||
(b) Included in this caption is land of $57,169, buildings and improvements of $95,848, and furniture and equipment of $327 | ||||||||||||||||||||||||||||||||||||||||||||||
(c) Eliminate investment in subsidiaries and SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(d) Eliminate intercompany receivables and payables | ||||||||||||||||||||||||||||||||||||||||||||||
(e) Eliminate gain on sale of property from U-Haul to SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(f) Elimination related to sale of assets from Oxford to U-Haul and Real Estate during the third quarter | ||||||||||||||||||||||||||||||||||||||||||||||
22
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating balance sheets by industry segment as of December 31, 2005 are as follows (continued):
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Eliminations | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Eliminations | AMERCO Consolidated | SAC Holding II | Eliminations | Total Consolidated | |||||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued expenses | $ | 6,105 | $ | 188,032 | $ | 5,588 | $ | - | $ | 199,725 | $ | - | $ | 4,704 | $ | - | $ | 204,429 | $ | 1,763 | $ | - | $ | 206,192 | ||||||||||||||||||||||
AMERCO's notes and loans payable | - | 185,982 | 756,110 | - | 942,092 | - | - | - | 942,092 | - | - | 942,092 | ||||||||||||||||||||||||||||||||||
SAC Holding II Corporation notes and loans payable, non-recourse to AMERCO | - | - | - | - | - | - | - | - | - | 76,572 | - | 76,572 | ||||||||||||||||||||||||||||||||||
Policy benefits and losses, claims and loss expenses payable | - | 286,829 | - | - | 286,829 | 357,204 | 155,470 | - | 799,503 | - | - | 799,503 | ||||||||||||||||||||||||||||||||||
Liabilities from investment contracts | - | - | - | - | - | - | 463,366 | - | 463,366 | - | - | 463,366 | ||||||||||||||||||||||||||||||||||
Other policyholders' funds and liabilities | - | - | - | - | - | 6,122 | 8,642 | - | 14,764 | - | - | 14,764 | ||||||||||||||||||||||||||||||||||
Deferred income | - | 11,466 | 2 | - | 11,468 | 9,302 | 14,279 | (14,599 | ) | (e | ) | 20,450 | 808 | - | 21,258 | |||||||||||||||||||||||||||||||
Deferred income taxes | 212,336 | - | - | - | 212,336 | (48,867 | ) | (3,237 | ) | 4,997 | 165,229 | (4,515 | ) | (27,037 | ) | (d | ) | 133,677 | ||||||||||||||||||||||||||||
Related party liabilities | 495,316 | 17,966 | - | (494,809 | ) | (c | ) | 18,473 | 9,199 | 12,221 | (39,893 | ) | (c | ) | - | 93,254 | (84,436 | ) | (c | ) | 8,818 | |||||||||||||||||||||||||
Total liabilities | 713,757 | 690,275 | 761,700 | (494,809 | ) | 1,670,923 | 332,960 | 655,445 | (49,495 | ) | 2,609,833 | 167,882 | (111,473 | ) | 2,666,242 | |||||||||||||||||||||||||||||||
Stockholders' equity: | ||||||||||||||||||||||||||||||||||||||||||||||
Series preferred stock: | ||||||||||||||||||||||||||||||||||||||||||||||
Series A preferred stock | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Series B preferred stock | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Series A common stock | 929 | - | - | - | 929 | - | - | - | 929 | - | - | 929 | ||||||||||||||||||||||||||||||||||
Common stock | 9,568 | 540 | 1 | (541 | ) | (b | ) | 9,568 | 3,300 | 2,500 | (5,800 | ) | (b | ) | 9,568 | - | - | 9,568 | ||||||||||||||||||||||||||||
Additional paid-in capital | 411,602 | 121,230 | 147,481 | (268,711 | ) | (b | ) | 411,602 | 75,058 | 16,435 | (91,493 | ) | (b | ) | 411,602 | - | (46,071 | ) | (d | ) | 365,531 | |||||||||||||||||||||||||
Accumulated other comprehensive income (loss) | (29,604 | ) | (34,033 | ) | - | 34,033 | (b | ) | (29,604 | ) | 5,574 | (4,311 | ) | (1,263 | ) | (b | ) | (29,604 | ) | - | - | (29,604 | ) | |||||||||||||||||||||||
Retained earnings (deficit) | 772,853 | 776,748 | 120,654 | (897,402 | ) | (b | ) | 772,853 | 80,155 | 101,497 | (181,652 | ) | (b | ) | 772,853 | (13,946 | ) | 22,366 | (b,d | ) | 781,273 | |||||||||||||||||||||||||
Cost of common shares in treasury, net | (418,092 | ) | - | - | - | (418,092 | ) | - | - | - | (418,092 | ) | - | - | (418,092 | ) | ||||||||||||||||||||||||||||||
Unearned employee ownership plan shares | - | (9,640 | ) | - | - | (9,640 | ) | - | - | - | (9,640 | ) | - | - | (9,640 | ) | ||||||||||||||||||||||||||||||
Total stockholders' equity (deficit) | 747,256 | 854,845 | 268,136 | (1,132,621 | ) | 737,616 | 164,087 | 116,121 | (280,208 | ) | 737,616 | (13,946 | ) | (23,705 | ) | 699,965 | ||||||||||||||||||||||||||||||
Total liabilities and stockholders' equity | $ | 1,461,013 | $ | 1,545,120 | $ | 1,029,836 | $ | (1,627,430 | ) | $ | 2,408,539 | $ | 497,047 | $ | 771,566 | $ | (329,703 | ) | $ | 3,347,449 | $ | 153,936 | $ | (135,178 | ) | $ | 3,366,207 | |||||||||||||||||||
(a) Balances as of September 30, 2005 | ||||||||||||||||||||||||||||||||||||||||||||||
(b) Eliminate investment in subsidiaries and SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(c) Eliminate intercompany receivables and payables | ||||||||||||||||||||||||||||||||||||||||||||||
(d) Eliminate gain on sale of property from U-Haul to SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(e) Elimination related to sale of assets from Oxford to U-Haul and Real Estate during the third quarter | ||||||||||||||||||||||||||||||||||||||||||||||
23
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating balance sheets by industry segment as of March 31, 2005 are as follows:
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Eliminations | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Eliminations | AMERCO Consolidated | SAC Holding II | Eliminations | Total Consolidated | |||||||||||||||||||||||||||||||||||
Assets: | (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 14 | $ | 37,626 | $ | 4,327 | $ | - | $ | 41,967 | $ | 10,638 | $ | 2,992 | $ | - | $ | 55,597 | $ | 358 | $ | - | $ | 55,955 | ||||||||||||||||||||||
Reinsurance recoverables and trade receivables, net | - | 9,294 | 26 | - | 9,320 | 211,821 | 15,676 | - | 236,817 | - | - | 236,817 | ||||||||||||||||||||||||||||||||||
Notes and mortgage receivables, net | - | 1,020 | 945 | - | 1,965 | - | - | - | 1,965 | - | - | 1,965 | ||||||||||||||||||||||||||||||||||
Inventories, net | - | 62,489 | - | - | 62,489 | - | - | - | 62,489 | 1,169 | - | 63,658 | ||||||||||||||||||||||||||||||||||
Prepaid expenses | 4,863 | 14,865 | - | - | 19,728 | - | - | - | 19,728 | 146 | - | 19,874 | ||||||||||||||||||||||||||||||||||
Investments, fixed maturities | - | - | - | - | - | 100,028 | 535,150 | - | 635,178 | - | - | 635,178 | ||||||||||||||||||||||||||||||||||
Investments, other | - | 936 | 8,056 | - | 8,992 | 144,839 | 191,376 | - | 345,207 | - | - | 345,207 | ||||||||||||||||||||||||||||||||||
Deferred policy acquisition costs, net | - | - | - | - | - | 1,273 | 51,270 | - | 52,543 | - | - | 52,543 | ||||||||||||||||||||||||||||||||||
Other assets | 14,207 | 59,582 | 1,737 | - | 75,526 | 3,915 | 1,611 | - | 81,052 | 4,239 | - | 85,291 | ||||||||||||||||||||||||||||||||||
Related party assets | 452,350 | 521,162 | 12,600 | (650,371 | ) | (d | ) | 335,741 | 56,479 | 32,216 | (92,042 | ) | (d | ) | 332,394 | 2,202 | (81,930 | ) | (d | ) | 252,666 | |||||||||||||||||||||||||
471,434 | 706,974 | 27,691 | (650,371 | ) | 555,728 | 528,993 | 830,291 | (92,042 | ) | 1,822,970 | 8,114 | (81,930 | ) | 1,749,154 | ||||||||||||||||||||||||||||||||
Investment in subsidiaries | 1,236,082 | - | - | (966,249 | ) | (c | ) | 269,833 | - | - | (269,833 | ) | (c | ) | - | - | - | - | ||||||||||||||||||||||||||||
Investment in SAC Holding II | (14,659 | ) | - | - | - | (14,659 | ) | - | - | - | (14,659 | ) | - | 14,659 | (c | ) | - | |||||||||||||||||||||||||||||
Total investment in subsidiaries and SAC Holding II | 1,221,423 | - | - | (966,249 | ) | 255,174 | - | - | (269,833 | ) | (14,659 | ) | - | 14,659 | - | |||||||||||||||||||||||||||||||
Property, plant and equipment, at cost: | ||||||||||||||||||||||||||||||||||||||||||||||
Land | - | 21,265 | 129,880 | - | 151,145 | - | - | - | 151,145 | - | - | 151,145 | ||||||||||||||||||||||||||||||||||
Buildings and improvements | - | 84,921 | 601,304 | - | 686,225 | - | - | - | 686,225 | - | - | 686,225 | ||||||||||||||||||||||||||||||||||
Furniture and equipment | 292 | 247,219 | 17,705 | - | 265,216 | - | - | - | 265,216 | - | - | 265,216 | ||||||||||||||||||||||||||||||||||
Rental trailers and other rental equipment | - | 199,461 | - | - | 199,461 | - | - | - | 199,461 | - | - | 199,461 | ||||||||||||||||||||||||||||||||||
Rental trucks | - | 1,252,018 | - | - | 1,252,018 | - | - | - | 1,252,018 | - | - | 1,252,018 | ||||||||||||||||||||||||||||||||||
SAC Holding II - property, plant and equipment (b) | - | - | - | - | - | - | - | - | - | 151,806 | (74,212 | ) | (e | ) | 77,594 | |||||||||||||||||||||||||||||||
292 | 1,804,884 | 748,889 | - | 2,554,065 | - | - | - | 2,554,065 | 151,806 | (74,212 | ) | 2,631,659 | ||||||||||||||||||||||||||||||||||
Less: Accumulated depreciation | (255 | ) | (1,008,523 | ) | (269,990 | ) | - | (1,278,768 | ) | - | - | - | (1,278,768 | ) | (7,527 | ) | 9,104 | (e | ) | (1,277,191 | ) | |||||||||||||||||||||||||
Total property, plant and equipment | 37 | 796,361 | 478,899 | - | 1,275,297 | - | - | - | 1,275,297 | 144,279 | (65,108 | ) | 1,354,468 | |||||||||||||||||||||||||||||||||
Total assets | $ | 1,692,894 | $ | 1,503,335 | $ | 506,590 | $ | (1,616,620 | ) | $ | 2,086,199 | $ | 528,993 | $ | 830,291 | $ | (361,875 | ) | $ | 3,083,608 | $ | 152,393 | $ | (132,379 | ) | $ | 3,103,622 | |||||||||||||||||||
(a) Balances as of December 31, 2004 | ||||||||||||||||||||||||||||||||||||||||||||||
(b) Included in this caption is land of $56,960, buildings and improvements of $94,620, and furniture and equipment of $226 | �� | |||||||||||||||||||||||||||||||||||||||||||||
(c) Eliminate investment in subsidiaries and SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(d) Eliminate intercompany receivables and payables | ||||||||||||||||||||||||||||||||||||||||||||||
(e) Eliminate gain on sale of property from U-Haul to SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
24
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating balance sheets by industry segment as of March 31, 2005 are as follows (continued):
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Eliminations | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Eliminations | AMERCO Consolidated | SAC Holding II | Eliminations | Total Consolidated | |||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued expenses | $ | 17,330 | $ | 185,371 | $ | 2,736 | $ | - | $ | 205,437 | $ | - | $ | 325 | $ | - | $ | 205,762 | $ | 1,001 | $ | - | $ | 206,763 | ||||||||||||||||||||||
AMERCO's notes and loans payable | 780,008 | - | - | - | 780,008 | - | - | - | 780,008 | - | - | 780,008 | ||||||||||||||||||||||||||||||||||
SAC Holding II Corporation notes and loans payable, non-recourse to AMERCO | - | - | - | - | - | - | - | - | - | 77,474 | - | 77,474 | ||||||||||||||||||||||||||||||||||
Policy benefits and losses, claims and loss expenses payable | - | 249,053 | - | - | 249,053 | 391,383 | 164,685 | - | 805,121 | - | - | 805,121 | ||||||||||||||||||||||||||||||||||
Liabilities from investment contracts | - | - | - | - | - | - | 503,838 | - | 503,838 | - | - | 503,838 | ||||||||||||||||||||||||||||||||||
Other policyholders' funds and liabilities | - | - | - | - | - | 8,669 | 20,973 | - | 29,642 | - | - | 29,642 | ||||||||||||||||||||||||||||||||||
Deferred income | - | 11,716 | 2 | - | 11,718 | 12,143 | 14,279 | - | 38,140 | 603 | - | 38,743 | ||||||||||||||||||||||||||||||||||
Deferred income taxes | 158,415 | - | - | - | 158,415 | (46,948 | ) | (1,121 | ) | - | 110,346 | (4,973 | ) | (27,249 | ) | (d | ) | 78,124 | ||||||||||||||||||||||||||||
Related party liabilities | 115,499 | 355,997 | 249,692 | (650,371 | ) | (c | ) | 70,817 | 8,910 | 12,315 | (92,042 | ) | (c | ) | - | 92,947 | (81,877 | ) | (c | ) | 11,070 | |||||||||||||||||||||||||
Total liabilities | 1,071,252 | 802,137 | 252,430 | (650,371 | ) | 1,475,448 | 374,157 | 715,294 | (92,042 | ) | 2,472,857 | 167,052 | (109,126 | ) | 2,530,783 | |||||||||||||||||||||||||||||||
Stockholders' equity: | ||||||||||||||||||||||||||||||||||||||||||||||
Series preferred stock: | ||||||||||||||||||||||||||||||||||||||||||||||
Series A preferred stock | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Series B preferred stock | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Series A common stock | 929 | - | - | - | 929 | - | - | - | 929 | - | - | 929 | ||||||||||||||||||||||||||||||||||
Common stock | 9,568 | 540 | 1 | (541 | ) | (b | ) | 9,568 | 3,300 | 2,500 | (5,800 | ) | (b | ) | 9,568 | - | - | 9,568 | ||||||||||||||||||||||||||||
Additional paid-in capital | 396,415 | 121,230 | 147,481 | (268,711 | ) | (b | ) | 396,415 | 69,922 | 16,435 | (86,357 | ) | (b | ) | 396,415 | - | (46,071 | ) | (d | ) | 350,344 | |||||||||||||||||||||||||
Accumulated other comprehensive income (loss) | (30,661 | ) | (33,344 | ) | - | 33,344 | (b | ) | (30,661 | ) | 2,582 | 54 | (2,636 | ) | (b | ) | (30,661 | ) | - | - | (30,661 | ) | ||||||||||||||||||||||||
Retained earnings (deficit) | 663,483 | 623,663 | 106,678 | (730,341 | ) | (b | ) | 663,483 | 79,032 | 96,008 | (175,040 | ) | (b | ) | 663,483 | (14,659 | ) | 22,818 | (b,d | ) | 671,642 | |||||||||||||||||||||||||
Cost of common shares in treasury, net | (418,092 | ) | - | - | - | (418,092 | ) | - | - | - | (418,092 | ) | - | - | (418,092 | ) | ||||||||||||||||||||||||||||||
Unearned employee stock ownership plan shares | - | (10,891 | ) | - | - | (10,891 | ) | - | - | - | (10,891 | ) | - | - | (10,891 | ) | ||||||||||||||||||||||||||||||
Total stockholders' equity (deficit) | 621,642 | 701,198 | 254,160 | (966,249 | ) | 610,751 | 154,836 | 114,997 | (269,833 | ) | 610,751 | (14,659 | ) | (23,253 | ) | 572,839 | ||||||||||||||||||||||||||||||
Total liabilities and stockholders' equity | $ | 1,692,894 | $ | 1,503,335 | $ | 506,590 | $ | (1,616,620 | ) | $ | 2,086,199 | $ | 528,993 | $ | 830,291 | $ | (361,875 | ) | $ | 3,083,608 | $ | 152,393 | $ | (132,379 | ) | $ | 3,103,622 | |||||||||||||||||||
(a) Balances as of December 31, 2004 | ||||||||||||||||||||||||||||||||||||||||||||||
(b) Eliminate investment in subsidiaries and SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(c) Eliminate intercompany receivables and payables | ||||||||||||||||||||||||||||||||||||||||||||||
(d) Eliminate gain on sale of property from U-Haul to SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
25
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating statement of operations by industry segment for the quarter ended December 31, 2005 are as follows:
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Eliminations | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Eliminations | AMERCO Consolidated | SAC Holding II | Eliminations | Total Consolidated | |||||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||
Self-moving equipment rentals | $ | - | $ | 353,409 | $ | - | $ | - | $ | 353,409 | $ | - | $ | - | $ | - | $ | 353,409 | $ | 2,211 | $ | (2,211 | ) | (b | ) | $ | 353,409 | |||||||||||||||||||
Self-storage revenues | - | 24,655 | 400 | - | 25,055 | - | - | - | 25,055 | 4,729 | - | 29,784 | ||||||||||||||||||||||||||||||||||
Self-moving & self-storage products & service sales | - | 43,697 | - | - | 43,697 | - | - | - | 43,697 | 3,619 | - | 47,316 | ||||||||||||||||||||||||||||||||||
Property management fees | - | 4,942 | - | - | 4,942 | - | - | - | 4,942 | - | (653 | ) | (g | ) | 4,289 | |||||||||||||||||||||||||||||||
Life insurance premiums | - | - | - | - | - | - | 31,123 | (380 | ) | (c | ) | 30,743 | - | - | 30,743 | |||||||||||||||||||||||||||||||
Property and casualty insurance premiums | - | - | - | - | - | 9,949 | - | - | 9,949 | - | - | 9,949 | ||||||||||||||||||||||||||||||||||
Net investment and interest income | 908 | 7,538 | (6 | ) | - | 8,440 | 2,878 | 4,437 | (1,087 | ) | (d | ) | 14,668 | - | (1,861 | ) | (d | ) | 12,807 | |||||||||||||||||||||||||||
Other revenue | - | 7,709 | 16,243 | (17,770 | ) | (b | ) | 6,182 | - | 1,504 | (447 | ) | (b | ) | 7,239 | 311 | (177 | ) | (b | ) | 7,373 | |||||||||||||||||||||||||
Total revenues | 908 | 441,950 | 16,637 | (17,770 | ) | 441,725 | 12,827 | 37,064 | (1,914 | ) | 489,702 | 10,870 | (4,902 | ) | �� | 495,670 | ||||||||||||||||||||||||||||||
Costs and expenses: | ||||||||||||||||||||||||||||||||||||||||||||||
Operating expenses | 4,009 | 271,957 | 2,306 | (17,770 | ) | (b | ) | 260,502 | 4,133 | 6,269 | (4,404 | ) | (b,c | ) | 266,500 | 5,521 | (653 | ) | (g | ) | 271,368 | |||||||||||||||||||||||||
Commission expenses | - | 44,759 | - | - | 44,759 | - | - | - | 44,759 | - | (2,211 | ) | (b | ) | 42,548 | |||||||||||||||||||||||||||||||
Cost of sales | - | 21,973 | - | - | 21,973 | - | - | - | 21,973 | 1,403 | - | 23,376 | ||||||||||||||||||||||||||||||||||
Benefits and losses | - | - | - | - | - | 10,041 | 22,671 | 2,490 | (c | ) | 35,202 | - | - | 35,202 | ||||||||||||||||||||||||||||||||
Amortization of deferred policy acquisition costs | - | - | - | - | - | 250 | 5,504 | - | 5,754 | - | - | 5,754 | ||||||||||||||||||||||||||||||||||
Lease expense | 23 | 37,317 | 19 | - | 37,359 | - | - | - | 37,359 | - | (177 | ) | (b | ) | 37,182 | |||||||||||||||||||||||||||||||
Depreciation, net of (gains) losses on disposals | 5 | 32,600 | 2,040 | - | 34,645 | - | - | - | 34,645 | 316 | (140 | ) | (e | ) | 34,821 | |||||||||||||||||||||||||||||||
Total costs and expenses | 4,037 | 408,606 | 4,365 | (17,770 | ) | 399,238 | 14,424 | 34,444 | (1,914 | ) | 446,192 | 7,240 | (3,181 | ) | 450,251 | |||||||||||||||||||||||||||||||
Equity in earnings of subsidiaries | 23,792 | - | - | (23,726 | ) | (f | ) | 66 | - | - | (66 | ) | (f | ) | - | - | - | - | ||||||||||||||||||||||||||||
Equity in earnings of SAC Holding II | 136 | - | - | - | 136 | - | - | - | 136 | - | (136 | ) | (f | ) | - | |||||||||||||||||||||||||||||||
Total - equity in earnings of subsidiaries and SAC Holding II | 23,928 | - | - | (23,726 | ) | 202 | - | - | (66 | ) | 136 | - | (136 | ) | - | |||||||||||||||||||||||||||||||
Earnings (loss) from operations | 20,799 | 33,344 | 12,272 | (23,726 | ) | 42,689 | (1,597 | ) | 2,620 | (66 | ) | 43,646 | 3,630 | (1,857 | ) | 45,419 | ||||||||||||||||||||||||||||||
Interest expense (income) | 10,850 | 620 | 4,779 | - | 16,249 | - | - | - | 16,249 | 3,403 | (1,861 | ) | (d | ) | 17,791 | |||||||||||||||||||||||||||||||
Pretax earnings (loss) | 9,949 | 32,724 | 7,493 | (23,726 | ) | 26,440 | (1,597 | ) | 2,620 | (66 | ) | 27,397 | 227 | 4 | 27,628 | |||||||||||||||||||||||||||||||
Income tax benefit (expense) | 5,134 | (13,472 | ) | (3,019 | ) | - | (11,357 | ) | 560 | (1,517 | ) | - | (12,314 | ) | (91 | ) | (53 | ) | (e | ) | (12,458 | ) | ||||||||||||||||||||||||
Net earnings (loss) | 15,083 | 19,252 | 4,474 | (23,726 | ) | 15,083 | (1,037 | ) | 1,103 | (66 | ) | 15,083 | 136 | (49 | ) | 15,170 | ||||||||||||||||||||||||||||||
Less: Preferred stock dividends | (3,241 | ) | - | - | - | (3,241 | ) | - | - | - | (3,241 | ) | - | - | (3,241 | ) | ||||||||||||||||||||||||||||||
Earnings (loss) available to common shareholders | $ | 11,842 | $ | 19,252 | $ | 4,474 | $ | (23,726 | ) | $ | 11,842 | $ | (1,037 | ) | $ | 1,103 | $ | (66 | ) | $ | 11,842 | $ | 136 | $ | (49 | ) | $ | 11,929 | ||||||||||||||||||
(a) Balances for the quarter ended September 30, 2005 | ||||||||||||||||||||||||||||||||||||||||||||||
(b) Eliminate intercompany lease income and commission income | ||||||||||||||||||||||||||||||||||||||||||||||
(c ) Eliminate intercompany premiums | ||||||||||||||||||||||||||||||||||||||||||||||
(d) Eliminate intercompany interest on debt | ||||||||||||||||||||||||||||||||||||||||||||||
(e) Eliminate gain on sale of surplus property from U-Haul to SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(f) Eliminate equity in earnings of subsidiaries and equity in earnings of SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(g) Eliminate management fees charged to SAC Holding II and other intercompany operating expenses | ||||||||||||||||||||||||||||||||||||||||||||||
26
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating statements of operations by industry for the quarter ended December 31, 2004 are as follows:
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Eliminations | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Eliminations | AMERCO Consolidated | SAC Holding II | Eliminations | Total Consolidated | |||||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||
Self-moving equipment rentals | $ | - | $ | 328,550 | $ | (79 | ) | $ | - | $ | 328,471 | $ | - | $ | - | $ | - | $ | 328,471 | $ | 2,043 | $ | (2,043 | ) | (b | ) | $ | 328,471 | ||||||||||||||||||
Self-storage revenues | - | 24,097 | 211 | - | 24,308 | - | - | - | 24,308 | 4,538 | - | 28,846 | ||||||||||||||||||||||||||||||||||
Self-moving & self-storage products & service sales | - | 39,478 | (15 | ) | - | 39,463 | - | - | - | 39,463 | 3,231 | - | 42,694 | |||||||||||||||||||||||||||||||||
Property management fees | - | 3,486 | - | - | 3,486 | - | - | - | 3,486 | - | (606 | ) | (g | ) | 2,880 | |||||||||||||||||||||||||||||||
Life insurance premiums | - | - | - | - | - | - | 31,603 | (362 | ) | (c | ) | 31,241 | - | - | 31,241 | |||||||||||||||||||||||||||||||
Property and casualty insurance premiums | - | - | - | - | - | 3,975 | - | - | 3,975 | - | - | 3,975 | ||||||||||||||||||||||||||||||||||
Net investment and interest income | 1,872 | 5,270 | 22 | - | 7,164 | 6,827 | 6,299 | (1,036 | ) | (d | ) | 19,254 | - | (2,145 | ) | (d | ) | 17,109 | ||||||||||||||||||||||||||||
Other revenue | (3 | ) | 6,279 | 14,004 | (15,481 | ) | (b | ) | 4,799 | - | 1,540 | (175 | ) | (b | ) | 6,164 | 294 | (177 | ) | (b | ) | 6,281 | ||||||||||||||||||||||||
Total revenues | 1,869 | 407,160 | 14,143 | (15,481 | ) | 407,691 | 10,802 | 39,442 | (1,573 | ) | 456,362 | 10,106 | (4,971 | ) | 461,497 | |||||||||||||||||||||||||||||||
Costs and expenses: | ||||||||||||||||||||||||||||||||||||||||||||||
Operating expenses | 5,126 | 276,504 | 1,657 | (15,481 | ) | (b | ) | 267,806 | 3,824 | 14,196 | (3,928 | ) | (b,c | ) | 281,898 | 5,226 | (606 | ) | (g | ) | 286,518 | |||||||||||||||||||||||||
Commission expenses | - | 41,345 | - | - | 41,345 | - | - | - | 41,345 | - | (2,043 | ) | (b | ) | 39,302 | |||||||||||||||||||||||||||||||
Cost of sales | - | 19,254 | (8 | ) | - | 19,246 | - | - | - | 19,246 | 2,115 | - | 21,361 | |||||||||||||||||||||||||||||||||
Benefits and losses | - | - | - | - | - | 15,920 | 22,683 | 2,355 | (c | ) | 40,958 | - | - | 40,958 | ||||||||||||||||||||||||||||||||
Amortization of deferred policy acquisition costs | - | - | - | - | - | 276 | 6,003 | - | 6,279 | - | - | 6,279 | ||||||||||||||||||||||||||||||||||
Lease expense | 23 | 38,656 | 4 | - | 38,683 | - | - | - | 38,683 | - | (177 | ) | (b | ) | 38,506 | |||||||||||||||||||||||||||||||
Depreciation, net of (gains) losses on disposals | 7 | 27,725 | 63 | - | 27,795 | - | - | - | 27,795 | 627 | (140 | ) | (e | ) | 28,282 | |||||||||||||||||||||||||||||||
Total costs and expenses | 5,156 | 403,484 | 1,716 | (15,481 | ) | 394,875 | 20,020 | 42,882 | (1,573 | ) | 456,204 | 7,968 | (2,966 | ) | 461,206 | |||||||||||||||||||||||||||||||
Equity in earnings of subsidiaries | 3,161 | - | - | (11,481 | ) | (f | ) | (8,320 | ) | - | - | 8,320 | (f | ) | - | - | - | - | ||||||||||||||||||||||||||||
Equity in earnings of SAC Holding II | (905 | ) | - | - | - | (905 | ) | - | - | - | (905 | ) | - | 905 | (f | ) | - | |||||||||||||||||||||||||||||
Total - equity in earnings of subsidiaries and SAC Holding II | 2,256 | - | - | (11,481 | ) | (9,225 | ) | - | - | 8,320 | (905 | ) | - | 905 | - | |||||||||||||||||||||||||||||||
Earnings (loss) from operations | (1,031 | ) | 3,676 | 12,427 | (11,481 | ) | 3,591 | (9,218 | ) | (3,440 | ) | 8,320 | (747 | ) | 2,138 | (1,100 | ) | 291 | ||||||||||||||||||||||||||||
Interest expense (income) | 17,707 | (6,354 | ) | 4,013 | - | 15,366 | - | - | - | 15,366 | 3,710 | (2,145 | ) | (d | ) | 16,931 | ||||||||||||||||||||||||||||||
Litigation settlement | 51,341 | - | - | - | 51,341 | - | - | - | 51,341 | - | - | 51,341 | ||||||||||||||||||||||||||||||||||
Pretax earnings (loss) | 32,603 | 10,030 | 8,414 | (11,481 | ) | 39,566 | (9,218 | ) | (3,440 | ) | 8,320 | 35,228 | (1,572 | ) | 1,045 | 34,701 | ||||||||||||||||||||||||||||||
Income tax benefit (expense) | (11,144 | ) | (3,665 | ) | (3,298 | ) | - | (18,107 | ) | 3,219 | 1,119 | - | (13,769 | ) | 667 | (53 | ) | (e | ) | (13,155 | ) | |||||||||||||||||||||||||
Net earnings (loss) | 21,459 | 6,365 | 5,116 | (11,481 | ) | 21,459 | (5,999 | ) | (2,321 | ) | 8,320 | 21,459 | (905 | ) | 992 | 21,546 | ||||||||||||||||||||||||||||||
Less: Preferred stock dividends | (3,241 | ) | - | - | - | (3,241 | ) | - | - | - | (3,241 | ) | - | - | (3,241 | ) | ||||||||||||||||||||||||||||||
Earnings (loss) available to common shareholders | $ | 18,218 | $ | 6,365 | $ | 5,116 | $ | (11,481 | ) | $ | 18,218 | $ | (5,999 | ) | $ | (2,321 | ) | $ | 8,320 | $ | 18,218 | $ | (905 | ) | $ | 992 | $ | 18,305 | ||||||||||||||||||
(a) Balances for the quarter ended September 30, 2004 | ||||||||||||||||||||||||||||||||||||||||||||||
(b) Eliminate intercompany lease income and commission income | ||||||||||||||||||||||||||||||||||||||||||||||
(c ) Eliminate intercompany premiums | ||||||||||||||||||||||||||||||||||||||||||||||
(d) Eliminate intercompany interest on debt | ||||||||||||||||||||||||||||||||||||||||||||||
(e) Eliminate gain on sale of surplus property from U-Haul to SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(f) Eliminate equity in earnings of subsidiaries and equity in earnings of SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(g) Eliminate management fees charged to SAC Holding II and other intercompany operating expenses |
27
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating statements of operations by industry for the nine months ended December 31, 2005 are as follows:
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Eliminations | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Eliminations | AMERCO Consolidated | SAC Holding II | Eliminations | Total Consolidated | |||||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||
Self-moving equipment rentals | $ | - | $ | 1,201,374 | $ | - | $ | - | $ | 1,201,374 | $ | - | $ | - | $ | - | $ | 1,201,374 | $ | 7,560 | $ | (7,560 | ) | (b | ) | $ | 1,201,374 | |||||||||||||||||||
Self-storage revenues | - | 76,827 | 1,296 | - | 78,123 | - | - | - | 78,123 | 14,030 | - | 92,153 | ||||||||||||||||||||||||||||||||||
Self-moving & self-storage products & service sales | - | 163,369 | - | - | 163,369 | - | - | - | 163,369 | 13,002 | - | 176,371 | ||||||||||||||||||||||||||||||||||
Property management fees | - | 14,688 | - | - | 14,688 | - | - | - | 14,688 | - | (2,130 | ) | (g | ) | 12,558 | |||||||||||||||||||||||||||||||
Life insurance premiums | - | - | - | - | - | - | 91,187 | (1,137 | ) | (c | ) | 90,050 | - | - | 90,050 | |||||||||||||||||||||||||||||||
Property and casualty insurance premiums | - | - | - | - | - | 20,172 | - | - | 20,172 | - | - | 20,172 | ||||||||||||||||||||||||||||||||||
Net investment and interest income | 3,870 | 18,254 | 19 | - | 22,143 | 9,021 | 15,712 | (3,084 | ) | (d | ) | 43,792 | - | (4,919 | ) | (d | ) | 38,873 | ||||||||||||||||||||||||||||
Other revenue | 175 | 28,770 | 44,957 | (48,928 | ) | (b | ) | 24,974 | - | 4,508 | (806 | ) | (b | ) | 28,676 | 949 | (532 | ) | (b | ) | 29,093 | |||||||||||||||||||||||||
Total revenues | 4,045 | 1,503,282 | 46,272 | (48,928 | ) | 1,504,671 | 29,193 | 111,407 | (5,027 | ) | 1,640,244 | 35,541 | (15,141 | ) | 1,660,644 | |||||||||||||||||||||||||||||||
Costs and expenses: | ||||||||||||||||||||||||||||||||||||||||||||||
Operating expenses | 9,039 | 829,566 | 5,447 | (48,928 | ) | (b | ) | 795,124 | 8,555 | 20,459 | (11,556 | ) | (b,c | ) | 812,582 | 17,409 | (2,130 | ) | (g | ) | 827,861 | |||||||||||||||||||||||||
Commission expenses | - | 151,323 | - | - | 151,323 | - | - | - | 151,323 | - | (7,560 | ) | (b | ) | 143,763 | |||||||||||||||||||||||||||||||
Cost of sales | - | 79,683 | - | - | 79,683 | - | - | - | 79,683 | 5,654 | - | 85,337 | ||||||||||||||||||||||||||||||||||
Benefits and losses | - | - | - | - | - | 17,172 | 65,524 | 6,529 | (c | ) | 89,225 | - | - | 89,225 | ||||||||||||||||||||||||||||||||
Amortization of deferred policy acquisition costs | - | - | - | - | - | 1,739 | 16,067 | - | 17,806 | - | - | 17,806 | ||||||||||||||||||||||||||||||||||
Lease expense | 64 | 107,474 | 49 | - | 107,587 | - | - | - | 107,587 | - | (532 | ) | (b | ) | 107,055 | |||||||||||||||||||||||||||||||
Depreciation, net of (gains) losses on disposals | 20 | 95,501 | 6,531 | - | 102,052 | - | - | - | 102,052 | 1,748 | (420 | ) | (e | ) | 103,380 | |||||||||||||||||||||||||||||||
Total costs and expenses | 9,123 | 1,263,547 | 12,027 | (48,928 | ) | 1,235,769 | 27,466 | 102,050 | (5,027 | ) | 1,360,258 | 24,811 | (10,642 | ) | 1,374,427 | |||||||||||||||||||||||||||||||
Equity in earnings of subsidiaries | 173,673 | - | - | (167,061 | ) | (f | ) | 6,612 | - | - | (6,612 | ) | (f | ) | - | - | - | - | ||||||||||||||||||||||||||||
Equity in earnings of SAC Holding II | 713 | - | - | - | 713 | - | - | - | 713 | - | (713 | ) | (f | ) | - | |||||||||||||||||||||||||||||||
Total - equity in earnings of subsidiaries and SAC Holding II | 174,386 | - | - | (167,061 | ) | 7,325 | - | - | (6,612 | ) | 713 | - | (713 | ) | - | |||||||||||||||||||||||||||||||
Earnings from operations | 169,308 | 239,735 | 34,245 | (167,061 | ) | 276,227 | 1,727 | 9,357 | (6,612 | ) | 280,699 | 10,730 | (5,212 | ) | 286,217 | |||||||||||||||||||||||||||||||
Interest expense (income) | 46,674 | (9,498 | ) | 10,868 | - | 48,044 | - | - | - | 48,044 | 9,547 | (4,919 | ) | (d | ) | 52,672 | ||||||||||||||||||||||||||||||
Fees on early extinguishment of debt | 35,627 | - | - | - | 35,627 | - | - | - | 35,627 | - | - | 35,627 | ||||||||||||||||||||||||||||||||||
Pretax earnings | 87,007 | 249,233 | 23,377 | (167,061 | ) | 192,556 | 1,727 | 9,357 | (6,612 | ) | 197,028 | 1,183 | (293 | ) | 197,918 | |||||||||||||||||||||||||||||||
Income tax benefit (expense) | 32,086 | (96,148 | ) | (9,401 | ) | - | (73,463 | ) | (604 | ) | (3,868 | ) | - | (77,935 | ) | (470 | ) | (159 | ) | (e | ) | (78,564 | ) | |||||||||||||||||||||||
Net earnings | 119,093 | 153,085 | 13,976 | (167,061 | ) | 119,093 | 1,123 | 5,489 | (6,612 | ) | 119,093 | 713 | (452 | ) | 119,354 | |||||||||||||||||||||||||||||||
Less: Preferred stock dividends | (9,723 | ) | - | - | - | (9,723 | ) | - | - | - | (9,723 | ) | - | - | (9,723 | ) | ||||||||||||||||||||||||||||||
Earnings available to common shareholders | $ | 109,370 | $ | 153,085 | $ | 13,976 | $ | (167,061 | ) | $ | 109,370 | $ | 1,123 | $ | 5,489 | $ | (6,612 | ) | $ | 109,370 | $ | 713 | $ | (452 | ) | $ | 109,631 | |||||||||||||||||||
(a) Balances for the nine months ended September 30, 2005 | ||||||||||||||||||||||||||||||||||||||||||||||
(b) Eliminate intercompany lease income and commission income | ||||||||||||||||||||||||||||||||||||||||||||||
(c ) Eliminate intercompany premiums | ||||||||||||||||||||||||||||||||||||||||||||||
(d) Eliminate intercompany interest on debt | ||||||||||||||||||||||||||||||||||||||||||||||
(e) Eliminate gain on sale of surplus property from U-Haul to SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(f) Eliminate equity in earnings of subsidiaries and equity in earnings of SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(g) Eliminate management fees charged to SAC Holding II and other intercompany operating expenses |
28
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating statements of operations by industry for the nine months ended December 31, 2004 are as follows:
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Eliminations | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Eliminations | AMERCO Consolidated | SAC Holding II | Eliminations | Total Consolidated | |||||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||
Self-moving equipment rentals | $ | - | $ | 1,147,369 | $ | - | $ | - | $ | 1,147,369 | $ | - | $ | - | $ | - | $ | 1,147,369 | $ | 7,170 | $ | (7,170 | ) | (b | ) | $ | 1,147,369 | |||||||||||||||||||
Self-storage revenues | - | 73,644 | 1,332 | - | 74,976 | - | - | - | 74,976 | 13,383 | - | 88,359 | ||||||||||||||||||||||||||||||||||
Self-moving & self-storage products & service sales | - | 150,128 | - | - | 150,128 | - | - | - | 150,128 | 11,839 | - | 161,967 | ||||||||||||||||||||||||||||||||||
Property management fees | - | 10,974 | - | - | 10,974 | - | - | - | 10,974 | - | (2,003 | ) | (g | ) | 8,971 | |||||||||||||||||||||||||||||||
Life insurance premiums | - | - | - | - | - | - | 97,640 | (1,105 | ) | (c | ) | 96,535 | - | - | 96,535 | |||||||||||||||||||||||||||||||
Property and casualty insurance premiums | - | - | - | - | - | 20,815 | - | - | 20,815 | - | - | 20,815 | ||||||||||||||||||||||||||||||||||
Net investment and interest income | 6,826 | 16,569 | 76 | - | 23,471 | 15,063 | 17,960 | (4,092 | ) | (d | ) | 52,402 | - | (6,242 | ) | (d | ) | 46,160 | ||||||||||||||||||||||||||||
Other revenue | - | 21,378 | 42,167 | (46,492 | ) | (b | ) | 17,053 | - | 6,894 | (565 | ) | (b | ) | 23,382 | 836 | (532 | ) | (b | ) | 23,686 | |||||||||||||||||||||||||
Total revenues | 6,826 | 1,420,062 | 43,575 | (46,492 | ) | 1,423,971 | 35,878 | 122,494 | (5,762 | ) | 1,576,581 | 33,228 | (15,947 | ) | 1,593,862 | |||||||||||||||||||||||||||||||
Costs and expenses: | ||||||||||||||||||||||||||||||||||||||||||||||
Operating expenses | 16,653 | 832,195 | 5,304 | (46,492 | ) | (b | ) | 807,660 | 5,381 | 30,801 | (12,578 | ) | (b,c | ) | 831,264 | 16,615 | (2,003 | ) | (g | ) | 845,876 | |||||||||||||||||||||||||
Commission expenses | - | 145,239 | - | - | 145,239 | - | - | - | 145,239 | - | (7,170 | ) | (b | ) | 138,069 | |||||||||||||||||||||||||||||||
Cost of sales | - | 72,489 | - | - | 72,489 | - | - | - | 72,489 | 5,128 | - | 77,617 | ||||||||||||||||||||||||||||||||||
Benefits and losses | - | - | - | - | - | 33,817 | 70,377 | 6,816 | (c | ) | 111,010 | - | - | 111,010 | ||||||||||||||||||||||||||||||||
Amortization of deferred policy acquisition costs | - | - | - | - | - | 5,429 | 18,586 | - | 24,015 | - | - | 24,015 | ||||||||||||||||||||||||||||||||||
Lease expense | 67 | 115,823 | 31 | - | 115,921 | - | - | - | 115,921 | - | (532 | ) | (b | ) | 115,389 | |||||||||||||||||||||||||||||||
Depreciation, net of (gains) losses on disposals | 24 | 81,576 | 3,147 | - | 84,747 | - | - | - | 84,747 | 1,887 | (420 | ) | (e | ) | 86,214 | |||||||||||||||||||||||||||||||
Total costs and expenses | 16,744 | 1,247,322 | 8,482 | (46,492 | ) | 1,226,056 | 44,627 | 119,764 | (5,762 | ) | 1,384,685 | 23,630 | (10,125 | ) | 1,398,190 | |||||||||||||||||||||||||||||||
Equity in earnings of subsidiaries | 126,232 | - | - | (130,222 | ) | (f | ) | (3,990 | ) | - | - | 3,990 | (f | ) | - | - | - | - | ||||||||||||||||||||||||||||
Equity in earnings of SAC Holding II | (828 | ) | - | - | - | (828 | ) | - | - | - | (828 | ) | - | 828 | (f | ) | - | |||||||||||||||||||||||||||||
Total - equity in earnings of subsidiaries and SAC Holding II | 125,404 | - | - | (130,222 | ) | (4,818 | ) | - | - | 3,990 | (828 | ) | - | 828 | - | |||||||||||||||||||||||||||||||
Earnings (loss) from operations | 115,486 | 172,740 | 35,093 | (130,222 | ) | 193,097 | (8,749 | ) | 2,730 | 3,990 | 191,068 | 9,598 | (4,994 | ) | 195,672 | |||||||||||||||||||||||||||||||
Interest expense (income) | 51,917 | (13,258 | ) | 10,637 | - | 49,296 | - | - | - | 49,296 | 10,941 | (6,242 | ) | (d | ) | 53,995 | ||||||||||||||||||||||||||||||
Litigation settlement | 51,341 | - | - | - | 51,341 | - | - | - | 51,341 | 51,341 | ||||||||||||||||||||||||||||||||||||
Pretax earnings (loss) | 114,910 | 185,998 | 24,456 | (130,222 | ) | 195,142 | (8,749 | ) | 2,730 | 3,990 | 193,113 | (1,343 | ) | 1,248 | 193,018 | |||||||||||||||||||||||||||||||
Income tax benefit (expense) | 3,853 | (70,554 | ) | (9,678 | ) | - | (76,379 | ) | 3,062 | (1,033 | ) | - | (74,350 | ) | 515 | (159 | ) | (e | ) | (73,994 | ) | |||||||||||||||||||||||||
Net earnings (loss) | 118,763 | 115,444 | 14,778 | (130,222 | ) | 118,763 | (5,687 | ) | 1,697 | 3,990 | 118,763 | (828 | ) | 1,089 | 119,024 | |||||||||||||||||||||||||||||||
Less: Preferred stock dividends | (9,723 | ) | - | - | - | (9,723 | ) | - | - | - | (9,723 | ) | - | - | (9,723 | ) | ||||||||||||||||||||||||||||||
Earnings (loss) available to common shareholders | $ | 109,040 | $ | 115,444 | $ | 14,778 | $ | (130,222 | ) | $ | 109,040 | $ | (5,687 | ) | $ | 1,697 | $ | 3,990 | $ | 109,040 | $ | (828 | ) | $ | 1,089 | $ | 109,301 | |||||||||||||||||||
(a) Balances for the nine months ended September 30, 2004 | ||||||||||||||||||||||||||||||||||||||||||||||
(b) Eliminate intercompany lease income and commission income | ||||||||||||||||||||||||||||||||||||||||||||||
(c ) Eliminate intercompany premiums | ||||||||||||||||||||||||||||||||||||||||||||||
(d) Eliminate intercompany interest on debt | ||||||||||||||||||||||||||||||||||||||||||||||
(e) Eliminate gain on sale of surplus property from U-Haul to SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(f) Eliminate equity in earnings of subsidiaries and equity in earnings of SAC Holding II | ||||||||||||||||||||||||||||||||||||||||||||||
(g) Eliminate management fees charged to SAC Holding II and other intercompany operating expenses |
29
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating cash flow statements by industry segment for the nine months ended December 31, 2005 are as follows:
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | |||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Elimination | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Elimination | AMERCO Consolidated | SAC Holding II | Elimination | Total Consolidated | ||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||||||||||||
Cash flows from operating activities: | (In thousands) | ||||||||||||||||||||||||||||||||||||
Net earnings (loss) | $ | 119,093 | $ | 153,085 | $ | 13,976 | $ | (167,061 | ) | $ | 119,093 | $ | 1,123 | $ | 5,489 | $ | (6,612 | ) | $ | 119,093 | $ | 713 | $ | (452 | ) | $ | 119,354 | ||||||||||
Earnings from consolidated entities | (174,386 | ) | - | - | 167,061 | (7,325 | ) | - | - | 6,612 | (713 | ) | - | 713 | - | ||||||||||||||||||||||
Depreciation | 20 | 87,858 | 7,013 | - | 94,891 | - | - | - | 94,891 | 1,857 | - | 96,748 | |||||||||||||||||||||||||
Amortization of deferred policy acquistion costs | - | - | - | - | - | 1,739 | 17,556 | - | 19,295 | - | - | 19,295 | |||||||||||||||||||||||||
Change in provision for losses on trade receivables | - | (24 | ) | - | - | (24 | ) | - | - | - | (24 | ) | - | - | (24 | ) | |||||||||||||||||||||
Change in provision for losses on mortgage notes | - | (1,216 | ) | - | - | (1,216 | ) | - | - | - | (1,216 | ) | - | - | (1,216 | ) | |||||||||||||||||||||
Net (gain) loss on sale of real and personal property | - | 7,643 | (482 | ) | - | 7,161 | (56 | ) | - | - | 7,105 | - | - | 7,105 | |||||||||||||||||||||||
Net (gain) loss on sale of investments | - | - | - | - | - | 1,082 | 1,959 | - | 3,041 | - | - | 3,041 | |||||||||||||||||||||||||
Write-off of unamortized debt issuance costs | 13,629 | - | - | - | 13,629 | - | - | - | 13,629 | - | - | 13,629 | |||||||||||||||||||||||||
Deferred income taxes | 53,921 | - | - | - | 53,921 | (1,919 | ) | (2,116 | ) | - | 49,886 | 458 | 212 | 50,556 | |||||||||||||||||||||||
Net change in other operating assets and liabilities: | |||||||||||||||||||||||||||||||||||||
Reinsurance recoverables and trade receivables | - | (9,326 | ) | 4 | - | (9,322 | ) | 9,928 | (2,248 | ) | - | (1,642 | ) | - | - | (1,642 | ) | ||||||||||||||||||||
Inventories | - | (7,061 | ) | - | - | (7,061 | ) | - | - | - | (7,061 | ) | (215 | ) | - | (7,276 | ) | ||||||||||||||||||||
Prepaid expenses | (1,978 | ) | (395 | ) | - | - | (2,373 | ) | - | - | - | (2,373 | ) | 85 | - | (2,288 | ) | ||||||||||||||||||||
Capitalization of deferred policy acquisition costs | - | - | - | - | - | (1,750 | ) | (7,213 | ) | - | (8,963 | ) | - | - | (8,963 | ) | |||||||||||||||||||||
Other assets | 341 | 11,581 | (12,056 | ) | - | (134 | ) | 2,395 | 458 | - | 2,719 | (504 | ) | - | 2,215 | ||||||||||||||||||||||
Related party assets | 400,318 | (9,448 | ) | (54 | ) | (380,768 | ) | 10,048 | (716 | ) | 392 | (5,943 | ) | 3,781 | (698 | ) | 2,506 | 5,589 | |||||||||||||||||||
Accounts payable and accrued expenses | (1,047 | ) | (24,521 | ) | 16,828 | - | (8,740 | ) | 2,994 | 3,356 | (5,652 | ) | (8,042 | ) | 776 | (420 | ) | (7,686 | ) | ||||||||||||||||||
Policy benefits and losses, claims and loss expenses payable | - | 37,776 | - | - | 37,776 | (34,179 | ) | (9,215 | ) | - | (5,618 | ) | - | - | (5,618 | ) | |||||||||||||||||||||
Other policyholders' funds and liabilities | - | - | - | - | - | (2,547 | ) | (12,331 | ) | - | (14,878 | ) | - | - | (14,878 | ) | |||||||||||||||||||||
Deferred income | - | (250 | ) | - | - | (250 | ) | (2,841 | ) | - | (14,599 | ) | (17,690 | ) | 205 | - | (17,485 | ) | |||||||||||||||||||
Related party liabilities | (167 | ) | (338,031 | ) | (94,914 | ) | 380,768 | (52,344 | ) | 5,425 | (94 | ) | 52,149 | 5,136 | 307 | (2,559 | ) | 2,884 | |||||||||||||||||||
Net cash provided (used) by operating activities | 409,744 | (92,329 | ) | (69,685 | ) | - | 247,730 | (19,322 | ) | (4,007 | ) | 25,955 | 250,356 | 2,984 | - | 253,340 | |||||||||||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||||||||||||||
Purchases of: | |||||||||||||||||||||||||||||||||||||
Property, plant and equipment | (1 | ) | (186,534 | ) | (64,275 | ) | - | (250,810 | ) | - | - | - | (250,810 | ) | (1,552 | ) | - | (252,362 | ) | ||||||||||||||||||
Short term investments | - | - | - | - | - | (172,117 | ) | (197,687 | ) | - | (369,804 | ) | - | - | (369,804 | ) | |||||||||||||||||||||
Fixed maturities investments | - | - | - | - | - | (42,604 | ) | (141,073 | ) | - | (183,677 | ) | - | - | (183,677 | ) | |||||||||||||||||||||
Real estate | - | - | - | - | - | - | - | (2,362 | ) | (2,362 | ) | - | - | (2,362 | ) | ||||||||||||||||||||||
Mortgage loans | - | - | - | - | - | - | (5,838 | ) | - | (5,838 | ) | - | - | (5,838 | ) | ||||||||||||||||||||||
Proceeds from sales of: | |||||||||||||||||||||||||||||||||||||
Property, plant and equipment | - | 40,395 | 6,447 | - | 46,842 | - | - | - | 46,842 | - | - | 46,842 | |||||||||||||||||||||||||
Short term investments | - | - | - | - | - | 152,237 | 274,547 | - | 426,784 | - | - | 426,784 | |||||||||||||||||||||||||
Fixed maturities investments | - | - | - | - | - | 25,786 | 94,069 | - | 119,855 | - | - | 119,855 | |||||||||||||||||||||||||
Equity securities | - | - | - | - | - | - | 10,615 | - | 10,615 | - | - | 10,615 | |||||||||||||||||||||||||
Preferred stock | - | - | - | - | - | 8,403 | - | - | 8,403 | - | - | 8,403 | |||||||||||||||||||||||||
Real estate | - | - | - | - | - | 44,911 | 514 | - | 45,425 | - | - | 45,425 | |||||||||||||||||||||||||
Mortgage loans | - | - | - | - | - | - | 10,338 | - | 10,338 | - | - | 10,338 | |||||||||||||||||||||||||
Payments from notes and mortgage receivables | - | 804 | 539 | - | 1,343 | - | - | - | 1,343 | - | - | 1,343 | |||||||||||||||||||||||||
Net cash provided (used) by investing activities | (1 | ) | (145,335 | ) | (57,289 | ) | - | (202,625 | ) | 16,616 | 45,485 | (2,362 | ) | (142,886 | ) | (1,552 | ) | - | (144,438 | ) | |||||||||||||||||
(page 1 of 2) | |||||||||||||||||||||||||||||||||||||
(a) Balance for the nine months ended September 30, 2005 |
30
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | |||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Elimination | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Elimination | AMERCO Consolidated | SAC Holding II | Elimination | Total Consolidated | ||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||||||||||||
Cash flows from financing activities: | (In thousands) | ||||||||||||||||||||||||||||||||||||
Borrowings from credit facilities | $ | 80,266 | $ | 215,950 | $ | 952,334 | $ | - | $ | 1,248,550 | $ | - | $ | - | $ | - | $ | 1,248,550 | $ | - | $ | - | $ | 1,248,550 | |||||||||||||
Principal repayments on credit facilities | (860,274 | ) | (10,383 | ) | (216,157 | ) | - | (1,086,814 | ) | - | - | - | (1,086,814 | ) | (902 | ) | - | (1,087,716 | ) | ||||||||||||||||||
Debt issuance costs | - | (5,152 | ) | (24,445 | ) | - | (29,597 | ) | - | - | - | (29,597 | ) | - | - | (29,597 | ) | ||||||||||||||||||||
Leveraged Employee Stock Ownership Plan - repayments from loan | - | 1,251 | - | - | 1,251 | - | - | - | 1,251 | - | - | 1,251 | |||||||||||||||||||||||||
Proceeds from (repayment of) intercompany loans | 379,984 | 208,996 | (588,980 | ) | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Preferred stock dividends paid | (9,723 | ) | - | - | - | (9,723 | ) | - | - | - | (9,723 | ) | - | - | (9,723 | ) | |||||||||||||||||||||
Investment contract deposits | - | - | - | - | - | - | 15,471 | - | 15,471 | - | - | 15,471 | |||||||||||||||||||||||||
Investment contract withdrawals | - | - | - | - | - | - | (55,943 | ) | - | (55,943 | ) | - | - | (55,943 | ) | ||||||||||||||||||||||
Net cash provided by financing activities | (409,747 | ) | 410,662 | 122,752 | - | 123,667 | - | (40,472 | ) | - | 83,195 | (902 | ) | - | 82,293 | ||||||||||||||||||||||
Increase (decrease) in cash and cash equivalents | (4 | ) | 172,998 | (4,222 | ) | - | 168,772 | (2,706 | ) | 1,006 | 23,593 | 190,665 | 530 | - | 191,195 | ||||||||||||||||||||||
Cash and cash equivalents at beginning of period | 14 | 37,626 | 4,327 | - | 41,967 | 10,638 | 2,992 | - | 55,597 | 358 | - | 55,955 | |||||||||||||||||||||||||
Cash and cash equivalents at end of period | $ | 10 | $ | 210,624 | $ | 105 | $ | - | $ | 210,739 | $ | 7,932 | $ | 3,998 | $ | 23,593 | $ | 246,262 | $ | 888 | $ | - | $ | 247,150 | |||||||||||||
(page 2 of 2) | |||||||||||||||||||||||||||||||||||||
(a) Balance for the nine months ended September 30, 2005 |
31
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Consolidating cash flow statements by industry segment for the nine months ended December 31, 2004 are as follows:
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | |||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Elimination | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Elimination | AMERCO Consolidated | SAC Holding II | Elimination | Total Consolidated | ||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||||||||||||
Cash flows from operating activities: | (In thousands) | ||||||||||||||||||||||||||||||||||||
Net earnings (loss) | $ | 118,763 | $ | 115,444 | $ | 14,778 | $ | (130,222 | ) | $ | 118,763 | $ | (5,687 | ) | $ | 1,697 | $ | 3,990 | $ | 118,763 | $ | (828 | ) | $ | 1,089 | $ | 119,024 | ||||||||||
Earnings from consolidated entities | (122,456 | ) | - | - | 132,279 | 9,823 | - | - | (8,995 | ) | 828 | - | (828 | ) | - | ||||||||||||||||||||||
Depreciation | 24 | 77,086 | 6,453 | - | 83,563 | - | - | - | 83,563 | 1,887 | (420 | ) | 85,030 | ||||||||||||||||||||||||
Amortization of deferred policy acquisition costs | - | - | - | - | - | 1,092 | 19,946 | - | 21,038 | - | - | 21,038 | |||||||||||||||||||||||||
Change in provision for losses on trade receivables | - | (360 | ) | - | - | (360 | ) | - | - | - | (360 | ) | - | - | (360 | ) | |||||||||||||||||||||
Net (gain) loss on sale of real and personal property | - | 4,490 | (3,306 | ) | - | 1,184 | (186 | ) | - | - | 998 | - | - | 998 | |||||||||||||||||||||||
Net (gain) loss on sale of investments | - | - | - | - | - | (56 | ) | (492 | ) | - | (548 | ) | - | - | (548 | ) | |||||||||||||||||||||
Deferred income taxes | 57,735 | - | - | - | 57,735 | (4,414 | ) | (6,035 | ) | - | 47,286 | (526 | ) | 159 | 46,919 | ||||||||||||||||||||||
Net change in other operating assets and liabilities: | |||||||||||||||||||||||||||||||||||||
Reinsurance recoverables and trade receivables | - | (2,686 | ) | 14,829 | - | 12,143 | 13,685 | - | - | 25,828 | - | - | 25,828 | ||||||||||||||||||||||||
Inventories | - | (776 | ) | - | - | (776 | ) | - | - | - | (776 | ) | (253 | ) | - | (1,029 | ) | ||||||||||||||||||||
Prepaid expenses | (3,313 | ) | (6,795 | ) | 2 | - | (10,106 | ) | - | - | - | (10,106 | ) | (72 | ) | - | (10,178 | ) | |||||||||||||||||||
Capitalization of deferred policy acquisition costs | - | - | - | - | - | 469 | (5,013 | ) | - | (4,544 | ) | - | - | (4,544 | ) | ||||||||||||||||||||||
Other assets | 4,950 | (26,642 | ) | (1,889 | ) | - | (23,581 | ) | 1,592 | 400 | - | (21,589 | ) | 256 | - | (21,333 | ) | ||||||||||||||||||||
Related party assets | (56,217 | ) | (18,123 | ) | 676 | 54,946 | (18,718 | ) | 6,749 | - | (13,115 | ) | (25,084 | ) | (1,600 | ) | 3,101 | (23,583 | ) | ||||||||||||||||||
Accounts payable and accrued expenses | (1,241 | ) | (15,137 | ) | 8,150 | (2,057 | ) | (10,285 | ) | (835 | ) | - | 5,005 | (6,115 | ) | (145 | ) | - | (6,260 | ) | |||||||||||||||||
Policy benefits and losses, claims and loss expenses payable | - | 33,698 | - | - | 33,698 | (27,563 | ) | (9,369 | ) | - | (3,234 | ) | - | - | (3,234 | ) | |||||||||||||||||||||
Other policyholders' funds and liabilities | - | - | - | - | - | (2,795 | ) | 4,232 | - | 1,437 | - | - | 1,437 | ||||||||||||||||||||||||
Deferred income | - | (3,606 | ) | (34 | ) | - | (3,640 | ) | (3,086 | ) | - | - | (6,726 | ) | 9 | - | (6,717 | ) | |||||||||||||||||||
Related party liabilities | (20,597 | ) | 61,721 | - | (54,946 | ) | (13,822 | ) | 944 | 2,467 | 12,981 | 2,570 | 1,845 | (3,101 | ) | 1,314 | |||||||||||||||||||||
Net cash provided (used) by operating activities | (22,352 | ) | 218,314 | 39,659 | - | 235,621 | (20,091 | ) | 7,833 | (134 | ) | 223,229 | 573 | - | 223,802 | ||||||||||||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||||||||||||||
Purchases of: | |||||||||||||||||||||||||||||||||||||
Property, plant and equipment | (6 | ) | (169,980 | ) | (2,090 | ) | - | (172,076 | ) | - | - | - | (172,076 | ) | (420 | ) | - | (172,496 | ) | ||||||||||||||||||
Short term investments | - | - | - | - | - | (137,727 | ) | - | - | (137,727 | ) | - | - | (137,727 | ) | ||||||||||||||||||||||
Fixed maturities investments | - | - | - | - | - | (1,438 | ) | (82,227 | ) | - | (83,665 | ) | - | - | (83,665 | ) | |||||||||||||||||||||
Equity securities | - | - | - | - | - | - | (6,765 | ) | - | (6,765 | ) | - | - | (6,765 | ) | ||||||||||||||||||||||
Other asset investments, net | - | (936 | ) | - | - | (936 | ) | - | - | - | (936 | ) | - | - | (936 | ) | |||||||||||||||||||||
Mortgage loans | - | - | - | - | - | - | (750 | ) | - | (750 | ) | - | - | (750 | ) | ||||||||||||||||||||||
Notes and mortgage receivables | - | (2,192 | ) | - | - | (2,192 | ) | - | - | - | (2,192 | ) | - | - | (2,192 | ) | |||||||||||||||||||||
Proceeds from sales of: | |||||||||||||||||||||||||||||||||||||
Property, plant and equipment | - | 225,305 | 3,928 | - | 229,233 | - | - | - | 229,233 | - | - | 229,233 | |||||||||||||||||||||||||
Short term investments | - | - | - | - | - | 129,470 | - | - | 129,470 | - | - | 129,470 | |||||||||||||||||||||||||
Fixed maturities investments | - | - | - | - | - | 21,117 | 82,085 | - | 103,202 | - | - | 103,202 | |||||||||||||||||||||||||
Preferred stock | - | - | - | - | - | 11,182 | 3,811 | - | 14,993 | - | - | 14,993 | |||||||||||||||||||||||||
Other asset investments, net | - | - | 1,949 | - | 1,949 | - | 42,144 | - | 44,093 | - | - | 44,093 | |||||||||||||||||||||||||
Real estate | - | - | - | - | - | 5,455 | - | - | 5,455 | - | - | 5,455 | |||||||||||||||||||||||||
Mortgage loans | - | - | - | - | - | - | 2,819 | - | 2,819 | - | - | 2,819 | |||||||||||||||||||||||||
Payments from notes and mortgage receivables | - | - | 205 | - | 205 | - | - | - | 205 | - | - | 205 | |||||||||||||||||||||||||
Net cash provided (used) by investing activities | (6 | ) | 52,197 | 3,992 | - | 56,183 | 28,059 | 41,117 | - | 125,359 | (420 | ) | - | 124,939 | |||||||||||||||||||||||
(page 1 of 2) | |||||||||||||||||||||||||||||||||||||
(a) Balance for the nine months ended September 30, 2004 |
32
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Moving & Storage | AMERCO Legal Group | AMERCO as Consolidated | |||||||||||||||||||||||||||||||||||
AMERCO | U-Haul | Real Estate | Elimination | Moving & Storage Consolidated | Property & Casualty Insurance (a) | Life Insurance (a) | Elimination | AMERCO Consolidated | SAC Holding II | Elimination | Total Consolidated | ||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||||||||||||
Cash flows from financing activities: | (In thousands) | ||||||||||||||||||||||||||||||||||||
Borrowings from credit facilities | $ | 35,032 | $ | - | $ | - | $ | - | $ | 35,032 | $ | - | $ | - | $ | - | $ | 35,032 | $ | - | $ | - | $ | 35,032 | |||||||||||||
Principal repayments on credit facilities | (201,549 | ) | - | - | - | (201,549 | ) | - | - | - | (201,549 | ) | (847 | ) | - | (202,396 | ) | ||||||||||||||||||||
Leveraged Employee Stock Ownership Plan - repayments from loan | 612 | 1,140 | - | - | 1,752 | - | - | - | 1,752 | - | - | 1,752 | |||||||||||||||||||||||||
Payoff of capital leases | - | (99,607 | ) | - | - | (99,607 | ) | - | - | - | (99,607 | ) | - | - | (99,607 | ) | |||||||||||||||||||||
Proceeds from (repayment of) intercompany notes payable | (134 | ) | - | - | - | (134 | ) | - | - | 134 | - | - | - | - | |||||||||||||||||||||||
Proceeds from (repayment of) intercompany loans | 223,117 | (183,136 | ) | (39,981 | ) | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||
Preferred stock dividends paid | (25,297 | ) | - | - | - | (25,297 | ) | - | - | - | (25,297 | ) | - | - | (25,297 | ) | |||||||||||||||||||||
Investment contract deposits | - | - | - | - | - | - | 19,587 | - | 19,587 | - | - | 19,587 | |||||||||||||||||||||||||
Investment contract withdrawals | - | - | - | - | - | - | (79,143 | ) | - | (79,143 | ) | - | - | (79,143 | ) | ||||||||||||||||||||||
Net cash provided by financing activities | 31,781 | (281,603 | ) | (39,981 | ) | - | (289,803 | ) | - | (59,556 | ) | 134 | (349,225 | ) | (847 | ) | - | (350,072 | ) | ||||||||||||||||||
Increase (decrease) in cash and cash equivalents | 9,423 | (11,092 | ) | 3,670 | - | 2,001 | 7,968 | (10,606 | ) | - | (637 | ) | (694 | ) | - | (1,331 | ) | ||||||||||||||||||||
Cash and cash equivalents at beginning of period | - | 64,717 | 661 | - | 65,378 | - | 15,168 | - | 80,546 | 1,011 | - | 81,557 | |||||||||||||||||||||||||
Cash and cash equivalents at end of period | $ | 9,423 | $ | 53,625 | $ | 4,331 | $ | - | $ | 67,379 | $ | 7,968 | $ | 4,562 | $ | - | $ | 79,909 | $ | 317 | $ | - | $ | 80,226 | |||||||||||||
(page 2 of 2) | |||||||||||||||||||||||||||||||||||||
(a) Balance for the nine months ended September 30, 2004 |
33
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
10. Industry Segment and Geographic Area Data
United States | Canada | Consolidated | ||||||||
(Unaudited) | ||||||||||
(All amounts are in thousands of U.S. $'s) | ||||||||||
Quarter Ended December 31, 2005 | ||||||||||
Total revenues | $ | 484,908 | $ | 10,762 | $ | 495,670 | ||||
Depreciation and amortization, net | 39,285 | 1,290 | 40,575 | |||||||
Interest expense | 15,354 | 2,437 | 17,791 | |||||||
Pretax earnings (loss) | 28,755 | (1,127 | ) | 27,628 | ||||||
Income tax expense (income) | 12,506 | (48 | ) | 12,458 | ||||||
Identifiable assets | 3,295,119 | 71,088 | 3,366,207 | |||||||
Quarter Ended December 31, 2004 | ||||||||||
Total revenues | $ | 449,761 | $ | 11,736 | $ | 461,497 | ||||
Depreciation and amortization, net | 33,319 | 1,242 | 34,561 | |||||||
Interest expense (income) | 16,961 | (30 | ) | 16,931 | ||||||
Pretax earnings (loss) | 35,155 | (454 | ) | 34,701 | ||||||
Income tax expense | 13,155 | - | 13,155 | |||||||
Identifiable assets | 3,109,869 | 72,916 | 3,182,785 | |||||||
United States | Canada | Consolidated | ||||||||
(Unaudited) | ||||||||||
(All amounts are in thousands of U.S. $'s) | ||||||||||
Nine Months Ended December 31, 2005 | ||||||||||
Total revenues | $ | 1,617,093 | $ | 43,551 | $ | 1,660,644 | ||||
Depreciation and amortization, net | 117,415 | 3,771 | 121,186 | |||||||
Interest expense (income) | 53,157 | (485 | ) | 52,672 | ||||||
Pretax earnings | 192,443 | 5,475 | 197,918 | |||||||
Income tax expense (income) | 78,588 | (24 | ) | 78,564 | ||||||
Identifiable assets | 3,295,119 | 71,088 | 3,366,207 | |||||||
Nine Months Ended December 31, 2004 | ||||||||||
Total revenues | $ | 1,551,644 | $ | 42,218 | $ | 1,593,862 | ||||
Depreciation and amortization, net | 106,594 | 3,635 | 110,229 | |||||||
Interest expense (income) | 54,037 | (42 | ) | 53,995 | ||||||
Pretax earnings | 187,648 | 5,370 | 193,018 | |||||||
Income tax expense | 73,994 | - | 73,994 | |||||||
Identifiable assets | 3,109,869 | 72,916 | 3,182,785 | |||||||
34
General
We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) with the overall strategy of AMERCO, followed by a description of our business segments and the strategy of our business segments to give the reader an overview of the goals of our business and the direction in which our businesses and products are moving. This is followed by a discussion of the Critical Accounting Estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. In the next section, we discuss our Results of Operations for the third quarter and nine months ending December 31, 2005 compared with the same periods last year beginning with an overview. We then provide an analysis of changes in our balance sheet and cash flows, and discuss our financial commitments in the sections entitled “Liquidity and Capital Resources”. We conclude this MD&A by discussing our outlook for the remainder of fiscal 2006 and into fiscal 2007.
This MD&A should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q. The various sections of this MD&A contain a number of forward looking statements, as discussed under the caption “Cautionary Statements Regarding Forward Looking Statements”, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing and particularly under the caption “Risk Factors” in this section. Our actual results may differ materially from these forward looking statements.
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.
During 2003, RepWest decided to focus its activities on providing and administering property and casualty insurance to U-Haul, its customers, its independent dealers and affiliates. We believe this will enable RepWest to focus its core competencies and financial resources to better support our overall strategy by exiting its non U-Haul lines of business.
Oxford’s business strategy is long-term capital growth through direct writing and reinsuring of annuity, life and Medicare supplement products. Oxford is pursuing this growth strategy of increased direct writing via acquisitions of insurance companies, expanded distribution channels and product development. In 2005, Oxford determined that it would no longer pursue growth in the credit life and disability market and is exploring options to divest its current business through reinsurance.
Description of Operating Segments
AMERCO has four reportable segments. They are Moving and Storage Operations (AMERCO, U-Haul and Real Estate), Property and Casualty Insurance, Life Insurance and SAC Holding II.
Moving and Storage Operating Segment
Our Moving and Storage Operating Segment consists of the rental of trucks, trailers and self-storage spaces primarily to the household mover as well as sales of moving supplies, trailer hitches and propane. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
With respect to our truck, trailer 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.
35
With respect to our retail sales of product, U-Haul continues in its role as America’s leading hitch installer. Each year, more than one million customers visit our locations for expertise on complete towing systems, trailer rentals and the latest in towing accessories. In addition, U-Haul has developed specialty boxes to protect customers’ personal possessions including antiques, fine china, wine bottles, electronics, pictures and similarly fragile possessions.
eMove is an online marketplace that connects consumers to a network of over 6,000 independent sellers of Moving Help® and Self-Storage services. Our network of customer-rated Affiliates provides pack and load help, cleaning help, self-storage and similar services, all over North America.
An individual or a company can connect to the eMove network by becoming an eMove Moving Help® Affiliate or an eMove Storage Affiliate™. Moving Helpers assist customers with packing, loading, cleaning and unloading their truck or storage unit. The Storage Affiliate program enables independent self-storage facilities to expand their reach by connecting into a centralized 1-800 and internet reservation system and for a fee, receive an array of services including web-based management software, S.O.A.R® rentals, co-branded rental trucks, savings on insurance, credit card processing and more. Over 3,000 facilities are now registered on the eMove network.
With over 50,000 unedited customer reviews of independent vendors, the marketplace has facilitated Moving Help® and Self-Storage transactions all over North America. We believe that acting as an intermediary, with little added investment, serves the customer in a cost effective manner. Our goal is to further utilize our web-based technology platform to increase service to consumers and businesses in the moving and storage market.
Property and Casualty Insurance Operating Segment
RepWest provides loss adjusting and claims handling for U-Haul through regional offices across North America. RepWest also provides components of the Safemove, Safetow and Safestor protection packages to U-Haul customers. We continue to focus on increasing the penetration of these products. The business plan for RepWest includes offering property and casualty products in other U-Haul related programs.
Life Insurance Operating Segment
Oxford originates and reinsures annuities, ordinary life, group life and disability coverage, and Medicare supplement insurance. Oxford also administers the self-insured employee health and dental plans for Arizona employees of the Company.
SAC Holdings Operating Segment
SAC Holding Corporation and its subsidiaries, and SAC Holding II Corporation and its subsidiaries, collectively referred to as “SAC Holdings”, own self-storage properties that are managed by U-Haul under property management agreements and act as independent U-Haul rental equipment dealers. AMERCO, through its subsidiaries, has contractual interests in certain of SAC Holdings’ properties entitling AMERCO to potential future income based on the financial performance of these properties. With respect to SAC Holding II Corporation, AMERCO is considered the primary beneficiary of these contractual interests. Consequently, we include the results of SAC Holding II Corporation in the consolidated financial statements of AMERCO, as required by FIN 46(R).
Critical Accounting Policies and Estimates
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. Accounting policies are considered critical when they are significant and involve difficult, subjective or complex judgments or estimates. Certain accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The accounting policies that we deem most critical to us and that require management’s most difficult and subjective judgments include our principles of consolidation, the recoverability of property, plant and equipment, the adequacy of insurance reserves, the recognition and measurement of impairments for investments, and the recognition and measurement of income tax assets and liabilities.
36
We discuss these policies further in the following sections, as well as the estimates and judgments that are involved. The 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.
Principles of Consolidation
The condensed consolidated financial statements for the third quarter and nine months of fiscal 2006 and fiscal 2005 and the balance sheet as of March 31, 2005, include the accounts of AMERCO, its wholly-owned subsidiaries and SAC Holding II Corporation and its subsidiaries.
In fiscal 2003 and fiscal 2002, SAC Holding Corporation and SAC Holding II Corporation (together, “SAC Holdings”) were considered special purpose entities and were consolidated based on the provisions of Emerging Issues Task Force (EITF) Issue No. 90-15.
In fiscal 2004, the Company applied FIN 46(R) to its interests in SAC Holdings. Initially, the Company concluded that SAC Holdings were variable interest entities (VIE’s) and that the Company was the primary beneficiary. Accordingly, the Company continued to include SAC Holdings in its consolidated financial statements.
Under the provisions of FIN 46(R), certain changes in the operations of a variable interest entity or its relationship with the primary beneficiary constitute re-determination events and require a reassessment of the variable interest on the basis of the most current facts and circumstances to determine whether or not a company is a variable interest entity, which other company(s) have a variable interest in the variable interest entity and whether or not the reporting company’s variable interest in such variable interest entity make it the primary beneficiary. These determinations and re-determinations require that assumptions be made to estimate the value of the entity and a judgment be made as to whether or not the entity has the financial strength to fund its own operations and execute its business plan without the subordinated financial support of another company.
In February, 2004, SAC Holding Corporation restructured the indebtedness of three subsidiaries and then distributed its interest in those subsidiaries to its sole shareholder. This triggered a requirement to reassess AMERCO’s involvement with those subsidiaries, which led to the conclusion that based on the current contractual and ownership interests between AMERCO and this entity, AMERCO ceased to have a variable interest in those three subsidiaries at that date.
Separately, in March 2004, SAC Holding Corporation restructured its indebtedness, triggering a similar reassessment of SAC Holding Corporation that led to the conclusion that SAC Holding Corporation was not a VIE and that AMERCO ceased to be the primary beneficiary of SAC Holding Corporation and its remaining subsidiaries. This conclusion was based on SAC Holding Corporation’s ability to fund its own operations and execute its business plan without any future subordinated financial support.
Accordingly, at the dates AMERCO ceased to have a variable interest in or ceased to be the primary beneficiary of SAC Holding Corporation and its current or former subsidiaries, it deconsolidated those entities. The deconsolidation was accounted for as a distribution of AMERCO’s interests to the sole shareholder of the SAC entities. Because of AMERCO’s continuing involvement with SAC Holding Corporation and its current and former subsidiaries, the distributions do not qualify as discontinued operations as defined by SFAS No. 144.
It is possible that SAC Holding Corporation could take actions that would require us to re-determine whether SAC Holding Corporation has become a VIE or whether we have become the primary beneficiary of SAC Holding Corporation. Should this occur, we could be required to consolidate some or all of SAC Holding Corporation with our financial statements.
Similarly, SAC Holding II Corporation could take actions that would require us to re-determine whether it is a VIE or whether we continue to be the primary beneficiary of our variable interest in SAC Holding II Corporation. Should we cease to be the primary beneficiary, we would be required to deconsolidate some or all of our variable interest in SAC Holding II Corporation from our financial statements.
37
Recoverability of Property, Plant and Equipment
Property, plant and equipment are stated at cost. Interest cost incurred during the initial construction of buildings or rental equipment is considered part of cost. Depreciation is computed for financial reporting purposes principally using the straight-line method over the following estimated useful lives: rental equipment 2-20 years and buildings and non-rental equipment 3-55 years. Major overhauls to rental equipment are capitalized and are amortized over the estimated period benefited. 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. Depreciation is recognized in amounts expected to result in the recovery of estimated residual values upon disposal, i.e., no gains or losses.
We regularly perform reviews to determine whether facts and circumstances exist which indicate that the carrying amount of assets, including estimates of residual value, may not be recoverable or that the useful life of assets is shorter or longer than originally estimated. 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. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. If assets are determined to be recoverable, but the useful lives are shorter or longer than originally estimated, the net book value of these assets are depreciated over the newly determined remaining useful lives.
Insurance Reserves
Liabilities for life insurance and certain annuity policies are established to meet the estimated future obligations of policies in force, and are based on mortality and withdrawal assumptions from recognized actuarial tables which contain margins for adverse deviation. Liabilities for annuity contracts consist of contract account balances that accrue to the benefit of the policyholders, excluding surrender charges. Liabilities for health, disability and other policies represents estimates of payments to be made on insurance claims for reported losses and estimates of losses incurred, but not yet reported.
Insurance reserves for RepWest and U-Haul take into account losses incurred based upon actuarial estimates. These estimates are based on past claims experience and current claim trends as well as social and economic conditions such as changes in legal theories and inflation. Due to the nature of underlying risks and the high degree of uncertainty associated with the determination of the liability for future policy benefits and claims, the amounts to be ultimately paid to settle liabilities cannot be precisely determined and may vary significantly from the estimated liability.
A consequence of the long tail nature of the assumed reinsurance and the excess workers compensation lines of insurance that were written by RepWest is that it takes a number of years for claims to be fully reported and finally settled. Also, the severity of the commercial transportation and the commercial multiple peril programs can fluctuate unexpectedly. During 2004 and 2003 these lines experienced an increase in claim severity that was materially different than the previous year’s actuarial estimations.
Investments
For investments accounted for under SFAS No. 115, in determining if and when a decline in market value below amortized cost is other than temporary, quoted market prices, dealer quotes or discounted cash flows are reviewed. Other-than-temporary declines in value are recognized in the current period operating results to the extent of the decline.
Key Accounting Policies
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.
38
Results of Operations
AMERCO and Consolidated Entities
Quarter Ended December 31, 2005 compared with the Quarter Ended December 31, 2004
Listed below on a consolidated basis are revenues for our major product lines for the third quarter of fiscal 2006 and the third quarter of fiscal 2005:
Quarter Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Self-moving equipment rentals | $ | 353,409 | $ | 328,471 | |||
Self-storage revenues | 29,784 | 28,846 | |||||
Self-moving and self-storage products and service sales | 47,316 | 42,694 | |||||
Property management fees | 4,289 | 2,880 | |||||
Life insurance premiums | 30,743 | 31,241 | |||||
Property and casualty insurance premiums | 9,949 | 3,975 | |||||
Net investment and interest income | 12,807 | 17,109 | |||||
Other revenue | 7,373 | 6,281 | |||||
Consolidated revenue | $ | 495,670 | $ | 461,497 | |||
During the third quarter of fiscal 2006, self-moving equipment rentals increased $24.9 million with increases in truck, trailer, and support rental items. The increases are due to improved equipment utilization, pricing, and product mix that included the introduction of approximately 12,000 new trucks in the last nine months. In most cases, these trucks replaced older trucks removed from the fleet.
Self-storage revenues increased $0.9 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005 as occupancy rates increased period over period.
Sales of self-moving and self-storage products and service sales increased $4.6 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005 generally following the growth in self-moving equipment rentals. Support sales items, hitches, and propane all had increases for the period.
RepWest continued to exit from non U-Haul related lines of business. However, premium revenues increased $6.0 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005 due to increases in retrospective premiums related to U-Haul business in fiscal 2006. Additionally, fiscal 2005 included the commutation of a non U-Haul related reinsurance contract reducing premium revenues for that quarter.
Oxford’s premium revenues declined $0.5 million primarily as a result of the lingering effects of its rating downgrade by A.M. Best in 2003.
Net investment and interest income decreased $4.3 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005 due primarily to declining invested asset balances at the insurance companies.
As a result of the items mentioned above, revenues for AMERCO and its consolidated entities were $495.7 million for the third quarter of fiscal 2006, compared with $461.5 million for the third quarter of fiscal 2005.
39
Listed below are revenues and earnings (loss) from operations at each of our four operating segments for the third quarter of fiscal 2006 and the third quarter of fiscal 2005; for the insurance companies the third quarter ended September 30, 2005 and 2004.
Quarter Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Moving and storage | |||||||
Revenues | $ | 441,725 | $ | 407,691 | |||
Earnings from operations | 42,689 | 3,591 | |||||
Property and casualty insurance | |||||||
Revenues | 12,827 | 10,802 | |||||
Earnings (loss) from operations | (1,597 | ) | (9,218 | ) | |||
Life insurance | |||||||
Revenues | 37,064 | 39,442 | |||||
Earnings (loss) from operations | 2,620 | (3,440 | ) | ||||
SAC Holding II | |||||||
Revenues | 10,870 | 10,106 | |||||
Earnings from operations | 3,630 | 2,138 | |||||
Eliminations | |||||||
Revenues | (6,816 | ) | (6,544 | ) | |||
Earnings from operations | (1,923 | ) | 7,220 | ||||
Consolidated results | |||||||
Revenues | 495,670 | 461,497 | |||||
Earnings from operations | 45,419 | 291 | |||||
Total costs and expenses decreased $11.0 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005. The third quarter of fiscal 2005 included a $6.4 million charge for litigation at Oxford not present in fiscal 2006. Increases in operating costs associated with the improved business volume at Moving and Storage were offset by reductions in repair and maintenance expenses related to rotating the fleet. Trucks with higher maintenance costs are being replaced by new trucks with lower initial maintenance costs.
During the third quarter of fiscal 2006, the Company received insurance proceeds of $2.5 million which was applied to the loss of trucks and trailers in the hurricanes during 2005. The book value of the trucks and trailers identified thus far as total losses approximates $1.1 million. On February 2, 2006 we received additional insurance proceeds of $2.5 million as a progress payment.
As a result of the aforementioned changes in revenues and expenses, earnings from operations improved to $45.4 million for the third quarter of fiscal 2006, compared with $0.3 million for the third quarter of fiscal 2005.
Interest expense for the third quarter of fiscal 2006 was $17.8 million, compared with $16.9 million in the third quarter of fiscal 2005, due to an increase in the average amount borrowed. The expense related to the increase in average borrowings was partially offset by a reduction in the average borrowing rate resulting from the refinancing activities in fiscal 2006.
During the third quarter of fiscal 2005, the Company settled its litigation against its former auditor and received a settlement (net of attorneys’ fees and costs) of $51.3 million before taxes. The settlement had the effect of increasing, on a non-recurring basis, earnings for the quarter ended December 31, 2004 by $2.47 per share before taxes, in which the tax effect was approximately $0.91 per share.
Income tax expense was $12.5 million in the third quarter of fiscal 2006, compared with $13.2 million in the third quarter of fiscal 2005.
Dividends accrued on our Series A preferred stock were $3.2 million in the third quarter of both fiscal 2006 and 2005.
40
As a result of the above mentioned items, net earnings available to common shareholders were $11.9 million in the third quarter of fiscal 2006, compared with $18.3 million in the third quarter of fiscal 2005.
The weighted average common shares outstanding: basic and diluted were 20,865,684 in the third quarter of fiscal 2006 and 20,813,805 in the third quarter of fiscal 2005.
Basic and diluted earnings per share in the third quarter of fiscal 2006 were $0.57, compared with $0.88 in the third quarter of fiscal 2005.
Moving and Storage
Quarter Ended December 31, 2005 compared with the Quarter Ended December 31, 2004
Listed below are revenues for the major product lines at our Moving and Storage operating segment (AMERCO, U-Haul and Real Estate) for the third quarter of fiscal 2006 and the third quarter of fiscal 2005:
Quarter Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Self-moving equipment rentals | $ | 353,409 | $ | 328,471 | |||
Self-storage revenues | 25,055 | 24,308 | |||||
Self-moving and self-storage products and service sales | 43,697 | 39,463 | |||||
Property management fees | 4,942 | 3,486 | |||||
Net investment and interest income | 8,440 | 7,164 | |||||
Other revenue | 6,182 | 4,799 | |||||
Moving and Storage revenue | $ | 441,725 | $ | 407,691 | |||
During the third quarter of fiscal 2006, self-moving equipment rentals increased $24.9 million with increases in truck, trailer, and support rental items. The increases are due to improved equipment utilization, pricing, and product mix that included the introduction of approximately 12,000 new trucks during the last nine months. In most cases, these trucks replaced older trucks removed from the fleet.
Self-storage revenues increased $0.7 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005 as occupancy rates increased period over period.
Sales of self-moving and self-storage products and service sales increased $4.2 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005 generally following the growth in self-moving equipment rentals. Support sales items, hitches, and propane all had increases for the period.
The Company owns and manages self-storage facilities. Self-storage revenues reported in the condensed consolidated financial statement for Moving and Storage represent Company-owned locations only. Self-storage data for our Company-owned storage locations is as follows:
Quarter Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands, except occupancy rate) | |||||||
Room count as of December 31 | 123 | 122 | |||||
Square footage as of December 31 | 9,515 | 9,506 | |||||
Average number of rooms occupied | 107 | 101 | |||||
Average occupancy rate based on room count | 86.9% | 82.4% | |||||
Average square footage occupied | 8,448 | 8,032 | |||||
41
Total costs and expenses increased $4.4 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005. Commissions on self-moving equipment rentals and cost of sales increased in proportion to the related revenues. Operating expenses decreased $7.3 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005. Increases in operating costs associated with the improved business volume were more than offset by reductions in repair and maintenance expenses related to rotating the fleet. Trucks with higher maintenance costs are being replaced by new trucks with lower initial maintenance costs. Overall total cost and expense increases were less than revenue increases for the quarter.
During the third quarter of fiscal 2006, the Company received insurance proceeds of $2.5 million which was applied to the loss of trucks and trailers in the hurricanes during 2005. The book value of the trucks and trailers identified thus far as total losses approximates $1.1 million. On February 2, 2006 we received additional insurance proceeds of $2.5 million as a progress payment.
As a result of the above mentioned changes in revenues and expenses, earnings from operations increased to $42.7 million in the third quarter of fiscal 2006, compared with $3.6 million for the third quarter of fiscal 2005.
U-Haul International, Inc.
Quarter Ended December 31, 2005 compared with the Quarter Ended December 31, 2004
Listed below are revenues for the major product lines at U-Haul International, Inc. for the third quarter of fiscal 2006 and the third quarter of fiscal 2005:
Quarter Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Self-moving equipment rentals | $ | 353,409 | $ | 328,550 | |||
Self-storage revenues | 24,655 | 24,097 | |||||
Self-moving and self-storage products and service sales | 43,697 | 39,478 | |||||
Property management fees | 4,942 | 3,486 | |||||
Net investment and interest income | 7,538 | 5,270 | |||||
Other revenue | 7,709 | 6,279 | |||||
U-Haul International, Inc. revenue | $ | 441,950 | $ | 407,160 | |||
During the third quarter of fiscal 2006, self-moving equipment rentals increased $24.9 million with increases in truck, trailer, and support rental items. The increases are due to improved equipment utilization, pricing, and product mix that included the introduction of approximately 12,000 new trucks during the last nine months. In most cases, these trucks replaced older trucks removed from the fleet.
Self-storage revenues increased $0.6 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005 as occupancy rates increased period over period.
Sales of self-moving and self-storage products and service sales increased $4.2 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005 generally following the growth in self-moving equipment rentals. Support sales items, hitches, and propane all had increases for the period.
Total costs and expenses increased $5.1 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005. Commissions on self-moving equipment rentals and cost of sales increased in proportion to the related revenues. Operating expenses decreased $4.5 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005. Increases in operating costs associated with the improved business volume were more than offset by reductions in repair and maintenance expenses related to rotating the fleet. Trucks with higher maintenance costs are being replaced by new trucks with lower initial maintenance costs. Depreciation expense increased $4.9 million for the third quarter of fiscal 2006, compared to the third quarter of fiscal 2005 primarily due to the buy-outs of leases, new truck purchases and certain residual value adjustments on the rental trucks. Overall total cost and expense increases were less than revenue increases for the quarter.
42
During the third quarter of fiscal 2006, the Company received insurance proceeds of $2.5 million which was applied to the loss of trucks and trailers in the hurricanes this year. The book value of the trucks and trailers identified thus far as total losses approximates $1.1 million. On February 2, 2006 we received additional insurance proceeds of $2.5 million as a progress payment.
As a result of the above mentioned changes in revenues and expenses, earnings from operations increased to $33.3 million in the third quarter of fiscal 2006, compared with $3.7 million for the third quarter of fiscal 2005.
Republic Western Insurance Company
Quarter Ended September 30, 2005 compared with the Quarter Ended September 30, 2004
Premium revenues were $9.9 million and $4.0 million for the quarters ended September 30, 2005 and 2004, respectively. U-Haul related premiums were $8.9 million and $6.6 million for the quarters ended September 30, 2005 and 2004, respectively. The increase was a result of the retrospective premiums that were earned during the quarter. On a retrospective premium arrangement, additional premiums or refunds may occur based upon claims experience subsequent to the policy period. Other non U-Haul lines of business were $1.0 million and ($2.6) million for the quarters ended September 30, 2005 and 2004, respectively. The negative premium in 2004 occurred when a reinsurance contract was commuted resulting in premiums, that were previously recognized, being returned to an insurer.
Net investment income was $2.9 million and $6.8 million for the quarters ended September 30, 2005 and 2004, respectively. The reduction is due to a decrease in RepWest’s invested asset base and capital asset sales that were made in 2004.
Benefits and losses incurred were $10.0 million and $15.9 million for the quarters ended September 30, 2005 and 2004, respectively. The overall decrease resulted from reduced exposure due to RepWest’s decision to exit its non U-Haul lines of business. The decrease was offset by approximately $2.0 million of benefits and losses associated with retrospective policies with affiliates.
Operating expenses, which are offset by claims handling fees charged to U-Haul, were $4.1 million and $3.8 million for the quarters ended September 30, 2005 and 2004 respectively. Intercompany policy service fees from U-Haul are recorded net against operating expenses. The increase in operating expenses was a result of a $1.4 million assessment related to the Florida hurricanes of 2004, which was offset by reduced operating expenses resulting from RepWest’s exit from the non U-Haul related lines of business.
Pretax loss from operations was $1.6 million and $9.2 million for the quarters ended September 30, 2005 and 2004, respectively. The improvement over 2004 is the result of the elimination of unprofitable programs, primarily the mobile homes line that had hurricane related losses of $8.0 million in 2004.
Oxford Life Insurance Company
Quarter Ended September 30, 2005 compared with the Quarter Ended September 30, 2004
Premium revenues were $31.1 million and $31.6 million for the quarters ended September 30, 2005 and 2004, respectively. Medicare supplement premiums decreased by $1.4 million from 2004 due to lapses on closed lines being greater than new business written on active lines. Life insurance premiums increased $0.5 million due to increased sales. Credit insurance premiums increased approximately $0.4 million primarily due to the recapture of previously ceded business. Oxford is no longer pursuing new credit insurance. Annuitizations and Other Health premiums increased slightly. Other income, which is comprised of surrender charges and administrative income, was consistent with the prior-year period.
Net investment income was $4.4 million and $6.3 million for the quarters ended September 30, 2005 and 2004, respectively. The decrease was primarily due to a $2.2 million negative variance in capital gains/losses, partially offset by a shift in asset allocation from short-term to fixed maturities.
Benefits and losses incurred were $22.7 million for both quarters ended September 30, 2005 and 2004. Medicare supplement benefits decreased $1.2 million from 2004 due to reduced exposure and an improved loss ratio. Credit insurance benefits increased $1.1 million from 2004 primarily due to the recapture of previously ceded business. Life insurance benefits increased $0.5 million during the quarter in relation to increased premium. Other Health benefits decreased $0.3 million due to improved loss ratios, while annuity benefits decreased $0.1 million.
43
Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $5.5 million and $6.0 million for the quarters ended September 30, 2005 and 2004, respectively. These costs are amortized for life and health policies as the premium is earned over the term of the policy; and for deferred annuities in relation to interest spreads. Annuity amortization decreased $0.5 million from 2004 primarily due to reduced surrender activity.
Operating expenses were $6.3 million and $14.2 million for the quarters ended September 30, 2005 and 2004, respectively. The prior-year quarter included a litigation accrual of $6.4 million. Excluding the accrual, operating expenses decreased $1.5 million. The decrease is primarily attributable to decreased commission expense, lower legal costs and reduced overhead. Non-deferrable commissions have decreased $0.5 million from 2004 primarily due to decreased sales of Credit and Medicare supplement products.
Pretax earnings (loss) from operations were $2.6 million and ($3.4) million for the quarters ended September 30, 2005 and 2004, respectively.
SAC Holding II
Quarter Ended December 31, 2005 compared with the Quarter Ended December 31, 2004
Listed below are revenues for the major product lines at SAC Holding II for the third quarter of fiscal 2006 and the third quarter of fiscal 2005:
Quarter Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Self-moving equipment rentals | $ | 2,211 | $ | 2,043 | |||
Self-storage revenues | 4,729 | 4,538 | |||||
Self-moving and self-storage products and service sales | 3,619 | 3,231 | |||||
Other revenue | 311 | 294 | |||||
SAC Holding II revenue | $ | 10,870 | $ | 10,106 | |||
Revenues for the third quarter of fiscal 2006 grew $0.8 million, primarily as a result of improved occupancy and pricing.
Total costs and expenses were $7.2 million in the third quarter of fiscal 2006, compared with $8.0 million in the third quarter of fiscal 2005.
Earnings from operations were $3.6 million in the third quarter of fiscal 2006, compared with $2.1 million in the third quarter of fiscal 2005.
44
AMERCO and Consolidated Entities
Nine MonthsEnded December 31, 2005 compared with the Nine Months Ended December 31, 2004
Listed below on a consolidated basis are revenues for our major product lines for the first nine months of fiscal 2006 and the first nine months of fiscal 2005:
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Self-moving equipment rentals | $ | 1,201,374 | $ | 1,147,369 | |||
Self-storage revenues | 92,153 | 88,359 | |||||
Self-moving and self-storage products and service sales | 176,371 | 161,967 | |||||
Property management fees | 12,558 | 8,971 | |||||
Life insurance premiums | 90,050 | 96,535 | |||||
Property and casualty insurance premiums | 20,172 | 20,815 | |||||
Net investment and interest income | 38,873 | 46,160 | |||||
Other revenue | 29,093 | 23,686 | |||||
Consolidated revenue | $ | 1,660,644 | $ | 1,593,862 | |||
During the first nine months of fiscal 2006, self-moving equipment rentals increased $54.0 million with increases in truck, trailer, and support rental items. The increases are due to improved equipment utilization, pricing, and product mix that included the introduction of approximately 12,000 new trucks in the last nine months. In most cases, these trucks replaced older trucks removed from the fleet.
Self-storage revenues increased $3.8 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005 as occupancy rates increased period over period along with improved pricing.
Sales of self-moving and self-storage products and service sales increased $14.4 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005 generally following the growth in self-moving equipment rentals. Support sales items, hitches, and propane all had increases for the period.
RepWest continued to exit from non U-Haul related lines of business resulting in a $3.4 million decrease in premiums for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005. Premiums related to U-Haul related business increased $2.8 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005.
Oxford’s premium revenues declined $6.5 million for the first nine months of fiscal 2006, compared with the first nine months of fiscal 2005 primarily as a result of the lingering effects of its rating downgrade by A.M. Best in 2003.
Net investment and interest income decreased $7.3 million for the first nine months of fiscal 2006, compared with the first nine months of fiscal 2005 due primarily to declining invested asset balances at the insurance companies.
As a result of the items mentioned above, revenues for AMERCO and its consolidated entities were $1,660.6 million for the first nine months of fiscal 2006, compared with $1,593.9 million for the first nine months of fiscal 2005.
45
Listed below are revenues and earnings (loss) from operations at each of our four operating segments for the first nine months of fiscal 2006 and the first nine months of fiscal 2005; the first nine months ended September 30, 2005 and 2004 for the insurance companies.
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Moving and storage | |||||||
Revenues | $ | 1,504,671 | $ | 1,423,971 | |||
Earnings from operations | 276,227 | 193,097 | |||||
Property and casualty insurance | |||||||
Revenues | 29,193 | 35,878 | |||||
Earnings (loss) from operations | 1,727 | (8,749 | ) | ||||
Life insurance | |||||||
Revenues | 111,407 | 122,494 | |||||
Earnings from operations | 9,357 | 2,730 | |||||
SAC Holding II | |||||||
Revenues | 35,541 | 33,228 | |||||
Earnings from operations | 10,730 | 9,598 | |||||
Eliminations | �� | ||||||
Revenues | (20,168 | ) | (21,709 | ) | |||
Earnings from operations | (11,824 | ) | (1,004 | ) | |||
Consolidated results | |||||||
Revenues | 1,660,644 | 1,593,862 | |||||
Earnings from operations | 286,217 | 195,672 | |||||
Total costs and expenses decreased $23.8 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005. Fiscal 2005 included a $6.4 million charge for litigation at Oxford not present in fiscal 2006. Increases in operating costs associated with the improved business volume at Moving and Storage were offset by reductions in repair and maintenance expenses related to rotating the fleet. Trucks with higher maintenance costs are being replaced by new trucks with lower initial maintenance costs. Benefits and losses at the insurance companies decreased $21.5 million for the first nine months of fiscal 2006, compared with the first nine months of fiscal 2005 as loss ratios have improved and exposure has declined.
During the third quarter of fiscal 2006, the Company received insurance proceeds of $2.5 million which was applied to the loss of trucks and trailers in the hurricanes during 2005. The book value of the trucks and trailers identified thus far as total losses approximates $1.1 million. On February 2, 2006 we received additional insurance proceeds of $2.5 million as a progress payment.
As a result of the aforementioned changes in revenues and expenses, earnings from operations improved to $286.2 million for the first nine months of fiscal 2006, compared with $195.7 million for the first nine months of fiscal 2005.
Interest expense for the first nine months of fiscal 2006 was $88.3 million, compared with $54.0 million for the first nine months of fiscal 2005. Fiscal 2006 results included a one-time, non-recurring charge of $35.6 million before taxes related to the early termination of existing indebtedness. The charge had the effect of decreasing, on a non-recurring basis, earnings for the nine months ended December 31, 2005 by $1.71 per share before taxes, in which the tax effect was approximately $0.63 per share.
During the third quarter of fiscal 2005, the Company settled its litigation against its former auditor and received a settlement (net of attorneys’ fees and costs) of $51.3 million before taxes. The settlement had the effect of increasing, on a non-recurring basis, earnings for the nine months ended December 31, 2004 by $2.47 per share before taxes, in which the tax effect was approximately $0.91 per share.
46
Income tax expense was $78.6 million in the first nine months of fiscal 2006, compared with $74.0 million in the first nine months of fiscal 2005.
Dividends accrued on our Series A preferred stock were $9.7 million for the first nine months ended December 31, 2005 and 2004, respectively.
As a result of the above mentioned items, net earnings available to common shareholders were $109.6 million in the first nine months of fiscal 2006, compared with $109.3 million in the first nine months of fiscal 2005.
The weighted average common shares outstanding: basic and diluted were 20,850,254 in the first nine months of fiscal 2006 and 20,801,112 in the first nine months of fiscal 2005.
Basic and diluted earnings per share were $5.26 in the first nine months of fiscal 2006, compared with $5.25 in the first nine months of fiscal 2005.
In our second quarter of fiscal 2006, hurricanes Katrina and Rita struck the Gulf Coast of the United States causing business interruption to a number of our operating facilities. We identified customers impacted by the hurricanes and our rapid response teams provided a variety of solutions to divert operations to alternate facilities and restore operations where possible. We have been able to redeploy assets and employees to service our customers in cases where the facilities remain inoperable or have not returned to full operating capacity. Currently we estimate a loss of approximately 180 trucks and 150 trailers during and after the devastation caused by these hurricanes. We maintain property and business interruption insurance coverage to mitigate the financial impact of these types of catastrophic events. Our insurance deductible is $500,000 and has been recorded in our second quarter. During our third quarter of fiscal 2006, we received insurance proceeds of $2.5 million, which was applied to the trucks and trailers damaged by the hurricanes. On February 2, 2006 we received additional insurance proceeds of $2.5 million as a progress payment.
Moving and Storage
Nine MonthsEnded December 31, 2005 compared with the Nine Months Ended December 31, 2004
Listed below are revenues for the major product lines at our Moving and Storage operating segment (AMERCO, U-Haul and Real Estate) for the first nine months of fiscal 2006 and the first nine months of fiscal 2005:
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Self-moving equipment rentals | $ | 1,201,374 | $ | 1,147,369 | |||
Self-storage revenues | 78,123 | 74,976 | |||||
Self-moving and self-storage products and service sales | 163,369 | 150,128 | |||||
Property management fees | 14,688 | 10,974 | |||||
Net investment and interest income | 22,143 | 23,471 | |||||
Other revenue | 24,974 | 17,053 | |||||
Moving and Storage revenue | $ | 1,504,671 | $ | 1,423,971 | |||
During the first nine months of fiscal 2006, self-moving equipment rentals increased $54.0 million with increases in truck, trailer, and support rental items. The increases are due to improved equipment utilization, pricing, and product mix that included the introduction of approximately 12,000 new trucks during the last nine months. In most cases, these trucks replaced older trucks removed from the fleet.
Self-storage revenues increased $3.1 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005 as occupancy rates increased period over period and pricing improved.
Sales of self-moving and self-storage products and service sales increased $13.2 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005 generally following the growth in self-moving equipment rentals. Support sales items, hitches, and propane all had increases for the period.
47
The Company owns and manages self-storage facilities. Self-storage revenues reported in the condensed consolidated financial statements for Moving and Storage represent Company-owned locations only. Self-storage data for our owned storage locations is as follows:
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands, except occupancy rate) | |||||||
Room count as of December 31 | 123 | 122 | |||||
Square footage as of December 31 | 9,515 | 9,506 | |||||
Average number of rooms occupied | 108 | 101 | |||||
Average occupancy rate based on room count | 88.0% | 82.8% | |||||
Average square footage occupied | 8,545 | 8,056 |
Total costs and expenses increased $9.7 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005. Commissions on self-moving equipment rentals and cost of sales increased in proportion to the related revenues. Operating expenses decreased $12.5 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005. Increases in operating costs associated with the improved business volume were more than offset by reductions in repair and maintenance expenses related to rotating the fleet. Trucks with higher maintenance costs are being replaced by new trucks with lower initial maintenance costs. Overall total cost and expense increases were less than revenue increases for the first nine months of fiscal 2006.
During the third quarter of fiscal 2006, the Company received insurance proceeds of $2.5 million which was applied to the loss of trucks and trailers in the hurricanes during 2005. The book value of the trucks and trailers identified thus far as total losses approximates $1.1 million. On February 2, 2006 we received additional insurance proceeds of $2.5 million as a progress payment.
As a result of the above mentioned changes in revenues and expenses, earnings from operations increased to $276.2 million in the first nine months of fiscal 2006, compared with $193.1 million for the first nine months of fiscal 2005.
U-Haul International, Inc.
Nine MonthsEnded December 31, 2005 compared with the Nine Months Ended December 31, 2004
Listed below are revenues for the major product lines at U-Haul International, Inc. for the first nine months of fiscal 2006 and the first nine months of fiscal 2005:
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Self-moving equipment rentals | $ | 1,201,374 | $ | 1,147,369 | |||
Self-storage revenues | 76,827 | 73,644 | |||||
Self-moving and self-storage products and service sales | 163,369 | 150,128 | |||||
Property management fees | 14,688 | 10,974 | |||||
Net investment and interest income | 18,254 | 16,569 | |||||
Other revenue | 28,770 | 21,378 | |||||
U-Haul International, Inc. revenue | $ | 1,503,282 | $ | 1,420,062 | |||
During the first nine months of fiscal 2006, self-moving equipment rentals increased $54.0 million with increases in truck, trailer, and support rental items. The increases are due to improved equipment utilization, pricing, and product mix that included the introduction of approximately 12,000 new trucks during the last nine months. In most cases, these trucks replaced older trucks removed from the fleet.
48
Self-storage revenues increased $3.2 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005 as occupancy rates increased period over period and improved pricing.
Sales of self-moving and self-storage products and service sales increased $13.2 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005 generally following the growth in self-moving equipment rentals. Support sales items, hitches, and propane all had increases for the period.
Total costs and expenses increased $16.2 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005. Commissions on self-moving equipment rentals and cost of sales increased in proportion to the related revenues. Operating expenses decreased $2.6 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005. Increases in operating costs associated with the improved business volume were more than offset by reductions in repair and maintenance expenses related to rotating the fleet. Trucks with higher maintenance costs are being replaced by new trucks with lower initial maintenance costs. Depreciation expense increased $13.9 million for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005 primarily due to the buy-outs of leases, new truck purchases and certain residual value adjustments on the rental trucks. The buy-outs of the leases have led to the $8.3 million decrease in lease expense for the first nine months of fiscal 2006, compared to the first nine months of fiscal 2005. Overall total cost and expense increases were less than revenue increases for the first nine months of fiscal 2006.
During the third quarter of fiscal 2006, the Company received insurance proceeds of $2.5 million which was applied to the loss of trucks and trailers in the hurricanes during 2005. The book value of the trucks and trailers identified thus far as total losses approximates $1.1 million. On February 2, 2006 we received additional insurance proceeds of $2.5 million as a progress payment.
As a result of the above mentioned changes in revenues and expenses, earnings from operations increased to $239.7 million in the first nine months of fiscal 2006, compared with $172.7 million for the first nine months of fiscal 2005.
Republic Western Insurance Company
Nine Months Ended September 30, 2005 compared with the Nine Months Ended September 30, 2004
Premium revenues were $20.2 million and $20.8 million for the nine months ended September 30, 2005 and 2004, respectively. The overall decrease is due to RepWest exiting non U-Haul related lines of business. U-Haul related premiums were $17.9 million and $15.1 million for the nine months ended September 30, 2005 and 2004, respectively. Other non U-Haul lines of business were $2.3 million and $5.7 million for the nine months ended September 30, 2005 and 2004, respectively.
Net investment income was $9.0 million and $15.1 million for the nine months ended September 30, 2005 and 2004, respectively. The reduction is due to a decrease in our invested asset base and gains on capital assets that were sold in the third quarter of 2004.
Benefits and losses incurred were $17.2 million and $33.8 million for the nine months ended September 30, 2005 and 2004, respectively. The decrease resulted from reduced earned premiums which occurred when RepWest exited its non U-Haul lines of business and approximately $8.0 million of benefits and losses that were included in the 2004 benefits and losses that related to the Florida hurricanes of 2004.
Amortization of DAC was $1.7 million and $5.4 million for the nine months ended September 30, 2005 and 2004, respectively. The decrease is due to a reduction of in-force business related to the exit of non U-Haul lines of business.
Operating expenses, which are offset by claims handling fees charged to U-Haul, were $8.6 million and $5.4 million for the nine months ended September 30, 2005 and 2004, respectively. Intercompany policy service fees from U-Haul are recorded net of operating expenses. The reductions in these fees, as well as a $1.4 million non-recurring assessment related to the Florida hurricanes of 2004, are the primary reasons for the net increase in operating expenses.
Pretax earnings (loss) from operations were $1.7 million and ($8.7) million for the nine months ended September 30, 2005 and 2004. The improvement in 2005 over 2004 is the result of eliminating unprofitable programs in the mobile home line and 2004 Florida hurricane losses of $8.0 million.
49
Oxford Life Insurance Company
Nine MonthsEnded September 30, 2005 compared with the Nine Months Ended September 30, 2004
Premium revenues were $91.2 million and $97.6 million for the nine months ended September 30, 2005 and 2004, respectively. Medicare supplement premiums decreased by $4.3 million from 2004 due to lapses on closed lines being greater than new business written on active lines. Credit insurance premiums decreased $2.6 million from 2004 due to fewer accounts. As mentioned previously, Oxford is no longer pursuing new credit insurance. Annuitizations decreased $0.7 million during the period. These decreases were partially offset by increased life insurance sales of $1.0 million. Other income decreased by $2.4 million primarily due to a decrease in surrender charge income.
Net investment income was $15.7 million and $18.0 million for the nine months ended September 30, 2005 and 2004, respectively. The decrease was primarily due to a $2.5 million negative variance in capital gains.
Benefits and losses incurred were $65.5 million and $70.4 million for the nine months ended September 30, 2005 and 2004, respectively. Medicare supplement benefits decreased $4.1 million from 2004 due primarily to reduced exposure and an improved loss ratio. Other Health benefits decreased $0.8 million due to improved loss ratios. An increase of $0.8 million in life benefits due to new sales was largely offset by a decrease of $0.7 million in annuitizations. Credit benefits were consistent with the prior year period.
Amortization of DAC and VOBA was $16.1 million and $18.6 million for the nine months ended September 30, 2005 and 2004, respectively. These costs are amortized for life and health policies as the premium is earned over the term of the policy; and for deferred annuities in relation to interest spreads. Annuity amortization decreased $1.8 million from 2004 primarily due to reduced surrender activity. Other segments, primarily Credit, had decreases of $0.7 million from 2004 due to decreased new business volume.
Operating expenses were $20.5 million and $30.8 million for the nine months ended September 30, 2005 and 2004, respectively. The prior year amount includes $6.4 million attributable to litigation accrual. The remaining decrease is attributable to lower legal costs as well as reduced overhead. Non-deferrable commissions have decreased $1.3 million from 2004 primarily due to decreased sales of Credit and Medicare supplement products.
Pretax earnings were $9.4 million and $2.7 million for the nine months ended September 30, 2005 and 2004, respectively.
SAC Holding II
Nine MonthsEnded December 31, 2005 compared with the Nine Months Ended December 31, 2004
Listed below are revenues for the major product lines at SAC Holding II for the first nine months of fiscal 2006 and the first nine months of fiscal 2005:
Nine Months Ended December 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | |||||||
(In thousands) | |||||||
Self-moving equipment rentals | $ | 7,560 | $ | 7,170 | |||
Self-storage revenues | 14,030 | 13,383 | |||||
Self-moving and self-storage products and service sales | 13,002 | 11,839 | |||||
Other revenue | 949 | 836 | |||||
SAC Holding II revenue | $ | 35,541 | $ | 33,228 | |||
Total revenues were $35.5 million in the first nine months of fiscal 2006, compared with $33.2 million in the first nine months of fiscal 2005. The increase was driven by self-moving and self-storage product and service sales. This increase grew in conjunction with increases in self-storage revenues due to improved occupancy and pricing.
Total costs and expenses were $24.8 million in the first nine months of fiscal 2006, compared with $23.6 million in the first nine months of fiscal 2005.
Earnings from operations were $10.7 million in the first nine months of fiscal 2006, compared with $9.6 million in the first nine months of fiscal 2005.
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Liquidity and Capital Resources
We believe our current capital structure will allow us to achieve our operational plans and goals, and provide us with sufficient liquidity for the next 3 to 5 years. The majority of the obligations currently in place mature at the end of fiscal years 2010 or 2015. As a result, we believe that our liquidity is strong. This will allow us to focus on our operations and business to further improve our liquidity in the long term. We believe these improvements will enhance our access to capital markets. However, there is no assurance that future cash flows will be sufficient to meet our outstanding obligations or our future capital needs.
At December 31, 2005, cash and cash equivalents totaled $247.2 million, compared with $56.0 million on March 31, 2005.
On June 29, 2005 the Company entered into a new revolving credit facility with Merrill Lynch Commercial Finance Corp. The facility has a $150.0 million maximum amount available with an interest rate of LIBOR plus 1.75%. As of December 31, 2005 the Company had $60.0 million available under this revolving credit facility.
On November 10, 2005 the Company entered into a rental truck amortizing term loan with Merrill Lynch Commercial Finance Corp. The maximum amount that can be borrowed is $150.0 million with an interest rate of LIBOR plus 1.75%. As of December 31, 2005 the Company had drawn $56.0 million and anticipates drawing the remaining $94.0 million by April 30, 2006.
At December 31, 2005, AMERCO’s notes and loans payable were $942.1 million, and represented 1.3 times stockholders’ equity. At March 31, 2005, AMERCO’s notes and loans payable were $780.0 million, and represented 1.4 times stockholders’ equity.
For the first nine months of fiscal 2006, cash provided by operating activities was $253.3 million, compared with $223.8 million in the first nine months of fiscal 2005.
Investing activities provided (used) ($144.4) million in net cash during the first nine months of fiscal 2006, compared to $124.9 million in the first nine months of fiscal 2005. The majority of the decrease in the first nine months of fiscal 2006, compared with the first nine months of fiscal 2005 was related to the W. P. Carey Transaction. Net capital expenditures were $252.4 million and $172.5 million for the first nine months ended December 31, 2005 and December 31, 2004, respectively. Capital dispositions were $46.8 million and $229.2 million for the first nine months ended December 31, 2005 and December 31, 2004, respectively.
Financing activities provided $82.3 million during the first nine months of fiscal 2006. This primarily reflects the complete refinancing on the Company’s debt in fiscal 2006. The refinancing expanded the Company’s borrowing capacity. The additional funds from the refinancing were partially offset by annuity withdrawals at Oxford. This compares with usage of $350.1 million from financing activities during the first nine months of fiscal 2005, which included a $99.6 million payoff of capital leases and $15.6 million payment of previous preferred stock dividends.
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. The capital to fund these expenditures has historically been obtained internally from operations and the sale of used equipment, and externally from lease financing. In the future we anticipate that our internally generated funds will be used to service the existing debt and support operations. U-Haul estimates that during the next three fiscal years, at least $325.0 million each year will be reinvested in the truck and trailer rental fleet. This investment will be funded through external lease financing, debt financing and internally from operations. Management considers several factors including cost and tax consequences when selecting a method to fund capital expenditures. Because the Company has utilized all of its net operating loss carry forwards, there will be more of a focus on financing the fleet through asset-backed debt. Net capital expenditures were $250.8 million for the first nine months of fiscal 2006.
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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. U-Haul's growth plan in self-storage is primarily focused on eMove, which does not require acquisition or construction of self-storage properties by the Company. This primary focus does not preclude the Company from using debt and internally generated funds to finance storage acquisitions or construction in the future.
Property and Casualty Insurance
As of September 30, 2005, RepWest had no notes or loans due in less than one year and its accounts payable, accrued expenses, and other payables were approximately $6.1 million. RepWest’s financial assets (cash, receivables, and short-term investments, other investments, fixed maturities and related party assets) at September 30, 2005 were approximately $494.2 million. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, RepWest’s assets are generally not available to satisfy the claims of AMERCO or its legal subsidiaries.
Stockholder’s equity was $164.1 million and $154.8 million at September 30, 2005 and December 31, 2004, respectively. The increase resulted from $1.0 million in earnings, $3.1 million of unrealized gains and $5.1 million in additional paid-in capital that resulted from the sale of real estate to affiliated companies. RepWest does not use debt or equity issues to increase capital and therefore has no exposure to capital market conditions.
Oxford Life Insurance Company
As of September 30, 2005, Oxford was due to make a $1.0 million principal payment to AMERCO on an intercompany surplus note issued in 1998; this payment has not been made. Oxford had no other notes and loans payable in less than one year. Its accounts payable, accrued expenses and other payables were approximately $13.3 million. Oxford’s financial assets (cash, receivables, short-term investments, other investments, fixed maturities and related party) at September 30, 2005 were approximately $723.6 million. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, Oxford’s funds are generally not available to satisfy the claims of AMERCO or its legal subsidiaries.
Oxford’s stockholder's equity was $116.1 million and $115.0 million as of September 30, 2005, and December 31, 2004, respectively. The increase resulted from earnings of $5.5 million and a $4.4 million decrease in other comprehensive income. Oxford does not use debt or equity issues to increase capital and therefore has no exposure to capital market conditions.
SAC Holding II
SAC Holding II operations are funded by various mortgage loans, and secured and unsecured notes. SAC Holding II does not utilize revolving lines of credit to finance its operations or acquisitions. Certain of SAC Holding II loan agreements contain restrictive covenants and restrictions on incurring additional subsidiary indebtedness.
Cash Provided from Operating Activities by Operating Segments
Moving and Storage
Cash provided (used) by operating activities from U-Haul was ($92.3) million and $218.3 million for the first nine months of fiscal 2006 and 2005, respectively. Cash provided (used) by operating activities for Real Estate was ($69.7) million and $39.7 million for the first nine months of fiscal 2006 and 2005, respectively. Cash and cash equivalents for the consolidated Moving and Storage segment were $210.7 million and $42.0 million at December 31, 2005 and March 31, 2005.
Property and Casualty Insurance
Cash flows used by operating activities were $19.3 million and $20.1 million for the nine months ended September 30, 2005 and 2004, respectively. The cash used by operating activities is the result of RepWest’s exiting its non U-Haul lines of business and the associated payment of claims in the lines exited.
RepWest’s cash and cash equivalents and short-term investment portfolio were $107.5 million and $90.3 million at September 30, 2005 and December 31, 2004, 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, will be adequate to meet periodic needs. Capital and operating budgets allow RepWest to schedule cash needs in accordance with investment and underwriting proceeds.
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Life Insurance
Cash provided (used) by operating activities was ($4.0) million and $7.8 million for the nine months ended September 30, 2005 and 2004, respectively. Included in the operating cash outflow in the current period was the $12.8 million settlement of the Kocher accrual, net of the $2.2 million recovery from Oxford’s E&O insurance carrier.
In addition to cash flows from operating and financing activities, a substantial amount of liquid funds is available through Oxford's short-term portfolio. At September 30, 2005 and December 31, 2004, short-term investments amounted to $37.0 million and $113.8 million, respectively. Management believes that the overall sources of liquidity will continue to meet foreseeable cash needs.
SAC Holding II
Cash provided by operating activities at SAC Holding II was $3.0 million and $0.6 million for the first nine months of fiscal 2006 and 2005, respectively.
Liquidity and Capital Resources-Summary
We believe we have the financial resources needed to meet our business requirements including capital expenditures for the expansion and modernization of our rental fleet, rental equipment and rental storage space, working capital requirements and our preferred stock dividend program.
For a more detailed discussion of our long-term debt and borrowing capacity, please see footnote 3 “Borrowings” to the “Notes to the Condensed Consolidated Financial Statements.”
Disclosures about Contractual Obligations and Commercial Commitments
Our estimates as to future contractual obligations have not materially changed as to the disclosure included under the subheading “Contractual Obligations” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for fiscal year ending March 31, 2005, except for the New Truck Amortizing Loan (see Note 3 of our Condensed Consolidated Financial Statements).
Off-Balance Sheet Arrangements
The Company uses off-balance sheet arrangements where the economics and sound business principles warrant their use.
AMERCO utilizes operating leases for certain equipment and facilities with terms expiring substantially through 2034, with the exception of one land lease expiring in 2079. In the event of a shortfall in proceeds from the sales of the underlying rental equipment assets, AMERCO has guaranteed approximately $181.1 million of residual values at December 31, 2005 for these assets at the end of their respective lease terms. AMERCO has been leasing rental equipment since 1987. Thus far, we have experienced no residual value shortfalls.
AMERCO has used off-balance sheet arrangements in connection with the expansion of our self-storage business. The Company currently manages the self-storage properties of SAC Holding II and its subsidiaries (see Note 8 of our Condensed Consolidated Financial Statements).
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Fiscal 2007 Outlook
We have many exciting developments which we believe should positively affect performance in the fourth quarter and into fiscal 2007. We believe the momentum in our Moving and Storage Operations will continue. We are investing in our truck rental fleet to further strengthen U-Haul’s “do-it-yourself” moving business. Over the last nine months we placed almost 12,000 of our large and mid-sized rental trucks in service. We continue to manufacture our mid-sized vans and expect to produce over 2,700 additional units in the coming months. In addition, production has been initiated for trailers with an expected production of 3,500 by the end of April. This investment is expected to increase the number of rentable equipment days available to meet our customer demands and will reduce future spending on repair costs and equipment down-time.
At RepWest, our plans to exit non U-Haul related lines are progressing well.
At Oxford, the recent ratings upgrade by A.M. Best in October 2005 to B+ should support the expansion of its distribution capabilities.
Our objectives for the remaining quarter in fiscal 2006 and the first part of 2007 are to position our rental fleet to achieve revenue and transaction growth and continue to drive down operating costs. The aforementioned investment in our fleet will give us a strong basis for meeting our objectives.
Cautionary Statements Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements regarding future events and our future results. We may make additional written or oral forward-looking statements from time to time in filings with the Securities and Exchange Commission 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, income or loss, estimates of capital expenditures, plans for future operations, products or services, financing needs and plans, our perceptions of our legal positions and anticipated outcomes of government investigations and pending litigation against us, liquidity, goals and strategies, plans for new business, growth rate assumptions, pricing, costs, and access to capital and leasing markets as well as assumptions relating to the foregoing. The words “believe,” “expect,” “anticipate,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could significantly affect results include, without limitation, the risk factors enumerated at the end of this section, as well as the following: the Company’s ability to operate pursuant to the terms of its credit facilities; the Company’s ability to maintain contracts that are critical to its operations; the costs and availability of financing; the Company’s ability to execute its business plan; the Company’s ability to attract, motivate and retain key employees; general economic conditions; fluctuations in our costs to maintain and update our fleet and facilities; our ability to refinance our debt; changes in government regulations, particularly environmental regulations; our credit ratings; the availability of credit; changes in demand for our products; changes in the general domestic economy; 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 Securities and Exchange Commission. The above factors, the following disclosures, as well as other statements in this report and in the Notes to our Condensed Consolidated Financial Statements, could contribute to or cause such differences, 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 disclaims any intent or obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.
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Risk Factors
We operate in a highly competitive industry.
The truck rental industry is highly competitive and includes a number of significant national, regional and local competitors. Competition is generally based on convenience of rental locations, availability of quality rental moving equipment, breadth of essential services and price. In our truck rental business, we face competition from Budget Car and Truck Rental Company and Penske Truck Leasing. Some of our competitors may have greater financial resources than we have. We cannot assure you that we will not be forced to reduce our rental prices or delay price increases.
The self-storage industry is large and highly fragmented. We believe the principle competitive factors in this industry are convenience of storage rental locations, cleanliness, security and price. Our primary competitors in the self-storage market are Public Storage, Shurgard Storage Centers, Inc., Extra Space Storage, Inc. and others. Competition in the market areas in which we operate is significant and affects the occupancy levels, rental sales and operating expenses of our facilities. Competition might cause us to experience a decrease in occupancy levels, limit our ability to raise rental sales and require us to offer discounted rates that would have a material affect on operating results.
Entry into the self-storage business through acquisition of existing facilities is possible for persons or institutions with the required initial capital. Development of new self-storage facilities is more difficult; however, due to zoning, environmental and other regulatory requirements. The self-storage industry has in the past experienced overbuilding in response to perceived increases in demand. We cannot assure you that we will be able to successfully compete in existing markets or expand into new markets.
Control of AMERCO remains in the hands of a small contingent.
As of December 31, 2005, Edward J. Shoen, Chairman of the Board of Directors and President of AMERCO, James P. Shoen, a director of AMERCO, and Mark V. Shoen, an executive officer of AMERCO, collectively control 8,843,424 shares (approximately 41.5%) of the outstanding common shares of AMERCO. Accordingly, Edward J. Shoen, Mark V. Shoen and James P. Shoen will be in a position to continue to influence the election of the members of the Board of Directors and approval of significant transactions (see Note 8 of our Condensed Consolidated Financial Statements). In addition, 2,054,852 shares (approximately 9.7%) of the outstanding common shares of AMERCO, including shares allocated to employees and unallocated shares are held by our Employee Savings and Employee Stock Ownership Trust.
Our operations subject us to numerous environmental regulations and the possibility that environmental liability in the future could adversely affect our operations.
Compliance with environmental requirements of federal, state and local governments significantly affects our business. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Under environmental laws or common law principles, we can be held strictly liable for hazardous substances that are found on real property we have owned or operated. We are aware of issues regarding hazardous substances on some of our real estate and we have put in place a remedial plan at each site where we believe such a plan is necessary (see Note 7 of our Condensed Consolidated Financial Statements). We regularly make capital and operating expenditures to stay in compliance with environmental laws. In particular, we have managed a testing and removal program since 1988 for our underground storage tanks. Despite these compliance efforts, risk of environmental liability is part of the nature of our business.
Environmental laws and regulations are complex, change frequently and could become more stringent in the future. We cannot assure you that future compliance with these regulations, future environmental liabilities, the cost of defending environmental claims, conducting any environmental remediation or generally resolving liabilities caused by us or related third parties will not have a material adverse effect on our business, financial condition or results of operations.
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Our results of operations fluctuate due to seasonality and other factors associated with our industry.
Our business is seasonal and our results of operations and cash flows fluctuate significantly from quarter to quarter. Historically, revenues have been stronger in our first and second fiscal quarters due to the overall increase in moving activity during the spring and summer months. The fourth fiscal quarter is generally weakest, due to a greater potential for adverse weather conditions and other factors that are not necessarily seasonal. As a result, our operating results for a quarterly period are not necessarily indicative of operating results for an entire year.
We obtain our rental trucks from alimited number of manufacturers.
In the last ten years, we purchased most of our rental trucks from Ford Motor Company and General Motors Corporation. Although we believe that we could obtain alternative sources of supply for our rental trucks, termination of one or both of our relationships with these suppliers could have a material adverse effect on our business, financial condition or results of operations for an indefinite period of time or we may not be able to obtain rental trucks under similar terms, if at all.
Our property and casualty insurance business has suffered extensive losses.
Since January 2000, our property and casualty insurance business, RepWest, reported losses totaling approximately $162.3 million. These losses are primarily attributable to business lines that were unprofitable as underwritten. To restore profitability in RepWest, we have exited all non U-Haul related lines. Although we believe the terminated lines are adequately reserved, we cannot assure you that there will not be future adverse loss development.
Our life insurance business was downgraded by A.M. Best during restructuring.
A.M. Best downgraded Oxford and its subsidiaries during the restructuring to C+. Upon emergence from bankruptcy in March 2004, Oxford and its subsidiaries were upgraded to B-. The ratings were again upgraded in October 2004 to B. In October 2005, A.M. Best upgraded Oxford and its subsidiaries to B+ with a stable outlook. Prior to AMERCO’s restructuring, Oxford was rated B++. Financial strength ratings are important external factors that can affect the success of Oxford’s business plans. Accordingly, if Oxford’s ratings, relative to its competitors, do not continue to improve, Oxford may not be able to retain and attract business as currently planned.
Our notes receivable from SAC Holdings.
At December 31, 2005, we held approximately $203.7 million of notes due from SAC Holdings, of which $75.1 million have been eliminated in the consolidating financial statements. We have an economic exposure to SAC Holdings. SAC Holdings is highly leveraged with significant indebtedness to others. We hold various junior unsecured notes of SAC Holdings. If SAC Holdings is unable to meet its obligations to its senior lenders, it could trigger a default on its obligations to us. In such an event of default, we could suffer a loss to the extent the value of the underlying collateral on our loans to SAC Holdings is inadequate to repay SAC Holdings senior lenders and us. We cannot assure you that SAC Holdings will not default on its loans to its senior lenders or that the value of SAC Holdings assets upon liquidation would be sufficient to repay us in full.
We face risks related to an SEC investigation and securities litigation.
The SEC has issued a formal order of investigation to determine whether we have violated the Federal Securities laws. Although we have cooperated with the SEC in this matter and intend to continue to cooperate, the SEC may determine that we have violated Federal Securities laws. We cannot predict when this investigation will be completed or its outcome. If the SEC makes a determination that we have violated Federal Securities laws, we may face sanctions, including, but not limited to, significant monetary penalties and injunctive relief.
In addition, the Company has been named a defendant in a number of class action and related lawsuits. The findings and outcome of the SEC investigation may affect the class-action lawsuits that are pending. We are generally obligated, to the extent permitted by law, to indemnify our directors and officers who are named defendants in some of these lawsuits. We are unable to estimate what our liability in these matters may be, and we may be required to pay judgments or settlements and incur expenses in aggregate amounts that could have a material adverse effect on our financial condition or results of operations.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to financial market risks, including changes in interest rates and currency exchange rates. To mitigate these risks, we may utilize derivative financial instruments, among other strategies. We do not use derivative financial instruments for speculative purposes.
Interest rate risk
The exposure to market risk for changes in interest rates relates primarily to our variable rate debt obligations. We have used interest rate swap agreements to provide for matching the gain or loss recognition on the hedging instrument with recognition of the changes in the cash flows associated with the hedged asset or liability attributable to the hedged risk or the earnings effect of the hedged forecasted transaction. At December 31, 2005, the Company had two interest rate swap contracts for $100.0 million each that serve to partially offset the changes in the variable interest rate of the Real Estate Loan. On May 13, 2004, the Company entered into separate interest rate cap contracts for $200.0 million of its variable rate debt obligations for a two year term and for $50.0 million of its variable rate debt obligations for a three year term. On November 15, 2005 the Company entered into a forward starting interest rate swap contract for $142.3 million of a variable rate debt over a six year term, starting on May 10, 2006, in conjunction with the expiration of the $200.0 million interest rate cap. At December 31, 2005, the Company had approximately $408.2 million of variable debt obligations. A fluctuation in the interest rates of 100 basis points would change interest expense for the Company by approximately $4.1 million annually (before consideration of the swap and cap contracts).
Foreign Currency Exchange Rate Risk
The exposure to market risk for changes in foreign currency exchange rates relates primarily to our Canadian business. Approximately 2.6% of our revenue in fiscal 2006 was generated in Canada. The result of a 10.0% change in the value of the U.S. dollar relative to the Canadian dollar would not be material. We typically do not hedge any foreign currency risk since the exposure is not considered material.
Attached as exhibits to this Form 10-Q are certifications of AMERCO’s Chief Executive Officer (CEO) and Chief Accounting Officer (CAO), which are required in accordance with Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act). This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented in Evaluation of Disclosure Controls and Procedures.
We conducted an evaluation (required pursuant to Rule 13-15(b) or 15d-15(b) of the Exchange Act) of the effectiveness of the design and operation of our "disclosure controls and procedures" as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (Disclosure Controls) as of the end of the period covered by this Form 10-Q. The controls evaluation was conducted under the supervision and with the participation of management, including our CEO and CAO. Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-Q, are recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission's (SEC's) rules and forms. 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. Our Disclosure Controls include components of our internal control over financial reporting which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the U.S. To the extent that components of our internal control over financial reporting are included within our Disclosure Controls, they are included in the scope of our quarterly controls evaluation. Internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the management report which is set forth in our most recent Form 10-K.
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The evaluation of our Disclosure Controls included a review of the controls' objectives and design, the Company's implementation of the controls and the effect of the controls on the information generated for use in this Quarterly Report.
In the course of the controls evaluation, we reviewed identified data errors, control problems or acts of fraud and sought to confirm that appropriate corrective actions, including process improvements, were being undertaken. This type of evaluation is performed on a quarterly basis so that the conclusions of management, including the CEO and CAO, concerning the effectiveness of the Disclosure Controls can be reported in our periodic reports on Form 10-Q and Form 10-K. Many of the components of our Disclosure Controls are also evaluated on an ongoing basis by our Internal Audit Department and by other personnel in our Finance organization. The overall goals of these various evaluation activities are to monitor our Disclosure Controls, and to modify them as necessary. Our intent is to maintain the Disclosure Controls as dynamic systems that change as conditions warrant.
Based upon the controls evaluation, our CEO and CAO have concluded that, subject to the limitations noted in this Item 4, as of the end of the period covered by this Form 10-Q, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC and that material information relating to AMERCO and its consolidated entities is made known to management, including the CEO and CAO, particularly during the period when our periodic reports are being prepared.
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
During the fiscal quarter covered by this report we made no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMERCO
Date: February 8, 2006 /s/ Edward J. Shoen
Edward J. Shoen
President and Chairman of the Board
(Duly Authorized Officer)
Date: February 8, 2006 /s/ Jason A. Berg
Jason A. Berg
Chief Accounting Officer
(Principal Financial Officer)
U-HAUL INTERNATIONAL, INC.
Date: February 8, 2006 /s/ Edward J. Shoen
Edward J. Shoen
President and Chairman of the Board
(Duly Authorized Officer)
Date: February 8, 2006 /s/ Robert T. Peterson
Robert T. Peterson
Chief Financial Officer
(Principal Financial Officer)
The following documents are filed as part of this report:
Exhibit Number | Description | Page or Method of Filing |
2.1 | Joint Plan of Reorganization of AMERCO and Amerco Real Estate Company | Incorporated by reference to AMERCO’s Current Report on Form 8-K filed October 20, 2003, file no. 1-11255 |
2.2 | Disclosure Statement Concerning the Debtors’ Joint Plan of Reorganization | Incorporated by reference to AMERCO’s Current Report on Form 8-K filed October 20, 2003, file no. 1-11255 |
2.3 | First Amended Joint Plan of Reorganization of AMERCO and Amerco Real Estate Company | Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, file No. 1-11255 |
2.4 | Disclosure Statement Concerning the Debtor’s First Amended Joint Plan of Reorganization | Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, file No. 1-11255 |
3.1 | Restated Articles of Incorporation of AMERCO | Incorporated by reference to AMERCO’s Registration Statement on form S-4 filed March 30, 2004, file number 1-11255 |
3.2 | Restated By-Laws of AMERCO | Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, file No. 1-11255 |
3.3 | Restated Articles of Incorporation of U-Haul International, Inc. | Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2003, file no. 1-11255 |
3.4 | Bylaws of U-Haul International, Inc. | Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2003, file no. 1-11255 |
10.1 | Credit Agreement, dated November 10, 2005, among U-Haul Leasing & Sales Co., U-Haul Company of Arizona and U-Haul International, Inc. and Merrill Lynch Commercial Finance Corporation. | Incorporated by reference to AMERCO’s Current Report on Form 8-K filed November 17, 2005, file no. 1-11255 |
10.2 | Property Management Agreement between Subsidiaries of U-Haul and Five SAC 905, LLC. dated September 23, 2005 | Filed herewith |
31.1 | Rule 13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO and U-Haul International, Inc. | Filed herewith |
31.2 | Rule 13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Chief Accounting Officer of AMERCO | Filed herewith |
31.3 | Rule 13a-14(a)/15d-14(a) Certification of Robert T. Peterson, Chief Financial Officer of U-Haul International, Inc. | Filed herewith |
32.1 | Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO and U-Haul International, Inc. pursuant to Section 906 of the Sabanes-Oxley Act of 2002 | Furnished herewith |
32.2 | Certificate of Jason A. Berg, Chief Accounting Officer of AMERCO pursuant to Section 906 of the Sabanes-Oxley Act of 2002 | Furnished herewith |
32.3 | Certificate of Robert T. Peterson, Chief Financial Officer of U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |