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Account
U-Haul
UHAL
#1894
Rank
ยฃ7.84 B
Marketcap
๐บ๐ธ
United States
Country
ยฃ41.32
Share price
-1.24%
Change (1 day)
-28.49%
Change (1 year)
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Annual Reports (10-K)
U-Haul
Quarterly Reports (10-Q)
Submitted on 2004-11-09
U-Haul - 10-Q quarterly report FY
Text size:
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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 September 30, 2004
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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes
R
No
£
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 September 30, 2004.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at September 30, 2004.
TABLE OF CONTENTS
Page No.
PART I FINANCIAL INFORMATION
Item 1.
Financial Statements
a)
Condensed Consolidated Balance Sheets as of September 30, 2004 (unaudited) and March 31, 2004
1
b)
Condensed Consolidated Statement of Operations for the Quarters and Six Months ended September 30, 2004 and 2003 (unaudited)
2
c)
Condensed Consolidated Statements of Comprehensive Income for the Quarters and Six Months ended September 30, 2004 and 2003 (unaudited)
3
d)
Condensed Consolidated Statements of Cash Flows for the Six Months ended September 30, 2004 and 2003 (unaudited)
4
e)
Notes to Condensed Consolidated Financial Statements
5
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
34
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
57
Item 4.
Controls and Procedures
58
PART II OTHER INFORMATION
Item 1.
Legal Proceedings
60
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
60
Item 3.
Defaults Upon Senior Securities
60
Item 4.
Submission of Matters to a Vote of Security Holders
61
Item 5.
Other Information
61
Item 6.
Exhibits
62
PART I FINANCIAL INFORMATION
ITEM 1.
Financial Statements
AMERCO AND CONSOLIDATED ENTITIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
March 31,
2004
2004
(Unaudited)
(In thousands)
ASSETS
Cash and cash equivalents
$
45,759
$
81,557
Trade receivables, net
251,043
268,386
Notes and mortgage receivables, net
5,352
4,537
Inventories, net
55,876
52,802
Prepaid expenses
16,803
13,172
Investments, fixed maturities
678,834
709,353
Investments, other
328,314
347,537
Deferred policy acquisition costs, net
69,219
76,939
Other assets
84,980
65,071
Related party assets
310,205
304,446
$
1,846,385
$
1,923,800
Property, plant and equipment, at cost:
Land
151,012
158,594
Buildings and improvements
681,162
874,985
Furniture and equipment
296,046
293,115
Rental trailers and other rental equipment
186,079
159,586
Rental trucks
1,279,915
1,219,002
SAC Holdings II - property, plant and equipment
78,533
78,363
2,672,747
2,783,645
Less: Accumulated depreciation
(1,344,908
)
(1,331,840
)
Property, plant and equipment, net
1,327,839
1,451,805
Total assets
$
3,174,224
$
3,375,605
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses
$
253,195
$
244,570
Capital leases
-
99,609
AMERCO's notes and loans payable
696,896
862,697
SAC Holdings' notes and loans payable, non-recourse to AMERCO
78,101
78,637
Policy benefits and losses, claims and loss expenses payable
788,641
813,738
Liabilities from investment contracts
528,169
574,745
Other policyholders' funds and liabilities
18,173
28,732
Deferred income
51,119
51,383
Deferred income taxes
106,223
63,800
Related party liabilities
70,175
53,848
Total liabilities
$
2,590,692
$
2,871,759
Commitments and contingent liabilities (Notes 5 and 9)
Stockholders' equity:
Series preferred stock, with or without par value:
Series A preferred stock, with no par value
$
-
$
-
Series B preferred stock, with no par value
-
-
Series common stock, with or without par value:
Series A common stock of $0.25 par value
929
1,416
Common stock of $0.25 par value
9,568
9,081
Additional paid in-capital
349,732
349,732
Accumulated other comprehensive loss
(33,184
)
(21,446
)
Retained earnings
686,177
595,181
Cost of common shares in treasury, net
(418,092
)
(418,092
)
Unearned employee stockownership plan shares
(11,598
)
(12,026
)
Total stockholders' equity
583,532
503,846
Total liabilities and stockholders' equity
$
3,174,224
$
3,375,605
The accompanying notes are an integral part of these condensed consolidating financial statements.
AMERCO AND CONSOLIDATED ENTITIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Quarter Ended September 30,
Six Months Ended - September 30,
2004
2003
2004
2003
(Unaudited)
(In thousands except per share amounts)
Revenues:
Rental revenue
$
469,320
$
482,972
$
895,952
$
918,014
Net sales
57,817
65,627
119,063
134,836
Premiums
39,072
67,480
82,134
131,936
Net investment and interest income
12,339
11,378
32,110
22,787
Total revenues
578,548
627,457
1,129,259
1,207,573
Costs and expenses:
Operating expenses
288,447
305,324
560,659
600,317
Restructuring expenses
-
2,124
-
4,414
Commission expenses
51,908
44,802
98,821
84,996
Cost of sales
28,516
30,896
56,256
63,115
Benefits and losses
31,454
65,446
65,591
118,845
Amortization of deferred policy acquisition costs
7,778
8,759
17,736
17,859
Lease expense
36,348
34,191
76,883
68,514
Depreciation, net
29,904
36,925
57,932
74,963
Total costs and expenses
474,355
528,467
933,878
1,033,023
Earnings from operations
104,193
98,990
195,381
174,550
Interest expense
18,060
30,773
37,064
61,671
Pretax earnings
86,133
68,217
158,317
112,879
Income tax expense
(33,074
)
(24,192
)
(60,839
)
(41,118
)
Net earnings
$
53,059
$
44,025
$
97,478
$
71,761
Less: Preferred stock dividends
(3,241
)
(3,241
)
(6,482
)
(6,482
)
Earnings available to common shareholders
$
49,818
$
40,784
$
90,996
$
65,279
Basic and diluted earnings per common share
$
2.39
$
1.97
$
4.38
$
3.15
Weighted average common shares outstanding
20,801,525
20,744,692
20,794,766
20,738,389
The accompanying notes are an integral part of these condensed consolidating financial statements.
2
AMERCO AND CONSOLIDATED ENTITIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Quarter Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Comprehensive income:
Net earnings
$
53,059
$
44,025
Changes in other comprehensive income, net of taxes:
Foreign currency translation
2,010
(4,377
)
Unrealized gain/(loss) on investments
(12,796
)
15,774
Fair market value of interest rate hedge
(1,668
)
-
Total comprehensive income
$
40,605
$
55,422
The accompanying notes are an integral part of these condensed consolidating financial statements.
Six Months Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Comprehensive income:
Net earnings
$
97,478
$
71,761
Changes in other comprehensive income, net of taxes:
Foreign currency translation
(217
)
1,374
Unrealized gain/(loss) on investments
(9,853
)
25,861
Fair market value of interest rate hedge
(1,668
)
-
Total comprehensive income
$
85,740
$
98,996
The accompanying notes are an integral part of these condensed consolidating financial statements.
3
AMERCO AND CONSOLIDATED ENTITIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Cash flow from operating activities:
Earnings available to common shareholders
$
90,996
$
65,279
Depreciation
56,455
69,674
Amortization of deferred policy acquisition costs
19,293
16,737
Provision for losses on accounts receivable
102
686
Net loss on sale of real and personal property
1,477
5,289
(Gain) on sale of investments
(198
)
(2,317
)
Reductions in policy liabilities and accruals
(13,170
)
(18,194
)
Capitalizations of deferred policy acquisition costs
(6,732
)
(11,765
)
Net reduction in other operating assets and liabilities
19,841
5,194
Net cash provided by operating activities
$
168,064
$
130,583
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment
(161,693
)
(102,295
)
Fixed maturities
(60,023
)
(24,144
)
Common Stock
(6,766
)
-
Proceeds from sale(purchase) of investments:
Property, plant and equipment
220,848
19,091
Fixed maturities
74,929
128,499
Preferred stock
2,708
11,380
Real estate
1,722
(22,860
)
Mortgage loans
1,913
10,114
Changes in other investments
45,862
(56,321
)
Net cash provided by (used in) investing activities
$
119,500
$
(36,536
)
Cash flows from financing activities:
Borrowings from Credit Facilities
$
14,385
$
50,000
Leveraged Employee Stock Ownership Plan:
Purchase of shares
428
375
Principal Repayments on Credit Facilities
(181,076
)
(54,681
)
Pay off of capital leases
(99,609
)
-
Dividends paid
(9,723
)
-
Investment contract deposits
13,427
34,422
Investment contract withdrawals
(61,194
)
(39,375
)
Net cash used in financing activities
$
(323,362
)
$
(9,259
)
Increase (decrease) in cash equivalents
$
(35,798
)
$
84,788
Cash and cash equivalents at the beginning of period
81,557
66,834
Cash and cash equivalents at the end of period
$
45,759
$
151,622
The accompanying notes are an integral part of these condensed consolidating financial statements.
4
1.
Basis of Presentation
The second fiscal quarter for AMERCO ends the 30
th
of September for each year that is referenced. Our insurance company subsidiaries have a second quarter that ends on the 30
th
of June for each year that is referenced. They have been consolidated on that basis. Consequently, all references to our insurance subsidiaries years 2004 and 2003 correspond to the Companys fiscal years 2005 and 2004.
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.
2.
Principals of Consolidation and Organization
Principles of Consolidation
The consolidated financial statements for the second quarter and the first six months of fiscal year 2005 and the balance sheet as of March 31, 2004 include the accounts of AMERCO, its wholly owned subsidiaries and SAC Holding II Corporation and its subsidiaries. The balance sheet and the statements of operations, comprehensive income, and cash flows for the second quarter and the first six months of fiscal year 2004 include all of the abovementioned entities plus SAC Holding Corporation and its subsidiaries.
SAC Holding Corporation and SAC Holding II Corporation and their subsidiaries (the "SAC entities") were considered special purpose entities. During the first three quarters of fiscal year 2004, the SAC entities were consolidated based on the provisions of Emerging Issues Task Force (EITF) Issue No. 90-15. During the fourth quarter of fiscal year 2004, the Company applied FASB Interpretation No. 46(R) to its interest in the SAC entities and determined that SAC Holding Corporation should no longer be consolidated with the Companys financial statements. Accordingly, during the fourth quarter of fiscal year 2004 the Company deconsolidated those entities. The deconsolidation was accounted for as a distribution of the Companys interests to the SAC entities. Because of the Companys continuing involvement wi th SAC Holding Corporation and its subsidiaries, the distributions do not qualify as discontinued operations as defined by SFAS No. 144.
The condensed consolidated balance sheet as of September 30, 2004 and the related condensed consolidated statements of operations, comprehensive income, and cash flow for the quarter and the first six months ended September 30, 2004 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. Inter-company accounts and transactions have been eliminated. Certain reclassifications have been made to the 2004 financial statements to conform to the 2005 presentation.
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" refers to AMERCO and its legal subsidiaries.
5
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004 (Unaudited), March 31, 2004, and September 30, 2003 (Unaudited)
Description of Operating Segments
AMERCO has three reportable segments and five identifiable segments. The three reportable segments are Moving and Self-Storage, Property and Casualty Insurance and Life Insurance. U-Haul moving and storage, Real Estate, and SAC moving and storage, are listed under Moving and Self-Storage, since they meet the aggregation criteria of FASB 131.
U-Haul moving and self-storage operations consist of the rental of trucks, trailers and self-storage spaces and sales of moving supplies, trailer hitches and propane to the "do-it-yourself" mover. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
Real Estate owns approximately 90 percent of the Companys real estate assets, including U-Haul Centers and Storage locations. The remaining real estate assets of the Company are owned by other subsidiaries. Real Estate is responsible for overseeing major property repairs, dispositions and managing the environmental risks of the properties.
SAC moving and self-storage operations consist of the rental of self-storage spaces and sales of moving supplies, trailer hitches and propane. In addition, SAC functions as an independent moving equipment rental dealer and earns commissions from the rental of U-Haul trucks and trailers. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
Republic Western Insurance Company (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.
Oxford Life Insurance Company (Oxford) originates and reinsures annuities; credit life and disability; single premium whole life, group life and disability coverage; and Medicare supplement insurance. Oxford also administers the self-insured employee health and dental plans for the Company.
3. Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with the accounting principles generally accepted in the U.S. requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require managements most difficult and subjective judgments include the principals of consolidation, the recoverability of property, plant and equipment; the adequacy of insurance reserves; and the valuation of investments. The future results actually experienced by the Company may differ from managements estimates.
Cash and Cash Equivalents
The Company considers cash equivalents to be highly liquid debt securities with insignificant interest rate risk with original maturities from the date of purchase of three months or less.
Investments
Fixed Maturities.
Fixed maturity investments consist of either marketable debt or redeemable preferred stocks. As of the balance sheet date, these investments are either intended to be held to maturity or are considered available-for-sale.
Held-to-Maturity.
Investments that are intended to be held-to-maturity are recorded at cost, as adjusted for the amortization of premiums or the accretion of discounts.
Available-for-Sale.
Investments that are considered available-for-sale are reported at fair value, with unrealized gains or losses, net of tax, recorded in
stockholders equity. Fair value for these investments is based on quoted market prices, dealer quotes or discounted cash flows. The cost of investments sold is based on the specific identification method. Realized gains or losses on the sale or exchange of investments and declines in value judged to be other than temporary are recorded as revenues. Investments are ju dged to be impaired if the fair value is less than cost continuously for six months, absent compelling evidence to the contrary.
6
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
Mortgage Loans and Notes on Real Estate.
Mortgage loans and notes on real estate are reported at their unpaid balance, net of any allowance for possible losses and any unamortized premium or discount.
Recognition of Investment Income.
Interest income from bonds and mortgage notes is recognized when it becomes earned. Dividends on common and preferred stocks are recognized on the ex-dividend dates. Realized gains and losses on the sale or exchange of investments are recognized at the trade date. Unrealized gains and losses are determined as of each balance sheet date.
Fair Values
Fair values of cash equivalents approximate cost due to the short period of time to maturity. Fair values of short-term investments, investments available-for-sale, long-term investments, mortgage loans and notes on real estate, swaps and forward currency contracts are based on quoted market prices, dealer quotes or discounted cash flows. Fair values of trade receivables approximate their recorded value.
Limited credit risk exists on trade receivables due to the diversity of our customer base and their dispersion across broad geographic markets. The Companys financial instruments that are exposed to concentrations of credit risk consist primarily of temporary cash investments, trade receivables and notes receivable. The Company places its temporary cash investments with financial institutions and limits the amount of credit exposure to any one financial institution.
The Company has mortgage receivables, which potentially expose the Company to credit risk. The portfolio of notes is principally collateralized by mini-warehouse storage facilities and other residential and commercial properties. The Company has not experienced losses related to the notes from individual notes or groups of notes in any particular industry or geographic area. The estimated fair values were determined using the discounted cash flow method, using interest rates currently offered for similar loans to borrowers with similar credit ratings.
Other investments, including short-term investments, are substantially current or bear reasonable interest rates. As a result, the carrying values of these financial instruments approximate fair value. The carrying value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair market value due to its recent issuance.
Derivative Financial Instruments
The Companys primary objective for holding derivative financial instruments is to manage currency and interest rate risk. The Companys derivative instruments are recorded at fair value under SFAS No. 133 and are included in prepaid expenses.
The Company used derivative financial instruments to reduce its exposure to interest rate volatility. During May 2004, the Company entered into two (2) separate interest rate cap agreements on its $350 million amortizing term loan with notional value of $200 million for a two-year term and $50 million for a three-year term. These agreements cap the LIBOR component on the $250 million notional value at 3.0% throughout the life of the cap. At September 30, 2004, the Company had $348.3 million of variable rate debt.
7
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
Inventories, net
Inventories consist primarily of truck and trailer parts and accessories used to repair rental equipment and products purchased directly for resale. Inventories are valued at the lower of cost or market. Inventory cost is primarily determined using the last-in, first-out method. Inventories valued on the LIFO basis were approximately 89% of total inventories as of September 30, 2004 and 93% of total inventories as of March 31, 2004. Inventories would have been $3.2
million higher at both September 30, 2004 and March 31 2004, if the Company valued inventories using the first-in, first-out method. Inventories are stat ed net of reserves for obsolescence of $2.5 million at both September 30, 2004 and March 31, 2004.
Property, Plant and Equipment
Property, plant and equipment is stated at cost. Interest cost incurred during the initial construction of buildings and 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, 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. During the first quarter of fiscal year 2005, the Company lowered its estimates for residual values on rental trucks purchased off TRAC leases from 25% of the original cost to 20%. In determining the depreciation rate, historical disposal experience, holding periods and trends in the market for vehicles are reviewed. Since this change in estimated residual values will be applied prospectively we do not anticipate any significant increases in depreciation expense for the current fiscal year.
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 the cost 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 the remaining cost of assets is determined to be recoverable, but the useful lives are shorter or longer than originally estimated, the net book value of the assets is depreciated over the newly determined remaining useful lives.
The carrying value of surplus real estate, which is lower than market value, at the balance sheet date was $12.5 million for September 30, 2004 and $10.1 million for March 31, 2004, respectively, and is included with investments, other. During the second quarter Real Estate reclassified certain assets held for investment purposes. The reclassification of $11.2 million is reflected as a decrease in Property, Plant, and Equipment and an increase in Investments Other on our balance sheet.
Receivables
Accounts receivable include trade accounts from moving and self storage customers and dealers, insurance premiums and agent balances due, net of commissions payable and amounts due from ceding re-insurers, less managements estimate of uncollectible accounts.
Notes and mortgage receivables include accrued interest and are reduced by discounts and amounts considered by management to be uncollectible.
Policy Benefits and Losses, Claims and Loss Expenses Payable
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 values. 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.
8
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
Liabilities for reported and unreported losses are based on RepWests historical experience and industry averages. The liability for unpaid loss adjustment expenses is based on historical ratios of loss adjustment expenses paid to losses paid. Amounts recoverable from re-insurers on unpaid losses are estimated in a manner consistent with the claim liability associated with the reinsured policy. Adjustments to the liability for unpaid losses and loss expenses, as well as amounts recoverable from re-insurers on unpaid losses, are charged or credited to expense in the periods in which they are made.
Revenue Recognition
Rental revenue is recognized for the period that trucks and moving equipment are rented. Storage space revenue is recognized based on the numbers of storage contract days earned. Product sales are recognized at the time that title passes and the customer accepts delivery. Insurance premiums are recognized over the policy periods. Interest and investment income are recognized as earned.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $7.5 million in the second quarter of fiscal year 2005 and $9.2 million in the second quarter of fiscal year 2004. Advertising expense was $14.8 million for the first six months of fiscal year 2005 and $17.4 million for the first six months of fiscal year 2004
Deferred Policy Acquisition Costs
Commissions and other costs which fluctuate with, and are primarily related to, the production of future insurance premiums, are deferred. For Oxford, these costs are amortized in relation to revenue such that costs are realized as a constant percentage of revenue. For RepWest, these costs are amortized over the related contract period which generally does not exceed one year.
Environmental Costs
Liabilities are recorded when environmental assessments and remedial efforts, if applicable, are probable and the costs can be reasonably estimated. The amount of the liability is based on managements best estimate of undiscounted future costs. Certain recoverable environmental costs related to the removal of underground storage tanks or related contamination are capitalized and amortized over the estimated useful lives of the properties. These costs improve the safety or efficiency of the property or are incurred in preparing the property for sale.
Income Taxes
AMERCO files a consolidated tax return with all of its legal subsidiaries, except for Christian Fidelity Insurance Company, which files on a stand alone basis. SAC Holdings and its legal subsidiaries file a consolidated return, and their return is not consolidated with AMERCO. In accordance with SFAS No. 109, the provision for income taxes reflects deferred income taxes resulting primarily from changes in temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements.
Comprehensive Income/(Loss)
Comprehensive income/(loss) consists of net income, foreign currency translation adjustments, unrealized gains and losses on investments and fair market values of interest rate hedges, net of the related tax effects.
4. Earnings per Share
Net income for purposes of computing earnings per common share is net income minus preferred stock dividends. Preferred stock dividends include accrued dividends of AMERCO.
9
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
The shares used in the computation of the Companys basic and diluted earnings per common share were as follows:
Quarter Ended September 30,
2004
2003
Basic and diluted earnings per common share
$
2.39
$
1.97
Weighted average common shares outstanding
Basic and diluted :
20,801,525
20,744,692
Six Months Ended September 30,
2004
2003
Basic and diluted earnings per common share
$
4.38
$
3.15
Weighted average common shares outstanding
Basic and diluted :
20,794,766
20,738,389
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 as of September 30, 2004 and September 30, 2003, respectively.
6,100,000 shares of preferred stock have been excluded from the weighted average shares outstanding calculation because they are not common stock equivalents.
5.
Borrowings
Long-Term Debt
Long-term debt consisted of the following:
September 30,
March 31,
2004
2004
(Unaudited)
(In thousands)
Revolving credit facility, senior secured first lien
$
-
$
164,051
Senior amortizing notes, secured, first lien, due 2009
348,250
350,000
Senior notes, secured second lien, 9.0% interest rate, due 2009
200,000
200,000
Senior subordinated notes, secured, 12.0% interest rate, due 2011
148,646
148,646
Total AMERCO notes and loans payable
$
696,896
$
862,697
First Lien Senior Secured Notes
The Company has a First Lien Senior Secured credit facility, due 2009 in the amount of $550 million, with a banking syndicate led and arranged by Wells Fargo Foothill, a part of Wells Fargo & Company (the "Senior Secured Facility"). These senior notes consist of two components, a $200 million revolving credit facility (including a $50 million letter of credit sub-facility) and a $350 million amortizing term loan.
10
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
The $350 million amortizing term loan requires monthly principal payments of $291,667 and periodic interest payments, with the balance due on maturity in 2009. The interest rate per the provisions of the term loan agreement is defined as the 3-month London Inter Bank Offer Rate ("LIBOR"), plus 4.0%, the sum of which at September 30, 2004 was 5.84%. Advances under the revolving credit facility are based on a borrowing base formula which is based on a percentage of the value of our eligible real estate. At September 30, 2004, there were no outstanding advances under the revolving credit facility $200.0 million was available to borrow. The interest rate per the provisions of the revolving credit facility agreement is defined as the prime rate ("Prime") plus 1.5%, the sum of which at September 30, 2004 was 6.25%. T he Senior Secured Facility is secured by a first priority position in substantially all of the assets of AMERCO and its subsidiaries, except for our notes receivable from SAC Holdings, certain real estate held for sale, the capital stock of our insurance subsidiaries, real property previously mortgaged to Oxford, vehicles subject to certain lease financing arrangements, proceeds in excess of $50 million associated with the settlement, judgment or recovery related to our litigation against PricewaterhouseCoopers (after deduction of attorneys fees and costs and taxes payable with respect to such proceeds).
9.0% Second Lien Senior Secured Notes
The Company issued and has outstanding $200 million aggregate principal amount of 9.0% Second Lien Senior Secured Notes due 2009. These senior notes are secured by a second priority position in the same collateral which secures our obligations under the First Lien Senior Secured Notes. No principal payments are due on the Second Lien Senior Secured Notes until maturity.
Senior Subordinated Notes
The Company issued and has outstanding $148.6 million aggregate principal amount of 12.0% senior subordinated notes due 2011 (the "Senior Subordinated Notes"). No principal payments are due on the Senior Subordinated Notes until maturity. These senior notes, which are subordinated to all of the senior indebtedness of AMERCO (including the First Lien Senior Secured Notes and the Second Lien Senior Secured Notes, both due 2009), are secured by certain assets of AMERCO, including the capital stock of our life insurance subsidiary (Oxford Life Insurance Company), certain real estate held for sale, 75% of the net proceeds in excess of $50 million associated with the settlement, judgment or recovery related to our litigation against PricewaterhouseCoopers (after deduction of attorneys fees and costs and taxes p ayable with respect to such proceeds), and payments from notes receivable from SAC Holdings having an aggregate outstanding principal balance at September 30, 2004 of $203.8 million.
Restrictive Covenants
Under the abovementioned loan agreements, we are required to comply with a number of affirmative and negative covenants. These covenants apply to the obligors, and provide that, among other things:
·
On a quarterly basis, the obligors cannot allow EBITDA minus capital expenditures (as defined) to fall below specified levels.
·
The obligors are restricted in the amount of capital expenditures that can be made in any fiscal year.
·
The obligors ability to incur additional indebtedness is restricted.
11
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
·
The obligors ability to create, incur, assume, or permit to exist any lien on or against any of the secured assets is restricted.
·
The obligors ability to convey, sell, lease, assign, transfer or otherwise dispose of any of the secured assets is restricted.
·
The obligors cannot enter into any merger, consolidation, reorganization, or recapitalization (subject to exceptions), and we cannot liquidate, wind up or dissolve any subsidiary that is a borrower under the abovementioned loan agreements, unless the assets of the dissolved entity are transferred to another subsidiary that is a borrower under the abovementioned loan agreements and certain other conditions are met.
·
The obligors ability to guarantee the obligations of our insurance subsidiaries or any third party is restricted.
·
The obligors ability to prepay, redeem, defease, purchase or otherwise acquire any of our indebtedness or any indebtedness of a subsidiary that is a borrower under the abovementioned loan agreements is restricted.
As of September 30, 2004 the Company was in compliance with the abovementioned covenants.
12
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
Annual Maturities of AMERCO Consolidated Notes and Loans Payable
The annual maturity of AMERCO Consolidated long-term debt as of September 30, 2004 for the next five years and thereafter is as follows:
Fiscal Years Ending
(In thousands)
2005
2006
2007
2008
2009
Thereafter
Notes payable, secured
$
3,500
3,500
3,500
3,500
534,250
148,646
SAC Holding II Corporation Notes and Loans Payable to Third Parties
SAC Entities notes and loans payable consisted of the following:
September 30,
2004
March 31,
2004
(Unaudited)
(In thousands)
Notes payable, secured, bearing interest rates ranging from
7.87% to 9.00%, due 2027
$
78,101
$
78,637
13
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
6. Interest on Borrowings
Interest expense was as follows:
Quarter Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Interest expense
$
14,778
$
20,345
Amortization of transaction costs
863
169
Interest expense resulting from SWAP/CAP agreements
845
-
Total AMERCO interest expense
$
16,486
$
20,514
SAC Holdings' interest expense
3,968
20,414
Less: Intercompany transactions
2,394
10,155
Total SAC Holdings' interest expense
1,574
10,259
Consolidated interest expense
$
18,060
$
30,773
Six Months Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Interest expense
31,342
39,528
Amortization of transaction costs
1,596
374
Interest expense resulting from SWAP/CAP agreements
992
-
Default interest
-
715
Total AMERCO interest expense
$
33,930
$
40,617
SAC Holdings' interest expense
7,231
41,221
Less: Intercompany transactions
4,097
20,167
Total SAC Holdings' interest expense
3,134
21,054
Consolidated interest expense
$
37,064
$
61,671
Interest paid in cash by AMERCO amounted to $13.5 million and $7.8 million for the second quarters of fiscal year 2005 and fiscal year 2004, respectively.
Interest paid in cash by AMERCO amounted to $28.8 million and $30.6 million for the six months ended September 30, 2004 and 2003, respectively.
14
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
Interest rates and company borrowings were as follows:
Revolving Credit Activity
September 30,
2004
March 31,
2004
AMERCO
(In thousands, except interest rates)
Weighted average interest rate during the first six months/year
5.50
%
6.75
%
Interest rate at the end of the second fiscal quarter/year
5.84
%
5.50
%
Maximum amount outstanding during the quarter/year
$
33,039
$
205,000
Average amount outstanding during the quarter/year
$
14,340
$
174,267
Facility fees
$
-
$
1,333
7. Comprehensive Income
The components of accumulated other comprehensive income/(loss), net of tax, were as follows:
September 30,
2004
March 31,
2004
(In thousands)
Accumulated foreign currency translation
$
(35,131
)
$
(34,914
)
Accumulated unrealized gain or (loss) on investments
3,615
13,468
Accumulated FV of Interest Rate Hedge
(1,668
)
-
$
(33,184
)
$
(21,446
)
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 Interest Rate Hedge
Accumulated Other Comprehensive Income/(Loss)
Balance at March 31, 2004
$
(34,914
)
$
13,468
$
-
$
(21,446
)
Foreign currency translation
(217
)
-
-
(217
)
Unrealized gain/(loss) on investments
-
(9,853
)
-
(9,853
)
Fair market value of interest rate hedge
-
-
(1,668
)
(1,668
)
Balance at September 30, 2004
$
(35,131
)
$
3,615
$
(1,668
)
$
(33,184
)
15
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
8. Reinsurance
During their normal course of business, our insurance subsidiaries assume and cede reinsurance on both a coinsurance and a risk premium basis. They also obtain reinsurance for that portion of risks exceeding their retention limits. The maximum amount of life insurance retained on any one life is $150,000.
Direct
Amount (a)
Ceded to
Other
Companies
Assumed
from Other
Companies
Net
Amount (a)
Percentage of
Amount
Assumed to Net
(Unaudited)
(In thousands)
June 30, 2004
Life insurance in force
$
1,427,735
249,175
1,944,703
3,123,263
62
%
Premiums earned:
Life
$
5,909
3,792
6,232
8,349
75
%
Accident and health
49,810
3,790
8,243
54,263
15
%
Annuity
1,255
1,427
2,682
53
%
Property and casualty
17,008
3,576
3,408
16,840
20
%
Total
$
73,982
11,158
19,310
82,134
24
%
Direct
Amount (a)
Ceded to
Other
Companies
Assumed
from Other
Companies
Net
Amount (a)
Percentage of
Amount
Assumed to Net
(Unaudited)
(In thousands)
June 30, 2003
Life insurance in force
$
1,719,979
752,501
2,343,287
3,310,765
71
%
Premiums earned:
Life
$
10,908
5,429
7,727
13,206
59
%
Accident and health
54,946
5,912
10,650
59,684
18
%
Annuity
1,067
-
1,110
2,177
51
%
Property and casualty
65,441
23,161
14,589
56,869
26
%
Total
$
132,362
34,502
34,076
131,936
26
%
(a)
Balances are reported net of inter-segment transactions.
Premiums eliminated in consolidation were as follows:
RepWest
Oxford
(Unaudited)
(In thousands)
Six months ended June 30, 2004
$
-
$
743
Six months ended June 30, 2003
$
1,272
$
1,358
16
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
9. Contingent Liabilities and Commitments
The Company leases a portion of its rental equipment and certain of its facilities under operating leases with terms that expire at various dates substantially through 2034. At September 30, 2004, AMERCO has guaranteed $178.5 million of residual values for these assets at the end of the respective lease terms. Certain leases contain renewal and fair market value purchase options as well as mileage and other restrictions. At the expiration of the lease, the Company has the option to renew the lease, purchase the asset for fair market value, or sell the asset to a third party on behalf of the lessor. AMERCO has been leasing equipment since 1987 and has experienced no material losses relating to these types of residual value guarantees.
Lease commitments for leases having terms of more than one year as of September 30, 2004, were as follows:
Property
Plant and
Equipment
Rental
Fleet
Total
(In thousands)
Year-ending:
2005
$
11,093
$
109,626
$
120,719
2006
10,919
88,482
99,401
2007
10,689
56,664
67,353
2008
10,519
18,587
29,106
2009
10,212
8,627
18,839
Thereafter
48,354
4,125
52,479
Total
$
101,786
$
286,111
$
387,897
W. P. Carey Transaction
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 "synthetic leases"). Title to the real property subject to these leases was held in the name of off balance sheet special purpose entities. As of March 31, 2003, we had obligations outstanding of $254 million under these synthetic leases, of which $117 million represented properties qualifying as operating leases and $137 million represented properties qualifying as capital leases.
As part of our overall Chapter 11 plan of reorganization, these leases were amended and restated on March 15, 2004. As a result, we paid down approximately $31 million of lease obligations and entered into a lease 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. The amended and restated terms of the synthetic lease caused it to become a capital lease. Consequently, we capitalized these leased properties as an asset and reported the corresponding lease obligation as a liability at March 31, 2004.
On April 30, 2004, the amended and restated leases were terminated, the properties underlying these leases were sold to, W.P. Carey (UH Storage DE). 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-Hauls 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 from W.P. Carey (UH Storage DE) to Mercury Partners, LP ("Mercury") pursuant to a 20 year lease. These events are referred to as the "W.P. Carey Transaction." As a result of the W.P. Carey Transaction, we no longer have a capital lease related to these properties. The terms of the W.P. Carey Transaction provide for us to be reimbursed for c apital improvements we previously made to these properties, subject to conditions, which we expect will occur over approximately the next 18 months.
17
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
As part of the W.P. Carey Transaction, U-Haul entered into arrangements to manage these properties (including the properties leased by Mercury Partners). These management arrangements allow us to continue to operate the properties as part of the U-Haul moving and self-storage system.
U-Hauls annual lease payments under the new lease are approximately $10 million per year, with 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 Transaction, we made a $5 million security deposit, which will be refunded to us at the end of the lease term. We also made a deposit as part of the W.P. Carey Transaction totaling approximately $23 million, which is to be refunded to us at the earlier of attainment by the properties of certain earn-out milestones, or the end of the lease term.
The property management agreement we entered into with Mercury provides that Mercury will pay U-Haul a fee equal to 4% of the gross self-storage rental revenues generated by the properties, plus a bonus of up to 6% of gross self-storage rental revenues based on specified performance levels. During the first six months of fiscal year 2005, U-Haul earned $0.6 million in management fees from Mercury.
10. Contingencies
Kocher
On July 20, 2000, Charles Kocher (Kocher) filed suit in Wetzel County, West Virginia, Civil Action No. 00-C-51-K, entitled Charles Kocher v. Oxford Life Insurance Co. (Oxford) seeking compensatory and punitive damages for breach of contract, bad faith and unfair claims settlement practices arising from an alleged failure of Oxford to properly and timely pay a claim under a disability and dismemberment policy. On March 22, 2002, the jury returned a verdict of $5 million in compensatory damages and $34 million in punitive damages. On November 5, 2002, the trial court entered an Order (Order) affirming the $39 million jury verdict and denying Oxfords motion for New Trial Or, in The Alternative, Remittitur. On January 27, 2004, the matter was argued before the West Virginia Supreme Court and taken under advisement. On June 17, 2004 the West Virginia Supreme Court reversed and vacated the punitive damages award and remanded the case for a new trial on punitive damages. The trial judge has set an April 28, 2005 trial date. The Company has accrued $725,000, which represents managements best estimate of the costs associated with legal fees to appeal and re-try the case. The Company has notified its Errors & Omissions carrier of the West Virginia Supreme Courts ruling. The E&O carrier is disputing coverage.
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 com plaint 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. The court c onsolidated all five complaints before dismissing them on May 28, 2003. Plaintiffs appealed and the appeal is before the Nevada Supreme Court. The parties are briefing the issues. These lawsuits falsely 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.
18
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
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 that AMERCO engaged in transactions with SAC entities that falsely improved AMERCOs 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. The action is in a very early stage. Management intends to defend these cases vigorously.
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. On January 7, 2003, the Company received the first of several subpoenas issued by the SEC to the Company. SAC Holdings, the Companys current and former auditors and others have also received subpoenas relating to this matter. The Company is cooperating with the SEC and is facilitating the expeditious review of its financial statements and any other issues that may arise. The Company has produced a substantial number of documents to the SEC and continues to respond to requests for additional documents and to provide witnesses for testimony. We cannot predict when the investigation will be completed or its outcome.
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 Estates 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. Under this program we have spent approximately $44 million.
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 AMERCOs financial position or operating results.
11. 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 consolidating 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 arms-length transactions.
A brother of an executive officer is employed by U-Haul Business Consultants Inc., a subsidiary of U-Haul International.
19
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
During the second quarter of fiscal year 2005, a subsidiary of the Company held various 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 $3.7 million and $8.1 million, from SAC Holdings during the second quarter and first six months of fiscal year 2005, respectively. The largest aggregate amount of notes receivable outstanding during the second quarter of fiscal year 2005 and the aggregate notes receivable balance a t September 30, 2004 was $203.8 million. 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 additi on, 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 by SAC Holdings, Mercury, 4 SAC, 5 SAC and 19 SAC 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 $7.5 million for the six months ended September 30, 2004. This management fee is consistent with the fees received for other properties the Company manages for third parties.
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.
For the six months ended September 30, 2004, the Company leased space for marketing company offices, vehicle repair shops and hitch installation centers owned by subsidiaries of SAC Holdings. Total lease payments pursuant to such leases were
$1.3 million. 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 September 30, 2004, subsidiaries of SAC Holdings, 4 SAC, 5 SAC and 19 SAC acted as U-Haul independent dealers. The financial and other terms of the dealership contracts with subsidiaries of SAC Holdings are substantially identical to the terms of those with the Companys other independent dealers. For the six months ended September 30, 2004, the Company paid the above mentioned entities $18.7
million 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 Companys outstanding loans to SAC Holdings entitle the Company to participate in SAC Holdings excess cash flows (after senior debt service). However, in connection with SAC Holdings issuance of the New SAC Holdings Notes to AMERCOs creditors in AMERCOs Chapter 11 proceeding, certain SAC Holdings notes payable to the Company were eliminated, thereby extinguishing the participation in certain SAC entity excess cash flows.
Management believes that its sales of self-storage properties to SAC Holdings in the past provided a unique structure for the Company to earn rental revenues from the SAC Holdings self-storage properties that the Company manages and to participate in SAC Holdings excess cash flows as described above. No real estate transactions with SAC Holdings that involve the Company or its subsidiaries are expected in the foreseeable future.
20
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
Independent fleet owners own approximately 4% of all U-Haul rental trailers and 0.01% of certain other rental equipment. There are approximately 1,290 independent fleet owners, including certain officers, directors, employees and stockholders of AMERCO. Such AMERCO officers, directors, employees and stockholders owned less than 1% of all U-Haul rental trailers during the second quarter of fiscal years 2005 and 2004, 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).
On August 20, 2004, an exchange occurred between the Company and James P. Shoen. Mr. Shoen, transferred 1,946,314 shares of AMERCO Series A Common Stock, $0.25 par value, in exchange for 1,946,314 shares of AMERCO Common Stock, $0.25 par value. Mr. Shoen is a director, employee and significant shareholder of AMERCO. No gain or loss was recognized as a result of this transaction.
In February 1997, AMERCO, through its insurance subsidiaries, invested in the equity of Private Mini Storage Realty, L.P. (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 million and had a direct 24.9% interest and an indirect 10.8% interest. During 1997, Private Mini secured a $225 million line of credit with a financing institution, which was subsequently reduced in accordance with its terms to $125 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 debt covenants by Private Mini, AMERCO assumed responsibility to fulfill all obligations related to the credit facility. In 2003, t he support party obligation was bifurcated into two separate support party obligations; one consisting of a $55 million support obligation and one consisting of a $70 million support obligation.
At March 31, 2003, $55 million of AMERCOs support party obligations had been triggered. As part of AMERCOs bankruptcy reorganization, AMERCO satisfied the $55 million obligation by issuing notes to the Private Mini creditor, and we correspondingly increased our receivable from Private Mini by $55 million. Interest from Private Mini on this receivable is being recorded and received by AMERCO on a regular basis.
Under the terms of FIN 45, the remaining $70 million support part obligation is recognized by the Company as a liability. This resulted in AMERCO increasing Other Liabilities by $70 million and increasing our receivable from Private Mini by an additional $70 million.
12. Subsequent Event
RepWest experienced insurances losses associated with the recent hurricanes in the southeastern United States. These losses will be reflected in RepWests third and fourth quarter financial statements. The losses are estimated to be approximately $5 to $7 million on an after taxes basis.
13. Consolidating Financial Information by Industry Segment
AMERCO has three reportable segments represented by Moving and Self-Storage operations (U-Haul and Real Estate), Property and Casualty Insurance (RepWest) and Life Insurance (Oxford). SAC Holdings is part of the Moving and Self-Storage segment, but is not a part of the group obligated under the AMERCO debt agreement. Management tracks revenues separately, but does not report any separate measure of the profitability of rental vehicles, rentals of self-storage spaces and sales of products that are required to be classified as a separate operating segment and accordingly does not present these as separate segments.
The notes of the Company are fully and unconditionally guaranteed, jointly and severally, by all of AMERCOs legal subsidiaries, except for our insurance company subsidiaries and except for SAC Holdings. Footnote 13 includes condensed consolidating financial information which presents the Condensed Consolidating Balance Sheets as of September 30, 2004 and 2003 and the related Condensed Consolidating Statements of Earnings and Condensed Consolidating Cash Flow Statements for the first six months ended September 30, 2004 and 2003 for:
(a) AMERCO,
(b) the guarantor subsidiaries (comprised of AMERCO, U-Haul and Real Estate and each of their respective subsidiaries);
21
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
(c) the non guarantor subsidiaries (comprised of Oxford and RepWest and each of their respective subsidiaries); and
(d) SAC Holdings.
The information includes elimination entries necessary to consolidate AMERCO, the parent, with the guarantor and non-guarantor subsidiaries. Investments in subsidiaries are accounted for by the parent using the equity method of accounting. The guarantor and non-guarantor subsidiaries are presented on a combined basis. Deferred income taxes are shown as liabilities on the consolidating statements.
22
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
13.
Consolidating balance sheets by industry segment as of September 30, 2004 are as follows:
Obligated Group
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Obligated Group
Consolidated
Property and Casualty Insurance(a)
Life
Insurance(a)
Eliminations
AMERCO
Consolidated
SAC Moving and Storage Operations
Eliminations
Total Consolidated
(Unaudited)
Assets:
(Inthousands)
Cash and cash equivalents
$
16
$
34,478
$
983
$
-
$
35,477
$
4,998
$
4,590
$
-
$
45,065
$
694
$
-
$
45,759
Trade receivables, net
-
16,712
16,339
-
33,051
203,056
14,936
-
251,043
-
-
251,043
Notes and mortgage receivables, net
-
3,824
1,528
-
5,352
-
-
-
5,352
-
-
5,352
Inventories, net
-
54,774
-
-
54,774
-
-
-
54,774
1,102
-
55,876
Prepaid expenses
2,694
13,774
-
-
16,468
-
-
-
16,468
335
-
16,803
Investments, fixed maturities
-
-
-
-
-
121,041
557,793
-
678,834
-
-
678,834
Investments, other
-
1,387
11,167
-
12,554
140,995
174,765
-
328,314
-
-
328,314
Deferred policy acquisition costs, net
-
-
-
-
-
2,146
67,073
-
69,219
-
-
69,219
Other assets
21,775
53,132
1,776
-
76,683
2,516
876
-
80,075
4,905
-
84,980
Related party assets
547,124
615,920
12,626
(776,223
)
(d
)
399,447
100,942
32,515
(136,233
)
(d
)
396,671
-
(86,466
)
(d
)
310,205
571,609
794,001
44,419
(776,223
)
633,806
575,694
852,548
(136,233
)
1,925,815
7,036
(86,466
)
1,846,385
Investment in Subsidiaries
1,249,773
-
-
(966,068
)
(c
)
283,705
-
-
(283,705
)
(c
)
-
-
-
-
Investment in SAC
(12,350
)
-
-
-
(12,350
)
-
-
-
(12,350
)
-
12,350
(c
)
-
Total investment in subsidiaries
1,237,423
-
-
(966,068
)
271,355
-
-
(283,705
)
(12,350
)
-
12,350
-
Property, plant and equipment, at cost:
Land
-
20,845
130,167
-
151,012
-
-
-
151,012
-
-
151,012
Buildings and improvements
-
82,225
598,937
-
681,162
-
-
-
681,162
-
-
681,162
Furniture and equipment
413
277,761
17,872
-
296,046
-
-
-
296,046
-
-
296,046
Rental trailers and other rental equipment
-
186,079
-
-
186,079
-
-
-
186,079
-
-
186,079
Rental trucks
-
1,279,915
-
-
1,279,915
-
-
-
1,279,915
-
-
1,279,915
SAC Holdings - property, plant and equipment (b)
-
-
-
-
-
-
-
-
-
152,745
(74,212
)
(e
)
78,533
413
1,846,825
746,976
-
2,594,214
-
-
-
2,594,214
152,745
(74,212
)
2,672,747
Less: Accumulated depreciation
(364
)
(1,080,804
)
(266,226
)
-
(1,347,394
)
-
-
-
(1,347,394
)
(6,338
)
8,824
(e
)
(1,344,908
)
Total property, plant and equipment
49
766,021
480,750
-
1,246,820
-
-
-
1,246,820
146,407
(65,388
)
1,327,839
Total assets
$
1,809,081
$
1,560,022
$
525,169
$
(1,742,291
)
$
2,151,981
$
575,694
$
852,548
$
(419,938
)
$
3,160,285
$
153,443
$
(139,504
)
$
3,174,224
(a) Balances as of June 30, 2004
(b) Included in this caption is land of $56,959, buildings and improvements of $95,613, and furniture and equipment of $174
(c) Eliminate investment in subsidiaries
(d) Eliminate intercompany receivables and payables
(e) Eliminate gain on sale of property from U-Haul to SAC
23
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - C
ontinued
13.
Consolidating balance sheets by industry segment as of September 30, 2004 are as follows (continued):
Obligated Group
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Obligated Group
Consolidated
Property and Casualty Insurance(a)
Life
Insurance(a)
Eliminations
AMERCO
Consolidated
SAC Moving and Storage Operations
Eliminations
Total Consolidated
(Unaudited)
(In thousands)
Liabilities:
Accounts payable and accrued expenses
$
47,482
$
199,405
$
2,296
$
-
$
249,183
$
-
$
2,046
$
-
$
251,229
$
1,966
$
-
$
253,195
Capital leases
-
-
-
-
-
-
-
-
-
-
-
-
AMERCO's notes and loans payable
696,896
-
-
-
696,896
-
-
-
696,896
-
-
696,896
SAC Holdings' notes and loans payable
-
-
-
-
-
-
-
-
-
78,101
-
78,101
Policy benefits and losses,
claims and loss expenses payable
-
232,452
-
-
232,452
385,925
170,264
-
788,641
-
-
788,641
Liabilities from investment contracts
-
-
-
-
-
-
528,169
-
528,169
-
-
528,169
Other policyholders' funds and liabilities
-
-
-
-
-
8,771
9,402
-
18,173
-
-
18,173
Deferred income
-
21,026
2
-
21,028
15,229
14,279
-
50,536
583
-
51,119
Deferred income taxes
180,798
270,710
94,914
(365,624
)
(d
)
180,798
(10,372
)
761
(34,338
)
(d
)
136,849
(3,324
)
(27,302
)
(e
)
106,223
Other liabilities
-
-
-
-
-
-
-
-
-
-
-
-
Related party liabilities
250,689
125,626
184,290
(410,599
)
(d
)
150,006
8,853
11,210
(101,895
)
(d
)
68,174
88,467
(86,466
)
(d
)
70,175
Total liabilities
1,175,865
849,219
281,502
(776,223
)
1,530,363
408,406
736,131
(136,233
)
2,538,667
165,793
(113,768
)
2,590,692
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
)
(c
)
9,568
3,300
2,500
(5,800
)
(c
)
9,568
-
-
9,568
Additional paid in-capital
395,803
121,230
147,481
(268,711
)
(c
)
395,803
70,023
16,435
(86,458
)
(c
)
395,803
-
(46,071
)
(e
)
349,732
Accumulated other
comprehensive income/(loss)
(33,184
)
(35,131
)
-
35,131
(c
)
(33,184
)
4,911
(1,296
)
(3,615
)
(c
)
(33,184
)
-
-
(33,184
)
Retained earnings
678,192
635,762
96,185
(731,947
)
(c
)
678,192
89,054
98,778
(187,832
)
(c
)
678,192
(12,350
)
20,335
(c
)
686,177
Cost of common shares in treasury, net
(418,092
)
-
-
-
(418,092
)
-
-
-
(418,092
)
-
-
(418,092
)
Unearned employee stock
ownership plan shares
-
(11,598
)
-
-
(11,598
)
-
-
-
(11,598
)
-
-
(11,598
)
Total stockholders' equity
633,216
710,803
243,667
(966,068
)
621,618
167,288
116,417
(283,705
)
621,618
(12,350
)
(25,736
)
583,532
Total liabilities and stockholders' equity
$
1,809,081
$
1,560,022
$
525,169
$
(1,742,291
)
$
2,151,981
$
575,694
$
852,548
$
(419,938
)
$
3,160,285
$
153,443
$
(139,504
)
$
3,174,224
(a) Balances as of June 30, 2004
(b) Not used
(c) Eliminate investment in subsidiaries
(d) Eliminate intercompany receivables and payables
(e) Eliminate gain on sale of property from U-Haul to SAC
24
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C
ontinued)
13.
Consolidating balance sheets by industry segment as of March 31, 2004 are as follows:
Obligated Group
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real
Estate
Eliminations
Obligated Group
Consolidated
Property and Casualty Insurance(a)
Life
Insurance(a)
Eliminations
AMERCO
Consolidated
SAC Moving and Storage Operations
Eliminations
Total Consolidated
Assets:
(In thousands)
Cash and cash equivalents
$
-
$
64,717
$
661
$
-
$
65,378
$
-
$
15,168
$
-
$
80,546
$
1,011
$
-
$
81,557
Trade receivables, net
-
13,404
14,856
-
28,260
223,747
16,379
-
268,386
-
-
268,386
Notes and mortgage receivables, net
-
2,973
1,564
-
4,537
-
-
-
4,537
-
-
4,537
Inventories, net
-
51,922
-
-
51,922
-
-
-
51,922
880
-
52,802
Prepaid expenses
81
12,947
2
-
13,030
-
-
-
13,030
142
-
13,172
Investments, fixed maturities
-
-
-
-
-
148,903
560,450
-
709,353
-
-
709,353
Investments, other
-
-
-
-
-
143,163
204,374
-
347,537
-
-
347,537
Deferred policy acquisition costs, net
-
-
-
-
-
3,843
73,096
-
76,939
-
-
76,939
Other assets
26,001
26,762
2,989
-
55,752
3,686
1,000
-
60,438
4,633
-
65,071
Related party assets
531,458
397,406
13,300
(551,450
)
(d
)
390,714
104,543
50,187
(155,341
)
(d
)
390,103
-
(85,657
)
(d
)
304,446
557,540
570,131
33,372
(551,450
)
609,593
627,885
920,654
(155,341
)
2,002,791
6,666
(85,657
)
1,923,800
Investment in subsidiaries
1,137,579
-
-
(847,545
)
(c
)
290,034
-
-
(290,034
)
(c
)
-
-
-
-
Investment in SAC
(12,427
)
-
-
-
(12,427
)
-
-
-
(12,427
)
-
12,427
(c
)
-
Total investment in subsidiaries
1,125,152
-
-
(847,545
)
277,607
-
-
(290,034
)
(12,427
)
-
12,427
-
Property, plant and equipment, at cost:
Land
-
20,923
137,671
-
158,594
-
-
-
158,594
-
-
158,594
Buildings and improvements
-
271,223
603,762
-
874,985
-
-
-
874,985
-
-
874,985
Furniture and equipment
413
274,600
18,102
-
293,115
-
-
-
293,115
-
-
293,115
Rental trailers and other
rental equipment
-
159,586
-
-
159,586
-
-
-
159,586
-
-
159,586
Rental trucks
-
1,219,002
-
-
1,219,002
-
-
-
1,219,002
-
-
1,219,002
SAC Holdings - property,
plant and equipment (b)
-
-
-
-
-
-
-
-
-
152,575
(74,212
)
(e
)
78,363
413
1,945,334
759,535
-
2,705,282
-
-
-
2,705,282
152,575
(74,212
)
2,783,645
Less: Accumulated depreciation
(353
)
(1,069,605
)
(265,279
)
-
(1,335,237
)
-
-
-
(1,335,237
)
(5,147
)
8,544
(e
)
(1,331,840
)
Total property, plant and equipment
60
875,729
494,256
-
1,370,045
-
-
-
1,370,045
147,428
(65,668
)
1,451,805
Total assets
$
1,682,752
$
1,445,860
$
527,628
$
(1,398,995
)
$
2,257,245
$
627,885
$
920,654
$
(445,375
)
$
3,360,409
$
154,094
$
(138,898
)
$
3,375,605
(a) Balances as of December 31, 2003
(b) Included in this caption is land of $57,123, buildings and improvements of $95,326, and furniture and equipment of $126
(c) Eliminate investment in subsidiaries
(d) Eliminate intercompany receivables and payables
(e) Eliminate gain on sale of property from U-Haul to SAC
25
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C
ontinued)
13.
Consolidating balance sheets by industry segment as of March 31, 2004 are as follows (continued):
Obligated Group
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Obligated Group
Consolidated
Property and Casualty Insurance(a)
Life
Insurance(a)
Eliminations
AMERCO
Consolidated
SAC Moving and Storage Operations
Eliminations
Total Consolidated
(In thousands)
Liabilities:
Accounts payable
and accrued expenses
$
9,971
$
220,587
$
2,622
$
-
$
233,180
$
734
$
5,522
$
-
$
239,436
$
5,134
$
-
$
244,570
Capital leases
-
99,609
-
-
99,609
-
-
-
99,609
-
-
99,609
AMERCO's notes and
loans payable
862,697
-
-
-
862,697
-
-
-
862,697
-
-
862,697
SAC Holdings' notes
and loans payable
-
-
-
-
-
-
-
-
-
78,637
-
78,637
Policy benefits and losses, claims
and loss expenses payable
-
206,595
-
-
206,595
429,593
177,550
-
813,738
-
-
813,738
Liabilities from
investment contracts
-
-
-
-
-
-
574,745
-
574,745
-
-
574,745
Other policyholders' funds
and liabilities
-
-
-
-
-
18,369
10,363
-
28,732
-
-
28,732
Deferred income
-
21,278
36
-
21,314
15,229
14,279
-
50,822
561
-
51,383
Deferred income taxes
163,652
222,188
94,914
(355,399
)
(d
)
125,355
(12,080
)
5,953
(24,552
)
(d
)
94,676
(3,468
)
(27,408
)
(e
)
63,800
Other liabilities
-
-
-
-
-
-
-
-
-
-
-
-
Related party liabilities
92,300
74,089
196,051
(196,051
)
(d
)
166,389
7,000
11,248
(130,789
)
(d
)
53,848
85,657
(85,657
)
(d
)
53,848
Total liabilities
1,128,620
844,346
293,623
(551,450
)
1,715,139
458,845
799,660
(155,341
)
2,818,303
166,521
(113,065
)
2,871,759
Stockholders' equity:
Series preferred stock:
Series A preferred stock
-
-
-
-
-
-
-
-
-
-
-
-
Series B preferred stock
-
-
-
-
-
-
-
-
-
-
-
-
Series A common stock
1,416
-
-
-
1,416
-
-
-
1,416
-
-
1,416
Common Stock
9,081
540
1
(541
)
(c
)
9,081
3,300
2,500
(5,800
)
(c
)
9,081
-
-
9,081
Additional paid in-capital
395,803
121,230
147,481
(268,711
)
(c
)
395,803
70,023
16,435
(86,458
)
(c
)
395,803
-
(46,071
)
(e
)
349,732
Accumulated other comprehensive
income/(loss)
(21,446
)
(34,913
)
-
34,913
(c
)
(21,446
)
6,975
7,299
(14,274
)
(c
)
(21,446
)
-
-
(21,446
)
Retained earnings
587,370
526,683
86,523
(613,206
)
(c
)
587,370
88,742
94,760
(183,502
)
(c
)
587,370
(12,427
)
20,238
(c
)
595,181
Cost of common shares
in treasury, net
(418,092
)
-
-
-
(418,092
)
-
-
-
(418,092
)
-
-
(418,092
)
Unearned employee stock
ownership plan shares
-
(12,026
)
-
-
(12,026
)
-
-
-
(12,026
)
-
-
(12,026
)
Total stockholders' equity
554,132
601,514
234,005
(847,545
)
542,106
169,040
120,994
(290,034
)
542,106
(12,427
)
(25,833
)
503,846
Total liabilities and
stockholders' equity
$
1,682,752
$
1,445,860
$
527,628
$
(1,398,995
)
$
2,257,245
$
627,885
$
920,654
$
(445,375
)
$
3,360,409
$
154,094
$
(138,898
)
$
3,375,605
(a) Balances as of December 31, 2003
(b) Not used
(c) Eliminate investment oin subsidiaries
(d) Eliminated intercompany receivables and payables
(e) Eliminate gain on sale of property from U-Haul to SAC
26
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C
ontinued)
13.
Consolidating statement of operations by industry segment for the quarter ended September 30, 2004 are as follows:
Obligated Group
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Obligated Group
Consolidated
Property and Casualty Insurance(a)
Life
Insurance(a)
Eliminations
AMERCO
Consolidated
SAC Moving and Storage Operations
Eliminations
Total Consolidated
(Unaudited)
(In thousands)
Revenues:
Rental revenue
$
-
$
465,836
$
14,556
$
(15,534
)
(b
)
$
464,858
$
-
$
-
$
505
(b
)
$
465,363
$
7,505
$
(3,548
)
(b
)
$
469,320
Net sales
-
53,546
-
-
53,546
-
-
-
53,546
4,271
-
57,817
Premiums
-
-
-
-
-
7,038
32,405
(371
)
(c
)
39,072
-
-
39,072
Net investment and interest income
188
5,339
27
-
5,554
3,699
5,480
-
14,733
-
(2,394
)
(d
)
12,339
Total revenues
188
524,721
14,583
(15,534
)
523,958
10,737
37,885
134
572,714
11,776
(5,942
)
578,548
Costs and expenses
Operating expenses
4,756
285,963
1,617
(15,534
)
(b
)
276,802
982
5,808
134
(b,c
)
283,726
5,446
(725
)
(b,c
)
288,447
Commission expenses
-
54,625
-
-
54,625
-
-
-
54,625
-
(2,717
)
51,908
Cost of sales
-
27,227
-
-
27,227
-
-
-
27,227
1,289
-
28,516
Benefits and losses
-
-
-
-
-
7,869
23,585
-
31,454
-
-
31,454
Amortization of deferred
policy acquisition costs
-
-
-
-
-
1,783
5,995
-
7,778
-
-
7,778
Lease expense
22
36,428
4
-
36,454
-
-
-
36,454
-
(106
)
(b
)
36,348
Depreciation, net
10
27,386
2,006
-
29,402
-
-
-
29,402
642
(140
)
(e
)
29,904
Total costs and expenses
4,788
431,629
3,627
(15,534
)
424,510
10,634
35,388
134
470,666
7,377
(3,688
)
474,355
Equity in earnings of AREC,
UHI, RWIC & OLIC
68,047
-
-
(66,325
)
(f
)
1,722
-
-
(1,722
)
(f
)
-
-
-
-
Equity in earnings of SAC
200
-
-
-
200
-
-
-
200
-
(200
)
(f
)
-
Total equity earnings in subsidiaries
68,247
-
-
(66,325
)
1,922
-
-
(1,722
)
200
-
(200
)
-
Earnings (losses) from operations
63,647
93,092
10,956
(66,325
)
101,370
103
2,497
(1,722
)
102,248
4,399
(2,454
)
104,193
Interest expense(benefit)
19,539
(8,030
)
4,977
-
16,486
-
-
-
16,486
3,968
(2,394
)
(d
)
18,060
Pretax earnings (loss)
44,108
101,122
5,979
(66,325
)
84,884
103
2,497
(1,722
)
85,762
431
(60
)
86,133
Income tax benefit (expense)
8,864
(38,366
)
(2,410
)
-
(31,912
)
(29
)
(849
)
-
(32,790
)
(231
)
(53
)
(33,074
)
Net earnings (loss)
52,972
62,756
3,569
(66,325
)
52,972
74
1,648
(1,722
)
52,972
200
(113
)
53,059
Less: Preferred stock dividends
(3,241
)
-
-
-
(3,241
)
-
-
-
(3,241
)
-
-
(3,241
)
Earnings (loss) available to common shareholders
$
49,731
$
62,756
$
3,569
$
(66,325
)
$
49,731
$
74
$
1,648
$
(1,722
)
$
49,731
$
200
$
(113
)
$
49,818
(a) Balances for the quarter ended June 30, 2004
(b) Eliminate intercompany lease income
(c) Eliminate intercompany premiums
(d) Eliminate intercompany interest on debt
(e) Eliminate gain on sale of surplus property from U-Haul to SAC
(f) Eliminate equity earnings of subsidiaries
27
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C
ontinued)
13.
Consolidating statements of operations by industry for the quarter ended September 30, 2003 are as follows:
Obligated Group
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Obligated Group
Consolidated
Property and Casualty Insurance(a)
Life
Insurance(a)
Eliminations
AMERCO
Consolidated
SAC Moving and Storage Operations
Eliminations
Total Consolidated
(Unaudited)
(In thousands)
Revenues:
Rental revenue
$
-
$
456,186
$
15,312
$
(14,842
)
(b
)
$
456,656
$
-
$
-
$
-
(b
)
$
456,656
$
41,858
$
(15,542
)
(b
)
$
482,972
Net sales
-
51,444
22
-
51,466
-
-
-
51,466
14,161
-
65,627
Premiums
-
-
-
-
-
29,574
38,341
(435
)
(c
)
67,480
-
-
67,480
Net investment and interest income
284
7,804
2,003
-
10,091
6,118
5,324
-
21,533
-
(10,155
)
(d
)
11,378
Total revenues
284
515,434
17,337
(14,842
)
518,213
35,692
43,665
(435
)
597,135
56,019
(25,697
)
627,457
Costs and expenses:
Operating expenses
4,979
271,097
1,870
(14,842
)
(b
)
263,104
9,023
8,503
(435
)
(b,c
)
280,195
28,493
(3,364
)
(b,c
)
305,324
Restructuring expenses
2,124
-
-
-
2,124
-
-
-
2,124
-
-
2,124
Commission expenses
-
53,789
-
-
53,789
-
-
-
53,789
-
(8,987
)
44,802
Cost of sales
-
24,788
10
-
24,798
-
-
-
24,798
6,098
-
30,896
Benefits and losses
-
-
-
-
-
37,415
28,031
-
65,446
-
-
65,446
Amortization of deferred
policy acquisition costs
-
-
-
-
-
3,456
5,303
-
8,759
-
-
8,759
Lease expense
230
37,014
138
-
37,382
-
-
-
37,382
-
(3,191
)
(b
)
34,191
Depreciation, net
4
30,314
1,995
-
32,313
-
-
-
32,313
5,094
(482
)
(e
)
36,925
Total costs and expenses
7,337
417,002
4,013
(14,842
)
413,510
49,894
41,837
(435
)
504,806
39,685
(16,024
)
528,467
Equity in earnings of AREC,
UHI, RWIC & OLIC
59,970
-
-
(67,305
)
(f
)
(7,335
)
-
-
7,335
(f
)
-
-
-
-
Equity in earnings of SAC
(2,495
)
-
-
-
(2,495
)
-
-
-
(2,495
)
-
2,495
(f
)
-
Total equity earnings in subsidiaries
57,475
-
-
(67,305
)
(9,830
)
-
-
7,335
(2,495
)
-
2,495
-
Earnings (losses) from operations
50,422
98,432
13,324
(67,305
)
94,873
(14,202
)
1,828
7,335
89,834
16,334
(7,178
)
98,990
Interest expense(benefit)
15,554
(4,081
)
9,041
-
20,514
-
-
-
20,514
20,414
(10,155
)
(d
)
30,773
Pretax earnings (loss)
34,868
102,513
4,283
(67,305
)
74,359
(14,202
)
1,828
7,335
69,320
(4,080
)
2,977
68,217
Income tax benefit (expense)
8,675
(37,698
)
(1,793
)
-
(30,816
)
4,983
56
-
(25,777
)
1,585
-
(24,192
)
Net earnings (loss)
43,543
64,815
2,490
(67,305
)
43,543
(9,219
)
1,884
7,335
43,543
(2,495
)
2,977
44,025
Less: Preferred stock dividends
(3,241
)
-
-
-
(3,241
)
-
-
-
(3,241
)
-
-
(3,241
)
Earnings (loss) available to common
shareholders
$
40,302
$
64,815
$
2,490
$
(67,305
)
$
40,302
$
(9,219
)
$
1,884
$
7,335
$
40,302
$
(2,495
)
$
2,977
$
40,784
(a) Balances for the quarter ended June 30, 200
(b) Eliminate intercompany lease income
(c) Eliminate intercompany premiums
(d) Eliminate intercompany interest on debt
(e) Eliminate gain on sale of surplus property from U-Haul to SAC
(f) Eliminate equity earnings of subsidiaries
28
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C
ontinued)
13.
Consolidating statements of operations by industry for the six months ended September 30, 2004 are as follows:
Obligated Group
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Obligated Group
Consolidated
Property and Casualty Insurance(a)
Life
Insurance(a)
Eliminations
AMERCO
Consolidated
SAC Moving and Storage Operations
Eliminations
Total Consolidated
(Unaudited)
(In thousands)
Revenues:
Rental revenue
$
-
$
891,216
$
29,363
$
(31,011
)
(b
)
$
889,568
$
-
$
-
$
(1,252
)
(b
)
$
888,316
$
14,514
$
(6,878
)
(b
)
$
895,952
Net sales
-
110,440
15
-
110,455
-
-
-
110,455
8,608
-
119,063
Premiums
-
-
-
-
-
16,840
66,037
(743
)
(c
)
82,134
-
-
82,134
Net investment and interest income
4,957
11,299
54
-
16,310
8,236
11,661
-
36,207
-
(4,097
)
(d
)
32,110
Total revenues
4,957
1,012,955
29,432
(31,011
)
1,016,333
25,076
77,698
(1,995
)
1,117,112
23,122
(10,975
)
1,129,259
Costs and expenses:
Operating expenses
11,527
555,691
3,647
(31,011
)
(b
)
539,854
1,557
11,251
(1,995
)
(b,c
)
550,667
11,389
(1,397
)
(b,c
)
560,659
Commission expenses
-
103,947
-
-
103,947
-
-
-
103,947
-
(5,126
)
98,821
Cost of sales
-
53,235
8
-
53,243
-
-
-
53,243
3,013
-
56,256
Benefits and losses
-
-
-
-
-
17,897
47,694
-
65,591
-
-
65,591
Amortization of deferred
policy acquisition costs
-
-
-
-
-
5,153
12,583
-
17,736
-
-
17,736
Lease expense
44
77,167
27
-
77,238
-
-
-
77,238
-
(355
)
(b
)
76,883
Depreciation, net
17
53,851
3,084
-
56,952
-
-
-
56,952
1,260
(280
)
(e
)
57,932
Total costs and expenses
11,588
843,891
6,766
(31,011
)
831,234
24,607
71,528
(1,995
)
925,374
15,662
(7,158
)
933,878
Equity in earnings of AREC,
UHI, RWIC & OLIC
123,071
-
-
(118,741
)
(f
)
4,330
-
-
(4,330
)
(f
)
-
-
-
-
Equity in earnings of SAC
77
-
-
-
77
-
-
-
77
-
(77
)
(f
)
-
Total equity earnings in subsidiaries
123,148
-
-
(118,741
)
4,407
-
-
(4,330
)
77
-
(77
)
-
Earnings (losses) from operations
116,517
169,064
22,666
(118,741
)
189,506
469
6,170
(4,330
)
191,815
7,460
(3,894
)
195,381
Interest expense(benefit)
34,210
(6,904
)
6,624
-
33,930
-
-
-
33,930
7,231
(4,097
)
(d
)
37,064
Pretax earnings (loss)
82,307
175,968
16,042
(118,741
)
155,576
469
6,170
(4,330
)
157,885
229
203
158,317
Income tax benefit (expense)
14,997
(66,889
)
(6,380
)
-
(58,272
)
(157
)
(2,152
)
-
(60,581
)
(152
)
(106
)
(60,839
)
Net earnings (loss)
97,304
109,079
9,662
(118,741
)
97,304
312
4,018
(4,330
)
97,304
77
97
97,478
Less: Preferred stock dividends
(6,482
)
-
-
-
(6,482
)
-
-
-
(6,482
)
-
-
(6,482
)
Earnings (loss) available to common shareholders
$
90,822
$
109,079
$
9,662
$
(118,741
)
$
90,822
$
312
$
4,018
$
(4,330
)
$
90,822
$
77
$
97
$
90,996
(a) Balances for the six months ended June 30, 2004
(b) Eliminate intercompany lease income
(c ) Eliminate intercompany premiums
(d) Eliminate intercompany interest on debt
(e) Eliminate gain on sale of surplus property from U-Haul to SAC
(f) Eliminate equity earnings of subsidiaries
29
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C
ontinued)
13.
Consolidating statements of operations by industry for the six months ended September 30, 2003 are as follows:
Obligated Group
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Obligated Group
Consolidated
Property and Casualty Insurance(a)
Life
Insurance(a)
Eliminations
AMERCO
Consolidated
SAC Moving and Storage Operations
Eliminations
Total Consolidated
(Unaudited)
(In thousands)
Revenues:
Rental revenue
$
-
$
863,233
$
30,140
$
(30,161
)
(b
)
$
863,212
$
-
$
-
$
-
(b
)
$
863,212
$
84,158
$
(29,356
)
(b
)
$
918,014
Net sales
-
105,720
37
-
105,757
-
-
-
105,757
29,079
-
134,836
Premiums
-
-
-
-
-
58,141
76,425
(2,630
)
(c
)
131,936
-
-
131,936
Net investment and interest income
528
15,832
3,995
-
20,355
11,922
10,677
-
42,954
-
(20,167
)
(d
)
22,787
Total revenues
528
984,785
34,172
(30,161
)
989,324
70,063
87,102
(2,630
)
1,143,859
113,237
(49,523
)
1,207,573
Costs and expenses:
Operating expenses
14,219
533,832
3,643
(30,161
)
(b
)
521,533
14,301
17,153
(2,630
)
(b,c
)
550,357
56,615
(6,655
)
(b,c
)
600,317
Restructuring expenses
4,414
-
-
-
4,414
-
-
-
4,414
-
-
4,414
Commission expenses
-
100,942
-
-
100,942
-
-
-
100,942
-
(15,946
)
84,996
Cost of sales
-
50,415
16
-
50,431
-
-
-
50,431
12,684
-
63,115
Benefits and losses
-
-
-
-
-
62,997
55,848
-
118,845
-
-
118,845
Amortization of deferred
policy acquisition costs
-
-
-
-
-
7,166
10,693
-
17,859
-
-
17,859
Lease expense
460
74,534
275
-
75,269
-
-
-
75,269
-
(6,755
)
(b
)
68,514
Depreciation, net
7
60,894
4,166
-
65,067
-
-
-
65,067
10,860
(964
)
(e
)
74,963
Total costs and expenses
19,100
820,617
8,100
(30,161
)
817,656
84,464
83,694
(2,630
)
983,184
80,159
(30,320
)
1,033,023
Equity in earnings of AREC,
UHI, RWIC & OLIC
107,141
-
-
(113,906
)
(f
)
(6,765
)
-
-
6,765
(f
)
-
-
-
-
Equity in earnings of SAC
(6,027
)
-
-
-
(6,027
)
-
-
-
(6,027
)
-
6,027
(f
)
-
Total equity earnings in subsidiaries
101,114
-
-
(113,906
)
(12,792
)
-
-
6,765
(6,027
)
-
6,027
-
Earnings (losses) from operations
82,542
164,168
26,072
(113,906
)
158,876
(14,401
)
3,408
6,765
154,648
33,078
(13,176
)
174,550
Interest expense(benefit)
29,929
(5,150
)
15,838
-
40,617
-
-
-
40,617
41,221
(20,167
)
(d
)
61,671
Pretax earnings (loss)
52,613
169,318
10,234
(113,906
)
118,259
(14,401
)
3,408
6,765
114,031
(8,143
)
6,991
112,879
Income tax benefit (expense)
18,184
(61,422
)
(4,224
)
-
(47,462
)
5,046
(818
)
-
(43,234
)
2,116
-
(41,118
)
Net earnings (loss)
70,797
107,896
6,010
(113,906
)
70,797
(9,355
)
2,590
6,765
70,797
(6,027
)
6,991
71,761
Less: Preferred stock dividends
(6,482
)
-
-
-
(6,482
)
-
-
-
(6,482
)
-
-
(6,482
)
Earnings (loss) available to common
shareholders
$
64,315
$
107,896
$
6,010
$
(113,906
)
$
64,315
$
(9,355
)
$
2,590
$
6,765
$
64,315
$
(6,027
)
$
6,991
$
65,279
(a) Balances for the six months ended June 30, 2003
(b) Eliminate intercompany lease income
(c) Eliminate intercompany premiums
(d) Eliminate intercompany interest on debt
(e) Eliminate gain on sale of surplus property from U-Haul to SAC
(f) Eliminate equity earnings of subsidiaries
30
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C
ontinued)
13.
Consolidating cash flow statements by industry segment for the six months ended September 30, 2004 are as follows:
Obligated Group
AMERCO Legal Group
AMERCO as Consolidated
Amerco
U-Haul
Real
Estate
Eliminations
Obligated Group
Consolidated
Property and Casualty Insurance (a)
Life
Insurance (a)
Eliminations
Amerco Consolidated
SAC Moving and Storage Operations
Eliminations
Total Consolidated
(Unaudited) (In thousands)
Cash flows from operating activities:
Earnings available to common shareholders
$
90,822
$
109,079
$
9,662
$
(118,741
)
$
90,822
$
312
$
4,019
$
(4,331
)
$
90,822
$
77
$
97
$
90,996
Depreciation
17
51,149
4,309
-
55,475
-
-
-
55,475
1,260
(280
)
56,455
Amortization of deferred policy acquisition costs
-
-
-
-
-
5,730
13,563
-
19,293
-
-
19,293
Provision for losses on accounts receivable
-
102
-
-
102
-
-
-
102
-
-
102
Net (gain) loss on sale of real and personal property
-
2,702
(1,225
)
-
1,477
-
-
-
1,477
-
-
1,477
(Gain) loss on sale of investments
-
-
-
-
-
(369
)
171
-
(198
)
-
-
(198
)
Reductions in policy liabilities and accruals
-
25,857
-
-
25,857
(32,015
)
(7,012
)
-
(13,170
)
-
-
(13,170
)
Capitalizations of deferred policy acquisition costs
-
-
-
-
-
(3,456
)
(3,276
)
-
(6,732
)
-
-
(6,732
)
Net reduction in other operating
assets and liabilities
84,846
(179,877
)
(11,678
)
118,741
12,032
7,236
(3,062
)
4,331
20,537
(879
)
183
19,841
Net cash provided by (used in) operating activities
175,685
9,012
1,068
-
185,765
(22,562
)
4,403
-
167,606
458
-
168,064
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment
(6
)
(160,334
)
(1,114
)
-
(161,454
)
-
-
-
(161,454
)
(239
)
-
(161,693
)
Fixed maturities
-
-
-
-
-
(2,045
)
(57,978
)
-
(60,023
)
-
-
(60,023
)
Common stock
-
-
(1
)
-
(1
)
-
(6,765
)
-
(6,766
)
-
-
(6,766
)
Proceeds from sale of investments:
Property, plant and equipment
-
220,479
369
-
220,848
-
-
-
220,848
-
-
220,848
Fixed maturities
-
-
-
-
-
27,010
47,919
-
74,929
-
-
74,929
Preferred stock
-
-
-
-
-
-
2,708
-
2,708
-
-
2,708
Real estate
-
-
-
-
-
1,722
-
-
1,722
-
-
1,722
Mortgage loans
-
-
-
-
-
-
1,913
-
1,913
-
-
1,913
Changes in other investments
-
-
-
-
-
873
44,989
-
45,862
-
-
45,862
Net cash provided by (used in)
investing activities
(6
)
60,145
(746
)
-
59,393
27,560
32,786
-
119,739
(239
)
-
119,500
Cash flows from financial activities:
Borrowings from Credit Facilities
14,385
-
-
-
14,385
-
-
-
14,385
-
-
14,385
Leverage Employee Stock Ownership Plan:
Purchase of shares
-
428
-
-
428
-
-
-
428
-
-
428
Principal Repayments on Credit Facilities
(180,325
)
(215
)
-
-
(180,540
)
-
-
-
(180,540
)
(536
)
-
(181,076
)
Payoff of capital leases
-
(99,609
)
-
-
(99,609
)
-
-
-
(99,609
)
-
-
(99,609
)
Dividends paid
(9,723
)
-
-
-
(9,723
)
-
-
-
(9,723
)
-
-
(9,723
)
Investment contract deposits
-
-
-
-
-
-
13,427
-
13,427
-
-
13,427
Investment contract withdrawals
-
-
-
-
-
-
(61,194
)
-
(61,194
)
-
-
(61,194
)
Net cash provided by (used in) financing activities
(175,663
)
(99,396
)
-
-
(275,059
)
-
(47,767
)
-
(322,826
)
(536
)
-
(323,362
)
Increase (decrease) in cash equivalents
16
(30,239
)
322
-
(29,901
)
4,998
(10,578
)
-
(35,481
)
(317
)
-
(35,798
)
Cash and cash equivalents at the beginning of period
-
64,717
661
-
65,378
-
15,168
-
80,546
1,011
-
81,557
Cash and cash equivalents at the end of period
$
16
$
34,478
$
983
$
-
$
35,477
$
4,998
$
4,590
$
-
$
45,065
$
694
$
-
$
45,759
(a) Balances for the quarter ended June 30, 2004
31
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C
ontinued)
13.
Consolidating cash flow statements by industry segment for the six months ended September 30, 2003 are as follows:
Obligated Group
AMERCO Legal Group
AMERCO as Consolidated
Amerco
U-Haul
Real
Estate
Eliminations
Obligated Group
Consolidated
Property and Casualty Insurance (a)
Life
Insurance (a)
Eliminations
Amerco Consolidated
SAC Moving and Storage Operations
Eliminations
Total Consolidated
(Unaudited) (In thousands)
Cash flows from operating activities:
Earnings available to common shareholders
$
64,315
$
107,896
$
6,010
$
(113,906
)
$
64,315
$
(9,355
)
$
2,590
$
6,765
$
64,315
$
(6,027
)
$
6,991
$
65,279
Depreciation
7
55,480
4,291
-
59,778
-
-
-
59,778
10,860
(964
)
69,674
Amortization
-
-
-
-
-
7,653
9,084
-
16,737
-
-
16,737
Amortization of deferred policy acquisition costs
-
-
-
-
-
-
-
-
-
-
-
-
Provision for losses on accounts receivable
-
686
-
-
686
-
-
-
686
-
-
686
Net (gain) loss on sale of real and personal property
-
5,414
(125
)
-
5,289
-
-
-
5,289
-
-
5,289
(Gain) loss on sale of investments
-
-
-
-
-
(775
)
(1,542
)
-
(2,317
)
-
-
(2,317
)
Reductions in policy liabilities and accruals
-
-
-
-
-
(18,111
)
(83
)
-
(18,194
)
-
-
(18,194
)
Capitalizations of deferred policy acquisition costs
-
-
-
-
-
(3,600
)
(8,165
)
-
(11,765
)
-
-
(11,765
)
Net reduction in other operating assets and liabilities
13,647
(74,555
)
(9,615
)
113,906
43,383
(28,351
)
659
(6,765
)
8,926
1,431
(5,163
)
5,194
Net cash provided by (used in) operating activities
77,969
94,921
561
-
173,451
(52,539
)
2,543
-
123,455
6,264
864
130,583
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment
-
(93,091
)
(697
)
-
(93,788
)
-
-
-
(93,788
)
(8,507
)
-
(102,295
)
Fixed maturities
-
-
-
-
-
(1,880
)
(22,264
)
-
(24,144
)
-
-
(24,144
)
Proceeds from sale of investments:
Property, plant and equipment
-
11,353
154
-
11,507
-
-
-
11,507
39,169
(31,585
)
19,091
Fixed maturities
-
-
-
-
-
58,046
70,453
-
128,499
-
-
128,499
Preferred stock
-
-
-
-
-
-
11,380
-
11,380
-
-
11,380
Real estate
-
-
-
-
-
(17,371
)
(5,489
)
-
(22,860
)
-
-
(22,860
)
Mortgage loans
-
73
130
-
203
-
9,911
-
10,114
(31,585
)
31,585
10,114
Changes in other investments
-
-
-
-
-
6,697
(63,018
)
-
(56,321
)
-
-
(56,321
)
Net cash provided by (used in) investing activities
-
(81,665
)
(413
)
-
(82,078
)
45,492
973
-
(35,613
)
(923
)
-
(36,536
)
Cash flows from financial activities:
Borrowings from Credit Facilities
50,000
-
-
-
50,000
-
-
-
50,000
864
(864
)
50,000
Leverage Employee Stock Ownership Plan:
Purchase of shares
-
375
-
-
375
-
-
-
375
-
-
375
Principal Repayments on Credit Facilities
(50,000
)
-
-
-
(50,000
)
-
-
-
(50,000
)
(4,681
)
-
(54,681
)
Dividends paid
-
-
-
-
-
-
-
-
-
-
-
-
Investment contract deposits
-
-
-
-
-
-
34,422
-
34,422
-
-
34,422
Investment contract withdrawals
-
-
-
-
-
-
(39,375
)
-
(39,375
)
-
-
(39,375
)
Net cash provided by (used in) financing activities
-
375
-
-
375
-
(4,953
)
-
(4,578
)
(3,817
)
(864
)
(9,259
)
Increase (decrease) in cash equivalents
77,969
13,631
148
-
91,748
(7,047
)
(1,437
)
-
83,264
1,524
-
84,788
Cash and cash equivalents at the beginning of period
18,524
30,046
174
-
48,744
4,108
9,320
-
62,172
4,662
-
66,834
Cash and cash equivalents at the end of period
$
96,493
$
43,677
$
322
$
-
$
140,492
$
(2,939
)
$
7,883
$
-
$
145,436
$
6,186
$
-
$
151,622
(a) Balances for the quarter ended June 30, 2003
32
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
14. Industry Segment and Geographic Area Data
Geographic Area Data -- All amounts are in U. S. $s
United States
Canada
Consolidated
Quarter Ended
(Unaudited)
(All amounts are in thousands U.S. $'s)
As of and for the period ended, September 30, 2004
Total revenues
$
562,489
$
16,059
$
578,548
Depreciation / amortization, net
36,490
1,192
37,682
Interest expense / (income)
18,070
(10
)
18,060
Pretax earnings
83,190
2,943
86,133
Income tax expense
33,074
-
33,074
Identifiable assets
3,104,125
70,099
3,174,224
United States
Canada
Consolidated
(All amounts are in thousands U.S. $'s)
As of and for the period ended, September 30, 2003
Total revenues
$
607,391
$
20,066
$
627,457
Depreciation / amortization, net
43,329
2,355
45,684
Interest expense
29,769
1,004
30,773
Pretax earnings
63,746
4,471
68,217
Income tax expense
24,192
-
24,192
Identifiable assets
3,753,386
136,264
3,889,650
United States
Canada
Consolidated
Six Months Ended
(Unaudited)
(All amounts are in thousands U.S. $'s)
As of and for the period ended, September 30, 2004
Total revenues
$
1,098,777
$
30,482
$
1,129,259
Depreciation / amortization, net
73,275
2,393
75,668
Interest expense / (income)
37,072
(8
)
37,064
Pretax earnings
152,493
5,824
158,317
Income tax expense
60,839
-
60,839
Identifiable assets
3,104,125
70,099
3,174,224
United States
Canada
Consolidated
(All amounts are in thousands U.S. $'s)
As of and for the period ended, September 30, 2003
Total revenues
$
1,168,961
$
38,612
$
1,207,573
Depreciation / amortization, net
88,935
3,887
92,822
Interest expense
59,301
2,370
61,671
Pretax earnings
103,997
8,882
112,879
Income tax expense
41,118
-
41,118
Identifiable assets
3,753,386
136,264
3,889,650
33
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
ITEM 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statements Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. 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 the Private Securities Litigation Reform Act of 1995. 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 acce ss 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 Companys ability to operate pursuant to the terms of its credit facilities; the Companys ability to maintain contracts that are critical to its operations; the costs and availability of financing; the Companys ability to execute its business plan; the Companys ability to attract, motivate and retain key employees; general economic conditions; fluctuations in our costs to maintain and update our fleet and facilities; our a bility 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 and government investigations involving the Company; changes in accounting standards and other factors described in this report or the other documents we file with the Securities 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 statement s, whether in response to new information, unforeseen events, changed circumstances or otherwise.
General
We begin Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) with a description of our operating segments. This is followed by a review of the overall strategy of AMERCO and a discussion of the Critical Accounting Policies and Estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. This is followed by a discussion of the strategy of our business segments to give the reader an overview of the goals of our business and the direction in which our business and products are moving. In the next section, we discuss our Results of Operations for the second quarter and six months ending September 30, 2004 compared with the same periods last year. We then provide an analysis of changes in our balance sheet and cash flows, and discuss our liquidity and financial commitments in the sections entitled "Liquidity and Capital Resources" and "Disclosures about Contractual Obligations and Commercial Commitments." We conclude this MD&A by discussing our outlook for the remainder of fiscal year 2005.
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, 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.
Description of Operating Segments
AMERCO has three reportable segments and five identifiable segments. The three reportable segments are Moving and Self Storage, Property and Casualty Insurance and Life Insurance. The five identifiable segments include U-Haul moving and storage, Real Estate, and SAC moving and storage, which are listed under the Moving and Self Storage segment. The remaining identifiable segments are Property and Casualty Insurance and Life Insurance.
34
Overall
Strategy
Our plan is to maintain our leadership position in the North American "do-it-yourself" moving and storage industry. Our overall strategy is to provide 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.
Oxfords business strategy is long-term capital growth through direct writing and reinsuring of annuity, credit life and disability, and Medicare supplement products. Oxford is pursing this growth strategy through increased direct writing via acquisitions of insurance companies, expanded distribution channels and product development.
During fiscal year 2004, RepWest decided to focus its activities on providing and administering property and casualty insurance to
U-Haul,
its customers and 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. This shift in direction has resulted in near term losses as RepWest exits unprofitable non-
U-Haul
business.
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. Some of our 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 estimates that require managements most difficult and subjective judgments include our principles of consolidation, the recoverability of property, plant and equipment, the adequacy of insurance reserves, and the valuation of investments. Below, we discuss these policies further, as well as the estimates and judgments involved. The estimates are based on historical experience, observance of trends in particular areas, information and valuations available from out side 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.
Accounting policies are considered critical when they are significant and involve difficult, subjective or complex judgments or estimates. The accounting policies that we deem most critical to us, and involve the most difficult, subjective or complex judgments include the following:
Principles of Consolidation
The consolidated financial statements for the second quarter and the first six months of fiscal year 2005 and the balance sheet as of March 31, 2004 include the accounts of AMERCO, its wholly owned subsidiaries and SAC Holding II Corporation and its subsidiaries. The balance sheet and the statements of operations, comprehensive income, and cash flows for the second quarter and the first six months of fiscal year 2004 include all of the abovementioned entities plus SAC Holding Corporation and its subsidiaries.
SAC Holding Corporation and SAC Holding II Corporation and their subsidiaries (the "SAC entities") were previously considered special purpose entities. During the first three quarters of fiscal year 2004, the SAC entities were consolidated based on the provisions of Emerging Issues Task Force (EITF) Issue No. 90-15. During the fourth quarter of fiscal year 2004, the Company applied FASB Interpretation No. 46(R) to its interest in the SAC entities and determined that SAC Holding Corporation should no longer be consolidated with the Companys financial statements. Accordingly, during the fourth quarter of fiscal year 2004 the Company deconsolidated those entities. The deconsolidation was accounted for as a distribution of the Companys interests to the SAC entities. Because of the Companys continuing inv olvement with SAC Holding Corporation and its subsidiaries, the distributions do not qualify as discontinued operations as defined by SFAS No. 144.
Inter-company accounts and transactions have been eliminated
35
Recoverability of Property, Plant and Equipment
Property, plant and equipment is 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, 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. During the first quarter of fiscal year 2005, the Company lowered its estimates for residual values on rental trucks purchased off TRAC leases from 25% of the original cost to 20%. In determining the depreciation rate, historical disposal experience, holding periods and trends in the market for vehicles are reviewed. Since this change in estimated residual values will be applied prospectively we do not anticipate any significant increases in depreciation expense for the current fiscal year.
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 the assets are depreciated over the newly determined remaining useful lives.
< /DIV>
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 values. 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.
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.
36
Business Segment Strategy
Moving and
Self-Storage
U-Haul moving and self-storage operations consist of the rental of trucks, trailers and self-storage spaces and sales of moving supplies, trailer hitches and propane to the "do-it-yourself" mover. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
Real Estate owns approximately 90 percent of the Companys real estate assets, including U-Haul Center and Storage locations. The remaining real estate assets are owned by other subsidiaries. Real Estate is responsible for overseeing major property repairs and dispositions and managing the environmental risks of the properties.
SAC moving and self-storage operations consist of the rental of self-storage spaces and sales of moving supplies, trailer hitches and propane. In addition, SAC functions as an independent moving equipment rental dealer and earns commissions from the rental of U-Haul trucks and trailers. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
We continue to focus on expanding our dealer network, which provides added convenience for our customers, and expanding the selection and availability of rental equipment to satisfy the growing demands of our customers.
With respect to our retail sales of product, U-Haul has developed a number of specialty packing boxes, "Mover's Wrap" and Smart Move tape. Movers Wrap is a sticks-to-itself plastic stretch wrap used to bind, bundle, and fasten items when moving or storing. Additionally, U-Haul has added a full line of Smart Move tape products. The Smart Move tape is a color coded packing tape that has the room printed right on it allowing you to tape and label your belongings in one quick step.
eMove.com connects consumers to independent customer rated moving and storage service providers who provide packing, loading, unloading, self-storage, cleaning, driving help and more. With over 23,000 unedited reviews of service providers, the marketplace has facilitated over 40,000 moving and storage transactions. Another eMove service is the Storage Affiliate program. It targets independently owned self-storage facilities to connect into the eMove network to provide more customers with storage services. Over 2,200 self-storage facilities are now registered on the eMove network. We believe that acting as an intermediary, with little added investment, serves the customer in a cost effective manner. Within two years of its inception, eMove has established itself as the only online destination in the "do-it-yourself" mo ving and storage industry that connects consumers to service providers in all across North America. Our goal is to further utilize our web-based technology platform to further penetrate this market.
Republic Western Insurance Company
Republic Western Insurance Company (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. During the past year RepWest has commuted numerous assumed reinsurance treaties to eliminate the risk of further development on these treaties.
For additional information about the "DOI Supervision" reference is made to the section on "Risk Factors" under the title "RepWest has consented to an Order of Supervision issued by the Arizona Department of Insurance".
Oxford
Life Insurance Company
Oxford originates and reinsures annuities, credit life and disability, single premium whole life, group life and disability coverage, and Medicare supplement insurance. Oxford also administers the self-insured employee health and dental plans for AMERCO. Reinsurance arrangements are entered into with unaffiliated reinsurers.
At June 30, 2004, the Companys non-seasonal work force consisted of 137 full and part-time employees.
37
Oxfords business strategy is long-term capital growth through direct writing and reinsuring of annuity, credit life and disability, and Medicare supplement products. Oxford is pursing this growth strategy of increased direct writing via acquisitions of insurance companies, expanded distribution channels and product development. The acquisitions of North American Insurance Company and Safe Mate Life Insurance Company in 1997 and Christian Fidelity Life Insurance Company in 2000 represent a significant movement toward this long-term goal. Oxford has significantly expanded product offerings, distribution channels and administrative capabilities through these acquisitions.
Results of Operations
Quarter Ended September 30,
Changes
Changes
2004
2003
Dollar
Percentage
AMERCO and Consolidated Entities
(In thousands)
Rental revenue
$
469,320
$
482,972
$
(13,652
)
-3
%
Net sales
57,817
65,627
(7,810
)
-12
%
Premiums
39,072
67,480
(28,408
)
-42
%
Net investment and interest income
12,339
11,378
961
8
%
Total revenues
578,548
627,457
(48,909
)
-8
%
Operating expenses
288,447
305,324
(16,877
)
-6
%
Restructuring expenses
-
2,124
(2,124
)
-100
%
Commission expenses
51,908
44,802
7,106
16
%
Cost of sales
28,516
30,896
(2,380
)
-8
%
Benefits and losses
31,454
65,446
(33,992
)
-52
%
Amortization of deferred policy
acquisition costs
7,778
8,759
(981
)
-11
%
Lease expense
36,348
34,191
2,157
6
%
Depreciation, net (a)
29,904
36,925
(7,021
)
-19
%
Total costs and expenses
474,355
528,467
(54,112
)
-10
%
Earnings from operations
104,193
98,990
5,203
5
%
Interest expense
18,060
30,773
(12,713
)
-41
%
Pretax earnings
86,133
68,217
17,916
26
%
Income tax expense
(33,074
)
(24,192
)
(8,882
)
37
%
Net earnings
53,059
44,025
9,034
21
%
Less: Preferred stock dividends
(3,241
)
(3,241
)
-
0
%
Earnings available to common shareholders
$
49,818
$
40,784
$
9,034
22
%
(a)
Depreciation is shown net of (gain)/losses on the disposal of fixed assets:
Quarter Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Depreciation expense
$
28,073
$
33,100
Loss on disposals
1,831
3,825
Depreciation, net
$
29,904
$
36,925
38
Six Months Ended September 30,
Changes
Changes
2004
2003
Dollar
Percentage
AMERCO and Consolidated Entities
(In thousands)
Rental revenue
$
895,952
$
918,014
$
(22,062
)
-2
%
Net sales
119,063
134,836
(15,773
)
-12
%
Premiums
82,134
131,936
(49,802
)
-38
%
Net investment and interest income
32,110
22,787
9,323
41
%
Total revenues
1,129,259
1,207,573
(78,314
)
-6
%
Operating expenses
560,659
600,317
(39,658
)
-7
%
Restructuring expenses
-
4,414
(4,414
)
-100
%
Commission expenses
98,821
84,996
13,825
16
%
Cost of sales
56,256
63,115
(6,859
)
-11
%
Benefits and losses
65,591
118,845
(53,254
)
-45
%
Amortization of deferred policy
acquisition costs
17,736
17,859
(123
)
-1
%
Lease expense
76,883
68,514
8,369
12
%
Depreciation, net (a)
57,932
74,963
(17,031
)
-23
%
Total costs and expenses
933,878
1,033,023
(99,145
)
-10
%
Earnings from operations
195,381
174,550
20,831
12
%
Interest expense
37,064
61,671
(24,607
)
-40
%
Pretax earnings
158,317
112,879
45,438
40
%
Income tax expense
(60,839
)
(41,118
)
(19,721
)
48
%
Net earnings
97,478
71,761
25,717
36
%
Less: Preferred stock dividends
(6,482
)
(6,482
)
-
0
%
Earnings available to common shareholders
$
90,996
$
65,279
$
25,717
39
%
(a) Depreciation is shown net of (gains)/losses on the disposal of fixed assets:
Six Months Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Depreciation expense
$
56,455
$
69,674
Loss on disposals
1,477
5,289
Depreciation, net
$
57,932
$
74,963
39
Quarters Ended -
September 30, 2004 versus September 30, 2003
AMERCO and its consolidated entities reported revenues of $578.5 million for the second quarter of fiscal year 2005. This compares with revenues of $627.5 million for the second quarter of fiscal year 2004. During the first quarter of this year, we sold 78 self-storage properties to U.H. Storage DE, a W.P. Carey affiliate (See Footnote 9 for a more detailed discussion of the W.P. Carey Transaction). This reduced storage revenues approximately $7.9 million in the second quarter of fiscal year 2005, compared with the second quarter of last year. Moving equipment rentals and storage revenues at U-Haul, adjusted for the effect of the W.P. Carey Transaction, increased approximately 3% in the second quarter of fiscal year 2005, compared with the same period a year ago. Also, we deconsolidated 281 SAC Holding Corporation sto rage properties during the fourth quarter of last year, and they are excluded from our fiscal year 2005 results. Included in the second quarter of last year were $24.4 million of revenues for these deconsolidated properties. Revenues at RepWest were $25.0 million lower in the second quarter of this year compared with the same period a year ago. This decline reflects the impact of our strategy to exit unprofitable non U-Haul lines of business. At Oxford, revenue decreased in the second quarter by 13%, primarily as a result of the lingering effects of its rating downgrade by A. M. Best in 2003.
Earnings from operations were $104.2 million in the second quarter of fiscal year 2005 compared with $99.0 million for the same period last year. Earnings from operations, at U-Haul were $93.1 million in the second quarter of fiscal year 2005. This reflects a decrease of $5.3 million, or 5% compared with the second quarter of fiscal year 2004, and is attributable to a change in the timing of recognizing current year insurance expense to better match revenues with expenses and lost equipment rentals resulting from the hurricanes that affected the southeastern part of the U.S. during August and September. Earnings from operations at Oxford were $2.5 million in the second quarter of this year, compared with $1.8 million in the second quarter of last year. The increase from 2003 is due primarily to improved loss experienc e in the credit insurance segment. At RepWest, the run-off of our non-U-Haul insurance business is progressing as planned. As a result, earnings from operations were $0.1 million in the second quarter of this year, compared with a loss from operations of $14.2 million for the same period last year
Interest expense for the second quarter of fiscal year 2005 was $18.1 million. This compares with $30.8 million in the second quarter of fiscal year 2004. The reduction in interest expense is due to the deconsolidation of SAC Holding Corporation, lower borrowings and lower borrowing costs. Income tax expense was $33.1 million in the second quarter of fiscal year 2005 compared with $24.2 million in the second quarter of fiscal year 2004, and reflects higher earnings before taxes. Preferred stock dividends were unchanged, at $3.2 million for both periods. As a result of the above mentioned items, net income available to common shareholders was $49.8 million in the second quarter of fiscal year 2005, compared with $40.8 million for the same period last year. Earnings per share were $2.39 in the second quarter of fiscal y ear 2005, compared with $1.97 for the same period last year. This reflects an improvement of 21%, or $.42 per share.
Six Months Ended -
September 30, 2004 versus September 30, 2003
AMERCO and its consolidated entities reported revenues of $1,129.3 million for the first six months of fiscal year 2005. This compares with revenues of $1,207.6 million for the first six months of fiscal year 2004. As previously mentioned, we deconsolidated 281 SAC Holding Corporation storage properties during the fourth quarter of last year, and they are excluded from our fiscal year 2005 results. Included in the first six months of last year were $51.6 million of revenues for these deconsolidated properties. Moving equipment rentals and storage revenues at U-Haul, adjusted for the effect of the W. P. Carey Transaction, increased 5% in the first six months of fiscal year 2005, compared with the same period a year ago. The W.P. Carey transaction had the effect of reducing storage revenues approximately $15.5 million i n the first six months of fiscal year 2005. Revenues at RepWest were $45.1 million lower for the first six months of 2004, compared with the same period a year ago. This decline reflects the impact of its strategy to exit unprofitable non U-Haul lines of business. At Oxford, revenue decreased 11% for the first six months of 2004, primarily as a result of the lingering effects of its rating downgrade by A. M. Best in 2003.
40
Earnings from operations were $195.4 million for the first six months of fiscal year 2005, compared with $174.6 million for the same period last year. Earnings from operations, at U-Haul, were $169.1 million for the first six months of fiscal year 2005. This reflects an improvement of $4.9 million, or 3% compared with the same period last year and reflects the above mentioned change in the timing of recognizing current year insurance expense and lost equipment rentals resulting from the hurricanes in the southeastern U.S. Through six months strong truck and storage rentals, along with increased fleet productivity were major contributors to the increase in operating profitability at U-Haul. Earnings from operations at Oxford were $6.2 million for the first six months of 2004, compared with $3.4 million for the same per iod last year. The increase from 2003 is due primarily to improved investment income, and positive loss experience in the Medicare supplement and Credit insurance segments. At RepWest, the run-off of our non-U-Haul insurance business is progressing as planned. As a result, earnings from operations were $0.5 million in the first six months of 2004, compared with a loss from operations of $14.4 million for the same period last year.
Interest expense for the first six months of fiscal year 2005 was $37.1 million. This compares with $61.7 million in the same period last year. The reduction in interest expense is due to the deconsolidation of SAC Holding Corporation, lower borrowings and lower borrowing costs. Income tax expense was $60.8 million for the first six months of fiscal year 2005, compared with $41.1 million in the same period last year, and reflects higher earnings before taxes. Preferred stock dividends were unchanged, at $6.5 million for both periods. As a result of the above mentioned items, net income available to common shareholders was $91.0 million for the first six months of fiscal year 2005, compared with $65.3 million for the same period last year. Earnings per share were $4.38 for the first six months of fiscal year 2005, comp ared with $3.15 for the same period last year. This reflects an improvement of 39%, or $1.23 per share.
Moving and Self-Storage
The following tables set forth net revenue and certain consolidated statements of income data for the periods indicated:
Quarter Ended September 30,
Changes
Changes
2004
2003
Dollar
Percentage
U-Haul International
(In thousands)
Rental revenue
$
465,836
$
456,186
$
9,650
2
%
Net sales
53,546
51,444
2,102
4
%
Net investment and interest income
5,339
7,804
(2,465
)
-32
%
Total revenues
524,721
515,434
9,287
2
%
Operating expenses
285,963
271,097
14,866
5
%
Commission expenses
54,625
53,789
836
2
%
Cost of sales
27,227
24,788
2,439
10
%
Lease expense
36,428
37,014
(586
)
-2
%
Depreciation, net (a)
27,386
30,314
(2,928
)
-10
%
Total costs and expense
431,629
417,002
14,627
4
%
Earnings from operations
93,092
98,432
(5,340
)
-5
%
Interest expense, net
(8,030
)
(4,081
)
(3,949
)
97
%
Pretax earnings
101,122
102,513
(1,391
)
-1
%
Income tax expense
(38,366
)
(37,698
)
(668
)
2
%
Net earnings
$
62,756
$
64,815
$
(2,059
)
-3
%
(a) Depreciation is shown net of (gains)/losses on the disposal of fixed assets:
41
Quarter Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Depreciation expense
$
25,401
$
26,344
Loss on disposals
1,985
3,970
Depreciation, net
$
27,386
$
30,314
Six Months Ended September 30,
Changes
Changes
2004
2003
Dollar
Percentage
U-Haul International
(In thousands)
Rental revenue
$
891,216
$
863,233
$
27,983
3
%
Net sales
110,440
105,720
4,720
4
%
Net investment and interest income
11,299
15,832
(4,533
)
-29
%
Total revenues
1,012,955
984,785
28,170
3
%
Operating expenses
555,691
533,832
21,859
4
%
Commission expenses
103,947
100,942
3,005
3
%
Cost of sales
53,235
50,415
2,820
6
%
Lease expense
77,167
74,534
2,633
4
%
Depreciation, net (a)
53,851
60,894
(7,043
)
-12
%
Total costs and expense
843,891
820,617
23,274
3
%
Earnings from operations
169,064
164,168
4,896
3
%
Interest expense, net
(6,904
)
(5,150
)
(1,754
)
34
%
Pretax earnings
175,968
169,318
6,650
4
%
Income tax expense
(66,889
)
(61,422
)
(5,467
)
9
%
Net earnings
$
109,079
$
107,896
$
1,183
1
%
(a) Depreciation is shown net of (gains)/losses on the disposal of fixed assets:
Six Months Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Depreciation expense
$
51,149
$
55,480
Loss on disposals
2,702
5,414
Depreciation, net
$
53,851
$
60,894
42
Quarter Ended September 30,
Changes
Changes
2004
2003
Dollar
Percentage
SAC Holdings *
(In thousands)
Rental revenue
$
7,505
$
41,858
$
(34,353
)
-82
%
Net sales
4,271
14,161
(9,890
)
-70
%
Total revenues
11,776
56,019
(44,243
)
-79
%
Operating expenses
5,446
28,493
(23,047
)
-81
%
Cost of sales
1,289
6,098
(4,809
)
-79
%
Depreciation, net
642
5,094
(4,452
)
-87
%
Total costs and expenses
7,377
39,685
(32,308
)
-81
%
Earnings from operations
4,399
16,334
(11,935
)
-73
%
Interest expense
3,968
20,414
(16,446
)
-81
%
Pretax income(loss)
431
(4,080
)
(4,511
)
-111
%
Income tax (expense)benefit
(231
)
1,585
(1,816
)
-115
%
Net earnings (loss)
$
200
$
(2,495
)
$
(2,695
)
-108
%
* SAC Holdings II for quarter ended September 2004 and SAC Holdings I & II for 2003
Six Months Ended September 30,
Changes
Changes
2004
2003
Dollar
Percentage
SAC Holdings *
(In thousands)
Rental revenue
$
14,514
$
84,158
$
(69,644
)
-83
%
Net sales
8,608
29,079
(20,471
)
-70
%
Total revenues
23,122
113,237
(90,115
)
-80
%
Operating expenses
11,389
56,615
(45,226
)
-80
%
Cost of sales
3,013
12,684
(9,671
)
-76
%
Depreciation, net
1,260
10,860
(9,600
)
-88
%
Total costs and expenses
15,662
80,159
(64,497
)
-80
%
Earnings from operations
7,460
33,078
(25,618
)
-77
%
Interest expense
7,231
41,221
(33,990
)
-82
%
Pretax loss
229
(8,143
)
(8,372
)
-103
%
Income tax (expense) benefit
(152
)
2,116
(2,268
)
-107
%
Net earnings (loss)
$
77
$
(6,027
)
$
(6,104
)
-101
%
* SAC Holdings II for six months ended September 2004 and SAC Holdings I & II for 2003
43
Quarter Ended September 30,
Changes
Changes
2004
2003
Dollar
Percentage
Amerco Real Estate
(In thousands)
Rental revenue
$
14,556
$
15,312
$
(756
)
-5
%
Net sales
-
22
(22
)
-100
%
Net investment and interest income
27
2,003
(1,976
)
-99
%
Total revenues
14,583
17,337
(2,754
)
-16
%
Operating expenses
1,617
1,870
(253
)
-14
%
Cost of sales
-
10
(10
)
-100
%
Lease expense
4
138
(134
)
-97
%
Depreciation, net (a)
2,006
1,995
11
1
%
Total costs and expenses
3,627
4,013
(386
)
-10
%
Earnings from operations
10,956
13,324
(2,368
)
-18
%
Interest expense
4,977
9,041
(4,064
)
-45
%
Pretax earnings
5,979
4,283
1,696
40
%
Income tax expense
(2,410
)
(1,793
)
(617
)
34
%
Net earnings
$
3,569
$
2,490
$
1,079
43
%
(a) Depreciation is shown net of (gains)/losses on the disposal of fixed assets:
Quarter Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Depreciation expense
$
2,160
2,140
Gain on disposals
(154
)
(145
)
Depreciation, net
$
2,006
1,995
44
Six Months Ended September 30,
Changes
Changes
2004
2003
Dollar
Percentage
Amerco Real Estate
(In thousands)
Rental revenue
$
29,363
$
30,140
$
(777
)
-3
%
Net sales
15
37
(22
)
-59
%
Net investment and interest income
54
3,995
(3,941
)
-99
%
Total revenues
29,432
34,172
(4,740
)
-14
%
Operating expenses
3,647
3,643
4
0
%
Cost of sales
8
16
(8
)
-50
%
Lease expense
27
275
(248
)
-90
%
Depreciation, net (a)
3,084
4,166
(1,082
)
-26
%
Total costs and expenses
6,766
8,100
(1,334
)
-16
%
Earnings from operations
22,666
26,072
(3,406
)
-13
%
Interest expense
6,624
15,838
(9,214
)
-58
%
Pretax earnings
16,042
10,234
5,808
57
%
Income tax expense
(6,380
)
(4,224
)
(2,156
)
51
%
Net earnings
$
9,662
$
6,010
$
3,652
61
%
(a) Depreciation is shown net of (gains)/losses on the disposal of fixed assets:
Six Months Ended September 30,
2004
2003
(Unaudited)
(In thousands)
Depreciation expense
$
4,309
4,291
Gain on disposals
(1,225
)
(125
)
Depreciation, net
$
3,084
4,166
Quarters Ended - September 30, 2004 versus September 30, 2003
Rental revenues at U-Haul, before consolidating entries, were $465.8 million for the second quarter of fiscal year 2005 compared with $456.2 million for the same period last year. This represents an increase of $9.7 million, or 2%, and was driven by a combination of factors, including increased equipment rentals, better price realization and product mix, net of lower storage revenues resulting from the sale of property pursuant to the W.P. Carey Transaction, and lost equipment rentals resulting from the hurricanes that affected the southeastern U.S. during August and September. Rental revenues at the SAC entities, before consolidating entries, were $7.5 million for the second quarter of fiscal year 2005, compared with $41.9 million for the same period last year. This represents a reduction of $34.4 million, and reflects the deconsolidation of SAC Holding Corporation. Rental revenues at Real Estate, before consolidating entries, were $14.6 million for the second quarter of fiscal year 2005 and $15.3 million for the same period last year.
Net sales of moving and self-storage related products and services at U-Haul were $53.5 million for the second quarter of fiscal year 2005, compared with $51.4 million for the same period last year. This represents an increase of $2.1 million, or 4%, and was driven by increased rental activity and improved pricing. Net sales of moving and self-storage related products and services at the SAC entities were $4.3 million for the second quarter of fiscal year 2005, compared with $14.2 million for the same period last year. This represents a reduction of $9.9 million, and reflects the deconsolidation of SAC Holding Corporation.
45
Net investment and interest income at U-Haul, before consolidating entries, was $5.3 million for the second quarter of fiscal year 2005, compared with $7.8 million for the same period last year. The reduction in interest income is directly related to lower average investment balances in SAC Holdings notes. Net investment and interest income at Real Estate, before consolidating entries, decreased $2.0 million in the second quarter of fiscal year 2005, compared with the same period last year. The reduction in interest income is directly related to lower investments in mortgage notes, which decreased as a result of lower investment balances in SAC Holdings notes.
Operating expenses at U-Haul, before consolidating entries, were $286.0 million for the second quarter of fiscal year 2005, compared with $271.1 million for the same period last year. This represents an increase of $14.9 million, or 5%, and was the result of increases in payroll, equipment maintenance and timing changes in the recognition of insurance costs. Increased payroll and maintenance were driven by increases in volume and inflation, partially offset by lower other operating expenses. Operating expenses at the SAC entities, before consolidating entries, were $5.4 million for the second quarter of fiscal year 2005, compared with $28.5 million for the same period last year. This represents a reduction of $23.0 million, and reflects the deconsolidation of SAC Holding Corporation. Operating expenses at Real Estate, before consolidating entries, were $1.6 million for the second quarter of fiscal year 2005, compared with $1.9 million for the same period last year.
Dealer commissions at U-Haul were $54.6 million for the second quarter of fiscal year 2005, compared with $53.8 million for the same period last year. This represents an increase of $0.8 million, or 2%, and was driven by increased equipment rentals at our independent dealers.
Lease expense at U-Haul, before consolidating entries, was $36.4 million for the second quarter of fiscal year 2005, compared with $37.0 million for the same period last year. This represents a decrease of $0.6 million, or 2%, and reflects a decrease in the amount of rental equipment we leased.
Depreciation expense at U-Haul, before consolidating entries, was $27.4 million for the second quarter of fiscal year 2005, compared with $30.3 million for the same period last year. Depreciation expense at SAC Holdings, before consolidating entries, was $0.6 million during the second quarter of fiscal year 2005, compared with $5.1 million for the same period last year. This represents a reduction of $4.5 million and reflects the deconsolidation of SAC Holding Corporation. Depreciation expense at Real Estate, before consolidating entries, was $2.0 million during the second quarter of fiscal year 2005, which is consistent with the same period last year.
Earnings from operations at U-Haul, before consolidating entries, were $93.1 million during the second quarter of fiscal year 2005, compared with $98.4 million for the same period last year. This represents an decrease of $5.3 million, or 5%, and is attributable to the change in the timing of recognizing current year insurance expense and lost equipment rentals resulting from the hurricanes that affected the southeastern U.S. during August and September. Earnings from operations at SAC Holdings, before consolidating entries, were $4.4 million in the second quarter of fiscal year 2005, compared with $16.3 million for the same period last year. This represents a reduction of $11.9 million, and reflects the deconsolidation of SAC Holding Corporation. Earnings from operations at Real Estate, before consolidating entries, were $11.0 million during the second quarter of fiscal year 2005, compared with $13.3 million for the same period last year. This represents a reduction of $2.3 million, and reflects lower interest income from investments in mortgage notes, partially offset by gains on real estate sales.
Six Months
Ended - September 30, 2004 versus September 30, 2003
Rental revenues at U-Haul, before consolidating entries, were $891.2 million for the first six months of fiscal year 2005, compared with $863.2 million for the same period last year. This represents an increase of $28.0 million, or 3% and was driven by a combination of factors, including increased equipment rentals, better price realization and product mix, net of lower storage revenues resulting from the sale of property pursuant to the W.P. Carey Transaction and lost equipment rentals resulting from the hurricanes that affected the southeastern U.S. during August and September. Rental revenues at the SAC entities, before consolidating entries, were $14.5 million for the first six months of fiscal year 2005, compared with $84.2 million for the same period last year. This represents a reduction of $69.6 million, and r eflects the deconsolidation of SAC Holding Corporation. Rental revenues at Real Estate, before consolidating entries, were $29.4 million for the first six months of fiscal year 2005, and $30.1 million for the same period last year.
46
Net sales of moving and self-storage related products and services at U-Haul were $110.4 million for the first six months of fiscal year 2005, compared with $105.7 million for the same period last year. This represents an increase of $4.7 million, or 4%, and was driven by increased rental activity and improved pricing. Net sales of moving and self-storage related products and services at the SAC entities were $8.6 million for the first six months of fiscal year 2005, compared with $29.1 million for the same period last year. This represents a reduction of $20.5 million, and reflects the deconsolidation of SAC Holding Corporation.
Net investment and interest income at U-Haul, before consolidating entries, was $11.3 million for the first six months of fiscal year 2005 compared with $15.8 million for the same period last year. The reduction in interest income is directly related to lower average investment balances in SAC Holdings notes. Net investment and interest income at Real Estate, before consolidating entries, was $3.9 million lower for the first six months of fiscal year 2005, compared with the same period last year. The reduction in interest income is directly related to lower investments in mortgage notes, which decreased as a result of lower investment balances in SAC Holdings notes.
Operating expenses at U-Haul, before consolidating entries, were $555.7 million for the first six months of fiscal year 2005, compared with $533.8 million for the same period last year. This represents an increase of $21.9 million, or 4%, and was the result of increases in payroll, equipment maintenance and changes in the timing recognition of insurance costs. Increases in payroll and maintenance were driven by increases in volume and inflation, partially offset by lower other operating expenses. Operating expenses at the SAC entities, before consolidating entries, were $11.4 million for the first six months of fiscal year 2005, compared with $56.6 million for the same period last year. This represents a reduction of $45.2 million, and reflects the deconsolidation of SAC Holding Corporation. Operating expenses at Real Estate, before consolidating entries, were $3.6 million for the first six months of fiscal year 2005, which is consistent with the same period last year.
Dealer commissions at U-Haul were $103.9 million for the first six months of fiscal year 2005, compared with $100.9 million for the same period last year. This represents an increase of $3.0 million, or 3%, and was driven by increased equipment rentals at our independent dealers.
Lease expense at U-Haul, before consolidating entries, was $77.2 million for the first six months of fiscal year 2005, compared with $74.5 million for the same period last year. This represents an increase of $2.6 million, or 4%, and reflects an increase in the amount of rental equipment we leased.
Depreciation expense at U-Haul, before consolidating entries, was $53.9 million for the first six months of fiscal year 2005, compared with $60.9 million for the same period last year. Depreciation expense at SAC Holdings, before consolidating entries, was $1.3 million during the first six months of fiscal year 2005, compared with $10.9 million for the same period last year. This represents a reduction of $9.6 million and reflects the deconsolidation of SAC Holding Corporation. Depreciation expense, net at Real Estate, before consolidating entries, was $3.1 million during the first six months of fiscal year 2005, compared with $4.2 million for the same period last year, and includes a gain of $1.2 million from asset disposals this year.
Earnings from operations at U-Haul, before consolidating entries, were $169.1 million during the first six months of fiscal year 2005, compared with $164.2 for the same period million last year. This represents an increase of $4.9 million, or 3%, and reflects the abovementioned change in the timing of recognizing current year insurance expense and lost equipment rentals resulting from the hurricanes in the southeastern U.S. Also, we experienced strong truck and storage rentals during the first six months of fiscal 2005, which along with increased fleet productivity, were major contributors to the increase in operating profitability at U-Haul. Earnings from operations at SAC Holdings, before consolidating entries, were $7.5 million in the first six months of fiscal year 2005, compared with $33.1 million for the same pe riod last year. This represents a reduction of $25.6 million, and reflects the deconsolidation of SAC Holding Corporation. Earnings from operations at Real Estate, before consolidating entries, were $22.7 million during the first six months of fiscal year 2005, compared with $26.1 million for the same period last year. This represents a reduction of $3.4 million, and reflects lower interest income from investments in mortgage notes, partially offset by gains on real estate sales.
47
Oxford Life Insurance Company
The following table sets forth net revenue and certain consolidated statements of income data for the periods indicated:
Quarter Ended June 30,
Changes
Changes
2004
2003
Dollar
Percentage
Oxford Life Insurance
(In thousands)
Premiums
$
32,405
$
38,341
$
(5,936
)
-15
%
Net investment income
5,480
5,324
156
3
%
Total revenue
37,885
43,665
(5,780
)
-13
%
Benefits and losses
23,585
28,031
(4,446
)
-16
%
Amortization of deferred
policy acquisition costs
5,995
5,303
692
13
%
Operating expenses
5,808
8,503
(2,695
)
-32
%
Total expenses
35,388
41,837
(6,449
)
-15
%
Earnings from operations
2,497
1,828
669
37
%
Income tax expense (benefit)
(849
)
56
(905
)
-1616
%
Net earnings
$
1,648
$
1,884
$
(236
)
-13
%
Net premiums were $32.4 million and $38.3 million for the quarters ended June 30, 2004 and 2003, respectively. Medicare supplement premiums decreased by $2.3 million due to lapses on closed lines being greater than new business written on active lines. Credit insurance premiums decreased $1.5 million for the quarter due to fewer accounts. Life and annuity premiums decreased $2.1 million due to fewer sales and annuitizations.
Net investment income before inter-company eliminations was $5.5 million and $5.3 million for the quarters ended June 30, 2004 and 2003, respectively.
Benefits incurred were $23.6 million and $28.0 million for the quarters ended June 30, 2004, and 2003, respectively. Medicare supplement incurred claims decreased $1.3 million due to reduced exposure and improved experience. Credit insurance benefits decreased $1.3 million due to reduced exposure and improved disability experience. Life insurance incurred claims declined $1.8 million due to declining sales and improved mortality experience.
Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $6.0 million and $5.3 million for the quarters ended June 30, 2004 and 2003, 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, amortized in relation to interest spreads. Amortization associated with annuity policies increased $1.0 million from the comparable 2003 quarter primarily due to increased surrender activity. Other segments had decreases of $0.3 from 2003 due to decreased new business volume.
Operating expenses were $5.8 million and $8.5 million for the quarters ended June 30, 2004, and 2003. Non-deferrable commissions decreased $1.9 million from 2003 primarily due to decreased sales of Medicare supplement and life products. Fee income from surrendered annuity policies netted into this category increased $0.8 million from the comparable 2003 quarter.
Operating profit before tax and inter-company eliminations was $2.5 million and $1.8 for the quarters ending June 30, 2004, and 2003, respectively. The increase from 2003 is due primarily to improved loss experience in the credit insurance segment.
48
Six Months Ended June 30,
Changes
Changes
2004
2003
Dollar
Percentage
Oxford Life Insurance
(In thousands)
Premiums
$
66,037
$
76,425
$
(10,388
)
-14
%
Net investment income
11,661
10,677
984
9
%
Total revenue
77,698
87,102
(9,404
)
-11
%
Benefits and losses
47,694
55,848
(8,154
)
-15
%
Amortization of deferred
policy acquisition costs
12,583
10,693
1,890
18
%
Operating expenses
11,251
17,153
(5,902
)
-34
%
Total expenses
71,528
83,694
(12,166
)
-15
%
Earnings from operations
6,170
3,408
2,762
81
%
Income tax expense
(2,152
)
(818
)
(1,334
)
163
%
Net earnings
$
4,018
$
2,590
$
1,428
55
%
Net premiums were $66.0 million and $76.4 million for the six months ended June 30, 2004 and 2003, respectively. Medicare supplement premiums decreased by $4.4 million due to lapses on closed lines being greater than new business written on active lines. Credit insurance premiums decreased $3.1 million due to fewer accounts. Life and annuity premiums decreased $2.9 million from fewer sales and annuitizations.
Net investment income before inter-company eliminations was $11.7 million and $10.7 million for the six months ended June 30, 2004 and 2003, respectively. This was primarily due to interest received from the maturity of inter-company investments.
Benefits incurred were $47.7 million and $55.8 million for the six months ended June 30, 2004, and 2003, respectively. Medicare supplement incurred claims decreased $4.3 million due primarily to reduced exposure. Credit insurance benefits decreased $1.7 million due to reduced exposure and improved disability experience. All other lines had decreases of $2.1 million.
Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $12.6 million and $10.7 million for the six months ended June 30, 2004 and 2003, 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, amortized in relation to interest spreads. Amortization associated with annuity policies increased $2.7 million from 2003 primarily due to increased surrender activity. Other segments had decreases of $0.8 from the comparable 2003 period due to decreased new business volume.
Operating expenses were $11.3 million and $17.2 million for the six months ended June 30, 2004, and 2003. Non-deferrable commissions have decreased $3.3 million from 2003 primarily due to decreased sales of Medicare supplement and life products. Fee income from surrendered annuity policies netted into this category increased $2.0 million from the comparable 2003 period. General and administrative expenses net of fees collected decreased $0.4 million.
Operating profit before tax and inter-company eliminations was $6.2 million, and $3.4 for the six months ending June 30, 2004, and 2003, respectively. The increase from 2003 is due primarily to improved investment income, and positive loss experience in the Medicare supplement and Credit insurance segments.
49
Republic Western Insurance Company
The following table sets forth net revenue and certain consolidated statements of income data for the periods indicated:
Quarter Ended June 30,
Changes
Changes
2004
2003
Dollar
Percentage
Property and Casualty Insurance
(In thousands)
Premiums
$
7,038
$
29,574
$
(22,536
)
-76
%
Net investment income
3,699
6,118
(2,419
)
-40
%
Total revenues
10,737
35,692
(24,955
)
-70
%
Benefits and losses
7,869
37,415
(29,546
)
-79
%
Amortization of deferred
policy acquisition costs
1,783
3,456
(1,673
)
-48
%
Operating expenses
982
9,023
(8,041
)
-89
%
Total expenses
10,634
49,894
(39,260
)
-79
%
Earnings/(loss) from operations
103
(14,202
)
14,305
101
%
Income tax benefit (expense)
(29
)
4,983
(5,012
)
-101
%
Net earnings (loss)
$
74
$
(9,219
)
$
9,293
101
%
Premiums, before inter-company eliminations, were $7.0 million and $29.6 million for the quarters ended June 30, 2004 and 2003, respectively. Premiums from terminated programs were $1.6 million and $23.2 million for the quarters ended June 30, 2004 and 2003, respectively. The decrease in 2004 is the result of the RepWest shifting its operating focus away from non-affiliated and unprofitable lines of business. Rental industry revenues were $5.4 million and $6.4 million for the quarters ended June 30, 2004 and 2003, respectively. The 2004 decrease is the result of decreased premiums in the non-U-Haul self storage program.
Net investment income was $3.7 million and $6.1 million for the quarters ended June 30, 2004 and 2003, respectively. The decrease in 2004 is attributable to RepWest exiting non U-Haul lines which resulted in an overall decrease in invested assets. This reduction will continue until reserves associated from these exited lines are run-off.
Benefits and losses incurred were $7.9 million and $37.4 million for the quarters ended June 30, 2004 and 2003, respectively. The decrease in 2004 is due to RepWest terminating its non U-Haul related programs and reserve strengthening that was done during the prior year.
Net operating expenses, which are offset by claims handling fees, were $1.0 million and $9.0 million for the quarters ended June 30, 2004 and 2003 respectively. Included in net operating expenses are commissions that were $1.3 million and $8.6 million for the quarters ended June 30, 2004 and 2003, respectively. The decrease in 2004 is due to decreased premium writings.
Pretax gain/(loss) from operations was $0.1 million and ($14.2) million for the quarters ended June 30, 2004 and 2003. The improvement during fiscal 2005 is the result of the elimination of unprofitable programs and the reserve strengthening that was done during the comparable period in the prior year.
50
Six Months Ended June 30,
Changes
Changes
2004
2003
Dollar
Percentage
Property and Casualty Insurance
(In thousands)
Premiums
$
16,840
$
58,141
$
(41,301
)
-71
%
Net investment income
8,236
11,922
(3,686
)
-31
%
Total revenues
25,076
70,063
(44,987
)
-64
%
Benefits and losses
17,897
62,997
(45,100
)
-72
%
Amortization of deferred
policy acquisition costs
5,153
7,166
(2,013
)
-28
%
Operating expenses
1,557
14,301
(12,744
)
-89
%
Total expenses
24,607
84,464
(59,857
)
-71
%
Earnings/(loss) from operations
469
(14,401
)
14,870
103
%
Income tax benefit (expense)
(157
)
5,046
(5,203
)
-103
%
Net earnings (loss)
$
312
$
(9,355
)
$
9,667
103
%
Premiums, before inter-company eliminations, were $16.8 million and $58.1 million for the six months ended June 30, 2004 and 2003, respectively. Premiums from terminated programs were $6.5 million and $45.4 million for the six months ended June 30, 2004 and 2003, respectively. The decrease in 2004 is the result of the RepWest shifting its operating focus away from non-affiliated and unprofitable lines of business. Rental industry revenues were $10.3 million and $12.7 million for the six months ended June 30, 2004 and 2003, respectively. The 2004 decrease is the result of decreased premiums in the RepWests non-U-Haul self storage program.
Net investment income was $8.2 million and $11.9 million for the six months ended June 30, 2004 and 2003, respectively. The decrease in 2004 is attributable to RepWest exiting non U-Haul lines which resulted in an overall decrease in invested assets. This reduction will continue until reserves associated from these exited lines are run-off.
Benefits and losses incurred were $17.9 million and $63.0 million for the six months ended June 30, 2004 and 2003, respectively. The decrease in 2004 is due to RepWest terminating its non U-Haul related programs and reserve strengthening that was done during the prior year.
Operating expenses, which are offset by claims handling fees, were $1.6 million and $14.3 million for the six months ended June 30, 2004 and 2003 respectively. Included in net operating expenses are commissions that were $3.5 million and $16.2 million for the six months ended June 30, 2004 and 2003, respectively. The decrease in 2004 is due to decreased premium writings.
Pretax gain/(loss) from operations was $0.5 million and ($14.4) million for the six months ended June 30, 2004 and 2003. The improvement during fiscal 2005 is the result of the elimination of unprofitable programs and the reserve strengthening that was done during the prior year
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 year 2009. The senior subordinated notes mature at the end of fiscal year 2011. 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. The terms of our secured indebtedness place financial and operational covenants on AMERCO and its subsidiaries, and restrict ou r ability to incur additional indebtedness and other obligations.
At September 30, 2004, cash and cash equivalents totaled $45.8 million, compared with $81.6 million on March 31, 2004. In addition, as of September 30, 2004, AMERCO has availability under its revolving credit facility of $200.0 million.
At September 30, 2004, notes and loans payable were $696.9 million, and represented 1.2 times stockholders equity. At March 31, 2004, notes and loans payable were $862.7 million, and represented 1.7 times stockholders equity.
51
On April 30, 2004, AMERCO completed its transaction with W.P. Carey (UH Storage DE), effectively terminating its amended and restated leases (the synthetic leases) with the Bank of Montreal and Citibank. This transaction resulted in AMERCO eliminating its capital lease obligations of approximately $99.6 million during the first quarter of fiscal year 2005.
For the first six months of fiscal year 2005, cash provided by operating activities was $168.1 million, compared with $130.6 million in the first six months of fiscal year 2004. This improvement of $37.5 million was primarily driven by stronger earnings.
Investing activities provided $119.5 million in net cash during the first six months of fiscal year 2005, compared to a use of $36.5 million in the first six months of fiscal year 2004. The majority of the increase in the first six months of fiscal year 2005 compared with the first six months of fiscal year 2004 was related to the W. P. Carey Transaction. Gross capital expenditures were $161.7 million and $102.3 million through September 30, 2004 and September 30, 2003, respectively. Capital dispositions were $220.8 million and $19.1 million through September 30, 2004 and September 30, 2003, respectively.
Financing activities used $323.4 million during the first six months of fiscal year 2005. This primarily reflects the pay down of $180.3 million on our revolving line of credit and the termination of the synthetic lease obligations, and the net change in contract deposits and withdrawals by Oxford during the first six months of fiscal year 2005. This compares with usage of $9.3 million from financing activities during the first six months of fiscal year 2004.
Liquidity and Capital Resources and Requirements of Our Operating Segments
Moving and Self-Storage
To meet the needs of our customers, U-Haul maintains a large fleet of rental equipment. Historically, capital requirements have primarily reflected new rental equipment acquisitions. The capital to fund these requirements has historically been obtained through internally generated funds from operations, lease financing and sales of used equipment. Going forward, we anticipate that a substantial portion of our internally generated funds will be used to enhance liquidity by paying down existing indebtedness. During each of the fiscal years ended March 31, 2005, 2006 and 2007, U-Haul estimates that net capital expenditures will average approximately $150 million to maintain its fleet at current levels. Financial covenants contained in our loan agreements limit the amount of capital expenditures we can make in fiscal year s 2005, 2006, and 2007, net of dispositions, to $185 million, $245 million and $195 million, respectively. Management estimates that U-Haul will fund its fleet expansion requirements from leasing and from the proceeds from the sale of trucks. We intend to focus our growth on expanding our independent dealer network, which does not require a substantial amount of capital resources. Net capital proceeds were $60.1 million for the first six months of fiscal year 2005. Excluding the effect of W.P. Carey, the capital outlays were $100 million. Rental truck net capital expenditures primarily reflect lease residual buyouts.
Real Estate has traditionally financed the acquisition of self-storage properties to support U-Hauls growth through lease and debt financing. U-Hauls growth plan in self-storage is focused on eMove, which does not require acquisition or construction of self-storage properties by the Company. Therefore, Real Estate will not require substantial capital for its future plans.
SAC Holdings operations are funded by various mortgage loans, secured and unsecured notes. SAC Holdings does not utilize revolving lines of credit to finance its operations or acquisitions. Certain of SAC Holdings loan agreements contain restrictive covenants and restrictions on incurring additional subsidiary indebtedness.
Oxford Life Insurance Company
As of June 30, 2004, Oxford had no notes and loans payable in less than one year and its accounts payable and accrued expenses total approximately $2.0 million. Oxfords financial assets (cash, receivables, short-term investments, other investments, and fixed maturities) at June 30, 2004 were approximately $784.6 million. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, Oxfords funds are generally not available to satisfy the claims of the creditors of AMERCO or its legal subsidiaries.
Oxford's primary sources of cash are premiums, receipts from interest-sensitive products, and investment income. The primary uses of cash are operating costs and benefit payments to policyholders. Matching the investment portfolio to the cash flow demands of the types of insurance being written is an important consideration. Benefit and claim statistics are continually monitored to provide projections of future cash requirements.
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Cash provided by operating activities was $4.4 million, and $2.5 million for the six months ended June 30, 2004, and 2003 respectively. Cash used by financing activities was $47.8 million, and $4.9 million for the six months ended June 30, 2004, and 2003, respectively. Cash flows from deferred annuity sales are a component of financing activities. Investment contract deposits increase cash flows while surrenders of these policies are a use of funds. The decrease in investment contract deposits over 2003 is due to a reduction in new contract sales and an increase in contract surrenders; both due to Oxfords decreased ratings.
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 June 30, 2004 and 2003, short-term investments amounted to $97.6 million, and $144.5 million, respectively. Management believes that the overall sources of liquidity will continue to meet foreseeable cash needs.
Oxfords stockholder's equity was $116.4 million, and $169.0 million as of June 30, 2004, and December 31, 2003, respectively. Increases from earnings were offset by decreases in unrealized gains resulting from the change in interest rates.
Applicable laws and regulations of the State of Arizona require the Company's insurance subsidiaries to maintain minimum capital and surplus determined in accordance with statutory accounting practices. With respect to Oxford, the amount is $0.4 million. In addition, the amount of dividends that can be paid to shareholders by insurance companies domiciled in the State of Arizona is limited. Any dividend in excess of the limit requires prior regulatory approval. At June 30, 2004, Oxford cannot distribute any of its statutory surplus as dividends without regulatory approval.
Property and Casualty Insurance
As of June 30, 2004, RepWest had no notes or loans due in less than one year and its accounts payable, accrued expenses, and other payables were approximately $17.6 million. RepWests financial assets (cash, receivables, inventories and short-term investments) at June 30, 2004 were approximately $371.3 million.
State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, RepWests funds are generally not available to satisfy the claims of the creditors of AMERCO or its legal subsidiaries. Conversely, AMERCOs loan agreements prohibit any loans, capital contributions or other advances to RepWest by AMERCO.
The primary sources of cash for RepWest include invested assets, premiums and investment income. The primary uses of cash are operating costs and benefit payments to policyholders. Matching the investment portfolio to the cash flow demands of the types of insurance written is an important consideration. Benefit and claim statistics are continually monitored to provide projections of future cash requirements.
RepWests cash and cash equivalents and short-term investment portfolio were $67.3 million and $62.1 million at June 30, 2004 and December 31, 2003 respectively. This balance reflects funds in transition from maturity proceeds to long term investments. This level of liquid assets, combined with budgeted cash flow, is adequate to meet periodic needs.
For additional information about the "DOI Supervision" reference is made to the section on "Risk Factors" under the title "RepWest has consented to an Order of Supervision issued by the Arizona Department of Insurance".
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Cash Provided from Operating Activities by Operating Segments
Moving and Self-Storage
Cash provided by operating activities from U-Haul was $9.0 million and $94.9 million for the first six months of fiscal years 2005 and 2004, respectively. Cash provided by operating activities for Real Estate was $1.1 million and $0.6 million for the first six months of fiscal years 2005 and 2004, respectively. Cash provided from operating activities for SAC Holdings was $0.5 million and $6.3 million for the first six months of fiscal years 2005 and 2004, respectively. The cash provided by U-Haul International operations for the first six months ended September 30, 2004 was approximately $189 million and approximately $145 million for the same period last year. Of this amount for the first six months of September 30, 2004, U-Haul transferred approximately $180 million to its parent, AMERCO, to extinguish out standing debt, and approximately $50 million for the same period last year.
Life Insurance
Cash provided by operating activities was $4.4 million, and $2.5 million for the first six months ended June 30, 2004, and 2003 respectively
Property and Casualty Insurance
Cash flows used by operating activities were $22.6 million and $52.5 million for the six months ended June 30, 2004 and 2003, respectively. The cash used by operating activities is the result of RepWest exiting the assumed reinsurance and non U-Haul related lines. As RepWest adjudicates the claims in these lines there will be a continued use of its portfolio and a corresponding decrease in insurance reserves.
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 and working capital requirements.
For a more detailed discussion of our long-term debt and borrowing capacity, please see footnote 5 "Borrowings" to the "Notes to the Condensed Consolidated Financial Statements."
Disclosures about Contractual Obligations and Commercial Commitments
AMERCO uses certain equipment and occupies certain facilities under operating lease commitments with terms expiring through 2034, with the exception of one land lease expiring in 2079. In the event of a shortfall in proceeds from the sale of the underlying assets, AMERCO has guaranteed approximately $178.5 million of residual values at September 30, 2004 for these assets at the end of the respective lease terms. AMERCO has been leasing equipment since 1987. Thus far, we have experienced no residual value shortfalls. (See details related to operating lease commitments in footnote 9 "Contingent Liabilities and Commitments" to the "Notes to the Condensed Consolidated Financial Statements.")
Business Outlook
As we look ahead to the remainder of fiscal year 2005, we believe the momentum in our moving and self-storage segments will continue, adjusted for the deconsolidation of SAC Holding Corporation and the W.P. Carey Transaction. During fiscal year 2004, we reported approximately $101.9 million of revenues, $26.5 million of earnings from operations, $37.8 million of interest expense, and a net loss of $8.6 million related to the 281 SAC Holdings properties which were deconsolidated March 31, 2004. We reported approximately $29.2 million of storage revenues during fiscal year 2004 at the 78 self-storage properties that were recently sold to W.P. Carey (UH Storage DE).
U-Haul is expected to continue to benefit from the initiatives mentioned earlier, including positive sales increases and maintenance and repair cost improvements associated with our fleet replacement program.
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Oxford is in the process of rebuilding its distribution that was impacted by the AMERCO restructuring. Prior to the restructuring, Oxford was rated B++ by A.M. Best. The rating was reduced to C+ during the restructuring. In March 2004 the rating was upgraded to B-. In October 2004 the rating was upgraded to B with a continued positive outlook. Continued improvement in the rating will be a key factor in the success of Oxfords marketing programs including annuities, life insurance, Medicare supplement, and credit life and disability. Oxfords statutory capital measurements continue to strengthen and existing business is expected to continue to perform profitably.
RepWest expects to realize the benefits of its changed business plan. During fiscal 2004, we successfully discontinued the majority of the unprofitable direct and assumed reinsurance lines and significantly strengthened our reserves associated with those lines. U-Haul related lines have historically been profitable and we expect to see the results of the new business plan during fiscal year 2005. We believe that RepWests statutory capital measurements will continue to strengthen as the reserves of the discontinued lines are being run off. We are working with the Arizona Department of Insurance regarding the supervision order and expect it to be resolved in the future.
Risk Factors
We operate in a highly competitive industry.
The truck rental industry is highly competitive and includes a number of significant national and hundreds of regional and local competitors. Competition is generally based on price, product quality, convenience, availability, brand name recognition and service. 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.
We compete with national and regional self-storage operators as well as local operators. Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates and operating expenses of our facilities. Competition might cause us to experience a decrease in occupancy levels, limit our ability to increase rental rates and compel us to offer discounted rental rates which could have a material adverse effect on our 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 September 30, 2004, 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 own 8,789,973 shares (approximately 41.3%) 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. In addition, 2,230,061 shares (approximately 10.5%) 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, 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. 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. Under this program, we spent $43.7 million between April 1988 and September 30, 2004. Despite these compliance efforts, risk of environmental liability is part of the nature of our business.
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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 or future environmental liabilities will not have a material adverse effect on our business.
Our business is seasonal.
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. Our fourth fiscal quarter is generally weakest, when there is a greater potential for adverse weather conditions.
We obtain our rental trucks from a l
imited number of manufacturers.
In the past ten years, we purchased most of our rental trucks from Ford and General Motors. Although we believe that we have 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.
Our property and casualty insurance busines
s has suffered extensive losses.
Since January 2000, our property and casualty insurance business, RepWest, reported losses totaling approximately $149 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 and have strengthened the reserves on the lines being eliminated. 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. A.M. Best has indicated the rating outlook for our life insurance business is positive. Prior to AMERCOs restructuring Oxford was rated B++. Financial strength ratings are important external factors that can affect the success of Oxfords business plans. Accordingly, if Oxfords ratings, relative to its competitors, do not continue to improve, Oxford may not be able to retain and attract business as currently planned.
Notes receivable from SAC Holdings are a significant portion of AMERCOS total asset
s.
At September 30, 2004, we held approximately $203.8 million of notes due from SAC Holdings. Although these assets have been eliminated in the consolidating financial statements, we have significant 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 significant loss. We cannot assure you that SAC Holdings will not default on its loans to their 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 obliged, 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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RepWest has consented to an Order of Supervision issued by the Arizona Department of Insurance.
On May 20, 2003, RepWest consented to an Order for Supervision issued by the Arizona Department of Insurance ("DOI"). The DOI determined that RepWests level of risk based capital (RBC) allowed for regulatory control. Pursuant to this order and Arizona law, during the period of supervision, RepWest may not engage in any of the following activities without the prior approval of the DOI:
a. dispose of, convey or encumber any of its assets or its business in force;
b. withdraw any of its bank accounts;
c. lend any of its funds;
d. invest any of its funds;
e. transfer any of its property;
f. incur any debt, obligation or liability including the issuance of all new and renewal business;
g. merge or consolidate with another company;
h. enter into any new reinsurance contract or treaty; or
i. enter into any affiliate transactions.
In order to abate the DOIs order, RepWest must establish that it possesses surplus in compliance with Arizona law and as the Director of Insurance may require based on type, volume or nature of its business pursuant to Arizona law and establish that certain credit risks associated with the exposures to AMERCO and its affiliates have been eliminated.
If RepWest fails to satisfy the DOIs concerns, the DOI may take further action, including, but not limited to, commencing a conservatorship.
Subsequent Event
RWIC experienced insurances losses associated with the recent hurricanes in the southeastern United States.
These losses will be reflected in RWICs third and fourth quarter financial statements. The estimated losses approximate $5 to $7 million dollars after taxes.
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. Interest rate cap contracts represent non-linear derivative instruments which protect the holder from rises in short-term interest rates by making a payment to the holder when an underlying interest rate (the index or reference interest rate) exceeds a specified strike rate (the cap rate). During the second quarter of fiscal year 2005, 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. At September 30, 2004, the Company had approximately $348.3 million of variable rate debt obligations. A fluctuation in interest rates of 100 basis points would change interest expense for the Company by approximately $3.5 million annually to the extent that the three month LIBOR is below 3.0% and by $1.0 million to the extent that the three month LIBOR exceeds 3.0%.
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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% of our revenue is generated in Canada. The result of a 10% 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.
Item 4.
Controls and Procedures
We conducted an evaluation of the effectiveness of the design and operation of our "disclosure controls and procedures" (Disclosure Controls) as of the end of the period covered by this Quarterly Report. The controls evaluation was done under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO).
Definition of Disclosure Controls
Disclosure Controls are controls and procedures designed to assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure Controls include controls and procedures designed to ensure that such information is accumulated and communicated to our management, including the CEO and the CFO, 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 fin ancial 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 Disclosure Controls, they are included in the scope of our quarterly controls evaluation.
Limitations on the Effectiveness of Controls
The management of the Company, including the CEO and the CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent all error or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. Further, 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance 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 b e 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 certain future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.
Scope of the Controls Evaluation
The evaluation of our Disclosure Controls included a review of the objectives and design of the controls, the implementation of the controls by the Company and the effect of the controls on the information generated for use in this Quarterly Report. In the course of the controls evaluation, we sought to identify data errors, control problems or acts of fraud and confirm that appropriate corrective action, 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 the CFO, concerning the effectiveness of the controls can be reported in our Quarterly Reports on Form 10-Q and to supplement our disclosures made in our Annual Report on Form 10-K. Many of the components of our Disclosure Controls are evaluated on an on-going basis by personnel in our finance department, as well as our independent auditors who evaluate them in connection with determining their auditing procedures related to their report on our annual financial statements. 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.
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Among other matters, we also considered whether our evaluation identified any "significant deficiencies" or "material weaknesses" in our internal control over financial reporting, and whether the Company had identified any acts of fraud involving personnel with a significant role in our internal control over financial reporting. This information was important both for the controls evaluation generally, and because item 5 of the certifications of the CEO and the CFO requires that the CEO and the CFO disclose that information to the Audit Committee of our Board and the independent auditors. In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions," which are deficiencies in the design or operation of controls that could adversely affect our ability to record, process, summarize and report financial data in the financial statements. Auditing literature defines "material weakness" as a particularly serious reportable condition in which the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and the risk that such misstatements would not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to address other controls matters in the controls evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accordance with our on-going procedures.
Conclusions
Based upon the controls evaluation, our CEO and CFO have concluded that, subject to the limitations noted above, as of the end of the period covered by this Quarterly Report, our Disclosure Controls were effective to provide assurance that material information relating to AMERCO and its consolidated subsidiaries is made known to management, including the CEO and the CFO, particularly during the period when our periodic reports are being prepared.
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 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 1.
Legal Proceedings
Kocher
On July 20, 2000, Charles Kocher (Kocher) filed suit in Wetzel County, West Virginia, Civil Action No. 00-C-51-K, entitled Charles Kocher v. Oxford Life Insurance Co. (Oxford) seeking compensatory and punitive damages for breach of contract, bad faith and unfair claims settlement practices arising from an alleged failure of Oxford to properly and timely pay a claim under a disability and dismemberment policy. On March 22, 2002, the jury returned a verdict of $5 million in compensatory damages and $34 million in punitive damages. On November 5, 2002, the trial court entered an Order (Order) affirming the $39 million jury verdict and denying Oxfords motion for New Trial Or, in The Alternative, Remittitur. On January 27, 2004, the matter was argued before the West Virginia Supreme Court and taken under advisement. On September 17, 2004 the West Virginia Supreme Court reversed and vacated the punitive damages award and remanded the case for a new trial on punitive damages. The trial judge has set an April 28, 2005 trial date. The Company has accrued $725,000, which represents managements best estimate of the costs associated with legal fees to appeal and re-try the case. The Company has notified its E & O carrier of the West Virginia Supreme Courts ruling. The E&O carrier is disputing coverage in a declaratory judgment action against Oxford.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 20, 2004, an exchange occurred between the Company and James P. Shoen. Mr. Shoen, transferred 1,946,314 shares of AMERCO Series A Common Stock, $0.25 par value, in exchange for 1,946,314 shares of AMERCO Common Stock, $0.25 par value. Mr. Shoen is a director, employee and significant shareholder of AMERCO. No gain or loss was recognized as a result of this transaction. This exchange was completed as an offering exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
The following table provides information about purchases of our equity securities during the quarter ended September 30, 2004.
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 through July 31, 2004
-
-
-
August 1 through August 31, 2004
1,946,314 (a)
(b)
-
September 1 through September 30, 2004
-
-
-
1,946,314 (a)
(b)
-
-
(a) Series A Common Stock, par value $0.25 per share.
(b) Consideration paid by AMERCO was 1,946,314 shares of its Common Stock, par value $0.25.
Item 3. Defaults upon Senior Securities
Not applicable.
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Item 4. Submission of Matters to a Vote of Security Holders
The 2004 Annual Meeting of Stockholders was held on September 24, 2004. At the 2004 Annual Meeting of Stockholders, Edward J. Shoen and M. Frank Lyons were elected to serve as directors until the 2008 Annual Meeting of Stockholders. John M. Dodds and James P. Shoen continue as directors with terms that expire at the 2005 Annual Meeting of Stockholders; William E. Carty and Charles J. Bayer continue as directors with terms that expire at the 2006 Annual Meetings of Stockholders; and John P. Brogan and James J. Grogan continue as directors with terms that expire at the 2007 Annual Meeting of Stockholders. In addition, our Stockholders rejected a shareholder proposal that "independent directors" constitute two-thirds of the Board of Directors and to define the meaning of "independent director" for this purpose. The follo wing table sets forth the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each matter voted on at the 2004 Annual Meeting of Stockholders.
Votes Cast For
Votes Cast Against
Withheld
Abstentions
Non-Votes
Election of Directors
Edward J. Shoen
10,326,119
-
932,676
-
-
M. Frank Lyons
9,783,768
-
1,475,027
-
-
Shareholder Proposal
Regarding Independent Directors
1,095,820
9,303,506
-
614,519
-
Item 5. Other Information
For inclusion in the proxy statement and form of proxy relating to the 2005 Annual Meeting of Stockholders, a proposal intended for presentation at that meeting must be submitted in accordance with the applicable rules of the Securities and Exchange Commission and received by the Secretary of AMERCO, c/o U-Haul International, Inc., 2721 North Central Avenue, Phoenix, Arizona 85004, on or before March 25, 2005. Proposals to be presented at the 2005 Annual Meeting of Stockholders that are not intended for inclusion in the proxy statement and form of proxy must be submitted by that date and in a accordance with the applicable provisions of the Companys By-Laws, a copy of which is available upon written request, delivered to the Secretary of AMERCO at the address in the preceding sentence. The Company suggests that proponents submit their proposals to the Secretary of AMERCO by Certified Mail-Return Receipt Requested.
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Item 6. Exhibits
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 AMERCOs 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 AMERCOs Current Report on Form 8-K filed October 20, 2003, file no. 1-11255
2.3
Amended Joint Plan of Reorganization of AMERCO and Amerco Real Estate Company
Incorporated by reference to AMERCOs 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 AMERCOs 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 AMERCOs 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 AMERCOs 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 AMERCOs Annual Report on Form 10-K for the year ended March 31, 2003, file no. 1-11255
31.1
Rule 13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO and U-Haul International, Inc.
Filed herewith
31.2
Rule 13a-14(a)/15d-14(a) Certificate of Jack A. Peterson, Chief Financial 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
Filed herewith
32.2
Certificate of Jack A. Peterson, Chief Financial Officer of AMERCO pursuant to Section 906 of the Sabanes-Oxley Act of 2002
Filed herewith
32.3
Certificate of Robert T. Peterson, Chief Financial Officer of U-Haul International, Inc. pursuant to Section 906 of the Sabanes-Oxley Act of 2002
Filed herewith
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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: November 9, 2004
/s/ Edward J. Shoen
Edward J. Shoen
President and Chairman of the Board
(Duly Authorized Officer)
Date: November 9, 2004
/s/ Jack A. Peterson
Jack A. Peterson
Chief Financial Officer
(Principal Financial Officer)
U-HAUL INTERNATIONAL, INC.
Date: November 9, 2004
/s/ Edward J. Shoen
Edward J. Shoen
President and Chairman of the Board
(Duly Authorized Officer)
Date: November 9, 2004
/s/ Robert T. Peterson
Robert T. Peterson
Chief Financial Officer
(Principal Financial Officer)