Companies:
10,652
total market cap:
โน12847.313 T
Sign In
๐บ๐ธ
EN
English
โน INR
$
USD
๐บ๐ธ
โฌ
EUR
๐ช๐บ
ยฃ
GBP
๐ฌ๐ง
$
CAD
๐จ๐ฆ
$
AUD
๐ฆ๐บ
$
NZD
๐ณ๐ฟ
$
HKD
๐ญ๐ฐ
$
SGD
๐ธ๐ฌ
Global ranking
Ranking by countries
America
๐บ๐ธ United States
๐จ๐ฆ Canada
๐ฒ๐ฝ Mexico
๐ง๐ท Brazil
๐จ๐ฑ Chile
Europe
๐ช๐บ European Union
๐ฉ๐ช Germany
๐ฌ๐ง United Kingdom
๐ซ๐ท France
๐ช๐ธ Spain
๐ณ๐ฑ Netherlands
๐ธ๐ช Sweden
๐ฎ๐น Italy
๐จ๐ญ Switzerland
๐ต๐ฑ Poland
๐ซ๐ฎ Finland
Asia
๐จ๐ณ China
๐ฏ๐ต Japan
๐ฐ๐ท South Korea
๐ญ๐ฐ Hong Kong
๐ธ๐ฌ Singapore
๐ฎ๐ฉ Indonesia
๐ฎ๐ณ India
๐ฒ๐พ Malaysia
๐น๐ผ Taiwan
๐น๐ญ Thailand
๐ป๐ณ Vietnam
Others
๐ฆ๐บ Australia
๐ณ๐ฟ New Zealand
๐ฎ๐ฑ Israel
๐ธ๐ฆ Saudi Arabia
๐น๐ท Turkey
๐ท๐บ Russia
๐ฟ๐ฆ South Africa
>> All Countries
Ranking by categories
๐ All assets by Market Cap
๐ Automakers
โ๏ธ Airlines
๐ซ Airports
โ๏ธ Aircraft manufacturers
๐ฆ Banks
๐จ Hotels
๐ Pharmaceuticals
๐ E-Commerce
โ๏ธ Healthcare
๐ฆ Courier services
๐ฐ Media/Press
๐ท Alcoholic beverages
๐ฅค Beverages
๐ Clothing
โ๏ธ Mining
๐ Railways
๐ฆ Insurance
๐ Real estate
โ Ports
๐ผ Professional services
๐ด Food
๐ Restaurant chains
โ๐ป Software
๐ Semiconductors
๐ฌ Tobacco
๐ณ Financial services
๐ข Oil&Gas
๐ Electricity
๐งช Chemicals
๐ฐ Investment
๐ก Telecommunication
๐๏ธ Retail
๐ฅ๏ธ Internet
๐ Construction
๐ฎ Video Game
๐ป Tech
๐ฆพ AI
>> All Categories
ETFs
๐ All ETFs
๐๏ธ Bond ETFs
๏ผ Dividend ETFs
โฟ Bitcoin ETFs
โข Ethereum ETFs
๐ช Crypto Currency ETFs
๐ฅ Gold ETFs & ETCs
๐ฅ Silver ETFs & ETCs
๐ข๏ธ Oil ETFs & ETCs
๐ฝ Commodities ETFs & ETNs
๐ Emerging Markets ETFs
๐ Small-Cap ETFs
๐ Low volatility ETFs
๐ Inverse/Bear ETFs
โฌ๏ธ Leveraged ETFs
๐ Global/World ETFs
๐บ๐ธ USA ETFs
๐บ๐ธ S&P 500 ETFs
๐บ๐ธ Dow Jones ETFs
๐ช๐บ Europe ETFs
๐จ๐ณ China ETFs
๐ฏ๐ต Japan ETFs
๐ฎ๐ณ India ETFs
๐ฌ๐ง UK ETFs
๐ฉ๐ช Germany ETFs
๐ซ๐ท France ETFs
โ๏ธ Mining ETFs
โ๏ธ Gold Mining ETFs
โ๏ธ Silver Mining ETFs
๐งฌ Biotech ETFs
๐ฉโ๐ป Tech ETFs
๐ Real Estate ETFs
โ๏ธ Healthcare ETFs
โก Energy ETFs
๐ Renewable Energy ETFs
๐ก๏ธ Insurance ETFs
๐ฐ Water ETFs
๐ด Food & Beverage ETFs
๐ฑ Socially Responsible ETFs
๐ฃ๏ธ Infrastructure ETFs
๐ก Innovation ETFs
๐ Semiconductors ETFs
๐ Aerospace & Defense ETFs
๐ Cybersecurity ETFs
๐ฆพ Artificial Intelligence ETFs
Watchlist
Account
U-Haul
UHAL
#1865
Rank
โน998.85 B
Marketcap
๐บ๐ธ
United States
Country
โน5,258
Share price
1.51%
Change (1 day)
-14.48%
Change (1 year)
๐ฆ Insurance
Rental & Leasing Services
Categories
Market cap
Revenue
Earnings
Price history
P/E ratio
P/S ratio
Annual Reports (10-K)
More
Price history
P/E ratio
P/S ratio
P/B ratio
Operating margin
EPS
Stock Splits
Dividends
Shares outstanding
Fails to deliver
Cost to borrow
Total assets
Total liabilities
Total debt
Cash on Hand
Net Assets
U-Haul
Annual Reports (10-K)
Submitted on 2008-06-04
U-Haul - 10-K annual report
Text size:
Small
Medium
Large
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
R
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended March 31, 2008
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
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of Class
Name of Each Exchange on Which
Registered
AMERCO
Series A 8 ½% Preferred Stock
New York Stock Exchange
AMERCO
Common
NASDAQ
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
£
No
R
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes
£
No
R
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
R
No
£
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
£
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of a “large accelerated filer”, “accelerated filer” , “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer
£
Accelerated filer
R
Non-accelerated filer
£
Smaller reporting company
£
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
£
No
R
The aggregate market value of AMERCO common stock held by non-affiliates on September 30, 2007 was $284,291,154. The aggregate market value was computed using the closing price for the common stock trading on NASDAQ on such date. Shares held by executive officers, directors and persons owning directly or indirectly more than 5% of the outstanding common stock have been excluded from the preceding number because such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
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
£
19,631,314 shares of AMERCO Common Stock, $0.25 par value were outstanding at June 1, 2008.
Documents incorporated by reference: Portions of AMERCO’s definitive Proxy Statement for the 2008 Annual Meeting of Stockholders, to be filed within 120 days after AMERCO’s fiscal year ended March 31, 2008, are incorporated by reference into Part III of this report.
TABLE OF CONTENTS
Page No.
PART I
Item 1.
Business
2 – 7
Item 1A.
Risk Factors
7 – 10
Item 1B.
Unresolved Staff Comments
10
Item 2.
Properties
10
Item 3.
Legal Proceedings
11 - 12
Item 4.
S
ubmission of Matters to a Vote of Security Holders
12
PART II
Item 5.
Ma
rket for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities
12 – 14
Item 6.
Selected Financial Data
15
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16 – 37
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
38
Item 8.
F
inancial Statements and Supplementary Data
38
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
38
Item 9A.
Controls and Procedures
39 – 40
Item 9B.
Other
I
nformation
160;
40
PART III
Item 10.
Directors
,
Executive Officers
and Corporate Governance
42
Item 11.
Executive Compensation
42
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
42
Item 13.
Certain Relationships and Related
Transaction, and Director Independence
42
Item 14.
Principal Account
ing
Fees and Services
42
PART IV
Item 15.
Exhibits and Financial Statement Schedules
43 – 52
PART I
Item 1.
Business
Company Overview
We are North America’s largest “do-it-yourself” moving and storage operator through our subsidiary U-Haul International, Inc. (“U-Haul”). U-Haul is synonymous with “do-it-yourself” moving and storage and is a leader in supplying products and services to help people move and store their household and commercial goods. Our primary service objective is to provide the best product and service to the most people at the lowest cost.
We rent our distinctive orange and white U-Haul trucks and trailers as well as offer self-storage rooms through a network of nearly 1,450 Company operated retail moving centers and approximately 14,200 independent U-Haul dealers. In addition, we have an independent storage facility network with over 3,300 active affiliates. We also sell U-Haul brand boxes, tape and other moving and self-storage products and services to “do-it-yourself” moving and storage customers at all of our distribution outlets and through our eMove web site.
U-Haul is the most convenient supplier of products and services meeting the needs of North America’s “do-it-yourself” moving and storage market. Our broad geographic coverage throughout the United States and Canada and our extensive selection of U-Haul brand moving equipment rentals, self-storage rooms and related moving and storage products and services provide our customers with convenient “one-stop” shopping.
For more than sixty years, U-Haul has incorporated sustainable practices into its everyday operations. Our basic business premise of truck-sharing helps reduce greenhouse gas emissions and reduces the need for total large-capacity vehicles. Today, we remain focused on reducing waste and are dedicated to manufacturing reusable components and recyclable products. The commitment to sustainability, through our products and services, has helped us to reduce our impact on the environment.
Through Republic Western Insurance Company (“RepWest”), our property and casualty insurance subsidiary, we manage the property, liability and related insurance claims processing for U-Haul. Oxford Life Insurance Company (“Oxford”), our life insurance subsidiary, sells Medicare supplement, life insurance, annuities and other related products to non U-Haul customers and also administers the self-insured employee health and dental plans for Arizona employees of the Company.
We were founded in 1945 under the name “U-Haul Trailer Rental Company.” Since 1945, we have rented trailers. Starting in 1959, we rented trucks on a one-way and in-town basis exclusively through independent U-Haul dealers. Since 1974, we have developed a network of U-Haul managed retail centers, through which we rent our trucks and trailers and sell moving and self-storage products and services to complement our independent dealer network.
Available Information
AMERCO and U-Haul are each incorporated in Nevada. U-Haul’s internet address is www.uhaul.com. On AMERCO’s investor relations web site, www.amerco.com, we post the following filings as soon as practicable after they are electronically filed with or furnished to the United States Securities and Exchange Commission (“SEC”): our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, our proxy statement related to our annual meeting of stockholders, and any amendments to those reports or statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. All such filings on our web site are available free of charge. Additionally, you will find these materials on the SEC’s website at www.sec.gov.
Products and Rental Equipment
Our customers are primarily “do-it-yourself” household movers. U-Haul moving equipment is specifically designed, engineered and manufactured for the “do-it-yourself” household mover. These “do-it-yourself” movers include individuals and families moving their belongings from one home to another, college students moving their belongings, vacationers and sports enthusiasts needing extra space or having special towing needs, people trying to save on home furniture and home appliance delivery costs, and “do-it-yourself” home remodeling and gardening enthusiasts who need to transport materials.
As of March 31, 2008, our rental fleet consisted of approximately 96,000 trucks, 75,000 trailers and 35,000 towing devices. This equipment and our U-Haul brand of self-moving products and services are available through our network of managed retail moving centers and independent U-Haul dealers. Independent U-Haul dealers receive rental equipment from the Company, act as a rental agent and are paid a commission based on gross revenues generated from their U-Haul rentals.
2
Our rental truck chassis are manufactured by domestic and foreign truck manufacturers. These chassis are joined with the U-Haul designed and manufactured van boxes primarily at U-Haul operated manufacturing and assembly facilities strategically located throughout the United States. U-Haul rental trucks feature our proprietary Lowest Deck
SM
, which provides our customers with extra ease of loading. The loading ramps on our trucks are the widest in the industry, which reduce the effort needed to move belongings. Our trucks are fitted with convenient, padded rub rails with tie downs on every interior wall. Our Gentle Ride Suspension
SM
helps our customers safely move delicate and prized possessions. Also, the engineers at our U-Haul Technical Center determined that the softest ride in our trucks was at the front of the van box. Consequently, they designed the part of the van box that hangs over the front cab of the truck to be the location for our customers to place their most fragile items during their move. We call this area Mom’s Attic
SM
.
Our distinctive orange trailers are also manufactured at these same U-Haul operated manufacturing and assembly facilities. These trailers are well suited to the low profile of many of today’s newly manufactured automobiles. Our engineering staff is committed to making our trailers easy to tow, aerodynamic and fuel efficient.
To provide our self-move customers with added value, our rental trucks and trailers are designed with fuel efficiency in mind. Many of our newer trucks are fitted with fuel economy gauges, another tool that assists our customers in conserving fuel. To help make our rental equipment more trouble free, we perform extensive preventive maintenance and repairs.
We also provide customers with equipment to transport their vehicle. We provide three towing options, including: auto transport, in which all four wheels are off the ground, tow dolly, in which the front wheels of the towed vehicle are off the ground, and tow bar, where all four wheels are on the ground.
To help our customers load their boxes and larger household appliances and furniture, we offer several accessory rental items. Our utility dolly has a lightweight design and is easy to maneuver. Another rental accessory is our four wheel dolly, which provides a large, flat surface for moving dressers, wall units, pianos and other large household items. U-Haul appliance dollies provide the leverage needed to move refrigerators, freezers, washers and dryers easily and safely. These utility, furniture and appliance dollies, along with the low decks and the wide loading ramps on U-Haul trucks and trailers, are designed for easy loading and unloading of our customers’ belongings.
The total package U-Haul offers the “do-it-yourself” household mover doesn’t end with trucks, trailers and accessory rental items. Our moving supplies include a wide array of affordably priced U-Haul brand boxes, tape and packing materials. We also provide specialty boxes for dishes, computers and sensitive electronic equipment, carton sealing tape, security locks, and packing supplies, like wrapping paper and cushioning foam. U-Haul brand boxes are specifically sized to make loading easier.
U-Haul is North America’s largest seller and installer of hitches and towing systems. In addition to towing U-Haul equipment, these hitching and towing systems can tow jet skis, motorcycles, boats, campers and horse trailers. Our hitches, ball mounts, and hitch balls undergo stringent testing requirements. Each year, more than one million customers visit our locations for expertise on complete towing systems, trailer rentals and the latest in towing accessories.
U-Haul has one of North America’s largest propane barbeque-refilling networks, with over 1,000 locations providing this convenient service. We employ trained, certified personnel to refill all propane cylinders. Our network of propane dispensing locations is the largest automobile alternative refueling network in North America.
Self-storage is a natural outgrowth of the self-moving industry. Conveniently located U-Haul self-storage rental facilities provide clean, dry and secure space for storage of household and commercial goods, with storage units ranging in size from 6 square feet to 845 square feet. We operate nearly 1,075 self-storage locations in North America, with more than 387,000 rentable rooms comprising approximately 34.2 million square feet of rentable storage space. Our self-storage centers feature a wide array of security measures, ranging from electronic property access control gates to individually alarmed storage units. At many centers, we offer climate controlled storage rooms to protect temperature sensitive goods such as video tapes, albums, photographs and precious wood furniture.
Additionally, we offer moving and storage protection packages such as Safemove and Safetow, protecting moving and towing customers with a damage waiver, cargo protection and medical and life coverage, and Safestor, protecting storage customers from loss on their goods in storage. For our customers who desire additional coverage over and above the standard Safemove protection, we also offer our Super Safemove product. This package provides the rental customer with a layer of primary liability protection.
3
Our eMove web site, www.eMove.com, is the largest network of customers and independent businesses in the self-moving and self-storage industry. The eMove network consists of channels where customers, businesses and service providers transact business. The eMove Moving Help marketplace connects “do-it-yourself” movers with independent service providers to assist movers pack, load, unload, clean, drive and other services. Thousands of independent service providers already participate in the eMove network.
Through the eMove Storage Affiliate Program, independent storage businesses can join the world’s largest storage reservation system. Self-storage customers making a reservation through eMove can access all of the U-Haul self-storage centers and all of our independent storage affiliate partners for even greater convenience to meet their self-storage needs.
Description of Operating Segments
AMERCO has four reportable segments. They are Moving and Storage (AMERCO, U-Haul and Amerco Real Estate Company (“Real Estate”)), Property and Casualty Insurance, Life Insurance and SAC Holding II Corporation and its subsidiaries (“SAC Holding II”). Refer to Note 2 Principles of Consolidation of the Notes to Consolidated Financial Statements.
Financial information for each of our Operating Segments is included in the Notes to Consolidated Financial Statements as part of “Item 8: Financial Statements and Supplementary Data” of this report.
Moving and Storage Operating Segment
Our “do-it-yourself” moving business consists of U-Haul truck and trailer rentals and U-Haul moving supply and service sales. Our Moving and Storage Operating Segment consists of the rental of trucks, trailers, specialty rental items and self-storage spaces primarily to the household mover as well as sales of moving supplies, towing accessories and propane. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
Net revenue from our Moving and Storage operating segment was approximately 90.6%, 89.9% and 90.3% of consolidated net revenue in fiscal 2008, 2007 and 2006, respectively.
During fiscal 2008, the Company placed over 21,000 new trucks in service. These replacements were a combination of U-Haul manufactured vehicles and purchases. As new trucks were added to the fleet, the Company rotated out of the fleet older trucks. The size of the total rental truck fleet decreased from the end of fiscal 2007 primarily due to an increased focus on sales of older trucks.
Within our truck and trailer rental operation we are focused on expanding our independent dealer network to provide added convenience for our customers. U-Haul has approximately 14,200 dealers which are independent businesses, and are exclusive to U-Haul International, Inc. U-Haul maximizes vehicle utilization by effective distribution of the truck and trailer fleets among the nearly 1,450 Company operated centers and approximately 14,200 independent dealers. Utilizing its sophisticated reservations management system, the Company’s centers and dealers electronically report their inventory in real-time, which facilitates matching equipment to customer demand. Approximately 55% of all U-Move rental revenue originates from the Company operated centers.
At our owned and operated retail centers we have implemented several customer service initiatives. These initiatives include improving management of our rental equipment to provide our retail centers with the right type of rental equipment, at the right time and at the most convenient location for our customers, effective marketing of our broad line of self-moving related products and services, maintaining longer hours of operation to provide more convenience to our customers, and increasing staff by attracting and retaining “moonlighters” (part-time U-Haul employees with full-time jobs elsewhere) during our peak hours of operation.
Effective marketing of our self-moving related products and services, such as boxes, pads and insurance, helps our customers have a better moving experience and helps them protect their belongings from potential damage during the moving process. We are committed to providing a complete line of products selected with the “do-it-yourself” moving and storage customer in mind.
4
Our self-storage business consists of the rental of
self-storage rooms, sales of self-storage related products, the facilitation of sales of services, and the management of self-storage facilities owned by others.
U-Haul
is one of the largest North American operators of self-storage and has been a leader in the self-storage industry since 1974. U-Haul
operates over 387,000 storage rooms, comprising approximately 34.2 million square feet of storage space with locations in 49 states and 10 Canadian provinces. U-Haul’s owned and managed self-storage facility locations range in size up to 171,500 square feet of storage space, with individual storage units in sizes ranging from 6 square feet to 845 square feet.
The primary market for storage rooms is the storage of household goods. We believe that our self-storage services provide a competitive advantage through such things as Maximum Security (“MAX”), an electronic system that monitors the storage facility 24 hours a day; climate control; individually alarmed rooms; extended hour access; and an internet-based customer reservation and account management system.
eMove is an online marketplace that connects consumers to over 3,700 independent Moving Help™ service providers and over 3,300 independent Self-Storage Affiliates. Our network of customer-rated affiliates provides pack and load help, cleaning help, self-storage and similar services, all over North America.
An individual or a company can connect to the eMove network by becoming an eMove Moving Help® Affiliate or an eMove Storage Affiliate™. Moving Helpers assist customers with packing, loading, cleaning and unloading their truck or storage unit. The Storage Affiliate program enables independent self-storage facilities to expand their reach by connecting into a centralized 1-800 and internet reservation system and for a fee, receive an array of services including web-based management software, Secured Online Affiliated Rentals (S.O.A.R®), co-branded rental trucks, savings on insurance, credit card processing and more.
The marketplace includes unedited reviews of independent affiliates, and has facilitated thousands of Moving Help® and Self-Storage transactions all over North America. We believe that acting as an intermediary, with little added investment, serves the customer in a cost effective manner. Our goal is to further utilize our web-based technology platform to increase service to consumers and businesses in the moving and storage market.
Property and Casualty Insurance Operating Segment
RepWest provides loss adjusting and claims handling for U-Haul through regional offices across North America. Through the Company’s affiliation with RepWest, U-Haul offers its customers moving and storage contents insurance products, branded Safemove and Safestor, respectively. The Safemove policy provides moving customers with a damage waiver, cargo protection and medical and life coverage. Management believes that its Safemove product is competitive, as competing policies contain deductibles, higher premiums and more confusing layers of coverage. We continue to focus on increasing the penetration of these products. The business plan for RepWest includes offering property and casualty products for other U-Haul related programs.
Net revenue from our Property and Casualty Insurance operating segment was approximately 1.9%, 1.8% and 1.6% of consolidated net revenue in fiscal 2008, 2007 and 2006, respectively.
Life Insurance Operating Segment
Oxford provides life and health insurance products primarily to the senior market through the direct writing or reinsuring of life insurance, Medicare supplement and annuity policies. Additionally, Oxford administers the self-insured employee health and dental plans for Arizona employees of the Company.
Net revenue from our Life Insurance operating segment was approximately 6.7%, 7.0% and 6.8% of consolidated net revenue in fiscal 2008, 2007 and 2006, respectively.
SAC Holding II Operating Segment
SAC Holding Corporation and its subsidiaries, and SAC Holding II Corporation and its subsidiaries, collectively referred to as “SAC Holdings”, own self-storage properties that are managed by U-Haul under property management agreements and act as independent U-Haul rental equipment dealers. AMERCO, through its subsidiaries, has contractual interests in certain of SAC Holdings’ properties entitling AMERCO to potential future income based on the financial performance of these properties. With respect to SAC Holding II, AMERCO was considered the primary beneficiary of these contractual interests prior to November 2007. Consequently, for those reporting periods prior to November 2007, we included the results of SAC Holding II in the consolidated financial statements of AMERCO, as required by Financial Accounting Standards Board Interpretation No. 46(R) (“FIN 46(R)”). While the deconsolidation affects AMERCO’s financial reporting, it has no operational or financial impact on the Company’s relationship with SAC Holding II.
5
Substantially all of the equity interest of SAC Holdings is controlled by Blackwater Investments Inc. (“Blackwater”), wholly-owned by Mark V. Shoen, a significant shareholder and executive officer of AMERCO. In November 2007, Blackwater contributed additional capital to its wholly-owned subsidiary, SAC Holding II. This contribution was determined by us to be material with respect to the capitalization of SAC Holding II; therefore, triggering a requirement under FIN 46(R) for us to reassess the Company’s involvement with those subsidiaries. This required reassessment led to the conclusion that the Company was no longer the primary beneficiary of SAC Holding II as of the date of Blackwater’s contribution. Accordingly, the Company deconsolidated this entity. The deconsolidation, effective October 31, 2007 was accounted for as a distribution of the Company’s interests to Blackwater, the sole shareholder of SAC Holding II. Because of the Company’s continuing involvement with SAC Holding II, the distributions do not qualify as discontinued operations as defined by Statement of Financial Accounting Standards (“SFAS”) 144. It is possible that SAC Holdings could take future actions that would require us to re-determine whether SAC Holdings has become a variable interest entity (“VIE”) or whether we have become the primary beneficiary of SAC Holdings. Should this occur, we could be required to consolidate some or all of SAC Holdings with our financial statements.
Net revenue from our SAC Holding II operating segment was approximately 0.8%, 1.3% and 1.3% of consolidated net revenue in fiscal 2008, 2007 and 2006, respectively.
Employees
As of March 31, 2008, we employed approximately 18,500 people throughout North America with approximately 98% of these employees working within our Moving and Storage operating segment. Approximately 40% of these employees work on a part-time status.
Sales and Marketing
We promote U-Haul brand awareness through direct and co-marketing arrangements. Our direct marketing activities consist of yellow pages, print and web based advertising as well as trade events, movie cameos of our rental fleet and boxes, and industry and consumer communications. Our rental equipment is our best form of advertisement. We support our independent U-Haul dealers through advertising of U-Haul moving and self-storage rentals, products and services.
Our marketing plan includes maintaining our leadership position with U-Haul being synonymous with “do-it-yourself” moving and storage. We accomplish this by continually improving the ease of use and efficiency of our rental equipment, by providing added convenience to our retail centers through independent U-Haul dealers, and by expanding the capabilities of our eMove web sites.
A significant driver of U-Haul’s rental transaction volume is our utilization of an online reservation and sales system, through www.uhaul.com, www.eMove.com and our 24-hour 1-800-GO-U-HAUL telephone reservations system. The Company’s 1-800-GO-U-HAUL telephone reservation line is prominently featured on nationwide yellow page advertising, its websites and on the outside of its vehicles, and is a major driver of customer lead sources. Of our customers who made reservations in advance of their U-Move rental, nearly 30% of these reservations were completed through the Company’s websites.
Competition
Moving and Storage Operating Segment
The moving truck and trailer rental industry is large and highly competitive. Generally speaking, we consider there to be two distinct users of rental trucks: commercial and “do-it-yourself” residential users. We focus primarily on the “do-it-yourself” residential user. Within this segment, we believe the principal competitive factors are convenience of rental locations, availability of quality rental moving equipment, breadth of essential products and services, and total cost. Our major competitors in the moving equipment rental market are Avis Budget Group, Inc. and Penske Truck Leasing.
The self-storage market is large and highly fragmented. We believe the principal competitive factors in this industry are convenience of storage rental locations, cleanliness, security and price. Our primary competitors in the self-storage market are Public Storage Inc., Extra Space Storage, Inc., and Sovran Self-Storage Inc.
6
Insurance Operating Segments
The highly competitive insurance industry includes a large number of life insurance companies and property and casualty insurance companies. In addition, the marketplace includes financial services firms offering both insurance and financial products. Some of the insurance companies are owned by stockholders and others are owned by policyholders. Many competitors have been in business for a longer period of time or possess substantially greater financial resources and broader product portfolios than our insurance companies. We compete in the insurance business based upon price, product design, and services rendered to agents and policyholders.
Recent Developments
Preferred Stock Dividends
On May 2, 2008, the Board of Directors of AMERCO (the “Board”) declared a regular quarterly cash dividend of $0.53125 per share on the Company’s Series A 8½ % Preferred Stock. The dividend was paid on June 2, 2008 to holders of record on May 15, 2008.
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K, contains “forward-looking statements” regarding future events and our future results. We may make additional written or oral forward-looking statements from time to time in filings with the SEC or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may include, but are not limited to, projections of revenues, earnings or loss; estimates of capital expenditures, plans for future operations, products or services; financing needs and plans; our perceptions of our legal positions and anticipated outcomes of government investigations and pending litigation against us; liquidity; goals and strategies; plans for new business; growth rate assumptions, pricing, costs, and access to capital and leasing markets as well as assumptions relating to the foregoing. The words “believe,” “expect,” “anticipate,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made.
Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could significantly affect results include, without limitation, the risk factors enumerated at the end of this section, as well as the following: the Company’s ability to operate pursuant to the terms of its credit facilities; the Company’s ability to maintain contracts that are critical to its operations; the costs and availability of financing; the Company’s ability to execute its business plan; the Company’s ability to attract, motivate and retain key employees; general economic conditions; fluctuations in our costs to maintain and update our fleet and facilities; our ability to refinance our debt; changes in government regulations, particularly environmental regulations; our credit ratings; the availability of credit; changes in demand for our products; changes in the general domestic economy; the degree and nature of our competition; the resolution of pending litigation against the Company; changes in accounting standards and other factors described in this report or the other documents we file with the SEC. The above factors, the following disclosures, as well as other statements in this report and in the Notes to Consolidated Financial Statements, could contribute to or cause such risks or uncertainties, or could cause our stock price to fluctuate dramatically. Consequently, the forward-looking statements should not be regarded as representations or warranties by the Company that such matters will be realized. The Company assumes no obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.
Item 1A.
Risk Factors
The following discussion of risk factors should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), the Consolidated Financial Statements and related notes. These risk factors may be important in understanding this Annual Report on Form 10-K or elsewhere.
We operate in a highly competitive industry.
The truck rental industry is highly competitive and includes a number of significant national, regional and local competitors. Competition is generally based on convenience of rental locations, availability of quality rental moving equipment, breadth of essential services and price. Financial results for the Company can be adversely impacted by aggressive pricing from our competitors. Some of our competitors may have greater financial resources than we have. We can not assure you that we will be able to maintain existing rental prices or implement price increases. Moreover, if our competitors reduce prices and we are not able or willing to do so as well, we may lose rental volume, which would likely have a materially adverse affect on our results of operations.
7
The self-storage industry is large and highly fragmented. We believe the principle competitive factors in this industry are convenience of storage rental locations, cleanliness, security and price. Competition in the market areas in which we operate is significant and affects the occupancy levels, rental sales and operating expenses of our facilities. Competition might cause us to experience a decrease in occupancy levels, limit our ability to raise rental sales and require us to offer discounted rates that would have a material affect on operating results.
Entry into the self-storage business through acquisition of existing facilities is possible for persons or institutions with the required initial capital. Development of new self-storage facilities is more difficult however, due to land use, environmental and other regulatory requirements. The self-storage industry has in the past experienced overbuilding in response to perceived increases in demand. We cannot assure you that we will be able to successfully compete in existing markets or expand into new markets.
We are controlled by a small contingent of stockholders.
As of March 31, 2008, Edward J. Shoen, Chairman of the Board of Directors and President of AMERCO, James P. Shoen, a director of AMERCO, and Mark V. Shoen, an executive officer of AMERCO, collectively are the owners of 8,968,079 shares (approximately 45.7%) of the outstanding common shares of AMERCO. In addition, on June 30, 2006, Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosmarie T. Donovan (Trustee of the Shoen Irrevocable Trusts) and Southwest Fiduciary, Inc. (Trustee of the Irrevocable “C” Trusts) (collectively, the “Reporting Persons”) entered into a Stockholder Agreement in which the Reporting Persons agreed to vote as one as provided in the Stockholder Agreement. As of March 1, 2007, Adagio Trust Company replaced Southwest Fiduciary, Inc. as the trustee of the Irrevocable “C” Trusts, and became a signatory to the Stockholder Agreement. Pursuant to the Stockholder Agreement, the Reporting Persons appointed James P. Shoen as proxy to vote their collective 10,642,802 shares (approximately 54.2%) of the Company’s common stock as provided for in the agreement. For additional information, refer to the Schedule 13D’s filed on July 13, 2006 and on March 9, 2007 with the SEC. In addition, 1,802,702 shares (approximately 9.2%) of the outstanding common shares of AMERCO are held by our Employee Savings and Employee Stock Ownership Trust.
As a result of their stock ownership and the Stockholder Agreement, Edward J. Shoen, Mark V. Shoen and James P. Shoen are in a position to significantly influence the business affairs and policies of the Company, including the approval of significant transactions, the election of the members of the Board and other matters submitted to our stockholders. There can be no assurance that the interests of the Reporting Persons will not conflict with the interest of our other stockholders. Furthermore, as a result of the Reporting Persons’ voting power, the Company is a “controlled company” as defined in the Nasdaq listing rules and, therefore, may avail itself of certain exemptions under Nasdaq Marketplace Rules, including rules that require the Company to have (i) a majority of independent directors on the Board; (ii) a compensation committee composed solely of independent directors; (iii) a nominating committee composed solely of independent directors; (iv) compensation of our executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and (v) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors. The Company currently exercises its right to an exemption from the Nasdaq rule requiring compensation of other executive officers, aside from the President, be determined by a majority of the independent directors or the compensation committee.
Our operations subject us to numerous environmental regulations and the possibility that environmental liability in the future could adversely affect our operations.
Compliance with environmental requirements of federal, state and local governments significantly affects our business. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Under environmental laws or common law principles, we can be held liable for hazardous substances that are found on real property we have owned or operated. We are aware of issues regarding hazardous substances on some of our real estate and we have put in place a remedial plan at each site where we believe such a plan is necessary, refer to Note 17 Contingencies of the Notes to Consolidated Financial Statements. We regularly make capital and operating expenditures to stay in compliance with environmental laws. In particular, we have managed a testing and removal program since 1988 for our underground storage tanks. Despite these compliance efforts, we believe that risk of environmental liability is part of the nature of our business.
8
Environmental laws and regulations are complex, change frequently and could become more stringent in the future. We cannot assure you that future compliance with these regulations, future environmental liabilities, the cost of defending environmental claims, conducting any environmental remediation or generally resolving liabilities caused by us or related third parties will not have a material adverse effect on our business, financial condition or results of operations.
Our quarterly results of operations fluctuate due to seasonality and other factors associated with our industry.
Our business is seasonal and our results of operations and cash flows fluctuate significantly from quarter to quarter. Historically, revenues have been stronger in the first and second fiscal quarters due to the overall increase in moving activity during the spring and summer months. The fourth fiscal quarter is generally weakest, due to a greater potential for adverse weather conditions and other factors that are not necessarily seasonal. As a result, our operating results for a given quarterly period are not necessarily indicative of operating results for an entire year.
We obtain our rental trucks from a limited number of manufacturers.
In the last ten years, we purchased most of our rental trucks from Ford Motor Company and General Motors Corporation. Although we believe that we could obtain alternative sources of supply for our rental trucks, termination of one or both of our relationships with these suppliers could have a material adverse effect on our business, financial condition or results of operations for an indefinite period of time or we may not be able to obtain rental trucks under similar terms, if at all. Additionally, our fleet rotation can be negatively affected by issues our manufacturers face within their own supply chain. Such issues may impair their ability to fulfill our orders in a timely fashion.
A.M Best financial strength ratings are crucial to our life insurance business.
A.M. Best downgraded Oxford and its subsidiaries during AMERCO’s restructuring to C+. Upon AMERCO’s emergence from bankruptcy in March 2004, Oxford and its subsidiaries were upgraded to B-. The ratings were again upgraded in October 2004 to B, in October 2005 to B+, and in November 2006 Oxford and Christian Fidelity Life Insurance Company (“CFLIC”), a subsidiary of Oxford, were upgraded to B++ with a stable outlook. In January 2008, A.M. Best affirmed the financial strength rating for Oxford and CFLIC of B++ with a stable outlook and assigned Dallas General Life Insurance Company (“DGLIC”), a subsidiary of CFLIC, with the same rating. Prior to AMERCO’s restructuring, Oxford was rated B++. Financial strength ratings are important external factors that can affect the success of Oxford’s business plans. Accordingly, if Oxford’s ratings, relative to its competitors, are not maintained or do not continue to improve, Oxford may not be able to retain and attract business as currently planned.
We bear certain risks related to our notes receivable from SAC Holdings.
At March 31, 2008, we held approximately $198.1 million of notes receivable from SAC Holdings, which consist of junior unsecured notes. SAC Holdings is highly leveraged with significant indebtedness to others. If SAC Holdings is unable to meet its obligations to its senior lenders, it could trigger a default of its obligations to us. In such an event of default, we could suffer a loss to the extent the value of the underlying collateral of SAC Holdings is inadequate to repay SAC Holding’s senior lenders and our junior unsecured notes. We cannot assure you that SAC Holdings will not default on its loans to its senior lenders or that the value of SAC Holdings assets upon liquidation would be sufficient to repay us in full.
We are highly leveraged.
As of March 31, 2008, we had total debt outstanding of $1,504.7 million and total undiscounted lease commitments of $490.8 million. Although we believe that additional leverage can be supported by the Company’s operations, our existing debt could impact us in the following ways:
·
require us to allocate a considerable portion of cash flows from operations to debt service payments;
·
limit our ability to obtain additional financing; and
·
place us at a disadvantage compared to our competitors who may have less debt.
Our ability to make payments on our debt depends upon our ability to maintain and improve our operating performance and generate cash flow. To some extent, this is subject to prevailing economic and competitive conditions and to certain financial, business and other factors, some of which are beyond our control. If we are unable to generate sufficient cash flow from operations to service our debt and meet our other cash needs, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. If we must sell our assets, it may negatively affect our ability to generate revenue. In addition, we may incur additional debt that would exacerbate the risks associated with our indebtedness.
9
We seek to effectively hedge against interest rate changes in our variable debt.
In certain instances the Company seeks to manage its exposure to interest rate risk through the use of hedging instruments including interest rate swap agreements, interest rate cap agreements and forward swaps. The Company enters into these arrangements with counterparties that are significant financial institutions with whom we generally have other financial arrangements. We are exposed to credit risk should these counterparties not be able to perform on their obligations. Additionally, a failure on our part to effectively hedge against interest rate changes may adversely affect our financial condition and results of operations.
Our fleet rotation program can be adversely affected by financial market conditions.
To meet the needs of our customers, U-Haul maintains a large fleet of rental equipment. Our rental truck fleet rotation program is funded internally through operations and externally from debt and lease financing. Our ability to fund our routine fleet rotation program could be adversely affected if financial market conditions limit the general availability of external financing. This could lead to the Company operating trucks longer than initially planned and reducing the size of the fleet, either of which could materially and negatively affect our results of operations.
We operate in a highly regulated industry and changes in existing regulations or violations of existing or future regulations could have a material adverse effect on our operations and profitability.
Our truck and trailer rental business is subject to regulation by various federal, state and foreign governmental entities. Specifically, the U.S. Department of Transportation and various state and federal agencies exercise broad powers over our motor carrier operations, safety, and the generation, handling, storage, treatment and disposal of waste materials. In addition, our storage business is also subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. The failure to adhere to these laws and regulations may adversely affect our ability to sell or rent such property or to use the property as collateral for future borrowings. Compliance with changing regulations could substantially impair real property and equipment productivity and increase our costs.
Item 1B
.
Unresolved Staff Comments
We have no unresolved staff comments at March 31, 2008.
Item 2
.
Properties
The Company, through its legal subsidiaries, owns property, plant and equipment that are utilized in the manufacture, repair and rental of U-Haul
equipment and storage space, as well as providing office space for the Company. Such facilities exist throughout the United States and Canada. The Company also manages storage facilities owned by others. The Company operates nearly 1,450 U-Haul
retail centers of which 495 are managed for other owners, and operates 13 manufacturing and assembly facilities. We also operate over 250 fixed-site repair facilities located throughout the United States and Canada. These facilities are used primarily for the benefit of our Moving and Storage segment.
SAC Holdings owns property, plant and equipment that are utilized in the sale of moving supplies, rental of self-storage rooms and U-Haul equipment. Such facilities exist throughout the United States and Canada. We manage the storage facilities under property management agreements whereby the management fees are consistent with management fees received by U-Haul for other properties owned by unrelated parties and previously managed by us.
10
Item 3.
Legal Proceedings
Shoen
In September 2002, Paul F. Shoen filed a shareholder derivative lawsuit in the Second Judicial District Court of the State of Nevada, Washoe County, captioned
Paul F. Shoen vs. SAC Holding Corporation et al
., 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 as a nominal Defendant in the case. The complaint alleges breach of fiduciary duty, self-dealing, usurpation of corporate opportunities, wrongful interference with prospective economic advantage and unjust enrichment and seeks the unwinding of sales of self-storage properties by subsidiaries of AMERCO to SAC prior to the filing of the complaint. The complaint seeks a declaration that such transfers are void as well as unspecified damages. In October 2002, the Defendants filed motions to dismiss the complaint. In October 2002, Ron Belec filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned
Ron Belec vs. William E. Carty, et al
., CV 02-06331 and in January 2003, M.S. Management Company, Inc. filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned
M.S. Management Company, Inc. vs. William E. Carty, et al
., CV 03-00386. Two additional derivative suits were also filed against these parties. Each of these suits is substantially similar to the Paul F. Shoen case. The Court consolidated the five cases and thereafter dismissed these actions in May 2003, concluding that the AMERCO Board of Directors had the requisite level of independence required in order to have these claims resolved by the Board. Plaintiffs appealed this decision and, in July 2006, the Nevada Supreme Court reviewed and remanded the case to the trial court for proceedings consistent with its ruling, allowing the Plaintiffs to file an amended complaint and plead in addition to substantive claims, demand futility.
In November 2006, the Plaintiffs filed an amended complaint. In December 2006, the Defendants filed motions to dismiss, based on various legal theories. In March 2007, the Court denied AMERCO’s motion to dismiss regarding the issue of demand futility, stating that “Plaintiffs have satisfied the heightened pleading requirements of demand futility by showing a majority of the members of the AMERCO Board of Directors were interested parties in the SAC transactions.” The Court heard oral argument on the remainder of the Defendants’ motions to dismiss, including the motion (“Goldwasser Motion”) based on the fact that the subject matter of the lawsuit had been settled and dismissed in earlier litigation known as
Goldwasser v. Shoen
, CV 0205602, Washoe County, Nevada. In addition, in September and October 2007, the Defendants filed Motions for Judgment on the Pleadings or in the Alternative Summary Judgment, based on the fact that the stockholders of the Company had ratified the underlying transactions at the 2007 annual meeting of stockholders of AMERCO. In December 2007, the Court denied this motion. This ruling does not preclude a renewed motion for summary judgment after discovery and further proceedings on these issues. On April 7, 2008, the litigation was dismissed, on the basis of the Goldwasser Motion. On May 8, 2008, the Plaintiffs filed a notice of appeal of such dismissal to the Nevada Supreme Court. On May 20, 2008, AMERCO filed a cross appeal relating to the denial of its Motion to Dismiss in regards to Demand Futility. The appeals are currently pending.
Environmental
In the normal course of business, AMERCO is a defendant in a number of suits and claims. AMERCO is also a party to several administrative proceedings arising from state and local provisions that regulate the removal and/or cleanup of underground fuel storage tanks. It is the opinion of management, that none of these suits, claims or proceedings involving AMERCO, individually or in the aggregate, are expected to result in a material adverse effect on AMERCO’s financial position or results of operations.
Compliance with environmental requirements of federal, state and local governments significantly affects Real Estate’s business operations. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Real Estate is aware of issues regarding hazardous substances on some of its properties. Real Estate regularly makes capital and operating expenditures to stay in compliance with environmental laws and has put in place a remedial plan at each site where it believes such a plan is necessary. Since 1988, Real Estate has managed a testing and removal program for underground storage tanks.
Based upon the information currently available to Real Estate, compliance with the environmental laws and its share of the costs of investigation and cleanup of known hazardous waste sites are not expected to result in a material adverse effect on AMERCO’s financial position or results of operations. Real Estate expects to spend approximately $5.7 million in total through 2011 to remediate these properties.
11
Other
The Company is named as a defendant in various other litigation and claims arising out of the normal course of business. In management’s opinion, none of these other matters will have a material effect on the Company’s financial position and results of operations.
Item 4.
Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of the security holders of AMERCO during the fourth quarter of the fiscal year covered by this report, through the solicitation of proxies or otherwise.
PART II
Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
As of March 31, 2008, there were approximately 3,600 holders of record of the common stock. AMERCO’s common stock is listed on NASDAQ Global Select Market under the trading symbol “UHAL”. The number of shareholders is derived using internal stock ledgers and utilizing Mellon Investor Services Stockholder listings.
The following table sets forth the high and the low sales price of the common stock of AMERCO for the periods indicated:
Year Ended March 31,
2008
2007
High
Low
High
Low
First quarter
$
83.87
$
67.29
$
106.95
$
79.71
Second quarter
$
78.78
$
57.03
$
105.35
$
66.22
Third quarter
$
79.86
$
58.82
$
96.89
$
71.81
Fourth quarter
$
71.98
$
47.53
$
89.96
$
59.83
Dividends
AMERCO does not have a formal dividend policy. The Board periodically considers the advisability of declaring and paying dividends to common stockholders in light of existing circumstances.
Refer to Note 20 Statutory Financial Information of Insurance Subsidiaries of the Notes to Consolidated Financial Statements for a discussion of certain statutory restrictions on the ability of the insurance subsidiaries to pay dividends to AMERCO.
Refer to Note 11 Stockholders Equity of the Notes to Consolidated Financial Statements for a discussion of AMERCO’s preferred stock.
12
Performance Graph
The following graph compares the cumulative total stockholder return on the Company’s Common Stock for the period March 31, 2003 through March 31, 2008 with the cumulative total return on the Dow Jones US Equity Market and the Dow Jones US Transportation Average. The comparison assumes that $100 was invested on March 31, 2003 in the Company’s Common Stock and in each of comparison indices. The graph reflects the closing price of the Common stock trading on NASDAQ on March 31, 2004, 2005, 2006, 2007, and 2008.
Fiscal year ending March 31:
2003
2004
2005
2006
2007
2008
AMERCO
$
100
$
584
$
1,146
$
2,449
$
1,732
$
1,413
Dow Jones US Total Market
100
138
148
169
188
178
Dow Jones US Transportation Average
100
137
178
222
236
238
* $100 invested on 3/31/03 in stock or index-including reinvestment of dividends.
13
Issuer Purchases of Equity Securities
On September 13, 2006, we announced that our Board of Directors (the “Board”) had authorized us to repurchase up to $50.0 million of our common stock from time to time on the open market between September 13, 2006 and October 31, 2007. On March 9, 2007, the Board authorized an increase in the Company’s common stock repurchase program to a total aggregate amount, net of brokerage commissions, of $115.0 million (which amount is inclusive of the $50.0 million common stock repurchase program approved by the Board in 2006). During the first quarter of fiscal 2008, we repurchased 485,999 shares at the cost of $34.0 million. This program terminated on October 31, 2007.
The repurchases made by the Company under this plan were as follows:
Period
Total # of Shares Repurchased
Average Price Paid per Share (1)
Total # of Shares Repurchased as Part of Publicly Announced Plan
Total $ of Shares Repurchased as Part of Publicly Announced Plan
Maximum $ of Shares That May Yet be Repurchased Under the Plan
April 1 - 30, 2007
196,232
$
69.94
196,232
$
13,723,504
$
52,170,394
May 1 - 31, 2007
218,090
69.85
218,090
15,234,536
36,935,858
June 1 - 30, 2007
71,677
69.87
71,677
5,008,018
31,927,840
First Quarter Total
485,999
$
69.89
485,999
$
33,966,058
Cumulative Plan Total
1,225,290
$
67.80
1,225,290
$
83,072,160
(1) Represents weighted average purchase price for the periods presented.
On December 5, 2007, we announced that the Board had authorized us to repurchase up to $50.0 million of our common stock. The stock may be repurchased by the Company from time to time on the open market between December 5, 2007 and December 31, 2008. The extent to which the Company repurchases its shares and the timing of such purchases will depend upon market conditions and other corporate considerations. The purchases will be funded from available working capital. During the fourth quarter of fiscal 2008, the Company repurchased 428,000 shares at a cost of $23.5 million.
The repurchases made by the Company under this plan were as follows:
Period
Total # of Shares Repurchased
Average Price Paid per Share (1)
Total # of Shares Repurchased as Part of Publicly Announced Plan
Total $ of Shares Repurchased as Part of Publicly Announced Plan
Maximum $ of Shares That May Yet be Repurchased Under the Plan
January 1 - 31, 2008
-
$
-
-
$
-
$
50,000,000
February 1 - 29, 2008
428,000
$
54.94
428,000
$
23,512,380
$
26,487,620
March 1 - 31, 2008
-
$
-
-
$
-
$
26,487,620
Fourth Quarter Total
428,000
$
54.94
428,000
$
23,512,380
(1) Represents weighted average purchase price for the periods presented.
14
Item 6.
Selected Financial Data
The following selected financial data should be read in conjunction with the MD&A, and the Consolidated Financial Statements and related notes in this Annual Report on Form 10-K.
Listed below is selected financial data for AMERCO and consolidated entities for each of the last five years ended March 31:
Year Ended March 31,
2008
(b), (c)
2007
2006
2005
2004
(In thousands, except share and per share data)
Summary of Operations:
Self-moving equipment rentals
$
1,451,292
$
1,462,470
$
1,489,429
$
1,424,841
$
1,368,814
Self-storage revenues
122,248
126,424
119,742
114,155
247,640
Self-moving and self-storage products and service sales
217,798
224,722
223,721
206,098
232,965
Property management fees
22,820
21,154
21,195
11,839
259
Life insurance premiums
111,996
120,399
118,833
126,236
145,082
Property and casualty insurance premiums
28,388
24,335
26,001
24,987
92,036
Net investment and interest income
62,110
59,696
48,279
49,171
31,992
Other revenue
32,522
30,098
40,325
30,172
38,523
Total revenues
2,049,174
2,069,298
2,087,525
1,987,499
2,157,311
Operating expenses
1,077,108
1,080,412
1,082,158
1,123,975
1,181,313
Commission expenses
167,945
162,899
165,961
159,253
134,616
Cost of sales
120,210
117,648
113,135
105,309
111,906
Benefits and losses
111,195
118,725
117,160
140,343
217,447
Amortization of deferred policy acquisition costs
13,181
17,138
24,261
28,512
39,083
Lease expense
133,931
147,659
136,652
142,008
153,121
Depreciation, net of (gains) losses on disposal
221,882
189,589
142,817
121,103
148,813
Restructuring expense
-
-
-
-
44,097
Total costs and expenses
1,845,452
1,834,070
1,782,144
1,820,503
2,030,396
Earnings from operations
203,722
235,228
305,381
166,996
126,915
Interest expense
(101,420
)
(82,436
)
(69,481
)
(73,205
)
(121,690
)
Fees and amortization on early extinguishment of debt (a)
-
(6,969
)
(35,627
)
-
-
Litigation settlement, net of costs, fees and expenses
-
-
-
51,341
-
Pretax earnings
102,302
145,823
200,273
145,132
5,225
Income tax expense
(34,518
)
(55,270
)
(79,119
)
(55,708
)
(8,077
)
Net earnings (loss)
67,784
90,553
121,154
89,424
(2,852
)
Less: Preferred stock dividends
(12,963
)
(12,963
)
(12,963
)
(12,963
)
(12,963
)
Earnings (loss) available to common shareholders
$
54,821
$
77,590
$
108,191
$
76,461
$
(15,815
)
Net earnings (loss) per common share basic and diluted
$
2.78
$
3.72
$
5.19
$
3.68
$
(0.76
)
Weighted average common shares outstanding: Basic and diluted
19,740,571
20,838,570
20,857,108
20,804,773
20,749,998
Cash dividends declared and accrued
Preferred stock
$
12,963
$
12,963
$
12,963
$
12,963
$
12,963
Balance Sheet Data:
Property, plant and equipment, net
2,011,176
1,897,071
1,535,165
1,354,468
1,451,805
Total assets
3,832,487
3,523,048
3,367,218
3,116,173
3,394,748
Capital leases
-
-
-
-
99,607
AMERCO's notes and loans payable
1,504,677
1,181,165
965,634
780,008
862,703
SAC Holdings II notes and loans payable, non re-course to AMERCO
-
74,887
76,232
77,474
78,637
Stockholders' equity
758,431
718,098
695,604
572,839
503,846
(a) Includes the write-off of debt issuance costs of $7.0 million in fiscal 2007 and $14.4 million in fiscal 2006.
(b) Fiscal 2008 summary of operations includes 7 months of activity for SAC Holding II which was deconsolidated effective October 31, 2007.
(c) Fiscal 2008 balance sheet data does not include SAC Holding II which was deconsolidated effective October 31, 2007
15
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
We begin this MD&A with the overall strategy of AMERCO, followed by a description of our operating segments and the strategy of our operating segments to give the reader an overview of the goals of our business and the direction in which our businesses and products are moving. This is followed by a section entitled “Critical Accounting Policies and Estimates” that we believe is important to understanding the assumptions and judgments incorporated in our reported financial results. In the next section, we discuss our results of operations for fiscal 2008 compared with fiscal 2007, and for fiscal 2007 compared with fiscal 2006 beginning with an overview. We then provide an analysis of changes in our balance sheet and cash flows and discuss our financial commitments in the sections entitled “Liquidity and Capital Resources” and “Disclosures about Contractual Obligations and Commercial Commitments.” We conclude this MD&A by discussing our outlook for fiscal 2009.
This MD&A should be read in conjunction with the other sections of this Annual Report on Form 10-K, including “Item 1: Business”, “Item 6: Selected Financial Data” and “Item 8: Financial Statements and Supplementary Data.” The various sections of this MD&A contain a number of forward-looking statements, as discussed under the caption “Cautionary Statements Regarding Forward-Looking Statements,” all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing and particularly under the section “Item 1A: Risk Factors.” Our actual results may differ materially from these forward-looking statements.
AMERCO has a fiscal year that ends on the 31
st
of March for each year that is referenced. Our insurance company subsidiaries have fiscal years that end on the 31
st
of December for each year that is referenced. They have been consolidated on that basis. Our insurance companies’ financial reporting processes conform to calendar year reporting as required by state insurance departments. Management believes that consolidating their calendar year into our fiscal year financial statements does not materially affect the financial position or results of operations. The Company discloses any material events occurring during the intervening period. Consequently, all references to our insurance subsidiaries’ years 2007, 2006 and 2005 correspond to fiscal 2008, 2007 and 2006 for AMERCO.
Overall Strategy
Our overall strategy is to maintain our leadership position in the North American “do-it-yourself” moving and storage industry. We accomplish this by providing a seamless and integrated supply chain to the “do-it-yourself” moving and storage market. As part of executing this strategy, we leverage the brand recognition of U-Haul
with our full line of moving and self-storage related products and services and the convenience of our broad geographic presence.
Our primary focus is to provide our customers with a wide selection of moving rental equipment, convenient self-storage rental facilities and related moving and self-storage products and services. We are able to expand our distribution and improve customer service by increasing the amount of moving equipment and storage rooms available for rent, expanding the number of independent dealers in our network and expanding and taking advantage of our growing eMove capabilities.
RepWest is focused on providing and administering property and casualty insurance to U-Haul, its customers, its independent dealers and affiliates.
Oxford is focused on long-term capital growth through direct writing and reinsuring of life, Medicare supplement and annuity products in the senior marketplace.
16
Description of Operating Segments
AMERCO’s four reportable segments are:
(a)
Moving and Storage, comprised of AMERCO, U-Haul and Real Estate and the subsidiaries of U-Haul and Real Estate
(b)
Property and Casualty Insurance, comprised of RepWest and its wholly-owned subsidiaries
(c)
Life Insurance, comprised of Oxford and its wholly-owned subsidiaries
(d)
SAC Holding II and its subsidiaries (through October 2007)
Refer to Note 1 Basis of Presentation, Note 21 Financial Information by Geographic Area and Note 21A Consolidating Financial Information by Industry Segment of the Notes to Consolidated Financial Statements included in this Form 10-K.
Moving and Storage Operating Segment
Our Moving and Storage Operating Segment consists of the rental of trucks, trailers, specialty rental items and self-storage spaces primarily to the household mover as well as sales of moving supplies, towing accessories and propane. Operations are conducted under the registered trade name U-Haul
®
throughout the United States and Canada.
With respect to our truck, trailer, specialty rental items and self-storage rental business, we are focused on expanding our dealer network, which provides added convenience for our customers and expanding the selection and availability of rental equipment to satisfy the needs of our customers.
U-Haul brand self-moving related products and services, such as boxes, pads and tape allow our customers to, among other things, protect their belongings from potential damage during the moving process. We are committed to providing a complete line of products selected with the “do-it-yourself” moving and storage customer in mind.
eMove is an online marketplace that connects consumers to over 3,700 independent Moving Help™ service providers and over 3,300 independent Self-Storage Affiliates. Our network of customer-rated affiliates provides pack and load help, cleaning help, self-storage and similar services, all over North America. Our goal is to further utilize our web-based technology platform to increase service to consumers and businesses in the moving and storage market.
Property and Casualty Insurance Operating Segment
RepWest provides loss adjusting and claims handling for U-Haul through regional offices across North America. RepWest also underwrites components of the Safemove, Safetow
and
Safestor
protection packages to U-Haul customers. We continue to focus on increasing the penetration of these products. The business plan for RepWest includes offering property and casualty products in other U-Haul
related programs.
Life Insurance Operating Segment
Oxford provides life and health insurance products primarily to the senior market through the direct writing or reinsuring of life insurance, Medicare supplement and annuity policies. Additionally, Oxford administers the self-insured employee health and dental plans for Arizona employees of the Company.
SAC Holding II Operating Segment
SAC Holding Corporation and its subsidiaries, and SAC Holding II Corporation and its subsidiaries, collectively referred to as “SAC Holdings”, own self-storage properties that are managed by U-Haul under property management agreements and act as independent U-Haul rental equipment dealers. AMERCO, through its subsidiaries, has contractual interests in certain SAC Holdings’ properties entitling AMERCO to potential future income based on the financial performance of these properties. With respect to SAC Holding II, AMERCO was considered the primary beneficiary of these contractual interests prior to November 2007. Consequently, for those reporting periods prior to November 2007 we included the results of SAC Holding II in the consolidated financial statements of AMERCO, as required by FIN 46(R).
17
Substantially all of the equity interest of SAC Holdings is controlled by Blackwater. In November 2007, Blackwater contributed additional capital to its wholly-owned subsidiary, SAC Holding II. This contribution was determined by us to be material with respect to the capitalization of SAC Holding II; therefore, triggering a requirement under FIN 46(R) for us to reassess the Company’s involvement with those subsidiaries. This required reassessment led to the conclusion that the Company was no longer the primary beneficiary of SAC Holding II as of the date of Blackwater’s contribution. Accordingly, the Company deconsolidated this entity. While the deconsolidation affects AMERCO’s financial reporting, it has no operational or financial impact on the Company’s relationship with SAC Holding II. The deconsolidation, effective October 31, 2007 was accounted for as a distribution of SAC Holding II interests to Blackwater, the sole shareholder of SAC Holding II. Because of the Company’s continuing involvement with SAC Holding II, the distributions do not qualify as discontinued operations as defined by SFAS 144.
Critical Accounting Policies and Estimates
The Company’s financial statements have been prepared in accordance with the generally accepted accounting principles (“GAAP”) in the United States. The methods, estimates and judgments we use in applying our accounting policies can have a significant impact on the results we report in our financial statements. Note 3 Accounting Policies of the Notes to Consolidated Financial Statements in “Item 8: Financial Statements and Supplementary Data” of this Form 10-K summarizes the significant accounting policies and methods used in the preparation of our consolidated financial statements and related disclosures. Certain accounting policies require us to make difficult and subjective judgments and assumptions, often as a result of the need to make estimates of matters that are inherently uncertain.
Below we have set forth, with a detailed description, the accounting policies that we deem most critical to us and that require management’s most difficult and subjective judgments. These estimates are based on historical experience, observance of trends in particular areas, information and valuations available from outside sources and on various other assumptions that are believed to be reasonable under the circumstances and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions and conditions; such differences may be material.
We also have other policies that we consider key accounting policies, such as revenue recognition; however, these policies do not meet the definition of critical accounting estimates, because they do not generally require us to make estimates or judgments that are difficult or subjective. The accounting policies that we deem most critical to us, and involve the most difficult, subjective or complex judgments include the following:
Principles of Consolidation
The Company applies FIN 46(R), “
Consolidation of Variable Interest Entities
” and ARB 51, “
Consolidated Financial Statements
” in its principles of consolidation. FIN 46(R) addresses arrangements where a company does not hold a majority of the voting or similar interests of a VIE. A company is required to consolidate a VIE if it has determined it is the primary beneficiary. ARB 51 addresses the policy when a company owns a majority of the voting or similar rights and exercises effective control.
As promulgated by FIN 46(R), a VIE is not self-supportive due to having one or both of the following conditions: a) it has an insufficient amount of equity for it to finance its activities without receiving additional subordinated financial support or b) its owners do not hold the typical risks and rights of equity owners. This determination is made upon the creation of a variable interest and can be re-assessed should certain changes in the operations of a VIE, or its relationship with the primary beneficiary trigger a reconsideration under the provisions of FIN 46(R). After a triggering event occurs the most recent facts and circumstances are utilized in determining whether or not a company is a VIE, which other company(s) have a variable interest in the entity, and whether or not the company’s interest is such that it is the primary beneficiary.
In fiscal 2003 and fiscal 2002, SAC Holdings were considered special purpose entities and were consolidated based on the provisions of Emerging Issues Task Force (“EITF”) Issue No. 90-15. In fiscal 2004 the Company evaluated its interests in SAC Holdings utilizing the guidance promulgated in FIN 46(R). The Company concluded that SAC Holdings were VIE’s and that the Company was the primary beneficiary. Accordingly, the Company continued to include SAC Holdings in its consolidated financial statements.
18
In February and March 2004 SAC Holding Corporation triggered a requirement to reassess AMERCO’s involvement in it, which led to the conclusion SAC Holding Corporation was not a VIE and AMERCO ceased to be the primary beneficiary.
In November 2007, Blackwater contributed additional capital to its wholly-owned subsidiary, SAC Holding II. This contribution was determined by us to be material with respect to the capitalization of SAC Holding II; therefore, triggering a requirement under FIN 46(R) for us to reassess the Company’s involvement with those subsidiaries. This required reassessment led to the conclusion that SAC Holding II has the ability to fund its own operations and execute its business plan without any future subordinated financial support; therefore, the Company was no longer the primary beneficiary of SAC Holding II as of the date of Blackwater’s contribution.
Accordingly, at the date AMERCO ceased to have a variable interest and ceased to be the primary beneficiary of SAC Holding II and its current subsidiaries, it deconsolidated these entities. The deconsolidation was accounted for as a distribution of SAC Holding II’s interests to the sole shareholder of the SAC entities. Because of AMERCO’s continuing involvement with SAC Holding II and its subsidiaries, the distribution does not qualify as discontinued operations as defined by SFAS 144.
It is possible that SAC Holdings could take actions that would require us to re-determine whether SAC Holdings has become a VIE or whether we have become the primary beneficiary of SAC Holdings. Should this occur, we could be required to consolidate some or all of SAC Holdings with our financial statements.
The consolidated balance sheet as of March 31, 2008 includes the accounts of AMERCO and its wholly-owned subsidiaries. The consolidated balance sheet as of March 31, 2007 includes the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holding II and its subsidiaries. The March 31, 2008 statements of operations and cash flows include AMERCO and its wholly-owned subsidiaries for the entire year, and reflect SAC Holding II and its subsidiaries for the seven months ended October 31, 2007. The March 31, 2007 and 2006 statements of operations and cash flows include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holding II and its subsidiaries.
Recoverability of Property, Plant and Equipment
Property, plant and equipment are stated at cost. Interest expense incurred during the initial construction of buildings and rental equipment is considered part of cost. Depreciation is computed for financial reporting purposes using the straight-line or an accelerated method based on a declining balance formula over the following estimated useful lives: rental equipment 2-20 years and buildings and non-rental equipment 3-55 years. The Company follows the deferral method of accounting based in the AICPA’s Airline Guide for major overhauls in which engine overhauls are capitalized and amortized over five years and transmission overhauls are capitalized and amortized over three years. Routine maintenance costs are charged to operating expense as they are incurred. Gains and losses on dispositions of property, plant and equipment are netted against depreciation expense when realized. Equipment depreciation is recognized in amounts expected to result in the recovery of estimated residual values upon disposal, i.e., minimize gains or losses. In determining the depreciation rate, historical disposal experience, holding periods and trends in the market for vehicles are reviewed.
19
We regularly perform reviews to determine whether facts and circumstances exist which indicate that the carrying amount of assets, including estimates of residual value, may not be recoverable or that the useful life of assets are shorter or longer than originally estimated. Reductions in residual values (i.e., the price at which we ultimately expect to dispose of revenue earning equipment) or useful lives will result in an increase in depreciation expense over the life of the equipment. Reviews are performed based on vehicle class, generally subcategories of trucks and trailers. We assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining lives against their respective carrying amounts. We consider factors such as current and expected future market price trends on used vehicles and the expected life of vehicles included in the fleet. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. If asset residual values are determined to be recoverable, but the useful lives are shorter or longer than originally estimated, the net book value of the assets is depreciated over the newly determined remaining useful lives.
Since fiscal 2006, the Company has been acquiring a significant number of moving trucks via purchase rather than lease. Management performed an analysis of the expected economic value of new rental trucks and determined that additions to the fleet resulting from purchase should be depreciated on an accelerated method based upon a declining formula. The salvage value and useful life assumptions of the rental truck fleet remain unchanged. Under the declining balances method (2.4 times declining balance) the book value of a rental truck is reduced 16%, 13%, 11%, 9%, 8%, 7%, and 6% during years one through seven, respectively and then reduced on a straight line basis an additional 10% by the end of year fifteen. Whereas, a standard straight line approach would reduce the book value by approximately 5.3% per year over the life of the truck. For the affected equipment, the accelerated depreciation was $56.7 million, $33.2 million and $4.0 million greater than what it would have been if calculated under a straight line approach for fiscal 2008, 2007 and 2006, respectively.
We typically sell our used vehicles at our sales centers throughout North America, on our web site at trucksales.uhaul.com or by phone at 1-866-404-0355. Although we intend to sell our used vehicles for prices approximating book value, the extent to which we realize a gain or loss on the sale of used vehicles is dependent upon various factors including the general state of the used vehicle market, the age and condition of the vehicle at the time of its disposal and depreciation rates with respect to the vehicle
.
Insurance Reserves
Liabilities for life insurance and certain annuity and health policies are established to meet the estimated future obligations of policies in force, and are based on mortality, morbidity and withdrawal assumptions from recognized actuarial tables which contain margins for adverse deviation. In addition, liabilities for health, disability and other policies include estimates of payments to be made on insurance claims for reported losses and estimates of losses incurred, but not yet reported. Liabilities for annuity contracts consist of contract account balances that accrue to the benefit of the policyholders.
Insurance reserves for RepWest and U-Haul take into account losses incurred based upon actuarial estimates. These estimates are based on past claims experience and current claim trends as well as social and economic conditions such as changes in legal theories and inflation. Due to the nature of underlying risks and the high degree of uncertainty associated with the determination of the liability for future policy benefits and claims, the amounts to be ultimately paid to settle liabilities cannot be precisely determined and may vary significantly from the estimated liability.
Due to the long tailed nature of the assumed reinsurance and the excess workers compensation lines of insurance written by RepWest it may take a number of years for claims to be fully developed and finally settled.
Impairment of Investments
For investments accounted for under SFAS 115, in determining if and when a decline in market value below amortized cost is other-than-temporary, management makes certain assumptions or judgments in its assessment including but not limited to: ability and intent to hold the security, quoted market prices, dealer quotes or discounted cash flows, industry factors, financial factors, and issuer specific information such as credit strength. Other-than-temporary impairment in value is recognized in the current period operating results. The Company’s insurance subsidiaries recognized $0.5 million in other-than-temporary impairments for fiscal 2008, $1.4 million for fiscal 2007 and $5.3 million for fiscal 2006.
20
Income Taxes
The Company’s tax returns are periodically reviewed by various taxing authorities. The final outcome of these audits may cause changes that could materially impact our financial results.
AMERCO files a consolidated tax return with all of its legal subsidiaries, except for DGLIC, a subsidiary of Oxford, which will file on a stand alone basis until 2012. SAC Holding Corporation and its legal subsidiaries and SAC Holding II Corporation and its legal subsidiaries file separate consolidated tax returns, which are in no way associated with AMERCO’s consolidated returns.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS 157,
Fair Value Measurements
which establishes how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under GAAP. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those years. The provisions of SFAS 157 which have not been deferred by the FASB are effective for us in April 2008. The Company does not believe that the adoption of this statement will have a material impact on our financial statements.
In February 2007, the FASB issued SFAS 159,
The Fair Value Option for Financial Assets and Liabilities,
including an amendment of SFAS 115. This statement allows for a company to irrevocably elect fair value as the measurement attribute for certain financial assets and financial liabilities. Changes in the fair value of such assets are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The provisions of SFAS 159 are effective for us in April 2008. The Company does not believe that the adoption of this statement will have a material impact on our financial statements.
In December 2007, the FASB issued SFAS 141(R),
Business Combinations
. SFAS 141(R) provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a business combination. SFAS 141(R) also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141(R) is effective for business combinations occurring in fiscal years beginning after December 15, 2008, which will require us to adopt these provisions for business combinations occurring in fiscal 2010 and thereafter. Early adoption of SFAS 141(R) is not permitted.
In December 2007, the FASB issued SFAS 160,
Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51
. This Statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement changes the way the consolidated income statement is presented by requiring net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and to disclose those amounts on the face of the income statement. SFAS 160 is effective for fiscal years beginning after December 15, 2008. Early adoption of SFAS 160 is not permitted. The Company does not believe that the adoption of this statement will have a material impact on our financial statements.
In March 2008, the FASB issued
SFAS 161,
Disclosures about Derivative Instruments and Hedging Activities
which amends
SFAS 133 to require expanded disclosures about derivative instruments and hedging activities regarding (1) the ways in which an entity uses derivatives, (2) the accounting for derivatives and hedging activities, and (3) the impact that derivatives have (or could have) on an entity's financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements of fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. While disclosures for earlier comparative periods presented at initial adoption are not required, they are encouraged; following initial adoption, comparative disclosures are required
only
for periods after such adoption. The Company is currently evaluating the impact that SFAS 161 will have on our financial statements and disclosures.
21
Results of Operations
AMERCO and Consolidated Entities
Fiscal 2008 Compared with Fiscal 2007
Listed below on a consolidated basis are revenues for our major product lines for fiscal 2008 and fiscal 2007:
Year Ended March 31,
2008
2007
(In thousands)
Self-moving equipment rentals
$
1,451,292
$
1,462,470
Self-storage revenues
122,248
126,424
Self-moving and self-storage product and service sales
217,798
224,722
Property management fees
22,820
21,154
Life insurance premiums
111,996
120,399
Property and casualty insurance premiums
28,388
24,335
Net investment and interest income
62,110
59,696
Other revenue
32,522
30,098
Consolidated revenue
$
2,049,174
$
2,069,298
Self-moving equipment rental revenues decreased $11.2 million in fiscal 2008 compared with fiscal 2007. The majority of the year over year decline occurred during the first half of fiscal 2008 driven primarily by negative trends in average one-way revenue per transaction. During the second half of fiscal 2008 we experienced incremental improvements in pricing; however, we still finished the full year behind fiscal 2007 as it relates to average revenue per transaction. Partially offsetting the negative pricing environment was the extra business day in February 2008 and a marginal increase in total moving transactions compared with fiscal 2007.
Self-storage revenues decreased $4.2 million in fiscal 2008, compared with fiscal 2007 due to the deconsolidation of SAC Holding II which was effective as of October 31, 2007 and which accounted for an $8.5 million decrease in reported self-storage revenues in fiscal 2008 as compared with fiscal 2007. Self-storage revenues for AMERCO owned locations increased $4.3 million in fiscal 2008 as compared with fiscal 2007 driven primarily by favorable pricing. While average room occupancy rates at AMERCO owned locations for fiscal 2008 declined 2.6% from fiscal 2007 to 84.0%, the Company increased the total number of rooms rented, rooms available and square footage available in the same time period. The deconsolidation of SAC Holding II for GAAP reporting purposes reduces consolidated self-storage revenues; however, there has been no change in the economics of our operational or financial relationship with SAC Holding II.
Sales of self-moving and self-storage products and services decreased $6.9 million in fiscal 2008 as compared with fiscal 2007 with $6.0 million of the decrease related to the deconsolidation of SAC Holding II. The remainder of the decline is related primarily to lower sales of hitch and towing accessories during the second half of fiscal 2008.
Premiums at Oxford decreased $8.4 million driven by the termination of the credit life and disability program and declining Medicare supplement premiums. During fiscal 2008, Oxford increased sales of its new life insurance products.
Premiums at RepWest increased $4.1 million due to U-Haul related business.
Net investment and interest income increased $2.4 million in fiscal 2008 as compared with fiscal 2007. The Company receives interest income from SAC Holdings for junior notes the Company holds. Prior to the deconsolidation of SAC Holding II in October 2007, the amounts earned from junior notes related to SAC Holding II were eliminated. After October 2007, this interest income is no longer eliminated resulting in an increase of $2.9 million. This was offset by decreases of the insurance companies’ investment income due to lower investment yields and a smaller invested asset base.
As a result of the items mentioned above, revenues for AMERCO and its consolidated entities were $2,049.2 million for fiscal 2008, compared with $2,069.3 million for fiscal 2007.
22
Listed below are revenues and earnings from operations at each of our four operating segments for fiscal 2008 and fiscal 2007, the insurance companies years ended are December 31, 2007 and 2006.
Year Ended March 31,
2008
2007
(In thousands)
Moving and storage
Revenues
$
1,858,230
$
1,861,751
Earnings from operations
192,970
217,937
Property and casualty insurance
Revenues
40,478
38,486
Earnings from operations
9,244
5,741
Life insurance
Revenues
137,448
148,820
Earnings from operations
17,202
14,521
SAC Holding II (a)
Revenues
28,102
46,603
Earnings from operations
7,926
13,854
Eliminations
Revenues
(15,084
)
(26,362
)
Earnings from operations
(23,620
)
(16,825
)
Consolidated Results
Revenues
2,049,174
2,069,298
Earnings from operations
203,722
235,228
(a) Fiscal 2008 includes 7 months of activity for SAC Holding II which was deconsolidated effective October 31, 2007.
Total costs and expenses increased $11.4 million in fiscal 2008 as compared with fiscal 2007. The largest increase was in depreciation expense associated with the rotation of our fleet. Conversely, with the shift in focus from operating leases to purchases of new rental trucks, lease expense decreased in fiscal 2008 as compared with fiscal 2007. The Company nets gains and losses from the disposal of property and equipment against depreciation. Included in depreciation are gains on the sale of real estate of $12.7 million and $4.4 million in fiscal 2008 and fiscal 2007, respectively. Repair and maintenance costs included in operating expenses declined for the year due to the rotation of older trucks out of the active rental fleet. Benefits and operating expenses decreased at each of the insurance companies as business volumes decline. Other operating costs including personnel, property tax and certain legal-related expenses increased in fiscal 2008 as compared with fiscal 2007.
As a result of the aforementioned changes in revenues and expenses, earnings from operations decreased to $203.7 million for fiscal 2008, compared with $235.2 million for fiscal 2007.
Interest expense for fiscal 2008 was $101.4 million, compared with $89.4 million in fiscal 2007. Fiscal 2007 results included a one-time, non-recurring charge of $7.0 million, before taxes, of deferred debt issuance costs related to a loan that was amended. The refinancing costs had the effect of decreasing on a non-recurring basis, earnings for the year ended March 31, 2007 by $0.33 per share before taxes, in which the tax effect was approximately $0.13 per share. Absent this charge, the increase in interest expense in fiscal 2008 is related to increased debt associated with the fleet rotation.
Income tax expense was $34.5 million in fiscal 2008, compared with $55.3 million in fiscal 2007.
Dividends accrued on our Series A preferred stock were $13.0 million in both fiscal 2008 and 2007, respectively.
As a result of the above mentioned items, net earnings available to common shareholders were $54.8 million in fiscal 2008, compared with $77.6 million in fiscal 2007.
The weighted average common shares outstanding: basic and diluted were 19,740,571 in fiscal 2008 and 20,838,570 in fiscal 2007.
Basic and diluted earnings per share in fiscal 2008 were $2.78, compared with $3.72 in fiscal 2007.
23
Fiscal 2007 Compared with Fiscal 2006
Listed below on a consolidated basis are revenues for our major product lines for fiscal 2007 and fiscal 2006:
Year Ended March 31,
2007
2006
(In thousands)
Self-moving equipment rentals
$
1,462,470
$
1,489,429
Self-storage revenues
126,424
119,742
Self-moving and self-storage product and service sales
224,722
223,721
Property management fees
21,154
21,195
Life insurance premiums
120,399
118,833
Property and casualty insurance premiums
24,335
26,001
Net investment and interest income
59,696
48,279
Other revenue
30,098
40,325
Consolidated revenue
$
2,069,298
$
2,087,525
During fiscal 2007, self-moving equipment rental revenues decreased $27.0 million, compared with fiscal 2006 with the majority of the variance occurring during the second half of the year. The Company finished fiscal 2007 with increases in one-way transactions along with increases in the average inventory of the truck fleet. However, offsetting these factors were a decrease in average revenue per transaction primarily due to one-way pricing, the lack of certain mid-size trucks during the spring and summer months of fiscal 2007 and decreased fleet utilization. The Company’s response to competitive pricing issues further lowered self-moving rental revenues.
Self-storage revenues increased $6.7 million in fiscal 2007, compared with fiscal 2006 largely due to improved pricing. During fiscal 2007, the Company increased rooms and square footage available primarily through build-outs at existing facilities.
Sales of self-moving and self-storage products and services revenues increased $1.0 million in fiscal 2007, compared with fiscal 2006. The Company continues to improve its visibility as a leading provider of propane, moving supplies and towing accessories and offer new products and services in an effort to increase sales results.
Other revenues decreased $10.2 million in fiscal 2007, compared with fiscal 2006. Fiscal 2006 included several non-recurring items.
Premiums at RepWest decreased $1.7 million with increases in U-Haul related premiums offset by reductions in other lines.
Oxford’s premium revenues increased approximately $1.6 million primarily due to an increase in Medicare supplement premiums resulting from the acquisition of DGLIC.
As a result of the items mentioned above, revenues for AMERCO and its consolidated entities were $2,069.3 million for fiscal 2007, compared with $2,087.5 million for fiscal 2006.
24
Listed below are revenues and earnings from operations at each of our four operating segments for fiscal 2007 and fiscal 2006; for the insurance companies years ended are December 31, 2006 and 2005:
Year Ended March 31,
2007
2006
(In thousands)
Moving and storage
Revenues
$
1,861,751
$
1,886,328
Earnings from operations
217,937
292,774
Property and casualty insurance
Revenues
38,486
37,358
Earnings from operations
5,741
1,144
Life insurance
Revenues
148,820
148,080
Earnings from operations
14,521
13,933
SAC Holding II
Revenues
46,603
46,239
Earnings from operations
13,854
13,643
Eliminations
Revenues
(26,362
)
(30,480
)
Earnings from operations
(16,825
)
(16,113
)
Consolidated Results
Revenues
2,069,298
2,087,525
Earnings from operations
235,228
305,381
Total costs and expenses increased $51.9 million in fiscal 2007, compared with fiscal 2006. This is due primarily to increases in depreciation expense associated with the acquisition of new trucks and the fleet rotation. Beginning in the second half of fiscal 2006, the Company began utilizing debt to finance the majority of new truck purchases rather than operating lease arrangements which were used primarily during the previous ten years. While the Company generates a cash flow benefit from utilizing the depreciation deduction for income taxes, as compared to what the lease expense would have been, the consolidated statement of operations reflects an increase in depreciation expense greater than what the corresponding lease expense would have been had we leased this equipment instead. For additional information on the Company’s depreciation policy refer to “Critical Accounting Policies and Estimates”.
As a result of the aforementioned changes in revenues and expenses, earnings from operations decreased to $235.2 million for fiscal 2007, compared with $305.4 million for fiscal 2006.
Interest expense for fiscal 2007 was $89.4 million, compared with $105.1 million in fiscal 2006. The interest expense related to the increase in average borrowings was partially offset by a reduction in the average borrowing rate resulting from the refinancing activities in fiscal 2006. Fiscal 2007 results included a one-time, non-recurring charge of $7.0 million before taxes related to the full amortization of deferred debt issuance costs related to a loan that was amended. The refinancing related charge had the effect of decreasing on a non-recurring basis, earnings for the year ended March 31, 2007 by $0.33 per share before taxes, in which the tax effect was approximately $0.13 per share. Fiscal 2006 results included a one-time, non-recurring charge of $35.6 million before taxes which includes fees for early extinguishment of debt of $21.2 million and the write-off of $14.4 million of debt issuance costs. The refinancing costs had the effect of decreasing, on a non-recurring basis, earnings for the year ended March 31, 2006 by $1.71 per share before taxes, in which the tax effect was approximately $0.63 per share.
Income tax expense was $55.3 million in fiscal 2007, compared with $79.1 million in fiscal 2006.
Dividends accrued on our Series A preferred stock were $13.0 million in both fiscal 2007 and 2006, respectively.
As a result of the above mentioned items, net earnings available to common shareholders were $77.6 million in fiscal 2007, compared with $108.2 million in fiscal 2006.
25
The weighted average common shares outstanding: basic and diluted were 20,838,570 in fiscal 2007 and 20,857,108 in fiscal 2006.
Basic and diluted earnings per share in fiscal 2007 were $3.72, compared with $5.19 in fiscal 2006.
Moving and Storage
Fiscal 2008 Compared with Fiscal 2007
Listed below are revenues for the major product lines at our Moving and Storage Operating Segment for fiscal 2008 and fiscal 2007:
Year Ended March 31,
2008
2007
(In thousands)
Self-moving equipment rentals
$
1,451,292
$
1,462,470
Self-storage revenues
110,779
106,498
Self-moving and self-storage product and service sales
207,759
208,677
Property management fees
24,520
23,951
Net investment and interest income
34,906
34,161
Other revenue
28,974
25,994
Moving and Storage revenue
$
1,858,230
$
1,861,751
Self-moving equipment rental revenues decreased $11.2 million in fiscal 2008 compared with fiscal 2007. The majority of the year over year decline occurred during the first half of fiscal 2008 driven primarily by negative trends in average one-way revenue per transaction. During the second half of fiscal 2008 we experienced incremental improvements in pricing; however, we still finished the full year behind fiscal 2007 as it relates to revenue per transaction. Partially offsetting the negative pricing environment was the extra business day in February 2008 and a marginal increase in total moving transactions compared to fiscal 2007.
Self-storage revenues increased $4.3 million in fiscal 2008 compared with fiscal 2007 primarily due to favorable pricing. While average room occupancy rates for fiscal 2008 declined 2.6% from fiscal 2007 to 84.0%, the Company increased the total number of rooms rented, rooms available and square footage available in the same time period.
Sales of self-moving and self-storage products and services decreased $0.9 million in fiscal 2008 as compared with fiscal 2007 primarily due to lower sales of hitch and towing accessories during the second half of fiscal 2008.
Other revenue increased $3.0 million for fiscal 2008, compared with fiscal 2007. Other revenue includes new programs that have not yet achieved a significant volume of reportable revenues and other revenues not directly related to any other reported line item.
The Company owns and manages self-storage facilities. Self-storage revenues reported in the consolidated financial statements for Moving and Storage represent Company-owned locations only. Self-storage data for our owned storage locations was as follows:
Year Ended March 31,
2008
2007
(In thousands, except occupancy rate)
Room count as of March 31
131
127
Square footage as of March 31
10,533
10,062
Average number of rooms occupied
109
108
Average occupancy rate based on room count
84.0
%
86.6
%
Average square footage occupied
8,767
8,653
26
Total costs and expenses increased $31.2 million in fiscal 2008 as compared with fiscal 2007. The largest increase is in depreciation expense associated with the rotation of our fleet. Conversely, with the shift in focus from operating leases to purchases of new rental trucks lease expense decreased in fiscal 2008 as compared with fiscal 2007. The Company nets gains and losses from the disposal of property and equipment against depreciation. Included in depreciation are gains on the sale of real estate of $12.7 million and $4.4 million in fiscal 2008 and fiscal 2007, respectively. Repair and maintenance costs included in operating expenses declined for the year due to the rotation of older trucks out of the active rental fleet. These declines were offset by other operating costs including personnel, property tax and certain legal-related expenses.
Equity in the earnings of AMERCO’s insurance subsidiaries increased $10.0 million in fiscal 2008 as compared with fiscal 2007 primarily due to reduced operating expenses and benefits and losses.
As a result of the above mentioned changes in revenues and expenses, earnings from operations decreased to $193.0 million in fiscal 2008, compared with $217.9 million for fiscal 2007.
Fiscal 2007 Compared with Fiscal 2006
Listed below are revenues for our major product lines at our Moving and Storage Operating Segment for fiscal 2007 and fiscal 2006:
Year Ended March 31,
2007
2006
(In thousands)
Self-moving equipment rentals
$
1,462,470
$
1,489,429
Self-storage revenues
106,498
100,873
Self-moving and self-storage product and service sales
208,677
207,119
Property management fees
23,951
23,988
Net investment and interest income
34,161
30,025
Other revenue
25,994
34,894
Moving and Storage revenue
$
1,861,751
$
1,886,328
During fiscal 2007, self-moving equipment rental revenues decreased $27.0 million, compared with fiscal 2006 with the majority of the variance occurring during the second half of the year. The Company finished fiscal 2007 with increases in one-way transactions along with increases in the average inventory of the entire fleet. However, offsetting these factors were a decrease in average revenue per transaction primarily due to one-way pricing, the lack of certain mid-size trucks during the spring and summer months of fiscal 2007 and decreased fleet utilization. The Company’s response to competitive pricing issues further lowered self-moving rental revenues.
Self-storage revenues increased $5.6 million for fiscal 2007, compared with fiscal 2006 primarily due to improved pricing. The Company has increased the number of rooms and square footage available period over period through the expansion of existing facilities and the acquisition of new facilities.
Net investment and interest income increased $4.1 million primarily due to larger average invested cash balances combined with higher interest rates.
Other revenues decreased $8.9 million for fiscal 2007, compared with fiscal 2006. Fiscal 2006 included several non-recurring items.
The Company owns and manages self-storage facilities. Self-storage revenues reported in the consolidated financial statements for Moving and Storage represent Company-owned locations only. Self-storage data for our owned storage locations was as follows:
Year Ended March 31,
2007
2006
(In thousands, except occupancy rate)
Room count as of March 31
127
123
Square footage as of March 31
10,062
9,592
Average number of rooms occupied
108
107
Average occupancy rate based on room count
86.6
%
87.9
%
Average square footage occupied
8,653
8,516
27
Total costs and expenses increased $50.3 million for fiscal 2007, compared with fiscal 2006. Increases in depreciation, lease, licensing and freight costs resulting from the acquisition of new trucks and the rotation of the fleet were partially offset by reductions in maintenance and repair.
As a result of the above mentioned changes in revenues and expenses, earnings from operations decreased to $217.9 million in fiscal 2007, compared with $292.8 million for fiscal 2006.
Republic Western Insurance Company
2007 Compared with 2006
Net premiums were $28.4 million and $24.3 million for the years ended December 31, 2007 and 2006, respectively. U-Haul related premiums were $26.4 million and $22.0 million for the years ended December 31, 2007 and 2006, respectively. Other lines of business were $2.0 million and $2.3 million for the years ended December 31, 2007 and 2006, respectively.
Net investment income was $12.1 million and $14.2 million for the years ended December 31, 2007 and 2006, respectively. The decrease is due to the sale of real estate in 2006, which resulted in gains in 2006.
Net operating expenses were $12.0 million and $8.8 million for the years ended December 31, 2007 and 2006, respectively. The increase is due to a $2.7 million increase in commissions on the additional liability program.
Benefits and losses incurred were $19.0 million and $21.9 million for the years ended December 31, 2007 and 2006, respectively.
Amortization of deferred acquisition costs were $0.2 million and $2.1 million for the years ended December 31, 2007 and 2006, respectively. The decrease is due to the termination of credit property business in March of 2006.
Earnings from operations were $9.2 million and $5.7 million for the years ended December 31, 2007 and 2006, respectively.
2006 Compared with 2005
Net premiums were $24.3 million and $26.0 million for the years ended December 31, 2006 and 2005, respectively. U-Haul related premiums were $22.0 million and $20.2 million for the years ended December 31, 2006 and 2005, respectively. Other lines of business were $2.3 million and $5.8 million for the years ended December 31, 2006 and 2005, respectively.
Net investment income was $14.2 million and $11.4 million for the years ended December 31, 2006 and 2005, respectively. The increase is due to an increase in short-term rates and sale of real estate.
Net operating expenses were $8.8 million and $10.8 million for years ended December 31, 2006 and 2005, respectively. The decrease is due to a reduction of general administrative expenses due to the exit of the non U-Haul lines of business.
Benefits and losses incurred were $21.9 million and $22.6 million for the years ended December 31, 2006 and 2005, respectively.
Amortization of deferred acquisition costs were $2.1 million and $2.9 million for the years ended December 31, 2006 and 2005, respectively. The decrease is due to decreased premium writings.
Earnings from operations were $5.7 million and $1.1 million for years ended December 31, 2006 and 2005, respectively.
28
The following table illustrates the change in unpaid loss and loss adjustment expenses on a gross basis. The first line represents gross reserves (reserves prior to the effects of reinsurance) as originally reported at the end of the stated year. The second section, reading down, represents cumulative amounts paid as of the end of successive years with respect to that reserve. The third section, reading down, represents revised estimates of the original recorded gross reserve as of the end of successive years. The last section compares the latest revised estimate of gross reserves to the reserve amount as originally established for that year-end. The last section is cumulative and should not be totaled.
Unpaid Loss and Loss Adjustment Expenses
December 31,
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
(In thousands)
Unpaid Loss and Loss Adjustment Expenses
$
384,816
$
344,748
$
334,858
$
382,651
$
448,987
$
399,447
$
416,259
$
380,875
$
346,928
$
288,783
$
288,410
Paid (Cumulative) as of:
One year later
103,752
82,936
117,025
130,471
130,070
100,851
73,384
44,677
40,116
35,297
-
Two years later
174,867
164,318
186,193
203,605
209,525
164,255
114,246
83,230
73,235
-
-
Three years later
216,966
218,819
232,883
255,996
266,483
201,346
151,840
115,955
-
-
-
Four years later
246,819
255,134
264,517
299,681
295,268
233,898
184,219
-
-
-
-
Five years later
269,425
274,819
295,997
320,629
322,191
263,654
-
-
-
-
-
Six years later
282,598
297,354
314,281
341,543
346,733
-
-
-
-
-
-
Seven years later
300,814
311,963
331,385
358,882
-
-
-
-
-
-
-
Eight years later
314,322
327,141
346,270
-
-
-
-
-
-
-
-
Nine years later
326,805
340,190
-
-
-
-
-
-
-
-
-
Ten years later
337,163
-
-
-
-
-
-
-
-
-
-
Reserved Re-estimated as of:
One year later
357,733
339,602
383,264
433,222
454,510
471,029
447,524
388,859
326,386
319,951
Two years later
361,306
371,431
432,714
454,926
523,624
480,713
456,171
368,756
357,135
-
Three years later
369,598
429,160
437,712
517,361
500,566
521,319
435,549
399,693
-
-
Four years later
398,899
413,476
480,200
543,554
571,045
502,922
466,709
-
-
-
Five years later
398,184
443,696
524,548
558,765
569,104
537,610
-
-
-
-
Six years later
428,031
477,975
520,675
559,873
608,159
-
-
-
-
-
Seven years later
450,728
485,228
527,187
583,904
-
-
-
-
-
-
Eight years later
461,082
496,484
550,333
-
-
-
-
-
-
-
Nine years later
469,869
521,403
-
-
-
-
-
-
-
-
Ten years later
497,251
-
-
-
-
-
-
-
-
-
Cumulative Redundancy (Deficiency)
$
(112,435
)
$
(176,655
)
$
(215,475
)
$
(201,253
)
$
(159,172
)
$
(138,163
)
$
(50,450
)
$
(18,818
)
$
(10,207
)
$
(31,168
)
Retro Premium Recoverable
3,037
(1,879
)
6,797
5,613
21,756
7,036
374
2,233
-
-
Re-estimated Reserve: Amount (Cumulative)
$
(109,398
)
$
(178,534
)
$
(208,678
)
$
(195,640
)
$
(137,416
)
$
(131,127
)
$
(50,076
)
$
(16,585
)
$
(10,207
)
$
(31,168
)
29
Activity in the liability for unpaid losses and loss adjustment expenses for RepWest is summarized as follows:
Year Ended December 31,
2007
2006
2005
(In thousands)
Balance at January 1
$
288,783
$
346,928
$
380,875
Less: reinsurance recoverable
144,950
181,388
189,472
Net balance at January 1
143,833
165,540
191,403
Incurred related to:
Current year
7,094
6,006
6,429
Prior years
11,894
15,895
16,161
Total incurred
18,988
21,901
22,590
Paid related to:
Current year
3,289
3,492
3,774
Prior years
35,303
40,116
44,679
Total paid
38,592
43,608
48,453
Net balance at December 31
124,229
143,833
165,540
Plus: reinsurance recoverable
164,181
144,950
181,388
Balance at December 31
$
288,410
$
288,783
$
346,928
The liability for incurred losses and loss adjustment expenses (net of reinsurance recoverable of $164.2 million) decreased by $19.6 million in 2007. The decrease is a result of resolving claims associated with terminated unprofitable programs.
Oxford Life Insurance Company
2007 Compared with 2006
Net premiums were $112.0 million and $121.6 million for the years ended December 31, 2007 and 2006, respectively. Medicare supplement premiums decreased by $4.1 million due to policy lapses and lower first year sales offset by an increase in life insurance premiums of $2.9 million due to increased sales. Oxford stopped writing new credit insurance business in 2006 and as a result, credit insurance premiums decreased by $5.9 million.
Net investment income was $20.9 million and $22.5 million for the years ended December 31, 2007 and 2006, respectively. The decrease was due to a net reduction in invested assets and lower investment yields.
Net operating expenses were $23.8 million and $30.9 million for the years ended December 31, 2007 and 2006, respectively. The decrease was primarily attributable to the reduction of expenses on credit insurance due to business discontinuance and additional costs in 2006 related to the acquisition of DGLIC.
Benefits incurred were $83.4 million and $88.3 million, for the years ended December 31, 2007 and 2006, respectively. This decrease was the result of a $2.0 million decrease in Medicare supplement due to policy decrements and a decrease of $1.7 million in credit insurance due to decreased exposure, offset by life insurance benefits of $1.5 million due to increased sales.
Amortization of deferred acquisition costs (“DAC”) and the value of business acquired (“VOBA”) was $13.0 million and $15.1 million for the years ended December 31, 2007 and 2006, respectively. The credit business had a decrease of amortization of $3.9 million due to decreased business, offset by an increase of $2.3 million in annuities due to an update of DAC assumptions.
Earnings from operations were $17.2 million and $14.5 million for the years ended December 31, 2007 and 2006, respectively.
30
2006 Compared with 2005
Net premiums were $121.6 million and $120.4 million for the years ended December 31, 2006 and 2005, respectively. Medicare supplement premiums increased by $10.6 million primarily due to the acquisition of DGLIC. The Company stopped writing new credit insurance business in 2006 and as a result, credit insurance premiums decreased by $9.1 million.
Net investment income was $22.5 million and $22.0 million for the years ended December 31, 2006 and 2005, respectively. The increase was primarily due to a reduction in realized losses on disposals from 2005, offset by a net reduction in invested assets. Investment yields were consistent between the two years.
Other income was $4.7 million and $5.8 million for the years ended December 31, 2006 and 2005, respectively. This decrease was the result of decreased surrender charge income of $0.5 million and a decrease in administrative income of $0.6 million.
Net operating expenses were $30.9 million and $27.0 million for the years ended December 31, 2006 and 2005, respectively. The increase is primarily due to the acquisition of DGLIC.
Benefits incurred were $88.3 million and $85.7 million, for the years ended December 31, 2006 and 2005, respectively. This increase was primarily a result of a $3.8 million increase in Medicare supplement benefits due to the acquisition of DGLIC, partially offset by a slightly improved loss ratio. Credit insurance benefits decreased $4.4 million due to decreased exposure. Other health benefits increased $1.1 million during the current period due to an adjustment for current claim trends. Life insurance benefits increased $1.4 million due to increased sales.
Amortization of DAC and VOBA was $15.1 million and $21.4 million for the years ended December 31, 2006 and 2005, respectively. During the fourth quarter of 2005 and 2006, the Company made adjustments to the assumptions for expected future profits for the annuity business. These included changes to the assumptions for lapse rates, interest crediting and investment returns. Amortization expense was reduced by $4.7 million during 2006 as a result of these changes, including $1.3 million in the fourth quarter of 2006. The credit business had a decrease of amortization of $3.2 million due to decreased business. VOBA amortization increased $0.7 million due to the acquisition of DGLIC. DAC amortization in the life segment increased due to increased new business.
Earnings from operations were $14.5 million and $13.9 million for the years ended December 31, 2006 and 2005, respectively.
SAC Holding II
Fiscal 2008 Compared with Fiscal 2007
Listed below are revenues for the major product lines at SAC Holding II for fiscal 2008 and fiscal 2007:
Year Ended March 31,
2008 (a)
2007
(In thousands)
Self-moving equipment rentals
$
5,846
$
9,225
Self-storage revenues
11,469
19,926
Self-moving and self-storage product and service sales
10,039
16,045
Other revenue
748
1,407
Segment revenue
$
28,102
$
46,603
(
a) Activity for the seven months ended October 2007, prior to deconsolidation.
Revenues in fiscal 2008 decreased $18.5 million, compared with fiscal 2007. Total costs and expenses were $20.2 million in fiscal 2008, compared with $32.7 million in fiscal 2007. Earnings from operations were $7.9 million in fiscal 2008, compared with $13.9 million in fiscal 2007. Each of these decreases was due to the deconsolidation of SAC Holding II effective October 31, 2007.
31
Fiscal 2007 Compared with Fiscal 2006
Listed below are revenues for the major product lines at SAC Holding II for fiscal 2007 and fiscal 2006:
Year Ended March 31,
2007
2006
(In thousands)
Self-moving equipment rentals
$
9,225
$
9,498
Self-storage revenues
19,926
18,869
Self-moving and self-storage product and service sales
16,045
16,602
Other revenue
1,407
1,270
Segment revenue
$
46,603
$
46,239
Total revenues were $46.6 million in fiscal 2007, compared with $46.2 million in fiscal 2006 due primarily to increases in self-storage revenues.
Total costs and expenses were $32.7 million in fiscal 2007, compared with $32.6 million in fiscal 2006.
Earnings from operations were $13.9 million in fiscal 2007, compared with $13.6 million in fiscal 2006.
Liquidity and Capital Resources
We believe our current capital structure is a positive factor that will enable us to pursue our operational plans and goals, and provide us with sufficient liquidity for the next three to five years. The majority of our obligations currently in place mature at the end of fiscal years 2014, 2015 or 2018. As a result, we believe that our liquidity is sufficient for our current and foreseeable needs. However, there is no assurance that future cash flows will be sufficient to meet our outstanding debt obligations and our other future capital needs.
At March 31, 2008, cash and cash equivalents totaled $206.6 million, compared with $75.3 million on March 31, 2007. The assets of our insurance subsidiaries are generally unavailable to fulfill the obligations of non-insurance operations (AMERCO, U-Haul and Real Estate). As of March 31, 2008 (or as otherwise indicated), cash and cash equivalents, other financial assets (receivables, short-term investments, other investments, fixed maturities, and related party assets) and obligations of each operating segment were:
Moving & Storage
RepWest (a)
Oxford (a)
(In thousands)
Cash & cash equivalents
$
191,250
$
6,848
$
8,524
Other financial assets
343,358
402,329
590,320
Debt obligations
1,504,677
-
-
(a) As of December 31, 2007
At March 31, 2008, our Moving and Storage operations (AMERCO, U-Haul and Real Estate) had cash available under existing credit facilities of $164.2 million and were comprised of:
March 31, 2008
(In millions)
Real estate loan (revolving credit)
$
100.0
Construction loan (revolving credit)
9.2
Working capital loan (revolving credit)
35.0
Fleet loan (amortizing loan)
20.0
$
164.2
32
A summary of our consolidated cash flows for fiscal 2008, 2007 and 2006 is shown in the table below:
Year Ended March 31,
2008
2007
2006
(In thousands)
Net cash provided by operating activities
$
329,287
$
350,721
$
270,508
Net cash used by investing activities
(357,962
)
(517,619
)
(258,836
)
Net cash provided by financing activities
159,929
87,685
88,018
Effects of exchange rate on cash
96
(974
)
(186
)
Net cash flow
131,350
(80,187
)
99,504
Cash at the beginning of the period
75,272
155,459
55,955
Cash at the end of the period
$
206,622
$
75,272
$
155,459
Cash provided by operating activities decreased $21.4 million in fiscal 2008, compared with fiscal 2007. Operating cash flows for the Moving and Storage segment decreased $7.3 million primarily from the decrease in operating income. The insurance companies had a $13.7 million decrease in operating cash flow primarily due to RepWest; fiscal 2007 included funds received from the exchange of related party assets and the collection of outstanding reinsurance recoverables.
Net cash used in investing activities decreased $159.7 million in fiscal 2008, compared with fiscal 2007. The decrease is due to a reduction in new capital spending on both trucks and real estate combined with increased sales of used trucks and real estate.
Cash provided by financing activities increased $72.2 million in fiscal 2008, as compared to fiscal 2007. The increase is due primarily to increased fleet borrowings combined with a decline in annuity deposit withdrawals at Oxford. These were offset by a $99.8 million increase in debt repayments, $8.9 million in additional debt issuance costs and $8.4 million in additional stock repurchases over the amount repurchased in fiscal 2007.
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. Capital expenditures have primarily reflected new rental equipment acquisitions and the buyouts of existing fleet from TRAC leases. The capital to fund these expenditures has historically been obtained internally from operations and the sale of used equipment, and externally from debt and lease financing. In the future we anticipate that our internally generated funds will be used to service the existing debt and support operations. U-Haul estimates that during fiscal 2009 the Company will reinvest in its truck and trailer rental fleet up to approximately $350.0 million, net of equipment sales. Future fleet investments beyond fiscal 2009 will be dependent upon several factors including availability of capital, the truck rental environment and the used-truck sales market. We anticipate that the fiscal 2009 investment will be funded largely through external lease financing, along with debt financing and internally from operations. Management considers several factors including cost and tax consequences when selecting a method to fund capital expenditures. Financial market conditions can lead to changes in our allocation between debt and lease financing from year to year.
Real Estate has traditionally financed the acquisition of self-storage properties to support U-Haul's growth through debt financing and funds from operations and sales. The Company’s plan for the physical expansion of owned storage properties includes the acquisition of existing self-storage locations from third parties, the acquisition and development of bare land, and the acquisition and redevelopment of existing buildings not currently used for self-storage. The Company is funding these development projects through construction loans and internally generated funds and expects to invest approximately $140.0 million in these new storage projects. The timing of these projects is dependent upon several factors including the entitlement process, availability of capital, weather, and the identification and/or successful acquisition of target properties. U-Haul's growth plan in self-storage also includes eMove, which does not require significant capital.
Net capital expenditures (purchases of property, plant and equipment less proceeds from the sale of property, plant and equipment) were $402.8 million, $557.5 million and $322.2 million for fiscal 2008, 2007 and 2006, respectively. During fiscal 2008, 2007 and 2006, the Company entered into $129.1 million, $120.6 million and $350.2 million, respectively, of new equipment operating leases.
33
Moving and Storage continues to hold significant cash and has access to additional liquidity. Management may invest these funds in our existing operations, expand our product lines or pursue external opportunities in the self-moving and storage market place.
Property and Casualty Insurance
State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, RepWest’s assets are generally not available to satisfy the claims of AMERCO or its legal subsidiaries.
Stockholder’s equity was $148.6 million, $142.4 million, and $137.4 million at December 31, 2007, 2006, and 2005, respectively. The increase resulted from earnings of $5.9 million and an increase in other comprehensive income of $0.2 million. RepWest paid $27.0 million in dividends to its parent during 2005; payment was effected by a reduction in intercompany accounts. RepWest does not use debt or equity issues to increase capital and therefore has no direct exposure to capital market conditions other than through its investment portfolio.
Life Insurance
Oxford manages its financial assets to meet policyholder and other obligations including investment contract withdrawals. Oxford’s net withdrawals for the year ending December 31, 2007 were $47.4 million. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, Oxford’s funds are generally not available to satisfy the claims of AMERCO or its legal subsidiaries.
Oxford’s stockholder’s equity was $150.7 million, $136.4 million, and $127.3 million at December 31, 2007, 2006 and 2005, respectively. The increase resulted from earnings of $13.6 million, a $1.7 million increase in other comprehensive income and a decrease of $1.0 million in beginning retained earnings related to the application of FIN 48. Oxford does not use debt or equity issues to increase capital and therefore has no direct exposure to capital market conditions other than through its investment portfolio.
Cash Provided from Operating Activities by Operating Segments
Moving and Self-Storage
Cash provided by operating activities was $324.4 million, $331.7 million and $276.1 million in fiscal 2008, 2007 and 2006, respectively. Operating cash flows for the Moving and Storage segment decreased $7.3 million primarily from the decrease in operating income.
Property and Casualty Insurance
Cash provided (used) by operating activities was ($4.0) million, $5.4 million, and ($28.9) million for the years ending December 31, 2007, 2006, and 2005, respectively. The decrease in cash used by operating activities was the result of RepWest’s increasing its gross insurance reserves by $15.0 million, which was offset by $6.0 million increase in net earnings.
RepWest’s cash and cash equivalents and short-term investment portfolios amounted to $79.3 million, $71.9 million, and $106.2 million at December 31, 2007, 2006, and 2005, respectively. This balance reflects funds in transition from maturity proceeds to long term investments. This level of liquid assets, combined with budgeted cash flow, is adequate to meet periodic needs. Capital and operating budgets allow RepWest to schedule cash needs in accordance with investment and underwriting proceeds.
Life Insurance
Cash provided (used) by operating activities from Oxford were $7.1 million, $11.4 million and ($0.7) million for the years ending December 31, 2007, 2006 and 2005, respectively. The decrease from 2007 compared with 2006 was the result of a $5.0 million principal payment in July 2007 to AMERCO on an intercompany surplus note issued in 1998, as well as $0.7 million in interest. In 2005, the decrease includes the $10.6 million settlement payment related to a lawsuit.
In addition to cash flows from operating activities and financing activities, a substantial amount of liquid funds are available through Oxford’s short-term portfolio. At December 31, 2007, 2006 and 2005, cash and cash equivalents and short-term investments amounted to $37.7 million, $41.4 million and $37.0 million, respectively. Management believes that the overall sources of liquidity will continue to meet foreseeable cash needs.
34
Liquidity and Capital Resources - Summary
We believe we have the financial resources needed to meet our business plans and to meet our business requirements including capital expenditures for the investment in and expansion of our rental fleet, rental equipment and storage space, working capital requirements, stock repurchase plans and our preferred stock dividend program.
Our borrowing strategy is primarily focused on asset-backed financing and rental equipment operating leases. As part of this strategy, we seek to ladder maturities and hedge floating rate loans through the use of interest rate swaps. While each of these loans typically contains provisions governing the amount that can be borrowed in relation to specific assets, the overall structure is flexible with no limits on overall Company borrowings. Management feels it has adequate liquidity between cash and cash equivalents and unused borrowing capacity in existing facilities to meet the current and expected needs of the Company over the next several years. At March 31, 2008, we had cash availability under existing credit facilities of $164.2 million. In addition, we believe that there are additional opportunities for leverage in our existing capital structure. For a more detailed discussion of our long-term debt and borrowing capacity, please refer to Note 9 Borrowings of the Notes to Consolidated Financial Statements.
Disclosures about Contractual Obligations and Commercial Commitments
The following table provides contractual commitments and contingencies as of March 31, 2008:
Payment due by Period (as of March 31, 2008)
Contractual Obligations
Total
Prior to
03/31/09
04/01/09
03/31/11
04/01/11
03/31/13
April 1, 2013
and Thereafter
(In thousands)
Notes and loans payable - Principal
$
1,373,894
$
108,753
$
239,626
$
210,705
$
814,810
Notes and loans payable - Interest
384,828
68,305
118,125
96,100
102,298
Revolving credit agreements - Principal
130,783
-
30,783
-
100,000
Revolving credit agreements - Interest
52,295
6,277
9,987
9,716
26,315
AMERCO's operating leases
411,744
106,341
169,187
103,405
32,811
Post retirement benefit liability
7,770
530
1,330
1,631
4,279
Total contractual obligations
$
2,361,314
$
290,206
$
569,038
$
421,557
$
1,080,513
As presented above, contractual obligations on debt and guarantees represent principal payments while contractual obligations for operating leases represent the notional payments under the lease arrangements. Interest on variable rate debt is based on the applicable rate at March 31, 2008 without regard to associated interest rate swaps.
FIN 48 liabilities and interest of $9.8 million is not included above due to uncertainty.
The Company holds insurance liabilities at each of the insurance subsidiaries as well as self-insurance reserves at U-Haul representing expected estimated future obligations. At December 31, 2007, Oxford held $137.7 million of estimated policy benefits and losses, claims and loss expenses payable and $339.2 million of investment contract deposits. At December 31, 2007, RepWest held $291.3 million of estimated policy benefits and losses, claims and loss expenses payable. At March 31, 2008, U-Haul held $365.4 million of estimated self-insurance reserves. These are estimated general obligations of each company and are expected to be funded from future operations and general account investments. The nature of these estimates can lead to variations in the ultimate amount of final settlement.
Off Balance Sheet Arrangements
The Company uses off-balance sheet arrangements where the economics and sound business principles warrant their use.
AMERCO utilizes operating leases for certain rental equipment and facilities with terms expiring substantially through 2014, with the exception of one land lease expiring in 2034. In the event of a shortfall in proceeds from the sales of the underlying rental equipment assets, AMERCO has guaranteed approximately $165.5 million of residual values at March 31, 2008 for these assets at the end of their respective lease terms. AMERCO has been leasing rental equipment since 1987. To date, we have not experienced residual value shortfalls related to these leasing arrangements. Using the average cost of fleet related debt as the discount rate, the present value of AMERCO’s minimum lease payments and residual value guarantees was $491.9 million at March 31, 2008.
35
Historically, AMERCO used off-balance sheet arrangements in connection with the expansion of our self-storage business. Refer to Note 19 Related Party Transactions of the Notes to Consolidated Financial Statements. These arrangements were primarily used when the Company’s overall borrowing structure was more limited. The Company does not face similar limitations currently and off-balance sheet arrangements have not been utilized in our self-storage expansion in recent years. In the future, the Company will continue to identify and consider off-balance sheet opportunities to the extent such arrangements would be economically advantageous to the Company and its stockholders.
The Company currently manages the self-storage properties owned or leased by SAC Holdings, Mercury Partners, LP (“Mercury”), Four SAC Self-Storage Corporation (“4 SAC”), Five SAC Self-Storage Corporation (“5 SAC”), Galaxy Investments, L.P. (“Galaxy”), and Private Mini Storage Realty (“Private Mini”) pursuant to a standard form of management agreement, under which the Company receives a management fee of between 4% and 10% of the gross receipts plus reimbursement for certain expenses. The Company received management fees, exclusive of reimbursed expenses, of $23.7 million, $23.5 million and $22.5 million from the above mentioned entities during fiscal 2008, 2007 and 2006, respectively. This management fee is consistent with the fee received for other properties the Company previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini are substantially controlled by Blackwater. Mercury is substantially controlled by Mark V. Shoen. James P. Shoen, a significant shareholder and director of AMERCO, has an interest in Mercury.
The Company leases space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy. Total lease payments pursuant to such leases were $2.1 million, $2.7 million and $2.7 million in fiscal 2008, 2007 and 2006, respectively. The terms of the leases are similar to the terms of leases for other properties owned by unrelated parties that are leased to the Company.
At March 31, 2008, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini acted as U-Haul independent dealers. The financial and other terms of the dealership contracts with the aforementioned companies and their subsidiaries are substantially identical to the terms of those with the Company’s other independent dealers whereby commissions are paid by the Company based on equipment rental revenues. During fiscal 2008, 2007 and 2006, the Company paid the above mentioned entities $36.0 million, $36.6 million and $36.8 million, respectively in commissions pursuant to such dealership contracts.
These agreements along with notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini, excluding Dealer Agreements, provided revenues of $43.6 million, expenses of $2.1 million and cash flows of $68.8 million during fiscal 2008. Revenues and commission expenses related to the Dealer Agreements were $170.0 million and $36.0 million, respectively.
During fiscal 2008, subsidiaries of the Company held various junior unsecured notes of SAC Holdings. The Company does not have an equity ownership interest in SAC Holdings. The Company recorded interest income of $18.6 million, $19.2 million and $19.4 million and received cash interest payments of $19.2 million, $44.5 million and $11.2 million from SAC Holdings during fiscal 2008, 2007 and 2006, respectively. The cash interest payments for fiscal 2007 included a payment to significantly reduce the outstanding interest receivable from SAC Holdings. The largest aggregate amount of notes receivable outstanding during fiscal 2008 was $203.7 million and the aggregate notes receivable balance at March 31, 2008 was $198.1 million. In accordance with the terms of these notes, SAC Holdings may repay the notes without penalty or premium.
Fiscal 2009 Outlook
In fiscal 2009, we are focused on increasing transaction volume and improving pricing, product mix and utilization for self-moving equipment rentals. Investing in our truck fleet is a key initiative to reach this goal. During fiscal 2008, the Company acquired over 21,000 new trucks. Our plans include manufacturing additional box trucks and maintaining our pick-up and cargo van fleet, resulting in a similar amount of new trucks in fiscal 2009. This investment is expected to increase the number of rentable equipment days available to meet our customer demands and to reduce future spending on repair costs and equipment downtime. Revenue growth in the U-Move program could continue to be adversely impacted should we fail to execute in any of these areas.
We are also working towards increasing our storage occupancy at existing sites, adding new eMove Storage Affiliates and building new locations. We believe that additional occupancy gains in our current portfolio of locations can be realized in fiscal 2009. While the Company saw increased storage revenue in fiscal 2008 due to pricing, this trend may not continue. The Company continues to evaluate new moving and storage opportunities in the market place including portable storage.
36
RepWest will continue to provide loss adjusting and claims handling for U-Haul and underwrite components of the Safemove, Safetow and Safestor protection packages to U-Haul customers.
Oxford is pursuing its goals of expanding its presence in the senior market through the sales of its Medicare supplement, life and annuity policies. As part of this strategy, Oxford is attempting to grow its agency force and develop new product offerings.
Quarterly Results (unaudited)
The quarterly results shown below are derived from unaudited financial statements for the eight quarters beginning April 1, 2006 and ending March 31, 2008. The Company believes that all necessary adjustments have been included in the amounts stated below to present fairly, and in accordance with generally accepted accounting principles, such results. Moving and Storage operations are seasonal and proportionally more of the Company’s revenues and net earnings from its Moving and Storage operations are generated in the first and second quarters of each fiscal year (April through September). The operating results for the periods presented are not necessarily indicative of results for any future period.
Quarter Ended
March 31,
2008
December 31,
2007
September 30,
2007
June 30,
2007
(In thousands, except for share and per share data)
Total revenues
$
432,960
$
465,496
$
596,388
$
554,330
Earnings (loss) from operations
(5,822
)
8,359
109,126
92,059
Net earnings (loss)
(14,048
)
(10,394
)
50,474
41,752
Earnings (loss) available to common shareholders
(17,288
)
(13,635
)
47,233
38,511
Weighted average common shares
outstanding: basic and diluted
19,544,707
19,746,237
19,733,755
19,937,152
Earnings (loss) per common share:
Basic and diluted
$
(0.85
)
$
(0.69
)
$
2.39
$
1.93
Quarter Ended
March 31,
2007
December 31,
2006 (a)
September 30,
2006 (a), (b)
June 30,
2006 (a)
(In thousands, except for share and per share data)
Total revenues
$
441,846
$
463,329
$
601,682
$
562,441
Earnings (loss) from operations
(9,094
)
8,146
126,133
110,043
Net earnings (loss)
(15,660
)
(9,551
)
60,418
55,346
Earnings (loss) available to common shareholders
(18,900
)
(12,792
)
57,177
52,105
Weighted average common shares
outstanding: basic and diluted
20,682,087
20,922,433
20,910,204
20,897,688
Earnings (loss) per common share:
Basic and diluted
$
(0.89
)
$
(0.61
)
$
2.73
$
2.49
(a) The retroactive adoption of SAB 108 had the effect of decreasing operating and net earnings from amounts previously reported by $0.1 million for each of the first three quarters of fiscal 2007. The Company determined that the adjustment would not be material in any specific period and therefore did not restate historical financial statements.
(b) The second quarter fiscal 2007 included a non-recurring amortization of $7.0 million, pre-tax on deferred charges related to a refinancing.
37
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to financial market risks, including changes in interest rates and currency exchange rates. To mitigate these risks, we may utilize derivative financial instruments, among other strategies. We do not use derivative financial instruments for speculative purposes.
Interest Rate Risk
The exposure to market risk for changes in interest rates relates primarily to our variable rate debt obligations. We have used interest rate swap agreements, interest rate cap agreements and forward swaps to reduce our exposure to changes in interest rates. The Company enters into these arrangements with counterparties that are significant financial institutions with whom we generally have other financial arrangements. We are exposed to credit risk should these counterparties not be able to perform on their obligations.
Notional Amount
Fair Value
Effective Date
Expiration Date
Fixed Rate
Floating Rate
$
95,447,770
(a), (b)
(5,502,082
)
5/10/2006
4/10/2012
5.06
%
1 Month LIBOR
105,719,349
(a), (b)
(7,415,913
)
10/10/2006
10/10/2012
5.57
%
1 Month LIBOR
34,981,772
(a)
(2,749,898
)
7/10/2006
7/10/2013
5.67
%
1 Month LIBOR
284,166,667
(a)
(31,700,119
)
8/18/2006
8/10/2018
5.43
%
1 Month LIBOR
23,625,000
(a)
(1,626,030
)
2/12/2007
2/10/2014
5.24
%
1 Month LIBOR
16,000,000
(a)
(959,438
)
3/12/2007
3/10/2014
4.99
%
1 Month LIBOR
16,000,000
(a)
(1,083,397
)
3/12/2007
3/10/2014
4.99
%
1 Month LIBOR
(a) interest rate swap agreement
(b) forward swap
As of March 31, 2008, the Company had approximately $704.6 million of variable rate debt obligations. If LIBOR were to increase 100 basis points, the increase in interest expense on the variable rate debt would decrease future earnings and cash flows by approximately $1.3 million annually (after consideration of the effect of the above derivative contracts).
Additionally, our insurance subsidiaries’ fixed income investment portfolios expose the Company to interest rate risk. This interest rate risk is the price sensitivity of a fixed income security to changes in interest rates. As part of our insurance companies’ asset and liability management, actuaries estimate the cash flow patterns of our existing liabilities to determine their duration. These outcomes are compared to the characteristics of the assets that are currently supporting these liabilities assisting management in determining an asset allocation strategy for future investments that management believes will mitigate the overall effect of interest rates.
Foreign Currency Exchange Rate Risk
The exposure to market risk for changes in foreign currency exchange rates relates primarily to our Canadian business. Approximately 5.4%, 4.4% and 4.0% of our revenue in fiscal 2008, 2007 and 2006, respectively were generated in Canada. The result of a 10.0% change in the value of the U.S. dollar relative to the Canadian dollar would not be material. We typically do not hedge any foreign currency risk since the exposure is not considered material.
Item 8.
Financial Statements and Supplementary Data
The Report of Independent Registered Public Accounting and Consolidated Financial Statements of AMERCO and its consolidated subsidiaries including the notes to such statements and the related schedules are set forth on pages F-3 through F-59 and are incorporated herein.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
38
Item 9A.
Controls and Procedures
Attached as exhibits to this Form 10-K are certifications of the registrants’ Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”), which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This "Controls and Procedures" section includes information concerning the controls and controls evaluation referred to in the certifications.
Following this discussion is the report of BDO Seidman, LLP, our independent registered public accounting firm, regarding its audit of AMERCO’s internal control over financial reporting as set forth below in this section. This section should be read in conjunction with the certifications and the BDO Seidman, LLP report for a more complete understanding of the topics presented.
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the CEO and CAO, conducted an evaluation of the effectiveness of the design and operation of the Company’s "disclosure controls and procedures" (as such term is defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) (“Disclosure Controls”) as of the end of the period covered by this Form 10-K. Our Disclosure Controls are designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Our Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CAO, as appropriate to allow timely decisions regarding required disclosure. Based upon the controls evaluation, our CEO and CAO have concluded that as of the end of the period covered by this Form 10-K, our Disclosure Controls were effective related to the above stated design purposes.
Inherent Limitations on Effectiveness of Controls
The Company's management, including the CEO and CAO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
39
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Management assessed our internal control over financial reporting as of March 31, 2008, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management's assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. This assessment is supported by testing and monitoring performed both by our Internal Audit organization and our Finance organization.
Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year. We reviewed the results of management's assessment with the Audit Committee of our Board of Directors.
Our independent registered public accounting firm, BDO Seidman, LLP, has audited the Company's internal control over financial reporting and has issued their report, which is included below.
Item 9B.
Other Information
On April 10, 2008, U-Haul International, Inc. and two of its subsidiaries entered into an amortizing term loan for the purchase of new rental trucks of up to $20.0 million in fiscal 2009.
40
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
AMERCO
Reno, Nevada
We have audited AMERCO and consolidated subsidiaries’ (the “Company”) internal control over financial reporting as of March 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2008, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of March 31, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders’ equity, other comprehensive income (loss), and cash flows for each of the three years in the period ended March 31, 2008 and our report dated June 2, 2008 expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
Phoenix, Arizona
June 2, 2008
41
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
The information required to be disclosed under this Item 10 is incorporated herein by reference to AMERCO’s definitive proxy statement, which will be filed with the SEC within 120 days after the close of the 2008 fiscal year.
The Company has adopted a code of ethics that applies to all directors, officers and employees of the Company, including the Company’s principal executive officer and principal accounting officer. A copy of our Code of Ethics is posted on the AMERCO home page at www.amerco.com. We intend to satisfy the disclosure requirements of Form 8-K regarding any amendment to, or waiver from, a provision of this code of ethics by posting such information on the Company’s website, at the web address and location specified above, unless otherwise required to file a Form 8-K by Nasdaq rules and regulations.
Item 11
.
Executive Compensation
The information required to be disclosed under this Item 11 is incorporated herein by reference to AMERCO’s definitive proxy statement, which will be filed with the commission within 120 days after the close of the 2008 fiscal year.
Item 12.
Security Ownership of Certain Beneficial Owners and Management
The information required to be disclosed under this Item 12 is incorporated herein by reference to AMERCO’s definitive proxy statement, which will be filed with the commission within 120 days after the close of the 2008 fiscal year.
Item 13
.
Certain Relationships and Related Transactions, and Director Independence
The information required to be disclosed under this Item 13 is incorporated herein by reference to AMERCO’s definitive proxy statement, which will be filed with the commission within 120 days after the close of the 2008 fiscal year.
Item 14
.
Principal Accounting Fees and Services
The information required to be disclosed under this Item 14 is incorporated herein by reference to AMERCO’s definitive proxy statement, which will be filed with the commission within 120 days after the close of the 2008 fiscal year.
42
PART IV
Item 15.
Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Report:
Page No.
1.
Financial Statements:
Report of Independent Registered Public Accounting Firm
F-1
Independent Auditors' Report
F-2
Consolidated Balance Sheets - March 31, 2008 and 2007
F-3
Consolidated Statements of Operations - Years Ended March 31, 2008, 2007, and 2006
F-4
Consolidated Statements of Changes in Stockholders' Equity - Years Ended March 31, 2008, 2007, and 2006
F-5
Consolidated Statement of Comprehensive Income (Loss) - Years Ended March 31, 2008, 2007 and 2006
F-6
Consolidated Statement of Cash Flows - Years Ended March 31, 2008, 2007 and 2006
F-7
Notes to Consolidated Financial Statements
F-8 - F-53
2.
Financial Statement Schedules required to be filed by Item 8 and Paragraph (d) of this Item 15:
Condensed Financial Information of AMERCO - Schedule 1
F-54 - F-57
Valuation and Qualifying Accounts - Schedule II
F-58
Supplemental Information (For Property-Casualty Insurance Underwriters) - Schedule V
F-59
All other schedules are omitted as the required information is not applicable or the information is presented in the financial statements or related notes thereto.
(b) Exhibits:
Exhibit Number
Description
Page or Method of Filing
2.1
Joint Plan of Reorganization of AMERCO and AMERCO Real Estate Company
Incorporated by reference to AMERCO’s Current Report on Form 8-K filed October 20, 2003, file no. 1-11255
2.2
Disclosure Statement Concerning the Debtors’ Joint Plan of Reorganization
Incorporated by reference to AMERCO’s Current Report on Form 8-K filed October 20, 2003, file no. 1-11255
2.3
Amended Joint Plan of Reorganization of AMERCO and AMERCO Real Estate Company
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, file no. 1-11255
3.1
Restated Articles of Incorporation of AMERCO
Incorporated by reference to AMERCO’s Registration Statement on form S-4 filed March 30, 2004, file no. 1-11255
3.2
Restated By-Laws of AMERCO
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, file no. 1-11255
3.3
Amendment to Restated By-Laws of AMERCO
Incorporated by reference to AMERCO’s Current Report on Form 8-K filed on December 5, 2007, file no. 1-11255
4.3
Indenture dated as of March 15, 2004, among SAC Holding Corporation and SAC Holding II Corporation and Law Debenture Trust Company of New York
Incorporated by reference to AMERCO’s Current Report on Form 8-K filed on March 26, 2004, file no. 1-11255
43
Exhibit Number
Description
Page or Method of Filing
4.4
Rights Agreement, dated as of August 7, 1998
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, file no. 1-11255
4.5
Termination of Rights Agreement, dated as of March 5, 2008
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on March 11, 2008, file no. 1-11255
10.1*
AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1993, file no. 1-11255
10.1A*
First Amendment to the AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2000, file no. 1-11255
10.3
SAC Participation and Subordination Agreement, dated as of March 15, 2004 among SAC Holding Corporation, SAC Holding II Corporation, AMERCO, U-Haul International, Inc., and Law Debenture Trust Company of New York
Incorporated by reference to AMERCO’s Current Report on Form 8-K filed on March 26, 2004, file no. 1-11255
10.5
U-Haul Dealership Contract
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year end March 31, 1993, file no. 1-11255
10.6
Share Repurchase and Registration Rights Agreement with Paul F. Shoen
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1993, file no. 1-11255
10.7
ESOP Loan Credit Agreement
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255
10.8
ESOP Loan Agreement
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255
10.9
Trust Agreement for the AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255
10.10
Amended Indemnification Agreement
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255
10.11
Indemnification Trust Agreement
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255
10.13
Management Agreement between Four SAC Self-Storage Corporation and subsidiaries of AMERCO
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1997, file no. 1-11255
10.17
Management Agreement between Five SAC Self-Storage Corporation and subsidiaries of AMERCO
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1999, file no. 1-11255
10.31
Management Agreement between Eighteen SAC Self-Storage Corporation and U-Haul
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.32
Management Agreement between Nineteen SAC Self-Storage Limited Partnership and U-Haul
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
44
Exhibit Number
Description
Page or Method of Filing
10.33
Management Agreement between Twenty SAC Self-Storage Corporation and U-Haul
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.34
Management Agreement between Twenty-One SAC Self-Storage Corporation and U-Haul
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.35
Management Agreement between Twenty-Two SAC Self-Storage Corporation and U-Haul
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.36
Management Agreement between Twenty-Three SAC Self-Storage Corporation and U-Haul
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.37
Management Agreement between Twenty-Four SAC Self-Storage Limited Partnership and U-Haul
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.38
Management Agreement between Twenty-Five SAC Self-Storage Limited Partnership and U-Haul
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.39
Management Agreement between Twenty-Six SAC Self-Storage Limited Partnership and U-Haul
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.40
Management Agreement between Twenty-Seven SAC Self-Storage Limited Partnership and U-Haul
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.48
Amended and Restated Promissory Note between SAC Holding Corporation and U-Haul International, Inc. (in an aggregate principal amount up to $47,500,000)
Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 333-114042
10.49
Amended and Restated Promissory Note between SAC Holding Corporation and U-Haul International, Inc. (in an aggregate principal amount up to $76,000,000)
Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 333-114042
10.50
Property Management Agreement
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2004, file no. 1-11255
10.51
Property Management Agreements among Three-A through Three-D SAC Self-Storage Limited Partnership and the subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255
10.52
U-Haul Dealership Contract between U-Haul Leasing & Sales Co., and U-Haul Moving Partners, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255
10.53
Property Management Agreement between Mercury Partners, LP, Mercury 99, LLC and U-Haul Self-Storage Management (WPC), Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255
10.54
Property Management Agreement between Three-SAC Self-Storage Corporation and U-Haul Co. (Canada), Ltd.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255
45
Exhibit Number
Description
Page or Method of Filing
10.56
Property Management Agreement among subsidiaries of U-Haul International and Galaxy Storage Two, L.P.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004, file no. 1-11255
10.58
Merrill Lynch Commitment Letter (re first mortgage loan)
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255
10.61
Morgan Stanley Commitment Letter
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255
10.62
Merrill Lynch Commitment Letter (re loan to Amerco Real Estate Company)
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255
10.64
Refinance Closing Docs
Incorporated by reference to AMERCO’s Current Report
on Form 8-K, filed June 14, 2005, file no. 1-11255
10.65
Amended and Restated Credit Agreement, dated June 8, 2005, among Amerco Real Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and Merrill Lynch Commercial Finance Corp.
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.66
Security Agreement dated June 8, 2005, by Amerco Real Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and the Marketing Grantors named therein in favor of Merrill Lynch Commercial Finance Corp.
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.67
Guarantee, dated June 8, 2005, by U-Haul International, Inc. in favor of Merrill Lynch Commercial Finance Corp.
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.68
Promissory Note, dated June 8, 2005 by Amerco Real Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc. and U-Haul International, Inc.
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.69
Form of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing, dated June 8, 2005 in favor of Morgan Stanley Mortgage Capital Inc.
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.70
Form of Promissory Note, dated June 8, 2005, in favor of Morgan Stanley Mortgage Capital Inc.
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.71
Form of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing, dated June 8, 2005, in favor of Merrill Lynch Mortgage Lending, Inc.
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.72
Form of Promissory Note, dated June 8, 2005, in favor of Merrill Lynch Mortgage Lending, Inc.
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.78
Property Management Agreement between Subsidiaries of U-Haul and Five SAC RW MS, LLC., dated August 17, 2005.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, file no. 1-11255
46
Exhibit Number
Description
Page or Method of Filing
10.79
Credit agreement, dated November 10, 2005, among U-Haul Leasing & Sales Co., U-Haul Company of Arizona and U-Haul International, Inc. and Merrill Lynch Commercial Finance Corporation.
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed November 17, 2005, file no. 1-11255
10.80
Property Management Agreement between Subsidiaries of U-Haul and Five SAC 905, LLC., dated September 23, 2005.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, file no. 1-11255
10.81
Property Management Agreements between Subsidiaries of U-Haul and subsidiaries of PM Partners, LP, dated June 25, 2005.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.82
Promissory note, dated December 1, 2005, by Private Mini Storage Realty, LP in favor of AMERCO.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.83
Promissory note dated December 1, 2005 by PMSI Investments, LP in favor of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.84
Property Management Agreements between Subsidiaries of U-Haul and subsidiaries of PM Preferred Properties, LP., dated June 25, 2005
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.85
Credit Agreement executed June 7, 2006, among U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. and BTMU Capital Corporation.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.86
Security and Collateral Agreement executed June 7, 2006, by U-Haul International, Inc., U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, BTMU Capital Corporation, and Orange Truck Trust 2006
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.87
Guarantee executed June 7, 2006, made by U-Haul International, Inc. and AMERCO in favor of BTMU Capital Corp. and Orange Truck Trust 2006.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.89
First Amendment to Security Agreement (New Truck Term Loan Facility) executed June 7, 2006, among U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, and U-Haul International, Inc., in favor of Merrill Lynch Commercial Finance Corp.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.90
Credit Agreement dated June 6, 2006, among U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, and U-Haul International, Inc., and HVB
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.91
Security Agreement dated June 6, 2006, among U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, and U-Haul International, Inc. in favor of HVB
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.92
Guarantee dated June 6, 2006, made by U-Haul International, Inc. in favor of HVB
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
47
Exhibit Number
Description
Page or Method of Filing
10.93
Stockholder Agreement dated June 30, 2006 between Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosmarie T. Donovan, as Trustee, and Southwest Fiduciary, Inc., as Trustee
Incorporated by reference to Exhibit 99.2, filed with the Schedule 13-D, filed on July 13, 2006, file number 5-39669
10.94
Amendment No. 1 to the Amended and Restated Credit Agreement and Security Agreement, dated as of August 18, 2006, to the Amended and Restated Credit Agreement, dated as of June 8, 2005, among Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and the Marketing Grantors named therein in favor of Merrill Lynch Commercial Financial Corp.
Incorporated by reference to AMERCO’s Current Report on Form 8-K filed August 23, 2006, file no. 1-11255
10.95
Stockholder Agreement dated March 9, 2007 between Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosmarie T. Donovan, as Trustee, and Adagio Trust Company, as Trustee
Incorporated by reference to Exhibit 99.2, filed with the Schedule 13-D, filed on March 9, 2007, file number 5-39669
10.96
Amended and Restated Credit Agreement, dated as of March 12, 2007, to the Credit Agreement, dated as of June 28, 2005, among U-Haul Leasing & Sales Co., U-Haul Company of Arizona and U-Haul International, Inc. and Merrill Lynch Commercial Finance Corporation.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2007, file no. 1-11255
10.97
Amended and Restated Security Agreement, dated as of March 12, 2007, to the Security Agreement, dated June 28, 2005, among U-Haul Leasing & Sales Co., U-Haul Company of Arizona and U-Haul International, Inc. in favor of Merrill Lynch Commercial Finance Corporation.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2007, file no. 1-11255
10.98
2007-1 BOX TRUCK BASE INDENTURE, dated as of June 1, 2007, among U-HAUL S FLEET, LLC, a special purpose limited liability company established under the laws of Nevada, 2007 TM-1, LLC, a special purpose limited liability company established under the laws of Nevada, 2007 DC-1, LLC, a special purpose limited liability company established under the laws of Nevada, and 2007 EL-1, LLC, a special purpose limited liability company established under the laws of Nevada, as co-issuers (each an “
Issuer
” and collectively, the “
Issuers
”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “
Trustee
”).
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2007, file no. 1-11255
10.99
SCHEDULE I TO 2007-1 BOX TRUCK BASE INDENTURE, dated as of June 1, 2007.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2007, file no. 1-11255
48
Exhibit Number
Description
Page or Method of Filing
10.100
SERIES 2007-1 SUPPLEMENT, dated as of June 1, 2007 (this “
Series Supplement
”), among U-HAUL S FLEET, LLC, a special purpose limited liability company established under the laws of Nevada, 2007 TM-1, LLC, a special purpose limited liability company established under the laws of Nevada, 2007 DC-1, LLC, a special purpose limited liability company established under the laws of Nevada, and 2007 EL-1, LLC, a special purpose limited liability company established under the laws of Nevada, as co-issuers (each an “
Issuer
” and collectively, the “
Issuers
”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the 2007-1 Base Indenture referred to below, the “
Trustee
”) and as securities intermediary, to the 2007-1 Box Truck Base Indenture, dated as of the date hereof, among the Issuers and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements creating a new Series of Notes, the “
2007-1 Base Indenture
”).
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2007, file no. 1-11255
10.101
CARGO VAN/PICK-UP TRUCK BASE INDENTURE, dated as of June 1, 2007, among U-HAUL S FLEET, LLC, a special purpose limited liability company established under the laws of Nevada, 2007 BE-1, LLC, a special purpose limited liability company established under the laws of Nevada, and 2007 BP-1, LLC, a special purpose limited liability company established under the laws of Nevada, as co-issuers (each an “
Issuer
” and collectively, the “
Issuers
”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “
Trustee
”).
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2007, file no. 1-11255
10.102
SCHEDULE I TO CARGO VAN/PICK-UP TRUCK BASE INDENTURE, dated as of June 1, 2007.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2007, file no. 1-11255
49
Exhibit Number
Description
Page or Method of Filing
10.103
SERIES 2007-1 SUPPLEMENT, dated as of June 1, 2007 (this “
Series Supplement
”), among U-HAUL S FLEET, LLC, a special purpose limited liability company established under the laws of Nevada, 2007 BE-1, LLC, a special purpose limited liability company established under the laws of Nevada, and 2007 BP-1, LLC, a special purpose limited liability company established under the laws of Nevada, as co-issuers (each an “
Issuer
” and collectively, the “
Issuers
”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “
Trustee
”) and securities intermediary, to the Cargo Van/Pick-Up Truck Base Indenture, dated as of the date hereof, among the Issuers and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements creating a new Series of Notes, the “
Base Indenture
”).
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2007, file no. 1-11255
10.104
Amended and restated Property Management Agreement among Six-A SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.105
Amended and restated Property Management Agreement among Six-B SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.106
Amended and restated Property Management Agreement among Six-C SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.107
Amended and restated Property Management Agreement among Eight SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.108
Amended and restated Property Management Agreement among Nine SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.109
Amended and restated Property Management Agreement among Ten SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.110
Amended and restated Property Management Agreement among Eleven SAC Self-Storage Corporation and Eleven SAC Self-Storage Odenton, Inc. and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
50
Exhibit Number
Description
Page or Method of Filing
10.111
Amended and restated Property Management Agreement among Twelve SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.112
Amended and restated Property Management Agreement among Thirteen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.113
Amended and restated Property Management Agreement among Fourteen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.114
Amended and restated Property Management Agreement among Fifteen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.115
Amended and restated Property Management Agreement among Sixteen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.116
Amended and restated Property Management Agreement among Seventeen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.117
Promissory Note. SAC Holding Corporation, a Nevada corporation ("Borrower"), pay to U-Haul International, Inc., a Nevada corporation
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255
10.118
Omnibus Termination and Release (Aged Truck Revolving Loan Facility), dated February 8, 2008 among U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. and Merrill Lynch Commercial Finance Corporation
Incorporated by reference to AMERCO’s Current Report on Form 8-K filed February 13, 2008, file no. 1-11255
14
Code of Ethics
Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 5, 2004, file no. 1-11255
21
Subsidiaries of AMERCO
Filed herewith
23.1
Consent of BDO Seidman, LLP
Filed herewith
23.2
Consent of Semple, Marchal and Cooper, LLP
Filed herewith
24
Power of Attorney
Refer to signature page
31.1
Rule 13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO
Filed herewith
31.2
Rule 13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Chief Accounting Officer of AMERCO
Filed herewith
32.1
Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
51
Exhibit Number
Description
Page or Method of Filing
32.2
Certificate of Jason A. Berg, Chief Accounting Officer of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
* Indicates compensatory plan arrangement.
52
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
AMERCO
Reno, Nevada
We have audited the accompanying consolidated balance sheets of AMERCO and consolidated subsidiaries (the “Company”) as of March 31, 2008 and 2007 and the related consolidated statements of operations, changes in stockholders’ equity, other comprehensive income (loss), and cash flows for each of the three years in the period ended March 31, 2008. In connection with our audits of the financial statements, we have also audited the financial statement schedules listed in the accompanying index. These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We did not audit the financial statements of SAC Holding II Corporation, which statements reflect total assets of $148.1 million as of March 31, 2007, and total revenues of $28.1 million for the seven month period ended October 31, 2007, and $46.6 million, and $46.2 for each of the two years in the period ended March 31, 2007, respectively. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such consolidated entity, is based solely on the reports of other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedules. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at March 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2008
,
in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, the financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
As discussed in the notes to the consolidated financial statements, the Company: (1) effective April 1, 2007 adopted the recognition and measurement provisions of FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109
, (2) effective March 31, 2007, began to recognize the funded status of its defined benefit plan in its consolidated balance sheets and changed the measurement date for defined benefit plan assets and liabilities to coincide with its year end to conform to Standard of Financial Accounting Standards No. 158,
Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)
, and (3) effective March 31, 2007, changed their method for quantifying errors based on SEC Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
.
As discussed in note 2 to the consolidated financial statements, the Company deconsolidated SAC Holding II Corporation in November 2007, which was accounted for as a distribution to the sole shareholder of SAC Holding II Corporation.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of March 31, 2008, based on criteria established in
Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated June 2, 2008 expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
Phoenix, Arizona
June 2, 2008
F-1
Independent Auditors’ Report
Board of Directors and Stockholder
SAC Holding II Corporation
(A Wholly-Owned Subsidiary of Blackwater Investments, Inc.)
We have audited the accompanying consolidated balance sheets of SAC Holding II Corporation (A Wholly-Owned Subsidiary of Blackwater Investments, Inc.) as of October 31, 2007 and March 31, 2007 and the related consolidated statements of operations, stockholder’s deficit, and cash flows for the seven months ended October 31, 2007 and the years ended March 31, 2007 and 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SAC Holding II Corporation (A Wholly-Owned Subsidiary of Blackwater Investments, Inc.) as of October 31, 2007 and March 31, 2007 and the results of its operations, stockholder’s deficit and its cash flows for the seven months ended October 31, 2007 and the years ended March 31, 2007 and 2006 in conformity with accounting principles generally accepted in the United States of America.
/s/ Semple, Marchal & Cooper, LLP
Phoenix, Arizona
May 29, 2008
F-2
AMERCO AND CONSOLIDATED ENTITIES
CONSOLIDATED BALANCE SHEETS
March 31,
2008
2007
(In thousands)
ASSETS
Cash and cash equivalents
$
206,622
$
75,272
Reinsurance recoverables and trade receivables, net
201,116
184,617
Notes and mortgage receivables, net
2,088
1,669
Inventories, net
65,349
67,023
Prepaid expenses
56,159
52,080
Investments, fixed maturities and marketable equities
633,784
681,801
Investments, other
185,591
178,699
Deferred policy acquisition costs, net
35,578
44,514
Other assets
131,138
95,123
Related party assets
303,886
245,179
1,821,311
1,625,977
Property, plant and equipment, at cost:
Land
208,164
202,917
Buildings and improvements
859,882
802,289
Furniture and equipment
309,960
301,751
Rental trailers and other rental equipment
205,572
200,208
Rental trucks
1,734,425
1,604,123
SAC Holding II - property, plant and equipment
-
80,349
3,318,003
3,191,637
Less: Accumulated depreciation
(1,306,827
)
(1,294,566
)
Total property, plant and equipment
2,011,176
1,897,071
Total assets
$
3,832,487
$
3,523,048
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses
$
292,526
$
251,197
AMERCO's notes and loans payable
1,504,677
1,181,165
SAC Holding II notes and loans payable, non-recourse to AMERCO
-
74,887
Policy benefits and losses, claims and loss expenses payable
789,374
768,751
Liabilities from investment contracts
339,198
386,640
Other policyholders' funds and liabilities
10,467
10,563
Deferred income
11,781
16,478
Deferred income taxes
126,033
113,170
Related party liabilities
-
2,099
Total liabilities
3,074,056
2,804,950
Commitments and contingencies (notes 9, 15,16, 17 and 19)
Stockholders' equity:
Series preferred stock, with or without par value, 50,000,000 shares authorized:
Series A preferred stock, with no par value, 6,100,000 shares authorized;
6,100,000 shares issued and outstanding as of March 31, 2008 and 2007
-
-
Series B preferred stock, with no par value, 100,000 shares authorized; none
issued and outstanding as of March 31, 2008 and 2007
-
-
Series common stock, with or without par value, 150,000,000 shares authorized:
Series A common stock of $0.25 par value, 10,000,000 shares authorized;
none issued as of March 31, 2008 and March 31, 2007
-
-
Common stock of $0.25 par value, 150,000,000 shares authorized; 41,985,700
issued as of March 31, 2008 and March 31, 2007
10,497
10,497
Additional paid-in capital
419,370
375,412
Accumulated other comprehensive loss
(55,279
)
(41,779
)
Retained earnings
915,415
849,300
Cost of common shares in treasury, net (22,354,386 and 21,440,387 shares as of
March 31, 2008 and 2007)
(524,677
)
(467,198
)
Unearned employee stock ownership plan shares
(6,895
)
(8,134
)
Total stockholders' equity
758,431
718,098
Total liabilities and stockholders' equity
$
3,832,487
$
3,523,048
The accompanying notes are an integral part of these consolidated financial statements.
F-3
AMERCO AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended March 31,
2008
2007
2006
(In thousands, except share and per share data)
Revenues:
Self-moving equipment rentals
$
1,451,292
$
1,462,470
$
1,489,429
Self-storage revenues
122,248
126,424
119,742
Self-moving and self-storage products and service sales
217,798
224,722
223,721
Property management fees
22,820
21,154
21,195
Life insurance premiums
111,996
120,399
118,833
Property and casualty insurance premiums
28,388
24,335
26,001
Net investment and interest income
62,110
59,696
48,279
Other revenue
32,522
30,098
40,325
Total revenues
2,049,174
2,069,298
2,087,525
Costs and expenses:
Operating expenses
1,077,108
1,080,412
1,082,158
Commission expenses
167,945
162,899
165,961
Cost of sales
120,210
117,648
113,135
Benefits and losses
111,195
118,725
117,160
Amortization of deferred policy acquisition costs
13,181
17,138
24,261
Lease expense
133,931
147,659
136,652
Depreciation, net of (gains) losses on disposals
221,882
189,589
142,817
Total costs and expenses
1,845,452
1,834,070
1,782,144
Earnings from operations
203,722
235,228
305,381
Interest expense
(101,420
)
(82,436
)
(69,481
)
Fees and amortization on early extinguishment of debt
-
(6,969
)
(35,627
)
Pretax earnings
102,302
145,823
200,273
Income tax expense
(34,518
)
(55,270
)
(79,119
)
Net earnings
67,784
90,553
121,154
Less: Preferred stock dividends
(12,963
)
(12,963
)
(12,963
)
Earnings available to common shareholders
$
54,821
$
77,590
$
108,191
Basic and diluted earnings per common share
$
2.78
$
3.72
$
5.19
Weighted average common shares outstanding: Basic and diluted
19,740,571
20,838,570
20,857,108
Related party revenues for fiscal 2008, 2007 and 2006, net of eliminations, were $42.5 million, $33.5 million and $32.6 million, respectively.
Related party costs and expenses for fiscal 2008, 2007 and 2006, net of eliminations, were $31.8 million, $28.0 million and $29.2 million, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
F-4
AMERCO AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Description
Series A Common Stock, $0.25 Par Value
Common Stock, $0.25 Par Value
Additional Paid-In Capital
Accumulated Other Comprehensive
Income (Loss)
Retained Earnings
Less: Treasury Stock
Less: Unearned Employee Stock Ownership Plan Shares
Total Stockholders' Equity
(In thousands)
Balance as of March 31, 2005
$
929
$
9,568
$
350,344
$
(24,612
)
$
665,593
$
(418,092
)
$
(10,891
)
$
572,839
Increase in market value of released ESOP shares and release of unearned ESOP shares
-
-
2,955
-
-
-
1,553
4,508
Foreign currency translation, net of tax
-
-
-
(903
)
-
-
-
(903
)
Unrealized loss on investments, net of tax
-
-
-
(7,968
)
-
-
-
(7,968
)
Fair market value of cash flow hedges, net of tax
-
-
-
4,581
-
-
-
4,581
Net earnings
-
-
-
-
121,154
-
-
121,154
Preferred stock dividends: Series A ($2.13 per share for fiscal 2006)
-
-
-
-
(12,963
)
-
-
(12,963
)
Contribution from related party
-
-
14,356
-
-
-
-
14,356
Net activity
-
-
17,311
(4,290
)
108,191
-
1,553
122,765
Balance as of March 31, 2006
$
929
$
9,568
$
367,655
$
(28,902
)
$
773,784
$
(418,092
)
$
(9,338
)
$
695,604
Adjustment to initially apply SAB 108, net of tax
-
-
-
-
(1,926
)
-
-
(1,926
)
Adjustment to initially apply FASB Statement No. 158, net of tax
-
-
-
(153
)
(148
)
-
-
(301
)
Increase in market value of released ESOP shares and release of unearned ESOP shares
-
-
3,265
-
-
-
1,204
4,469
Foreign currency translation, net of tax
-
-
-
(1,919
)
-
-
-
(1,919
)
Unrealized loss on investments, net of tax
-
-
-
(1,072
)
-
-
-
(1,072
)
Fair market value of cash flow hedges, net of tax
-
-
-
(9,733
)
-
-
-
(9,733
)
Net earnings
-
-
-
-
90,553
-
-
90,553
Preferred stock dividends: Series A ($2.13 per share for fiscal 2007)
-
-
-
-
(12,963
)
-
-
(12,963
)
Exchange of shares
(929
)
929
-
-
-
-
-
-
Treasury stock
-
-
-
-
-
(49,106
)
-
(49,106
)
Contribution from related party
-
-
4,492
-
-
-
-
4,492
Net activity
(929
)
929
7,757
(12,877
)
75,516
(49,106
)
1,204
22,494
Balance as of March 31, 2007
$
-
$
10,497
$
375,412
$
(41,779
)
$
849,300
$
(467,198
)
$
(8,134
)
$
718,098
Adjustment to initially apply FIN 48
-
-
-
-
6,826
-
-
6,826
Increase in market value of released ESOP shares and release of unearned ESOP shares
-
-
2,379
-
-
-
1,239
3,618
Foreign currency translation, net of tax
-
-
-
8,583
-
-
-
8,583
Unrealized gain on investments, net of tax
-
-
-
1,946
-
-
-
1,946
Fair market value of cash flow hedges, net of tax
-
-
-
(25,473
)
-
-
-
(25,473
)
Adjustment to post retirement benefit obligation
-
-
-
1,444
-
-
-
1,444
Net earnings
-
-
-
-
67,784
-
-
67,784
Preferred stock dividends: Series A ($2.13 per share for fiscal 2008)
-
-
-
-
(12,963
)
-
-
(12,963
)
Treasury stock
-
-
-
-
-
(57,479
)
-
(57,479
)
Contribution from related party
-
-
46,071
-
-
-
-
46,071
SAC Holding II Corporation distribution
-
-
(4,492
)
-
4,468
-
-
(24
)
Net activity
-
-
43,958
(13,500
)
66,115
(57,479
)
1,239
40,333
Balance as of March 31, 2008
$
-
$
10,497
$
419,370
$
(55,279
)
$
915,415
$
(524,677
)
$
(6,895
)
$
758,431
The accompanying notes are an integral part of these consolidated financial statements.
F-5
AMERCO AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Years Ended March 31,
2008
2007
2006
(In thousands)
Comprehensive income (loss):
Net earnings
$
67,784
$
90,553
$
121,154
Other comprehensive income (loss), net of tax:
Foreign currency translation
8,583
(1,919
)
(903
)
Unrealized gain (loss) on investments, net
1,946
(1,072
)
(7,986
)
Fair market value of cash flow hedges
(25,473
)
(9,733
)
4,581
Postretirement benefit obligation gain (loss)
1,444
(153
)
-
Total comprehensive income
$
54,284
$
77,676
$
116,846
The accompanying notes are an integral part of these consolidated financial statements.
F-6
AMERCO AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended March 31,
2008
2007
2006
(In thousands)
Cash flows from operating activities:
Net earnings
$
67,784
$
90,553
$
121,154
Adjustments to reconcile net earnings to cash provided by operations:
Depreciation
227,798
186,106
133,572
Amortization of deferred policy acquisition costs
13,181
17,138
24,261
Change in allowance for losses on trade receivables
76
49
(183
)
Change in allowance for losses on mortgage notes
(39
)
(40
)
(2,230
)
Provision for inventory reserves
2,746
2,679
2,458
Net (gain) loss on sale of real and personal property
(5,916
)
3,483
9,245
Net loss on sale of investments
292
622
2,408
Write-off of unamortized debt issuance costs
-
6,969
13,629
Deferred income taxes
(10,031
)
6,972
28,429
Net change in other operating assets and liabilities:
Reinsurance recoverables and trade receivables
(16,576
)
48,907
10,661
Inventories
(2,445
)
(4,761
)
(3,596
)
Prepaid expenses
(4,338
)
(8,205
)
(28,809
)
Capitalization of deferred policy acquisition costs
(7,479
)
(8,168
)
(12,110
)
Other assets
3,293
2,929
(1,457
)
Related party assets
33,032
8,616
(8,090
)
Accounts payable and accrued expenses
22,904
22,658
36,596
Policy benefits and losses, claims and loss expenses payable
20,664
(40,169
)
(4,918
)
Other policyholders' funds and liabilities
(96
)
2,709
(3,908
)
Deferred income
(3,996
)
1,266
(2,588
)
Related party liabilities
(11,567
)
10,408
(44,016
)
Net cash provided by operating activities
329,287
350,721
270,508
Cash flow from investment activities:
Purchase of:
Property, plant and equipment
(570,210
)
(648,344
)
(344,382
)
Short term investments
(245,345
)
(249,392
)
(534,106
)
Fixed maturity investments
(83,651
)
(109,672
)
(260,138
)
Equity securities
(31
)
-
-
Preferred stock
(770
)
-
-
Real estate
(3,098
)
-
-
Mortgage loans
(14,057
)
(10,725
)
(8,868
)
Proceeds from sales of:
Property, plant and equipment
166,386
89,672
59,960
Short term investments
246,175
276,690
600,850
Fixed maturity investments
131,793
116,858
159,616
Equity securities
46
-
6,769
Cash received in excess of purchase of company acquired
-
1,235
-
Preferred stock
5,625
1,225
11,650
Real estate
912
6,870
36,388
Mortgage loans
8,146
7,062
11,762
Payments from notes and mortgage receivables
117
902
1,663
Net cash used by investing activities
(357,962
)
(517,619
)
(258,836
)
Cash flow from financing activities:
Borrowings from credit facilities
616,710
410,189
1,277,047
Principal repayments on credit facilties
(295,387
)
(196,072
)
(1,093,342
)
Debt issuance costs
(11,976
)
(3,058
)
(29,588
)
Leveraged Employee Stock Ownership Plan - Repayment from loan
1,239
1,204
1,553
Treasury stock repurchases
(57,478
)
(49,106
)
-
Securitization deposits
(32,775
)
-
-
Preferred stock dividends paid
(12,963
)
(12,963
)
(12,963
)
Investment contract deposits
18,077
16,695
20,322
Investment contract withdrawals
(65,518
)
(79,204
)
(75,011
)
Net cash provided by financing activities
159,929
87,685
88,018
Effects of exchange rate on cash
96
(974
)
(186
)
Increase (decrease) in cash and cash equivalents
131,350
(80,187
)
99,504
Cash and cash equivalents at the beginning of period
75,272
155,459
55,955
Cash and cash equivalents at the end of period
206,622
$
75,272
$
155,459
The accompanying notes are an integral part of these consolidated financial statements.
F-7
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Basis of Presentation
AMERCO has a fiscal year that ends on the 31
st
of March for each year that is referenced. Our insurance company subsidiaries have fiscal years that end on the 31
st
of December for each year that is referenced. They have been consolidated on that basis. Our insurance companies’ financial reporting processes conform to calendar year reporting as required by state insurance departments. Management believes that consolidating their calendar year into our fiscal year financial statements does not materially affect the financial position or results of operations. The Company discloses any material events occurring during the intervening period. Consequently, all references to our insurance subsidiaries’ years 2007, 2006 and 2005 correspond to fiscal 2008, 2007 and 2006 for AMERCO.
Accounts denominated in non-U.S. currencies have been translated into U.S. dollars. Certain amounts reported in previous years have been reclassified to conform to the current presentation.
Note 2: Principles of Consolidation
The consolidated balance sheet as of March 31, 2008 includes the accounts of AMERCO and its wholly-owned subsidiaries. The consolidated balance sheet as of March 31, 2007 includes the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holding II and its subsidiaries (“SAC Holding II”). The March 31, 2008 statements of operations and cash flows include AMERCO and its wholly-owned subsidiaries for the entire year, and reflect SAC Holding II and its subsidiaries for the seven months ended October 31, 2007. The March 31, 2007 and 2006 statements of operations and cash flows include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holding II and its subsidiaries.
In fiscal 2003 and fiscal 2002, SAC Holding Corporation and its subsidiaries, and SAC Holding II Corporation and its subsidiaries, collectively referred to as “SAC Holdings” were considered special purpose entities and were consolidated based on the provisions of Emerging Issues Task Force (“EITF”) Issue No. 90-15. In fiscal 2004, the Company applied Financial Accounting Standards Board Interpretation No. 46(R) (“FIN 46(R)”) to its interests in SAC Holdings. Initially, the Company concluded that SAC Holdings were variable interest entities (“VIE”) and that the Company was the primary beneficiary. Accordingly, the Company continued to include SAC Holdings in its Consolidated Financial Statements.
In February and March 2004 SAC Holding Corporation triggered a requirement to reassess AMERCO’s involvement in it, which led to the conclusion SAC Holding Corporation was not a VIE and AMERCO ceased to be the primary beneficiary.
In November 2007, Blackwater Investments Inc. (“Blackwater”), wholly-owned by Mark V. Shoen, a significant shareholder and executive officer of AMERCO contributed additional capital to its wholly-owned subsidiary, SAC Holding II. This contribution was determined by us to be material with respect to the capitalization of SAC Holding II; thereby, triggering a requirement under FIN 46(R) for us to reassess the Company’s involvement with those subsidiaries. This required reassessment led to the conclusion that SAC Holding II attained the ability to fund its own operations and execute its business plan without any future subordinated financial support; therefore, the Company was no longer considered to be the primary beneficiary of SAC Holding II as of the date of Blackwater’s contribution.
Accordingly, at the dates AMERCO ceased to have a variable interest and ceased to be the primary beneficiary of SAC Holding II and its current subsidiaries, it deconsolidated these entities. The deconsolidation was accounted for as a distribution of SAC Holding II’s interests to the sole shareholder of the SAC entities. Because of AMERCO’s continuing involvement with SAC Holding II and its subsidiaries, the distribution does not qualify as discontinued operations as defined by SFAS 144.
It is possible that SAC Holdings could take future actions that would require us to re-determine whether SAC Holdings has become a VIE or whether we have become the primary beneficiary of SAC Holdings. Should this occur, we could be required to consolidate some or all of SAC Holdings with our financial statements.
F-8
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Intercompany accounts and transactions have been eliminated.
Description of Legal Entities
AMERCO, a Nevada corporation (“AMERCO”), is the holding company for:
U-Haul International, Inc. (“U-Haul”),
Amerco Real Estate Company (“Real Estate”),
Republic Western Insurance Company (“RepWest”),
Oxford Life Insurance Company (“Oxford”).
Unless the context otherwise requires, the term “Company,” “we,” “us” or “our” refers to AMERCO and all of its legal subsidiaries.
Description of Operating Segments
AMERCO has four reportable segments. They are Moving and Storage, Property and Casualty Insurance, Life Insurance and SAC Holding II (through October 2007).
Moving and Storage operations include AMERCO, U-Haul, and Real Estate and the wholly-owned subsidiaries of U-Haul and Real Estate and consist of the rental of trucks and trailers, sales of moving supplies, sales of towing accessories, sales of propane, the rental of self-storage spaces to the “do-it-yourself” mover and management of self-storage properties owned by others. Operations are conducted under the registered trade name U-Haul
®
throughout the United States and Canada.
Property and Casualty Insurance includes RepWest and its wholly-owned subsidiaries. RepWest provides loss adjusting and claims handling for U-Haul through regional offices across North America. RepWest also underwrites components of the Safemove, Safetow and Safestor protection packages to U-Haul customers.
Life Insurance includes Oxford and its wholly-owned subsidiaries. Oxford provides life and health insurance products primarily to the senior market through the direct writing or reinsuring of life insurance, Medicare supplement and annuity policies. Additionally, Oxford administers the self-insured employee health and dental plans for Arizona employees of the Company.
SAC Holding Corporation and its subsidiaries, and SAC Holding II Corporation and its subsidiaries, collectively referred to as “SAC Holdings”, own self-storage properties that are managed by U-Haul under property management agreements and act as independent U-Haul rental equipment dealers. AMERCO, through its subsidiaries, has contractual interests in certain of SAC Holdings’ properties entitling AMERCO to potential future income based on the financial performance of these properties. With respect to SAC Holding II, AMERCO was considered the primary beneficiary of these contractual interests prior to November 2007. Consequently, for those reporting periods prior to November 2007, we included the results of SAC Holding II in the consolidated financial statements of AMERCO, as required by FIN 46(R).
Note 3: Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with the generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting policies that we deem most critical to us and that require management’s most difficult and subjective judgments include the principles of consolidation, the recoverability of property, plant and equipment, the adequacy of insurance reserves, the recognition and measurement of impairments for investments accounted for under SFAS 115, and the recognition and measurement of income tax assets and liabilities. The actual results experienced by the Company may differ from management’s estimates.
F-9
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cash and Cash Equivalents
The Company considers cash equivalents to be highly liquid debt securities with insignificant interest rate risk with original maturities from the date of purchase of three months or less.
Financial Instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each United States financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $100,000. Accounts at each Canadian financial institution are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to $100,000 CAD per account. At March 31, 2008 and March 31, 2007, the Company had approximately $190.6 million and $58.5 million, respectively, in excess of FDIC and CDIC insured limits. To mitigate this risk, the Company selects financial institutions based on their credit ratings and financial strength.
Investments
Fixed Maturities.
Fixed maturity investments consist of either marketable debt or redeemable preferred stocks. As of the balance sheet dates, all of the Company’s investments in fixed maturities are classified as available-for-sale. Available-for-sale investments are reported at fair value, with unrealized gains or losses recorded net of taxes and applicable adjustments to deferred policy acquisition costs in stockholders’ equity. Fair value for these investments is based on quoted market prices, dealer quotes or discounted cash flows. The cost of investments sold is based on the specific identification method.
In determining if and when a decline in market value below carrying value is an other-than-temporary impairment, management makes certain assumptions or judgments in its assessment including but not limited to: ability to hold the security, quoted market prices, dealer quotes, discounted cash flows, industry factors, financial factors, and issuer specific information. Other-than-temporary impairments, to the extent of the decline, as well as realized gains or losses on the sale or exchange of investments are recognized in the current period operating results.
Mortgage Loans and Notes on Real Estate.
Mortgage loans and notes on real estate are reported at their unpaid balance, net of any allowance for possible losses and any unamortized premium or discount.
Recognition of Investment Income.
Interest income from bonds and mortgage notes is recognized when 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.
Fair Values
Fair values of cash equivalents approximate carrying value due to the short period of time to maturity. Fair values of short-term investments, investments available-for-sale, long-term investments, mortgage loans and notes on real estate, and interest rate cap and swap contracts are based on quoted market prices, dealer quotes or discounted cash flows. Fair values of trade receivables approximate their recorded value.
Limited credit risk exists on trade receivables due to the diversity of our customer base and their dispersion across broad geographic markets. The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of temporary cash investments, trade receivables, reinsurance recoverables and notes receivable. The Company places its temporary cash investments with financial institutions and limits the amount of credit exposure to any one financial institution.
The Company has mortgage receivables, which potentially expose the Company to credit risk. The portfolio of notes is principally collateralized by mini-warehouse storage facilities and 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 and using interest rates currently offered for similar loans to borrowers with similar credit ratings.
The carrying amount of long-term debt and short-term borrowings are estimated to approximate fair value as the actual interest rate is consistent with the rate estimated to be currently available for debt of similar term and remaining maturity.
Other investments including short-term investments are substantially current or bear reasonable interest rates. As a result, the carrying values of these financial instruments approximate fair value.
F-10
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Derivative Financial Instruments
The Company’s objective for holding derivative financial instruments is to manage interest rate risk exposure primarily through entering interest rate swap agreements. An interest rate swap is a contractual exchange of interest payments between two parties. A standard interest rate swap involves the payment of a fixed rate times a notional amount by one party in exchange for a floating rate times the same notional amount from another party. As interest rates change, the difference to be paid or received is accrued and recognized as interest expense or income over the life of the agreement. The Company does not enter into these instruments for trading purposes. Counterparties to the Company’s interest rate swap agreements are major financial institutions. In accordance with SFAS 133,
Accounting for Derivative Instruments and Hedging Activities (As Amended)
, the Company recognizes interest rate swap agreements on the balance sheet at fair value, which are classified as prepaid expenses or accrued expenses. Derivatives that are not designated as cash flow hedges for accounting purposes must be adjusted to fair value through income. If the derivative qualifies and is designated as a cash flow hedge, changes in its fair value will either be offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings.
Inventories, net
Inventories, net were as follows:
March 31,
2008
2007
(In thousands)
Truck and trailer parts and accessories (a)
$
56,959
$
56,113
Hitches and towing components (b)
13,538
14,169
Moving supplies and propane (b)
7,470
6,613
Subtotal
77,967
76,895
Less: LIFO reserves
(11,076
)
(8,372
)
Less: excess and obsolete reserves
(1,542
)
(1,500
)
Total
$
65,349
$
67,023
(a) Primarily held for internal usage, including equipment manufacturing and repair
(b) Primarily held for retail sales
Inventories consist primarily of truck and trailer parts and accessories used to manufacture and repair rental equipment as well as products and accessories available for retail sale. Inventory is held at Company-owned locations; our independent dealers do not hold any of the Company’s inventory.
Inventory cost is primarily determined using the last-in, first-out method (“LIFO”). Inventories valued using LIFO consisted of approximately 95% and 96% of the total inventories for March 31, 2008 and 2007, respectively. Had the Company utilized the first-in, first-out method (“FIFO”), stated inventory balances would have been $11.1 million and $8.4 million higher at March 31, 2008 and 2007, respectively. In fiscal 2008, the effect on income due to liquidation of a portion of the LIFO inventory was $1.1 million.
F-11
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Interest expense incurred during the initial construction of buildings and rental equipment is considered part of cost. Depreciation is computed for financial reporting purposes using the straight-line or an accelerated method based on a declining balances formula over the following estimated useful lives: rental equipment 2-20 years and buildings and non-rental equipment 3-55 years. The Company follows the deferral method of accounting based in the AICPA’s Airline Audit Guide for major overhauls in which engine overhauls are capitalized and amortized over five years and transmission overhauls are capitalized and amortized over three years. Routine maintenance costs are charged to operating expense as they are incurred. Gains and losses on dispositions of property, plant and equipment are netted against depreciation expense when realized. The amount of (gains) or losses netted against depreciation expense were ($5.9) million, $3.5 million and $9.2 million during fiscal 2008, 2007 and 2006, respectively. Equipment depreciation is recognized in amounts expected to result in the recovery of estimated residual values upon disposal, i.e., minimize gains or losses.
We regularly perform reviews to determine whether facts and circumstances exist which indicate that the carrying amount of assets, including estimates of residual value, may not be recoverable or that the useful life of assets is shorter or longer than originally estimated. Reductions in residual values (i.e., the price at which we ultimately expect to dispose of revenue earning equipment) or useful lives will result in an increase in depreciation expense over the life of the equipment. Reviews are performed based on vehicle class, generally subcategories of trucks and trailers. We assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining lives against their respective carrying amounts. We consider factors such as current and expected future market price trends on used vehicles and the expected life of vehicles included in the fleet. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. If asset residual values are determined to be recoverable, but the useful lives are shorter or longer than originally estimated, the net book value of the assets is depreciated over the newly determined remaining useful lives.
Since fiscal 2006, the Company has been acquiring a significant number of moving trucks via purchase rather than lease. Management performed an analysis of the expected economic value of new rental trucks and determined that additions to the fleet resulting from purchase should be depreciated on an accelerated method based upon a declining formula. The salvage value and useful life assumptions of the rental truck fleet remain unchanged. Under the declining balances method (2.4 times declining balance) the book value of a rental truck is reduced 16%, 13%, 11%, 9%, 8%, 7%, and 6% during years one through seven, respectively and then reduced on a straight line basis an additional 10% by the end of year fifteen. Whereas, a standard straight line approach would reduce the book value by approximately 5.3% per year over the life of the truck. For the affected equipment, the accelerated depreciation was $56.7 million, $33.2 million and $4.0 million greater than what it would have been if calculated under a straight line approach for fiscal 2008, 2007 and 2006, respectively.
We typically sell our used vehicles at our sales centers throughout North America, on our web site at trucksales.uhaul.com or by phone at 1-866-404-0355. Although we intend to sell our used vehicles for prices approximating book value, the extent to which we realize a gain or loss on the sale of used vehicles is dependent upon various factors including the general state of the used vehicle market, the age and condition of the vehicle at the time of its disposal and depreciation rates with respect to the vehicle
.
The carrying value of surplus real estate, which is lower than market value at the balance sheet date, was $10.3 million and $10.8 million for fiscal 2008 and 2007, respectively, and is included in Investments, other.
Receivables
Accounts receivable include trade accounts from moving and self-storage customers and dealers, insurance premiums and amounts due from ceding re-insurers, less management’s estimate of uncollectible accounts.
Insurance premiums receivable for policies that are billed through contracted agents are recorded net of commission’s payable. A commission payable is recorded as a separate liability for those premiums that are billed direct.
F-12
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Reinsurance recoverables include case reserves and actuarial estimates of claims incurred but not reported (“IBNR”). These receivables are not expected to be collected until after the associated claim has been adjudicated and billed to the re-insurer. The reinsurance recoverables may have little or no allowance for doubtful accounts due to the fact that reinsurance is typically procured from carriers with strong credit ratings. Furthermore, the Company does not cede losses to a re-insurer if the carrier is deemed financially unable to perform on the contract. Also, reinsurance recoverables includes insurance ceded to other insurance companies.
Notes and mortgage receivables include accrued interest and are reduced by discounts and amounts considered by management to be uncollectible.
Policy Benefits and Losses, Claims and Loss Expenses Payable
Oxford’s liabilities for life insurance and certain annuity and health policies are established to meet the estimated future obligations of policies in force, and are based on mortality, morbidity and withdrawal assumptions from recognized actuarial tables which contain margins for adverse deviation. Liabilities for health, disability and other policies include estimates of payments to be made on insurance claims for reported losses and estimates of losses incurred, but not yet reported. Oxford’s liabilities for deferred annuity contracts consist of contract account balances that accrue to the benefit of the policyholders.
RepWest’s liability for reported and unreported losses is based on RepWest’s historical data along with industry averages. The liability for unpaid loss adjustment expenses is based on historical ratios of loss adjustment expenses paid to losses paid. Amounts recoverable from re-insurers on unpaid losses are estimated in a manner consistent with the claim liability associated with the re-insured policy. Adjustments to the liability for unpaid losses and loss expenses as well as amounts recoverable from re-insurers on unpaid losses are charged or credited to expense in the periods in which they are made.
Self-Insurance Reserves
U-Haul retains the risk for certain public liability and property damage programs related to the rental equipment. The consolidated balance sheets include $360.3 million and $330.6 million of liabilities related to these programs as of March 31, 2008 and 2007, respectively. Such liabilities are recorded within policy benefits and losses payable. Management takes into account losses incurred based upon actuarial estimates, past experience, current claim trends, as well as social and economic conditions. This liability is subject to change in the future based upon changes in the underlying assumptions including claims experience, frequency of incidents, and severity of incidents.
Additionally, as of March 31, 2008 and 2007, the consolidated balance sheets include liabilities of $5.1 million and $3.9 million, respectively, related to Company provided medical plan benefits for eligible employees. The Company estimates this liability based on actual claims outstanding as of the balance sheet date as well as an actuarial estimate of claims incurred but not reported. This liability is reported net of estimated recoveries from excess loss reinsurance policies with unaffiliated insurers of $0.2 million and $0.8 million in fiscal 2008 and 2007, respectively. These amounts are recorded in accounts payable on the consolidated balance sheets.
Revenue Recognition
Self-moving rentals are recognized for the period that trucks and moving equipment are rented. Self-storage revenues, based upon the number of paid storage contract days, are recognized as earned during the period. Sales of self-moving and self-storage related products are recognized at the time that title passes and the customer accepts delivery. Insurance premiums are recognized over the policy periods. Interest and investment income are recognized as earned.
Amounts collected from customers for sales tax are recorded on a net basis.
Advertising
All advertising costs are expensed as incurred. Advertising expense was $31.3 million, $31.5 million and $31.3 million in fiscal 2008, 2007 and 2006, respectively.
F-13
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Deferred Policy Acquisition Costs
Commissions and other costs that fluctuate with, and are primarily related to the acquisition or renewal of certain insurance premiums, are deferred. For 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 periods, which generally do not exceed one year.
Environmental Costs
Liabilities are recorded when environmental assessments and remedial efforts, if applicable, are probable and the costs can be reasonably estimated. The amount of the liability is based on management’s best estimate of undiscounted future costs. Certain recoverable environmental costs related to the removal of underground storage tanks or related contamination are capitalized and amortized over the estimated useful lives of the properties. These costs improve the safety or efficiency of the property or are incurred in preparing the property for sale.
Income Taxes
AMERCO files a consolidated tax return with all of its legal subsidiaries, except for Dallas General Life Insurance Company (“DGLIC”), a subsidiary of Oxford, which will file on a stand alone basis until 2012. SAC Holding Corporation and its legal subsidiaries and SAC Holding II Corporation and its legal subsidiaries file consolidated tax returns, which are in no way associated with AMERCO’s consolidated returns. In accordance with SFAS 109, the provision for income taxes reflects deferred income taxes resulting from changes in temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Effective April 1, 2007, the Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”)
Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of net earnings, foreign currency translation adjustments, unrealized gains and losses on investments, the change in fair value of cash flow hedges and the change in postretirement benefit obligation.
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS 157,
Fair Value Measurements
which establishes how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under GAAP. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. The provisions of SFAS 157 which have not been deferred by the FASB are effective for us in April 2008. The Company does not believe that the adoption of this statement will have a material impact on our financial statements.
In February 2007, the FASB issued SFAS 159,
The Fair Value Option for Financial Assets and Liabilities,
including an amendment of SFAS 115. This statement allows for a company to irrevocably elect fair value as the measurement attribute for certain financial assets and financial liabilities. Changes in the fair value of such assets are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The provisions of SFAS 159 are effective for us in April 2008. The Company does not believe that the adoption of this statement will have a material impact on our financial statements.
In December 2007, the FASB issued SFAS 141(R),
Business Combinations
. SFAS 141(R) provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a business combination. SFAS 141(R) also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141(R) is effective for business combinations occurring in fiscal years beginning after December 15, 2008, which will require us to adopt these provisions for business combinations occurring in fiscal 2010 and thereafter. Early adoption of SFAS 141(R) is not permitted.
F-14
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In December 2007, the FASB issued SFAS 160,
Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51
. This Statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement changes the way the consolidated income statement is presented by requiring net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and to disclose those amounts on the face of the income statement. SFAS 160 is effective for fiscal years beginning after December 15, 2008. Early adoption of SFAS 160 is not permitted. The Company does not believe that the adoption of this statement will have a material impact on our financial statements.
In March 2008, the FASB issued
SFAS 161,
Disclosures about Derivative Instruments and Hedging Activities
which amends
SFAS No. 133 to require expanded disclosures about derivative instruments and hedging activities regarding (1) the ways in which an entity uses derivatives, (2) the accounting for derivatives and hedging activities, and (3) the impact that derivatives have (or could have) on an entity's financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements of fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. While disclosures for earlier comparative periods presented at initial adoption are not required, they are encouraged; following initial adoption, comparative disclosures are required
only
for periods after such adoption. The Company is currently evaluating the impact that SFAS 161 will have on our financial statements and disclosures.
Note 4: Earnings Per Share
Net earnings for purposes of computing earnings per common share are net earnings less preferred stock dividends. Preferred stock dividends include accrued dividends of AMERCO.
The weighted average common shares outstanding exclude post-1992 shares of the employee stock ownership plan that have not been committed to be released. The unreleased shares net of shares committed to be released were 294,369, 344,288, and 393,174 as of March 31, 2008, 2007, and 2006, respectively.
6,100,000 shares of preferred stock have been excluded from the weighted average shares outstanding calculation because they are not common stock and they are not convertible into common stock.
Note 5: Reinsurance Recoverables and Trade Receivables, Net
Reinsurance recoverables and trade receivables, net were as follows:
March 31,
2008
2007
(In thousands)
Reinsurance recoverable
$
164,695
$
145,643
Paid losses recoverable
4,177
8,394
Trade accounts receivable
21,324
19,123
Accrued investment income
6,158
6,810
Premiums and agents' balances
2,098
1,623
Independent dealer receivable
720
659
Other receivable
3,432
3,777
202,604
186,029
Less: Allowance for doubtful accounts
(1,488
)
(1,412
)
$
201,116
$
184,617
F-15
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 6: Notes and Mortgage Receivables, Net
Notes and mortgage receivables, net were as follows:
March 31,
2008
2007
(In thousands)
Notes, mortgage receivables and other, net of discount
$
2,403
$
2,023
Less: Allowance for doubtful accounts
(315
)
(354
)
$
2,088
$
1,669
Note 7: Investments
Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
The Company deposits bonds with insurance regulatory authorities to meet statutory requirements. The adjusted cost of bonds on deposit with insurance regulatory authorities was $14.9 million at December 31, 2007 and $19.7 million at December 31, 2006.
Available-for-Sale Investments
Available-for-sale investments at December 31, 2007 were as follows:
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses More than 12 Months
Gross
Unrealized
Losses Less than 12 Months
Estimated
Market
Value
(In thousands)
U.S. treasury securities and government obligations
$
143,969
$
2,571
$
(5
)
$
-
$
146,535
U.S. government agency mortgage-backed securities
125,569
1,331
(398
)
(282
)
126,220
Obligations of states and political subdivisions
5,281
20
(5
)
(2
)
5,294
Corporate securities
324,890
6,516
(1,889
)
(721
)
328,796
Mortgage-backed securities
15,618
93
(199
)
-
15,512
Redeemable preferred stocks
12,509
34
-
(1,169
)
11,374
Common stocks
106
-
(43
)
(10
)
53
$
627,942
$
10,565
$
(2,539
)
$
(2,184
)
$
633,784
F-16
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Available-for-sale investments at December 31, 2006 were as follows:
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses More than 12 Months
Gross
Unrealized
Losses Less than 12 Months
Estimated
Market
Value
(In thousands)
U.S. treasury securities and government obligations
$
159,490
$
975
$
(2,353
)
$
(81
)
$
158,031
U.S. government agency mortgage-backed securities
101,354
442
(578
)
(207
)
101,011
Obligations of states and political subdivisions
2,027
11
(33
)
-
2,005
Corporate securities
385,723
5,588
(3,464
)
(732
)
387,115
Mortgage-backed securities
16,149
50
(233
)
(13
)
15,953
Redeemable preferred stocks
17,331
272
-
(2
)
17,601
Common stocks
112
-
(27
)
-
85
$
682,186
$
7,338
$
(6,688
)
$
(1,035
)
$
681,801
The above tables include gross unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.
The Company sold available-for-sale securities with a fair value of $134.6 million in 2007, $113.4 million in 2006, and $170.6 million in 2005. The gross realized gains on these sales totaled $0.4 million in 2007, $1.6 million in 2006 and $5.1 million in 2005. The Company realized gross losses on these sales of $0.4 million in 2007, $1.9 million in 2006 and $3.3 million in 2005.
The unrealized losses of more than twelve months in the above table are considered temporary declines. The Company tracks each investment with an unrealized loss and evaluates them on an individual basis for other-than-temporary impairments including obtaining corroborating opinions from third party sources, performing trend analysis and reviewing management’s future plans. Certain of these investments had declines determined by management to be other-than-temporary and the Company recognized these write-downs through earnings in the amounts of approximately $0.5 million in 2007, $1.4 million in 2006 and $5.3 million in 2005.
The adjusted cost and estimated market value of available-for-sale investments at December 31, 2007 and December 31, 2006, by contractual maturity, were as follows:
December 31, 2007
December 31, 2006
Amortized
Cost
Estimated
Market
Value
Amortized
Cost
Estimated
Market
Value
(In thousands)
Due in one year or less
$
74,500
$
74,615
$
57,304
$
57,183
Due after one year through five years
189,321
191,073
227,023
225,926
Due after five years through ten years
117,726
118,815
166,473
165,477
After ten years
218,162
222,342
197,794
199,576
599,709
606,845
648,594
648,162
Mortgage backed securities
15,618
15,512
16,149
15,953
Redeemable preferred stocks
12,509
11,374
17,331
17,601
Equity securities
106
53
112
85
$
627,942
$
633,784
$
682,186
$
681,801
F-17
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Investments, other
The carrying value of other investments was as follows:
March 31,
2008
2007
(In thousands)
Short-term investments
$
101,638
$
102,304
Real estate
17,289
18,107
Mortgage loans, net
58,015
52,463
Policy loans
4,585
4,749
Other equity investments
4,064
1,076
$
185,591
$
178,699
Short-term investments primarily consist of securities with fixed maturities of three months to one year from acquisition date.
Mortgage loans are carried at the unpaid balance, less an allowance for probable losses and any unamortized premium or discount. The allowance for probable losses was $0.7 million and $0.8 million as of March 31, 2008 and 2007, respectively. The estimated fair value of these loans as of March 31, 2008 and 2007, respectively approximated the carrying value. These loans represent first lien mortgages held by the Company’s insurance subsidiaries.
Real estate obtained through foreclosure and held for sale is carried at the lower of fair value at time of foreclosure or current estimated fair value less cost to sell. Equity investments are carried at cost and assessed for impairment.
Insurance policy loans are carried at their unpaid balance.
Note 8: Net Investment and Interest Income
Net investment and interest income, were as follows:
Year Ended March 31,
2008
2007
2006
(In thousands)
Fixed maturities
$
46,996
$
47,304
$
38,934
Real estate
(63
)
(95
)
203
Insurance policy loans
269
280
309
Mortgage loans
4,276
4,570
4,327
Short-term, amounts held by ceding reinsurers, net and other investments
5,521
5,690
5,252
Investment income
56,999
57,749
49,025
Less: investment expenses
(1,074
)
(894
)
(2,421
)
Less: interest credited on annuity policies
(13,509
)
(15,060
)
(16,888
)
Investment income - Related party
19,694
17,901
18,563
Net investment and interest income
$
62,110
$
59,696
$
48,279
F-18
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 9: Borrowings
Long-Term Debt
Long-term debt was as follows:
March 31,
2008 Rate (a)
Maturities
2008
2007
(In thousands)
Real estate loan (amortizing term)
6.93
%
2018
$
285,000
$
295,000
Real estate loan (revolving credit)
4.86
%
2018
100,000
-
Senior mortgages
5.19% - 5.75
%
2009-2015
511,818
521,332
Construction loan (revolving credit)
4.61
%
2009
30,783
-
Working capital loan (revolving credit)
-
2009
-
-
Fleet loans (amortizing term)
6.11% - 7.42
%
2012-2014
288,806
364,833
Fleet loan (securitization)
5.40% - 5.56
%
2010-2014
288,270
-
Total AMERCO notes and loans payable
$
1,504,677
$
1,181,165
(a) Interest rate as of March 31, 2008, including the effect of applicable hedging instruments
Real Estate Backed Loans
Real Estate Loan
Amerco Real Estate Company and certain of its subsidiaries and U-Haul Company of Florida are borrowers under a Real Estate Loan. The loan has a final maturity date of August 2018 and the loan is comprised of a term loan facility with initial availability of $300.0 million and a revolving credit facility with an availability of $200.0 million. As of March 31, 2008, the outstanding balance on the Real Estate Loan was $285.0 million and $100.0 million drawn down on the revolving credit facility. U-Haul International, Inc. is a guarantor of this loan.
The amortizing term portion of the Real Estate Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. The revolving credit portion of the Real Estate Loan requires monthly interest payments when drawn, with the unpaid loan balance and any accrued and unpaid interest due at maturity. The Real Estate Loan is secured by various properties owned by the borrowers.
The interest rate for the amortizing term portion, per the provisions of the amended Loan Agreement, is the applicable London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At March 31, 2008, the applicable LIBOR was 3.06% and the applicable margin was 1.50%, the sum of which was 4.56%. The applicable margin ranges from 1.50% to 2.00%. The rate on the term facility portion of the loan is hedged with an interest rate swap fixing the rate at 6.93% based on current margin.
The interest rate for the revolving credit facility, per the provisions of the amended Loan agreement, is the applicable LIBOR plus the applicable margin. At March 31, 2008, the applicable LIBOR was 3.06% and the applicable margin was 1.80%, the sum of which was 4.86%.
The default provisions of the Real Estate Loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds.
F-19
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Senior Mortgages
Various subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are borrowers under certain senior mortgages. These senior mortgages loan balances as of March 31, 2008 were in the aggregate amount of $453.4 million and are due July 2015. The Senior Mortgages require average monthly principal and interest payments of $3.0 million with the unpaid loan balance and accrued and unpaid interest due at maturity. These senior mortgages are secured by certain properties owned by the borrowers. The interest rates, per the provisions of these senior mortgages, are 5.68% and 5.52% per annum. Amerco Real Estate Company and U-Haul International, Inc. have provided limited guarantees of these senior mortgages. The default provisions of these senior mortgages include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds.
Various subsidiaries of the Company are borrowers under the mortgage backed loans that we also classify as senior mortgages. These loans are secured by certain properties owned by the borrowers. The loan balance of these notes totals $58.4 million as of March 31, 2008. Maturity dates begin in 2009 with the majority maturing in 2015. Rates for these loans range from 5.19% to 5.75%. The loans require monthly principal and interest payments with the balances due upon maturity. The default provisions of the loans include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds.
Construction / Working Capital Loans
Amerco Real Estate Company and a subsidiary of U-Haul International, Inc. entered into a revolving credit construction loan effective June 29, 2006. The maximum amount that can be drawn at any one time is $40.0 million. The final maturity is June 2009. As of March 31, 2008, the outstanding balance was $30.8 million.
The Construction Loan requires monthly interest only payments with the principal and any accrued and unpaid interest due at maturity. The loan can be used to develop new or existing storage properties. The loan is secured by the properties being constructed. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin of 1.50%. At March 31, 2008, the applicable LIBOR was 3.11% and the margin was 1.50%, the sum of which was 4.61%. U-Haul International, Inc. is a guarantor of this loan. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants.
Amerco Real Estate Company is a borrower under an asset backed working capital loan. The facility was originally in the amount of $20.0 million. The loan is secured by certain properties owned by the borrower. On September 5, 2007, the loan was amended to increase the availability to $35.0 million. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin of 1.50%. The loan agreement provides for revolving loans, subject to the terms of the loan agreement with final maturity in November 2009. The loan requires monthly interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. U-Haul International, Inc. and AMERCO are the guarantors of this loan. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. At March 31, 2008, the facility was fully available.
Fleet Loans
Rental Truck Amortizing Loans
U-Haul International, Inc. and several of its subsidiaries are borrowers under amortizing term loans. The loan balances as of March 31, 2008 were in the aggregate amount of $288.8 million with final maturities between April 2012 and March 2014.
The Amortizing Loans require monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. These loans were used to purchase new trucks. The interest rates, per the provision of the Loan Agreements, are the applicable LIBOR plus a margin between 0.90% and 1.75%. At March 31, 2008, the applicable LIBOR was 3.06% and applicable margins were between 1.125% and 1.75%, the sum of which was between 4.185% and 4.81%. The interest rates are hedged with interest rate swaps fixing the rates between 6.11% and 7.42% based on current margins.
F-20
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
AMERCO and U-Haul International, Inc. are guarantors for certain of these loans. The default provisions of these loans include non-payment of principal or interest and other standard reporting and change-in-control covenants.
Rental Truck Securitizations
U-Haul S Fleet and its subsidiaries (collectively, “USF”) issued a $217.0 million asset-backed note (“Box-Truck Note”) and an $86.6 million asset-backed note (“Cargo Van/Pickup Note”) on June 1, 2007. USF is a bankruptcy-remote special purpose entity wholly-owned by U-Haul International, Inc. The net proceeds from these securitized transactions were used to finance new box truck, cargo van and pickup truck purchases throughout fiscal 2008. U.S. Bank, NA acts as the trustee for this securitization.
The Box Truck Note has a fixed interest rate of 5.56% with an estimated final maturity of February 2014. At March 31, 2008 the outstanding balance was $201.7 million. The note is secured by the box trucks that were purchased and operating cash flows associated with their operation.
The Cargo Van/Pickup Note has a fixed interest rate of 5.40% with an estimated final maturity of May 2010. At March 31, 2008 the outstanding balance was $86.6 million. The note is secured by the cargo vans and pickup trucks that were purchased and the operating cash flows associated with their operation.
The Box Truck Note and Cargo Van/Pickup Note have the benefit of financial guaranty insurance policies through Ambac Assurance Corporation. These policies guarantee the timely payment of interest on and the ultimate payment of the principal of the notes.
The Box Truck Note and the Cargo Van/Pickup Note are subject to certain covenants with respect to liens, additional indebtedness of the special purpose entities, the disposition of assets and other customary covenants of bankruptcy-remote special purpose entities. The default provisions of the notes include non-payment of principal or interest and other standard reporting and change in control covenants.
Annual Maturities of AMERCO Consolidated Notes and Loans Payable
The annual maturities of AMERCO consolidated long-term debt as of March 31, 2008 for the next five years and thereafter is as follows:
March 31,
2009
2010
2011
2012
2013
Thereafter
(In thousands)
Notes payable, secured
$
108,753
$
117,098
$
153,311
$
90,662
$
120,043
$
914,810
F-21
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 10: Interest on Borrowings
Interest Expense
Expense’s associated with loans outstanding was as follows:
Year Ended March 31,
2008
2007
2006
(In thousands)
Interest expense
$
92,997
$
75,714
$
61,285
Capitalized interest
(996
)
(596
)
(151
)
Amortization of transaction costs
5,287
3,960
3,871
Interest expense (income) resulting from derivatives
645
(2,669
)
(1,655
)
Write-off of transactions costs related to
early extinguishment of debt
-
6,969
14,384
Fees on early extinguishment of debt
-
-
21,243
Total AMERCO interest expense
97,933
83,378
98,977
SAC Holding II interest expense
7,537
13,062
12,840
Less: Intercompany transactions
(4,050
)
(7,035
)
(6,709
)
Total SAC Holding II interest expense
3,487
6,027
6,131
Total
$
101,420
$
89,405
$
105,108
Interest paid in cash by AMERCO amounted to $89.8 million, $72.9 million and $59.8 million for fiscal 2008, 2007 and 2006, respectively. Early extinguishment fees paid in cash by AMERCO was $21.2 million in fiscal 2006.
The Company manages exposure to changes in market interest rates. The Company’s use of derivative instruments is limited to highly effective interest rate swaps to hedge the risk of changes in cash flows (future interest payments) attributable to changes in LIBOR swap rates, the designated benchmark interest rate being hedged on certain of our LIBOR-indexed variable-rate debt. The interest rate swaps effectively fix the Company’s interest payments on certain LIBOR-indexed variable-rate debt. The Company monitors its positions and the credit ratings of its counterparties and does not anticipate non-performance by the counterparties. Interest rate swap agreements are not entered into for trading purposes.
On June 8, 2005, the Company entered into separate interest rate swap agreements for $100.0 million of our variable-rate debt over a three year term and for $100.0 million of our variable-rate debt over a five-year term, that were designated as cash flow hedges effective July 1, 2005. These swap agreements were cancelled on August 18, 2006 in conjunction with our amendment of the Real Estate Loan and we entered into a new interest rate swap agreement for $300.0 million of our variable-rate debt over a twelve-year term effective on August 18, 2006. As of August 18, 2006, a net gain of approximately $6.0 million related to the two cancelled swaps was included in other comprehensive income (loss). As the variable-rate debt was replaced, it is probable that the original forecasted transaction (future interest payments) will continue to occur. Therefore the net derivative gain related to the two cancelled swaps shall continue to be reported in other comprehensive income and be reclassified into earnings when the original forecasted transaction affects earnings consistent with the term of the original designated hedging relationship. For the year ended March 31, 2008, the Company reclassified $2.1 million of the net derivative gain to interest income. The Company estimates that $1.3 million of the existing net gains will be reclassified into earnings within the next 12 months.
On November 15, 2005, the Company entered into a forward starting interest rate swap agreement for $142.3 million of our variable-rate debt over a six-year term that became effective on May 10, 2006. This swap was designated as a cash flow hedge effective May 31, 2006.
F-22
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On June 21, 2006, the Company entered into a forward starting interest rate swap agreement for $50.0 million of our variable-rate debt over a seven-year term that became effective on July 10, 2006. On June 9, 2006, the Company entered into a forward starting interest rate swap agreement for $144.9 million of a variable-rate debt over a six-year term that became effective on October 10, 2006. On February 9, 2007, the Company entered into an interest rate swap agreement for $30.0 million of our variable-rate debt over a seven-year term that became effective on February 12, 2007. On March 8, 2007, the Company entered into two separate interest rate swap agreements each for $20.0 million of our variable-rate debt over seven-year terms that became effective on March 10, 2007. These interest rate swap agreements were designated as cash flow hedges on their effective dates.
On May 13, 2004, the Company entered into separate interest rate cap agreements for $200.0 million of our variable-rate debt over a two year term and for $50.0 million of our variable rate debt over a three year term; however, these agreements were dedesignated as cash flow hedges effective July 11, 2005 when the Real Estate Loan was paid down by $222.4 million. The $200.0 million interest rate cap agreement expired on May 17, 2006 and the $50.0 million interest rate cap agreement expired on May 17, 2007. Subsequent to July 11, 2005, all changes in the interest rate caps fair value (including changes in the option’s time value), were charged to earnings as the original forecasted transaction was cancelled. Prior to July 11, 2005 the change in each caplets’ respective allocated fair value amount was reclassified out of accumulated other comprehensive income into earnings when each of the hedged forecasted transactions (the quarterly interest payments) impact earnings and when interest payments are either made or received.
For the year ended March 31, 2008, the Company recognized net losses of $2.5 million from highly effective cash flow hedges, which are attributable to the portion of the change in the fair value of the hedges’ excluded from the assessment of the effectiveness of the hedges. The hedging relationship of certain interest rate swap agreements is not considered to be perfectly effective in which an effectiveness test is performed for each reporting period. The net losses attributable to the portion of the change in the fair value representing the amount of the hedges’ ineffectiveness recognized in earnings during the reporting period was $0.3 million included in interest expense. All forecasted transactions currently being hedged are expected to occur by 2018.
Interest Rates
Interest rates and Company borrowings were as follows:
Revolving Credit Activity
Year Ended March 31,
2008
2007
2006
(In thousands, except interest rates)
Weighted average interest rate during the year
6.25
%
6.76
%
5.95
%
Interest rate at year end
4.80
%
-
6.45
%
Maximum amount outstanding during the year
$
150,783
$
90,000
$
158,011
Average amount outstanding during the year
$
85,522
$
70,027
$
96,710
Facility fees
$
419
$
300
$
-
Note 11: Stockholders’ Equity
The Serial common stock may be issued in such series and on such terms as the Board of Directors (the “Board”) shall determine. The Serial preferred stock may be issued with or without par value. The 6,100,000 shares of Series A, no par, non-voting, 8½% cumulative preferred stock that are issued and outstanding are not convertible into, or exchangeable for, shares of any other class or classes of stock of AMERCO. Dividends on the Series A preferred stock are payable quarterly in arrears and have priority as to dividends over the common stock of AMERCO.
F-23
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On September 13, 2006, we announced that our Board of Directors (the “Board”) had authorized us to repurchase up to $50.0 million of our common stock from time to time on the open market between September 13, 2006 and October 31, 2007. On March 9, 2007, the Board authorized an increase in the Company’s common stock repurchase program to a total aggregate amount, net of brokerage commissions, of $115.0 million (which amount is inclusive of the $50.0 million common stock repurchase program approved by the Board in 2006). During the first quarter of fiscal 2008, we repurchased 485,999 shares at the cost of $34.0 million. This program terminated on October 31, 2007.
The repurchases made by the Company under this plan were as follows:
Period
Total # of Shares Repurchased
Average Price Paid per Share (1)
Total # of Shares Repurchased as Part of Publicly Announced Plan
Total $ of Shares Repurchased as Part of Publicly Announced Plan
Maximum $ of Shares That May Yet be Repurchased Under the Plan
April 1 - 30, 2007
196,232
$
69.94
196,232
$
13,723,504
$
52,170,394
May 1 - 31, 2007
218,090
69.85
218,090
15,234,536
36,935,858
June 1 - 30, 2007
71,677
69.87
71,677
5,008,018
31,927,840
First Quarter Total
485,999
$
69.89
485,999
$
33,966,058
Cumulative Plan Total
1,225,290
$
67.80
1,225,290
$
83,072,160
(1) Represents weighted average purchase price for the periods presented.
On December 5, 2007, we announced that the Board had authorized us to repurchase up to $50.0 million of our common stock. The stock may be repurchased by the Company from time to time on the open market between December 5, 2007 and December 31, 2008. The extent to which the Company repurchases its shares and the timing of such purchases will depend upon market conditions and other corporate considerations. The purchases will be funded from available working capital. During the fourth quarter of fiscal 2008, the Company repurchased 428,000 shares at a cost of $23.5 million.
The repurchases made by the Company under this plan were as follows:
Period
Total # of Shares Repurchased
Average Price Paid per Share (1)
Total # of Shares Repurchased as Part of Publicly Announced Plan
Total $ of Shares Repurchased as Part of Publicly Announced Plan
Maximum $ of Shares That May Yet be Repurchased Under the Plan
January 1 - 31, 2008
-
$
-
-
$
-
$
50,000,000
February 1 - 29, 2008
428,000
$
54.94
428,000
$
23,512,380
$
26,487,620
March 1 - 31, 2008
-
$
-
-
$
-
$
26,487,620
Fourth Quarter Total
428,000
$
54.94
428,000
$
23,512,380
(1) Represents weighted average purchase price for the periods presented.
F-24
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 12: Comprehensive Income (Loss)
A summary of accumulated other comprehensive income (loss) components were as follows, net of tax:
Foreign
Currency
Translation
Unrealized
Gain (Loss)
on Investments
Fair Market
Value of
Cash Flow
Hedge
Postretirement Benefit Obligation Gain (Loss)
Accumulated
Other
Comprehensive
Income (Loss)
(In thousands)
Balance at March 31, 2005
$
(33,344
)
$
8,685
$
47
$
-
$
(24,612
)
Foreign currency translation
(903
)
-
-
-
(903
)
Unrealized loss on investments
-
(7,968
)
-
-
(7,968
)
Change in fair value of cash flow hedge
-
-
4,581
-
4,581
Balance at March 31, 2006
(34,247
)
717
4,628
-
(28,902
)
Foreign currency translation
(1,919
)
-
-
-
(1,919
)
Unrealized loss on investments
-
(1,072
)
-
-
(1,072
)
Change in fair value of cash flow hedge
-
-
(9,733
)
-
(9,733
)
FASB statement No. 158 adjustment
-
-
-
(153
)
(153
)
Balance at March 31, 2007
(36,166
)
(355
)
(5,105
)
(153
)
(41,779
)
Foreign currency translation
8,583
-
-
-
8,583
Unrealized gain on investments
-
1,946
-
-
1,946
Change in fair value of cash flow hedge
-
-
(25,473
)
-
(25,473
)
Change in postretirement benefit obligation
-
-
-
1,444
1,444
Balance at March 31, 2008
$
(27,583
)
$
1,591
$
(30,578
)
$
1,291
$
(55,279
)
Note 13: Provision for Taxes
Earnings (losses) before taxes and the provision for taxes consisted of the following:
Year Ended March 31,
2008
2007
2006
(In thousands)
Pretax earnings (losses):
U.S.
$
100,151
$
149,169
$
199,847
Non-U.S.
2,151
(3,346
)
426
Total pretax earnings
$
102,302
$
145,823
$
200,273
Provision for taxes:
Federal:
Current
$
15,441
$
47,758
$
49,652
Deferred
15,286
900
16,239
State:
Current
415
2,251
6,115
Deferred
1,713
5,128
6,329
Non-U.S.:
Current
873
338
439
Deferred
790
(1,105
)
345
Total income tax expense
$
34,518
$
55,270
$
79,119
Income taxes paid in cash amounted to $10.1 million, $74.8 million, and $43.3 million for fiscal 2008, 2007, and 2006, respectively.
F-25
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to income before taxes was as follows:
Year Ended March 31,
2008
2007
2006
(In percentages)
Statutory federal income tax rate
35.00
%
35.00
%
35.00
%
Increase (reduction) in rate resulting from:
State and foreign taxes, net of federal benefit
2.99
%
2.78
%
4.41
%
Canadian subsidiary loss (income)
(0.74
)%
0.80
%
(0.07
)%
Interest on deferred taxes
0.88
%
0.69
%
0.44
%
Dividend received deduction
-
%
(0.03
)%
-
%
Other
(4.39
)%
(1.34
)%
(0.27
)%
Effective tax rate
33.74
%
37.90
%
39.51
%
Significant components of the Company’s deferred tax assets and liabilities were as follows:
March 31,
2008
2007
(In thousands)
Deferred tax assets:
Net operating loss and credit carry forwards
$
5,576
$
11,342
Accrued expenses
119,458
116,989
Policy benefit and losses, claims and loss expenses payable, net
13,744
13,527
Unrealized gains
13,828
-
Other
4,975
-
Total deferred tax assets
157,581
141,858
Deferred tax liabilities:
Property, plant and equipment
279,563
246,992
Deferred policy acquisition costs
4,051
5,330
Other
-
625
Unrealized losses
-
2,081
Total deferred tax liabilities
283,614
255,028
Net deferred tax liability
$
126,033
$
113,170
Deferred tax assets and liabilities shown above are stated net of a valuation allowance of $4.1 million at March 31, 2008 and $4.2 million at March 31, 2007.
Major items that affected the balance of deferred tax assets and liabilities as of March 31, 2008 and March 31, 2007 but did not flow through deferred tax expense during the fiscal year ended March 31, 2008, were as follows: an increase in the amount of net deferred tax liability of $28.2 million resulting from the deconsolidation of SAC Holding II, a decrease in net deferred tax liability in the amount of $13.6 million resulting from FAS 115 and FAS 158 items, and a decrease in net deferred tax liability in the amount of $19.1 million with the adoption of FIN 48.
Effective April 1, 2007, the Company adopted FIN 48
.
FIN 48 prescribes a minimum recognition threshold and measurement methodology that a tax position is required to meet before being recognized in the financial statements. As a result of the adoption of FIN 48, the Company recognized a $6.8 million decrease to its previous reserves for uncertain tax positions. This decrease is presented as an increase in the beginning balance of retained earnings.
F-26
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The total amount of unrecognized tax benefits at April 1, 2007 was $6.3 million. During the current fiscal year we recorded tax expense resulting from uncertain tax positions in the amount of $0.8 million. The total amount of unrecognized tax benefits as of March 31, 2008 was $7.1 million. This entire amount of unrecognized tax benefits, if resolved in our favor, would favorably impact our effective tax rate.
The Company recognizes interest related to unrecognized tax benefits as interest expense, and penalties as operating expenses. At April 1, 2007, the amount of interest accrued on unrecognized tax benefits was $2.3 million, net of tax. During the current fiscal year we recorded interest expense on uncertain tax positions in the amount of $0.4 million, net of tax. At March 31, 2008, the amount of interest accrued on unrecognized tax benefits was $2.7 million, net of tax.
The Company files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With some exceptions, the Company is no longer subject to audit for years prior to the fiscal year ended March 31, 2005.
A reconciliation of beginning and ending amount of unrecognized tax benefits are as follows:
Amount
(In thousands)
Unrecognized tax benefits as of April 1, 2007
$
6,305
Additions based on tax positions related to the current year
865
Reductions for tax positions of prior years
(28
)
Unrecognized tax benefits as of March 31, 2008
$
7,142
At March 31, 2008 and March 31, 2007, AMERCO has alternative minimum tax credit carryforwards of $2.1 million and $0.0 million, respectively, which do not have an expiration date, and may only be utilized in years in which regular tax exceeds alternative minimum tax.
Note 14: Employee Benefit Plans
Profit Sharing Plans
The Company provides tax-qualified profit sharing retirement plans for the benefit of eligible employees, former employees and retirees in the U.S. and Canada. The plans are designed to provide employees with an accumulation of funds for retirement on a tax-deferred basis and provide for annual discretionary employer contributions. Amounts to be contributed are determined by the Chief Executive Officer (“CEO”) of the Company under the delegation of authority from the Board, pursuant to the terms of the Profit Sharing Plan. No contributions were made to the profit sharing plan during fiscal 2008, 2007 or 2006.
The Company also provides an employee savings plan which allows participants to defer income under Section 401(k) of the Internal Revenue Code of 1986.
ESOP Plan
The Company sponsors a leveraged employee stock ownership plan (“ESOP”) that generally covers all employees with one year or more of service. The ESOP shares initially were pledged as collateral for its debt which was originally funded by U-Haul. As the debt is repaid, shares are released from collateral and allocated to active employees, based on the proportion of debt service paid in the year. When shares are scheduled to be released from collateral, prorated over the year, the Company reports compensation expense equal to the current market price of the shares scheduled to be released, and the shares become outstanding for earnings per share computations. ESOP compensation expense was $3.8 million, $4.7 million and $3.3 million for fiscal 2008, 2007 and 2006, respectively. Listed below is a summary of these financing arrangements as of fiscal year-end:
F-27
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Interest Payments
Financing Date
Outstanding as of March 31,
2008
2008
2007
2006
(In thousands)
June, 1991
$
9,214
$
675
$
694
$
1,070
March, 1999
40
4
5
9
February, 2000
314
27
31
53
April, 2001
117
7
6
10
Shares are released from collateral and allocated to active employees based on the proportion of debt service paid in the plan year. Contributions to the Plan Trust (“ESOT”) during fiscal 2008, 2007 and 2006 were $2.1 million, $2.0 million and $2.3 million, respectively.
Shares held by the Plan were as follows:
Year Ended March 31,
2008
2007
(In thousands)
Allocated shares
1,418
1,416
Unreleased shares
417
494
Fair value of unreleased shares
$
18,576
$
26,288
For purposes of the above schedule, the fair value of unreleased shares issued prior to 1992 is defined as the historical cost of such shares. The fair value of unreleased shares issued subsequent to December 31, 1992 is defined as the trading value of such shares as of March 31, 2008 and March 31, 2007, respectively.
Insurance Plans
Oxford insured various group life and group disability insurance plans covering employees of the Company. Premiums earned by Oxford on these policies were $3.3 million and $3.5 million for the years ended December 31, 2006, and 2005, respectively. The group life premiums were paid by the Company and those amounts were eliminated from the Company’s financial statements in consolidation. Oxford discontinued its participation in this program effective October 2006. The employee group life coverage is now provided by an unrelated insurer. Oxford was the insurance carrier for the employee disability plan through April 30, 2007. This program is now provided to employees by an unrelated insurer. The group disability premiums are paid by the covered employees.
Post Retirement and Post Employment Benefits
The Company provides medical and life insurance benefits to its eligible employees and their dependents upon retirement from the Company. The retirees must have attained age sixty-five and earned twenty years of full-time service upon retirement for coverage under the medical plan. The medical benefits are capped at a $20,000 lifetime maximum per covered person. The benefits are coordinated with Medicare and any other medical policies in force. Retirees who have attained age sixty-five and earned at least ten years of full-time service upon retirement from the Company are entitled to group term life insurance benefits. The life insurance benefit is $2,000 plus $100 for each year of employment over ten years. The plan is not funded and claims are paid as they are incurred. For fiscal 2006 and prior years the Company elected to use a December 31 measurement date for its post retirement benefit disclosures as of March 31.
Effective March 31, 2007, the Company adopted SFAS 158, which requires that the Consolidated Balance Sheet reflect the unfunded status of the Company’s postretirement benefit plan and measure these benefits as of the end of the fiscal year. Previously, the Company had measured these benefits on a three month lag, as allowed by SFAS 106. SFAS 158 requires the valuation be performed as of the balance sheet date. The provisions of SFAS 158 do not permit retrospective application. The portion of the net periodic cost associated with the elimination of the timing gap was $0.1 million, net of taxes, and was recorded as an adjustment to retained earnings in fiscal 2007. Additionally, SFAS 158 requires the unrecognized net gain or loss now be reclassified to accumulated other comprehensive income. As of March 31, 2007 this resulted in a reduction of accumulated other comprehensive income in the amount of $0.2 million, net of tax.
F-28
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The components of net periodic post retirement benefit cost were as follows:
Year Ended March 31,
2008
2007
2006
(In thousands)
Service cost for benefits earned during the period
$
672
$
572
$
373
Interest cost on accumulated postretirement benefit
609
464
306
Other components
-
(63
)
(299
)
Net periodic postretirement benefit cost
$
1,281
$
973
$
380
The fiscal 2008 and fiscal 2007 post retirement benefit liability included the following components:
Year Ended March 31,
2008
2007
(In thousands)
Beginning of year
$
10,784
$
8,183
Service cost for benefits earned during the period
672
715
Interest cost on accumulated post retirement benefit
609
580
Net benefit payments and expense
(485
)
(429
)
Actuarial (gain) loss
(2,367
)
1,735
Accumulated postretirement benefit obligation
9,213
10,784
Current liabilities
530
387
Non-current liabilities
8,683
10,397
Total post retirement benefit liability recognized in statement of financial position
9,213
10,784
Components included in accumulated other comprehensive income:
Unrecognized net gain (loss)
2,116
(251
)
Cumulative net periodic benefit cost (in excess of employer contribution)
$
11,329
$
10,533
The discount rate assumptions in computing the information above were as follows:
Year Ended March 31,
2008
2007
2006
(In percentages)
Accumulated postretirement benefit obligation
6.00
%
5.75
%
5.75
%
In December 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 became law. Amounts shown above include the effect of the subsidy. The discount rate represents the expected yield on a portfolio of high grade (AA to AAA rated or equivalent) fixed income investments with cash flow streams sufficient to satisfy benefit obligations under the plan when due. Fluctuations in the discount rate assumptions primarily reflect changes in U.S. interest rates. The assumed health care cost trend rate used to measure the accumulated postretirement benefit obligation as of the end of fiscal 2008 was 10.0% in the initial year and was projected to decline annually to an ultimate rate of 5.0% in fiscal 2014. The assumed health care cost trend rate used to measure the accumulated postretirement benefit obligation as of the end of fiscal 2007 (and used to measure the fiscal 2008 net periodic benefit cost) was 6.5% in the initial year and was projected to decline annually to an ultimate rate of 4.5% in fiscal 2014.
F-29
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
If the estimated health care cost trend rate assumptions were increased by one percent, the accumulated post retirement benefit obligation as of fiscal year-end would increase by approximately $111,880 and the total of the service cost and interest cost components would increase by $30,579. A decrease in the estimated health care cost trend rate assumption of one percent would decrease the accumulated post retirement benefit obligation as of fiscal year-end by $124,443 and the total of the service cost and interest cost components would decrease by $34,906.
Post employment benefits provided by the Company, other than retirement, are not material.
Future net benefit payments are expected as follows:
Amount
(In thousands)
Year-ended:
2009
$
530
2010
626
2011
704
2012
785
2013
846
2014 through 2018
4,279
Total
$
7,770
F-30
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 15: Reinsurance and Policy Benefits and Losses, Claims and Loss Expenses Payable
During their normal course of business, our insurance subsidiaries assume and cede reinsurance on both a coinsurance and a risk premium basis. They also obtain reinsurance for that portion of risks exceeding their retention limits. The maximum amount of life insurance retained on any one life is $150,000.
Direct
Amount (a)
Ceded to
Other
Companies
Assumed
from Other
Companies
Net
Amount (a)
Percentage of
Amount
Assumed to Net
(In thousands)
Year ended December 31, 2007
Life insurance in force
$
328,384
$
4,682
$
1,428,242
$
1,751,944
82
%
Premiums earned:
Life
$
10,669
$
35
$
4,823
$
15,457
31
%
Accident and health
88,658
1,230
5,155
92,583
6
%
Annuity
545
-
3,411
3,956
86
%
Property and casualty
19,373
39
9,054
28,388
32
%
Total
$
119,245
$
1,304
$
22,443
$
140,384
Year ended December 31, 2006
Life insurance in force
$
393,400
$
5,662
$
1,483,250
$
1,870,988
79
%
Premiums earned:
Life
$
9,569
$
315
$
4,980
$
14,234
35
%
Accident and health
96,285
1,390
6,234
101,129
6
%
Annuity
2,558
-
2,478
5,036
49
%
Property and casualty
18,710
2,220
7,845
24,335
32
%
Total
$
127,122
$
3,925
$
21,537
$
144,734
Year ended December 31, 2005
Life insurance in force
$
586,835
$
120,220
$
1,642,876
$
2,109,491
78
%
Premiums earned:
Life
$
8,708
$
1,862
$
7,211
$
14,057
51
%
Accident and health
91,986
1,887
10,071
100,170
10
%
Annuity
2,174
-
2,432
4,606
53
%
Property and casualty
22,559
3,288
6,730
26,001
26
%
Total
$
125,427
$
7,037
$
26,444
$
144,834
(a) Balances are reported net of inter-segment transactions.
F-31
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Premiums eliminated in consolidation with Oxford were $1.2 million and $1.5 million for 2006 and 2005, respectively:
To the extent that a re-insurer is unable to meet its obligation under the related reinsurance agreements, RepWest would remain liable for the unpaid losses and loss expenses. Pursuant to certain of these agreements, RepWest holds letters of credit at years-end in the amount of $3.8 million from re-insurers and has issued letters of credit in the amount of $14.7 million in favor of certain ceding companies.
Policy benefits and losses, claims and loss expenses payable for RepWest were as follows:
Year Ended December 31,
2007
2006
(In thousands)
Unpaid losses and loss adjustment expense
$
288,410
$
288,783
Reinsurance losses payable
2,708
1,999
Unearned premiums
200
459
Total
$
291,318
$
291,241
Activity in the liability for unpaid losses and loss adjustment expenses for RepWest is summarized as follows:
Year Ended December 31,
2007
2006
2005
(In thousands)
Balance at January 1
$
288,783
$
346,928
$
380,875
Less: reinsurance recoverable
144,950
181,388
189,472
Net balance at January 1
143,833
165,540
191,403
Incurred related to:
Current year
7,094
6,006
6,429
Prior years
11,894
15,895
16,161
Total incurred
18,988
21,901
22,590
Paid related to:
Current year
3,289
3,492
3,774
Prior years
35,303
40,116
44,679
Total paid
38,592
43,608
48,453
Net balance at December 31
124,229
143,833
165,540
Plus: reinsurance recoverable
164,181
144,950
181,388
Balance at December 31
$
288,410
$
288,783
$
346,928
F-32
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 16: 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 2014, with the exception of one land lease expiring in 2034. At March 31, 2008, AMERCO has guaranteed $165.5 million of residual values for these rental equipment assets at the end of the respective lease terms. Certain leases contain renewal and fair market value purchase options as well as mileage and other restrictions. At the expiration of the lease, the Company has the option to renew the lease, purchase the asset for fair market value, or sell the asset to a third party on behalf of the lessor. AMERCO has been leasing equipment since 1987 and has experienced no material losses relating to these types of residual value guarantees.
Lease expenses were as follows:
Year Ended March 31,
2008
2007
2006
(In thousands)
Lease expense
$
133,931
$
147,659
$
136,652
Lease commitments for leases having terms of more than one year were as follows:
Property,
Plant and
Equipment
Rental
Equipment
Total
(In thousands)
Year-ended March 31:
2009
$
12,849
$
106,341
$
119,190
2010
12,484
95,047
107,531
2011
12,230
74,140
86,370
2012
12,016
58,049
70,065
2013
11,454
45,356
56,810
Thereafter
17,996
32,811
50,807
Total
$
79,029
$
411,744
$
490,773
F-33
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 17: Contingencies
Shoen
In September 2002, Paul F. Shoen filed a shareholder derivative lawsuit in the Second Judicial District Court of the State of Nevada, Washoe County, captioned
Paul F. Shoen vs. SAC Holding Corporation et al
., 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 as a nominal Defendant in the case. The complaint alleges breach of fiduciary duty, self-dealing, usurpation of corporate opportunities, wrongful interference with prospective economic advantage and unjust enrichment and seeks the unwinding of sales of self-storage properties by subsidiaries of AMERCO to SAC prior to the filing of the complaint. The complaint seeks a declaration that such transfers are void as well as unspecified damages. In October 2002, the Defendants filed motions to dismiss the complaint. Also in October 2002, Ron Belec filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned
Ron Belec vs. William E. Carty, et al
., CV 02-06331 and in January 2003, M.S. Management Company, Inc. filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned
M.S. Management Company, Inc. vs. William E. Carty, et al
., CV 03-00386. Two additional derivative suits were also filed against these parties. Each of these suits is substantially similar to the Paul F. Shoen case. The Court consolidated the five cases and thereafter dismissed these actions in May 2003, concluding that the AMERCO Board of Directors had the requisite level of independence required in order to have these claims resolved by the Board. Plaintiffs appealed this decision and, in July 2006, the Nevada Supreme Court reviewed and remanded the case to the trial court for proceedings consistent with its ruling, allowing the Plaintiffs to file an amended complaint and plead in addition to substantive claims, demand futility.
In November 2006, the Plaintiffs filed an amended complaint. In December 2006, the Defendants filed motions to dismiss, based on various legal theories. In March 2007, the Court denied AMERCO’s motion to dismiss regarding the issue of demand futility, stating that “Plaintiffs have satisfied the heightened pleading requirements of demand futility by showing a majority of the members of the AMERCO Board of Directors were interested parties in the SAC transactions.” The Court heard oral argument on the remainder of the Defendants’ motions to dismiss, including the motion (“Goldwasser Motion”) based on the fact that the subject matter of the lawsuit had been settled and dismissed in earlier litigation known as
Goldwasser v. Shoen
, CV 0205602, Washoe County, Nevada. In addition, in September and October 2007, the Defendants filed Motions for Judgment on the Pleadings or in the Alternative Summary Judgment, based on the fact that the stockholders of the Company had ratified the underlying transactions at the 2007 annual meeting of stockholders of AMERCO. In December 2007, the Court denied this motion. This ruling does not preclude a renewed motion for summary judgment after discovery and further proceedings on these issues. On April 7, 2008, the litigation was dismissed, on the basis of the Goldwasser Motion. On May 8, 2008, the Plaintiffs filed a notice of appeal of such dismissal to the Nevada Supreme Court. On May 20, 2008, AMERCO filed a cross appeal relating to the denial of its Motion to Dismiss in regards to Demand Futility. The appeals are currently pending.
Environmental
In the normal course of business, AMERCO is a defendant in a number of suits and claims. AMERCO is also a party to several administrative proceedings arising from state and local provisions that regulate the removal and/or cleanup of underground fuel storage tanks. It is the opinion of management, that none of these suits, claims or proceedings involving AMERCO, individually or in the aggregate, are expected to result in a material adverse effect on AMERCO’s financial position or results of operations.
Compliance with environmental requirements of federal, state and local governments significantly affects Real Estate’s business operations. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Real Estate is aware of issues regarding hazardous substances on some of its properties. Real Estate regularly makes capital and operating expenditures to stay in compliance with environmental laws and has put in place a remedial plan at each site where it believes such a plan is necessary. Since 1988, Real Estate has managed a testing and removal program for underground storage tanks.
Based upon the information currently available to Real Estate, compliance with the environmental laws and its share of the costs of investigation and cleanup of known hazardous waste sites are not expected to result in a material adverse effect on AMERCO’s financial position or results of operations. Real Estate expects to spend approximately $5.7 million in total through 2011 to remediate these properties.
F-34
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Other
The Company is named as a defendant in various other litigation and claims arising out of the normal course of business. In management’s opinion, none of these other matters will have a material effect on the Company’s financial position and results of operations.
Note 18: Preferred Stock Purchase Rights
The Board of AMERCO adopted a stockholder-rights agreement (also known as a “poison pill”) in July 1998. On March 5, 2008, in accordance with the provision of the Rights Agreement, the Board directed the termination of all Rights outstanding under the Rights Agreement and the termination of the Rights Agreement.
Note 19: Related Party Transactions
AMERCO has engaged in related party transactions and has continuing related party interests with certain major stockholders, directors and officers of the consolidated group as disclosed below. Management believes that the transactions described below and in the related notes were consummated on terms equivalent to those that would prevail in arm’s-length transactions.
SAC Holdings was established in order to acquire self-storage properties. These properties are being managed by the Company pursuant to management agreements. The sale of self-storage properties by the Company to SAC Holdings has in the past provided significant cash flows to the Company.
Management believes that its sales of self-storage properties to SAC Holdings has provided a unique structure for the Company to earn moving equipment rental revenues and property management fee revenues from the SAC Holdings self-storage properties that the Company manages.
During fiscal 2008, subsidiaries of the Company held various junior unsecured notes of SAC Holdings. Substantially all of the equity interest of SAC Holdings is controlled by Blackwater. Blackwater is wholly-owned by Mark V. Shoen, a significant shareholder and executive officer of AMERCO. The Company does not have an equity ownership interest in SAC Holdings. The Company recorded interest income of $18.6 million, $19.2 million and $19.4 million, and received cash interest payments of $19.2 million, $44.5 million and $11.2 million, from SAC Holdings during fiscal 2008, 2007 and 2006, respectively. The cash interest payments for fiscal 2007 included a payment to significantly reduce the outstanding interest receivable from SAC Holdings. The largest aggregate amount of notes receivable outstanding during fiscal 2008 was $203.7 million and the aggregate notes receivable balance at March 31, 2008 was $198.1 million. In accordance with the terms of these notes, SAC Holdings may repay the notes without penalty or premium.
Interest accrues on the outstanding principal balance of junior notes of SAC Holdings that the Company holds at a 9.0% rate per annum. A fixed portion of that basic interest is paid on a monthly basis. Additional interest can be earned on notes totaling $122.2 million of principal depending upon the amount of remaining basic interest and the cash flow generated by the underlying property. This amount is referred to as the “cash flow-based calculation.”
To the extent that this cash flow-based calculation exceeds the amount of remaining basic interest, contingent interest would be paid on the same monthly date as the fixed portion of basic interest. To the extent that the cash flow-based calculation is less than the amount of remaining basic interest, the additional interest payable on the applicable monthly date is limited to the amount of that cash flow-based calculation. In such a case, the excess of the remaining basic interest over the cash flow-based calculation is deferred. In addition, subject to certain contingencies, the junior notes provide that the holder of the note is entitled to receive a portion of the appreciation realized upon, among other things, the sale of such property by SAC Holdings. To date, no excess cash flows related to these arrangements have been earned or paid.
F-35
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
During fiscal 2008, AMERCO and U-Haul held various junior notes with Private Mini Realty L.P. (“Private Mini”). The equity interests of Private Mini are ultimately controlled by Blackwater. The Company recorded interest income of $5.1 million and $5.0 million, and received cash interest payments of $5.1 million and $5.0 million, from Private Mini during fiscal 2008 and 2007, respectively. The balance of notes receivable from Private Mini at March 31, 2008 was $69.1 million. The largest aggregate amount outstanding during fiscal 2008 was $70.1 million.
The Company currently manages the self-storage properties owned or leased by SAC Holdings, Mercury Partners, L.P. (“Mercury”), Four SAC Self-Storage Corporation (“4 SAC”), Five SAC Self-Storage Corporation (“5 SAC”), Galaxy Investments, L.P. (“Galaxy”) and Private Mini pursuant to a standard form of management agreement, under which the Company receives a management fee of between 4% and 10% of the gross receipts plus reimbursement for certain expenses. The Company received management fees, exclusive of reimbursed expenses, of $23.7 million, $23.5 million and $22.5 million from the above mentioned entities during fiscal 2008, 2007 and 2006, respectively. This management fee is consistent with the fee received for other properties the Company previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini are substantially controlled by Blackwater. Mercury is substantially controlled by Mark V. Shoen. James P. Shoen, a significant shareholder and director of AMERCO, has an interest in Mercury.
The Company leases space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy. Total lease payments pursuant to such leases were $2.1 million, $2.7 million and $2.7 million for fiscal 2008, 2007 and 2006, respectively. The terms of the leases are similar to the terms of leases for other properties owned by unrelated parties that are leased to the Company.
At March 31, 2008, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini acted as U-Haul independent dealers. The financial and other terms of the dealership contracts with the aforementioned companies and their subsidiaries are substantially identical to the terms of those with the Company’s other independent dealers whereby commissions are paid by the Company based upon equipment rental revenue. During fiscal 2008, 2007 and 2006 the Company paid the above mentioned entities $36.0 million, $36.6 million and $36.8 million, respectively in commissions pursuant to such dealership contracts.
These agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini, excluding Dealer Agreements, provided revenues of $43.6 million, expenses of $2.1 million and cash flows of $68.8 million during fiscal 2008. Revenues and commission expenses related to the Dealer Agreements were $170.0 million and $36.0 million, respectively.
In prior years, U-Haul sold various properties to SAC Holdings at prices in excess of U-Haul’s carrying values resulting in gains which U-Haul deferred and treated as additional paid-in capital. The transferred properties have historically been stated at the original cost basis as the gains were eliminated in consolidation. In March 2004, a portion of these deferred gains were recognized and treated as contributions from a related party in the amount of $111.0 million as a result of the deconsolidation of SAC Holding Corporation. In November 2007, the remaining portion of these deferred gains were recognized and treated as contributions from a related party in the amount of $46.1 million as a result of the deconsolidation of SAC Holding II Corporation.
On September 1, 2007, SAC Holding Corporation issued a promissory note to U-Haul. As part of the note, the Company reclassified $20.0 million of deferred interest due from SAC Holding Corporation to a note receivable. The note accrues interest at 9.0% per annum with interest payments due monthly and a final maturity in 2019.
During the second quarter of fiscal 2008, the Company received $20.1 million from SAC Holding Corporation as full repayment for one of its junior notes.
In December 2007, Real Estate paid cash for the purchase of a parcel of land from 5 SAC for $0.5 million.
F-36
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Related Party Assets
March 31,
2008
2007
(In thousands)
Private Mini notes, receivables and interest
$
71,038
$
71,785
Oxford note receivable from SAC Holdings
-
5,040
U-Haul notes receivable from SAC Holdings (a)
198,144
123,578
U-Haul interest receivable from SAC Holdings (a)
4,498
23,361
U-Haul receivable from SAC Holdings (a)
20,617
16,596
U-Haul receivable from Mercury
6,791
4,278
Other
2,798
541
$
303,886
$
245,179
(a) Fiscal 2008 includes both SAC Holding I and SAC Holding II, whereas fiscal 2007 includes SAC Holding I. This is due to the deconsolidation of SAC Holding II effective October 31, 2007.
Note 20: Statutory Financial Information of Insurance Subsidiaries
Applicable laws and regulations of the State of Arizona require RepWest and Oxford to maintain minimum capital and surplus determined in accordance with statutory accounting principles. Audited statutory net income (loss) and statutory capital and surplus for the years-ended are listed below:
Year Ended December 31,
2007
2006
2005
(In thousands)
RepWest:
Audited statutory net income
$
11,000
$
8,980
$
1,825
Audited statutory capital and surplus
110,197
101,236
89,824
NAFCIC:
Audited statutory net income (loss)
(95
)
517
(82
)
Audited statutory capital and surplus
3,013
4,512
3,681
Oxford:
Audited statutory net income
13,038
14,869
10,237
Audited statutory capital and surplus
124,015
112,998
101,466
CFLIC:
Audited statutory net income
4,066
2,652
1,470
Audited statutory capital and surplus
25,075
21,040
22,455
NAI:
Audited statutory net income
6,374
6,198
3,076
Audited statutory capital and surplus
15,824
17,432
16,150
DGLIC*:
Audited statutory net income (loss)
337
(700
)
-
Audited statutory capital and surplus
4,199
4,354
-
* Acquired by CFLIC February 28, 2006.
The amount of dividends that can be paid to shareholders by insurance companies domiciled in the State of Arizona is limited. Any dividend in excess of the limit requires prior regulatory approval. The statutory surplus for Oxford at December 31, 2007 that could be distributed as ordinary dividends was $12.2 million. RepWest paid $27.0 million in non-cash dividends to its parent during 2005; payment was effected by a reduction in intercompany accounts. The statutory surplus for RepWest at December 31, 2007 that could be distributed as ordinary dividends was $11.0 million.
F-37
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 21: Financial Information by Geographic Area
Financial information by geographic area for fiscal 2008 is as follows:
Year Ended
United States
Canada
Consolidated
(All amounts are in thousands U.S. $'s)
March 31, 2008
Total revenues
$
1,938,505
$
110,669
$
2,049,174
Depreciation and amortization, net of (gains) losses on disposal
225,774
9,289
235,063
Interest expense
100,685
735
101,420
Pretax earnings
100,151
2,151
102,302
Income tax expense
32,855
1,663
34,518
Identifiable assets
3,724,542
107,945
3,832,487
Financial information by geographic area for fiscal 2007 is as follows:
Year Ended
United States
Canada
Consolidated
(All amounts are in thousands U.S. $'s)
March 31, 2007
Total revenues
$
1,977,818
$
91,480
$
2,069,298
Depreciation and amortization, net of (gains) losses on disposal
199,485
7,242
206,727
Interest expense
81,882
554
82,436
Pretax earnings (losses)
149,169
(3,346
)
145,823
Income tax expense (benefit)
56,037
(767
)
55,270
Identifiable assets
3,434,353
88,695
3,523,048
Financial information by geographic area for fiscal 2006 is as follows:
Year Ended
United States
Canada
Consolidated
(All amounts are in thousands U.S. $'s)
March 31, 2006
Total revenues
$
2,003,192
$
84,333
$
2,087,525
Depreciation and amortization, net of (gains) losses on disposal
160,297
6,781
167,078
Interest expense
68,722
759
69,481
Pretax earnings
199,847
426
200,273
Income tax expense
78,335
784
79,119
Identifiable assets
3,298,572
68,646
3,367,218
F-38
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 21A: Consolidating Financial Information by Industry Segment
AMERCO has four reportable segments. They are Moving and Storage, Property and Casualty Insurance, Life Insurance and SAC Holding II. Management tracks revenues separately, but does not report any separate measure of the profitability for rental vehicles, rentals of self-storage spaces and sales of products that are required to be classified as a separate operating segment and accordingly does not present these as separate reportable segments. Deferred income taxes are shown as liabilities on the condensed consolidating statements.
The consolidated balance sheet as of March 31, 2008 includes the accounts of AMERCO and its wholly-owned subsidiaries. The consolidated balance sheet as of March 31, 2007 includes the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holding II and its subsidiaries. The March 31, 2008 statements of operations and cash flows include AMERCO and its wholly-owned subsidiaries for the entire year, and reflect SAC Holding II and its subsidiaries for the seven months ended October 31, 2007. The March 31, 2007 and 2006 statements of operations and cash flows include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holding II and its subsidiaries.
AMERCO’s four reportable segments are:
(a)
Moving and Storage, comprised of AMERCO, U-Haul, and Real Estate and the subsidiaries of U-Haul and Real Estate
(b)
Property and Casualty Insurance, comprised of RepWest and its wholly-owned subsidiaries
(c)
Life Insurance, comprised of Oxford and its wholly-owned subsidiaries
(d)
SAC Holding II and its subsidiaries (through October 2007)
The information includes elimination entries necessary to consolidate AMERCO, the parent, with its subsidiaries and SAC Holding II and its subsidiaries through October 2007.
Investments in subsidiaries are accounted for by the parent using the equity method of accounting.
F-39
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 21A: Financial Information by Consolidating Industry Segment:
Consolidating balance sheets by industry segment as of March 31, 2008 are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO
U-Haul
Real Estate
Eliminations
Moving & Storage
Consolidated
Property & Casualty Insurance (a)
Life
Insurance (a)
Eliminations
AMERCO
Consolidated
(In thousands)
Assets:
Cash and cash equivalents
$
30
$
191,220
$
-
$
-
$
191,250
$
6,848
$
8,524
$
-
$
206,622
Reinsurance recoverables and trade receivables, net
-
20,529
27
-
20,556
170,305
10,255
-
201,116
Notes and mortgage receivables, net
-
1,158
930
-
2,088
-
-
-
2,088
Inventories, net
-
65,349
-
-
65,349
-
-
-
65,349
Prepaid expenses
4,508
51,418
233
-
56,159
-
-
-
56,159
Investments, fixed maturities and marketable equities
-
-
-
-
-
144,171
489,613
-
633,784
Investments, other
-
838
13,515
-
14,353
80,786
90,452
-
185,591
Deferred policy acquisition costs, net
-
-
-
-
-
30
35,548
-
35,578
Other assets
8
97,285
30,494
-
127,787
2,808
543
-
131,138
Related party assets
1,164,092
244,801
29,198
(1,131,730
)
(c)
306,361
7,067
-
(9,542
)
(c)
303,886
1,168,638
672,598
74,397
(1,131,730
)
783,903
412,015
634,935
(9,542
)
1,821,311
Investment in subsidiaries
(234,927
)
-
-
534,247
(b)
299,320
-
-
(299,320
)
(b)
-
Property, plant and equipment, at cost:
Land
-
44,224
163,940
-
208,164
-
-
-
208,164
Buildings and improvements
-
109,826
750,056
-
859,882
-
-
-
859,882
Furniture and equipment
304
291,561
18,095
-
309,960
-
-
-
309,960
Rental trailers and other rental equipment
-
205,572
-
-
205,572
-
-
-
205,572
Rental trucks
-
1,734,425
-
-
1,734,425
-
-
-
1,734,425
304
2,385,608
932,091
-
3,318,003
-
-
-
3,318,003
Less: Accumulated depreciation
(242
)
(999,040
)
(307,545
)
-
(1,306,827
)
-
-
-
(1,306,827
)
Total property, plant and equipment
62
1,386,568
624,546
-
2,011,176
-
-
-
2,011,176
Total assets
$
933,773
$
2,059,166
$
698,943
$
(597,483
)
$
3,094,399
$
412,015
$
634,935
$
(308,862
)
$
3,832,487
(a) Balances as of December 31, 2007
(b) Eliminate investment in subsidiaries
(c) Eliminate intercompany receivables and payables
F-40
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating balance sheets by industry segment as of March 31, 2008 are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO
U-Haul
Real Estate
Eliminations
Moving & Storage
Consolidated
Property & Casualty Insurance (a)
Life
Insurance (a)
Eliminations
AMERCO
Consolidated
(In thousands)
Liabilities:
Accounts payable and accrued expenses
$
924
$
281,666
$
4,903
$
-
$
287,493
$
-
$
5,033
$
-
$
292,526
AMERCO's notes and loans payable
-
630,533
874,144
-
1,504,677
-
-
-
1,504,677
Policy benefits and losses, claims and loss expenses payable
-
360,308
-
-
360,308
291,318
137,748
-
789,374
Liabilities from investment contracts
-
-
-
-
-
-
339,198
-
339,198
Other policyholders' funds and liabilities
-
-
-
-
-
6,854
3,613
-
10,467
Deferred income
-
11,781
-
-
11,781
-
-
-
11,781
Deferred income taxes
167,523
-
-
-
167,523
(36,783
)
(4,707
)
-
126,033
Related party liabilities
-
1,135,916
-
(1,131,730
)
(c)
4,186
2,048
3,308
(9,542
)
(c)
-
Total liabilities
168,447
2,420,204
879,047
(1,131,730
)
2,335,968
263,437
484,193
(9,542
)
3,074,056
Stockholders' equity :
Series preferred stock:
Series A preferred stock
-
-
-
-
-
-
-
-
-
Series B preferred stock
-
-
-
-
-
-
-
-
-
Series A common stock
-
-
-
-
-
-
-
-
-
Common stock
10,497
540
1
(541
)
(b)
10,497
3,300
2,500
(5,800
)
(b)
10,497
Additional paid-in capital
419,370
121,230
147,481
(268,711
)
(b)
419,370
86,121
26,271
(112,392
)
(b)
419,370
Accumulated other comprehensive income (loss)
(55,279
)
(56,870
)
-
56,870
(b)
(55,279
)
63
1,528
(1,591
)
(b)
(55,279
)
Retained earnings (deficit)
915,415
(419,043
)
(327,586
)
746,629
(b)
915,415
59,094
120,443
(179,537
)
(b)
915,415
Cost of common shares in treasury, net
(524,677
)
-
-
-
(524,677
)
-
-
-
(524,677
)
Unearned employee stock ownership plan shares
-
(6,895
)
-
-
(6,895
)
-
-
-
(6,895
)
Total stockholders' equity (deficit)
765,326
(361,038
)
(180,104
)
534,247
758,431
148,578
150,742
(299,320
)
758,431
Total liabilities and stockholders' equity
$
933,773
$
2,059,166
$
698,943
$
(597,483
)
$
3,094,399
$
412,015
$
634,935
$
(308,862
)
$
3,832,487
(a) Balances as of December 31, 2007
(b) Eliminate investment in subsidiaries
(c) Eliminate intercompany receivables and payables
F-41
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating balance sheets by industry segment as of March 31, 2007 are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Moving & Storage
Consolidated
Property & Casualty Insurance (a)
Life
Insurance (a)
Eliminations
AMERCO
Consolidated
SAC Holding II
Eliminations
Total Consolidated
(In thousands)
Assets:
Cash and cash equivalents
$
9
$
63,490
$
807
$
-
$
64,306
$
4,228
$
6,738
$
-
$
75,272
$
-
$
-
$
75,272
Reinsurance recoverables and trade receivables, net
-
18,343
27
-
18,370
155,172
11,075
-
184,617
-
-
184,617
Notes and mortgage receivables, net
-
1,236
433
-
1,669
-
-
-
1,669
-
-
1,669
Inventories, net
-
65,646
-
-
65,646
-
-
-
65,646
1,377
-
67,023
Prepaid expenses
11,173
40,586
30
-
51,789
-
-
-
51,789
291
-
52,080
Investments, fixed maturities and marketable equities
-
-
-
-
-
156,540
525,261
-
681,801
-
-
681,801
Investments, other
-
1,119
10,714
-
11,833
74,716
92,150
-
178,699
-
-
178,699
Deferred policy acquisition costs, net
-
-
-
-
-
196
44,318
-
44,514
-
-
44,514
Other assets
12
56,264
31,794
-
88,070
1,744
833
-
90,647
4,476
-
95,123
Related party assets
1,180,929
251,288
12,663
(1,113,379
)
(d)
331,501
9,909
5,040
(20,840
)
(d)
325,610
5
(80,436
)
(d)
245,179
1,192,123
497,972
56,468
(1,113,379
)
633,184
402,505
685,415
(20,840
)
1,700,264
6,149
(80,436
)
1,625,977
Investment in subsidiaries
(235,860
)
-
-
514,745
(c)
278,885
-
-
(278,885
)
(c)
-
-
-
-
Investment in SAC Holding II
(9,256
)
-
-
-
(9,256
)
-
-
-
(9,256
)
-
9,256
(c)
-
Total investment in subsidiaries and SAC Holding II
(245,116
)
-
-
514,745
269,629
-
-
(278,885
)
(9,256
)
-
9,256
-
Property, plant and equipment, at cost:
Land
-
39,868
163,049
-
202,917
-
-
-
202,917
-
-
202,917
Buildings and improvements
-
103,542
698,747
-
802,289
-
-
-
802,289
-
-
802,289
Furniture and equipment
4,588
279,219
17,944
-
301,751
-
-
-
301,751
-
-
301,751
Rental trailers and other rental equipment
-
200,208
-
-
200,208
-
-
-
200,208
-
-
200,208
Rental trucks
-
1,604,123
-
-
1,604,123
-
-
-
1,604,123
-
-
1,604,123
SAC Holding II - property, plant and equipment (b)
-
-
-
-
-
-
-
-
-
154,561
(74,212
)
(e)
80,349
4,588
2,226,960
879,740
-
3,111,288
-
-
-
3,111,288
154,561
(74,212
)
3,191,637
Less: Accumulated depreciation
(627
)
(995,028
)
(296,563
)
-
(1,292,218
)
-
-
-
(1,292,218
)
(12,573
)
10,225
(e)
(1,294,566
)
Total property, plant and equipment
3,961
1,231,932
583,177
-
1,819,070
-
-
-
1,819,070
141,988
(63,987
)
1,897,071
Total assets
$
950,968
$
1,729,904
$
639,645
$
(598,634
)
$
2,721,883
$
402,505
$
685,415
$
(299,725
)
$
3,510,078
$
148,137
$
(135,167
)
$
3,523,048
(a) Balances as of December 31, 2006
(b) Included in this caption is land of $57,169, buildings and improvements of $96,879, and furniture and equipment of $513
(c) Eliminate investment in subsidiaries and SAC Holding II
(d) Eliminate intercompany receivables and payables
(e) Eliminate gain on sale of property from U-Haul to SAC Holding II
F-42
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating balance sheets by industry segment as of March 31, 2007 are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Moving & Storage
Consolidated
Property & Casualty Insurance (a)
Life
Insurance (a)
Eliminations
AMERCO
Consolidated
SAC Holding II
Eliminations
Total Consolidated
(In thousands)
Liabilities:
Accounts payable and accrued expenses
$
926
$
236,830
$
4,973
$
-
$
242,729
$
-
$
7,083
$
-
$
249,812
$
1,385
$
-
$
251,197
AMERCO's notes and loans payable
-
406,458
774,707
-
1,181,165
-
-
-
1,181,165
-
-
1,181,165
SAC Holding II Corporation notes and loans
payable, non-recourse to AMERCO
-
-
-
-
-
-
-
-
-
74,887
-
74,887
Policy benefits and losses,
claims and loss expenses payable
-
330,602
-
-
330,602
291,241
146,908
-
768,751
-
-
768,751
Liabilities from investment contracts
-
-
-
-
-
-
386,640
-
386,640
-
-
386,640
Other policyholders' funds and liabilities
-
-
-
-
-
7,633
2,930
-
10,563
-
-
10,563
Deferred income
-
15,629
-
-
15,629
-
-
-
15,629
849
-
16,478
Deferred income taxes
186,594
-
-
-
186,594
(41,223
)
(3,167
)
-
142,204
(2,263
)
(26,771
)
(d)
113,170
Related party liabilities
-
1,077,090
46,139
(1,113,379
)
(c)
9,850
2,411
8,579
(20,840
)
(c)
-
82,535
(80,436
)
(c)
2,099
Total liabilities
187,520
2,066,609
825,819
(1,113,379
)
1,966,569
260,062
548,973
(20,840
)
2,754,764
157,393
(107,207
)
2,804,950
Stockholders' equity:
Series preferred stock:
Series A preferred stock
-
-
-
-
-
-
-
-
-
-
-
-
Series B preferred stock
-
-
-
-
-
-
-
-
-
-
-
-
Series A common stock
-
-
-
-
-
-
-
-
-
-
-
-
Common stock
10,497
540
1
(541
)
(b)
10,497
3,300
2,500
(5,800
)
(b)
10,497
-
-
10,497
Additional paid-in capital
421,483
121,230
147,481
(268,711
)
(b)
421,483
86,121
26,271
(112,392
)
(b)
421,483
-
(46,071
)
(d)
375,412
Additional paid-in capital - SAC Holding II
-
-
-
-
-
-
-
-
-
4,492
(4,492
)
-
Accumulated other comprehensive loss
(41,779
)
(41,454
)
-
41,454
(b)
(41,779
)
(163
)
(192
)
355
(b)
(41,779
)
-
-
(41,779
)
Retained earnings (deficit)
840,445
(408,887
)
(333,656
)
742,543
(b)
840,445
53,185
107,863
(161,048
)
(b)
840,445
(13,748
)
22,603
(b,d
)
849,300
Cost of common shares in treasury, net
(467,198
)
-
-
-
(467,198
)
-
-
-
(467,198
)
-
-
(467,198
)
Unearned employee stock ownership plan shares
-
(8,134
)
-
-
(8,134
)
-
-
-
(8,134
)
-
-
(8,134
)
Total stockholders' equity (deficit)
763,448
(336,705
)
(186,174
)
514,745
755,314
142,443
136,442
(278,885
)
755,314
(9,256
)
(27,960
)
718,098
Total liabilities and stockholders' equity
$
950,968
$
1,729,904
$
639,645
$
(598,634
)
$
2,721,883
$
402,505
$
685,415
$
(299,725
)
$
3,510,078
$
148,137
$
(135,167
)
$
3,523,048
(a) Balances as of December 31, 2006
(b) Eliminate investment in subsidiaries and SAC Holding II
(c) Eliminate intercompany receivables and payables
(d) Eliminate gain on sale of property from U-Haul to SAC Holding II
F-43
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating statements of operations by industry segment for period ending March 31, 2008 are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Moving & Storage
Consolidated
Property & Casualty Insurance (a)
Life
Insurance (a)
Eliminations
AMERCO
Consolidated
SAC Holding II (h)
Eliminations
Total Consolidated
(In thousands)
Revenues:
Self-moving equipment rentals
$
-
$
1,451,292
$
-
$
-
$
1,451,292
$
-
$
-
$
-
$
1,451,292
$
5,846
$
(5,846
)
(b)
$
1,451,292
Self-storage revenues
-
108,965
1,814
-
110,779
-
-
-
110,779
11,469
-
122,248
Self-moving & self-storage products & service sales
-
207,759
-
-
207,759
-
-
-
207,759
10,039
-
217,798
Property management fees
-
24,520
-
-
24,520
-
-
-
24,520
-
(1,700
)
(g)
22,820
Life insurance premiums
-
-
-
-
-
-
111,996
-
111,996
-
-
111,996
Property and casualty insurance premiums
-
-
-
-
-
28,388
-
-
28,388
-
-
28,388
Net investment and interest income
4,498
30,250
158
-
34,906
12,090
20,935
(1,771
)
(b,d
)
66,160
-
(4,050
)
(d)
62,110
Other revenue
-
33,645
70,163
(74,834
)
(b)
28,974
-
4,517
(1,303
)
(b)
32,188
748
(414
)
(b)
32,522
Total revenues
4,498
1,856,431
72,135
(74,834
)
1,858,230
40,478
137,448
(3,074
)
2,033,082
28,102
(12,010
)
2,049,174
Costs and expenses:
Operating expenses
10,071
1,094,806
9,862
(74,834
)
(b)
1,039,905
11,999
23,847
(10,453
)
(b,c,d
)
1,065,298
13,510
(1,700
)
(g)
1,077,108
Commission expenses
-
173,791
-
-
173,791
-
-
-
173,791
-
(5,846
)
(b)
167,945
Cost of sales
-
115,018
-
-
115,018
-
-
-
115,018
5,192
-
120,210
Benefits and losses
-
-
-
-
-
19,045
83,408
8,742
(c)
111,195
-
-
111,195
Amortization of deferred policy acquisition costs
-
-
-
-
-
190
12,991
-
13,181
-
-
13,181
Lease expense
94
135,401
50
-
135,545
-
-
(1,200
)
(b)
134,345
-
(414
)
(b)
133,931
Depreciation, net of (gains) losses on disposals
515
220,696
(476
)
-
220,735
-
-
-
220,735
1,474
(327
)
(e)
221,882
Total costs and expenses
10,680
1,739,712
9,436
(74,834
)
1,684,994
31,234
120,246
(2,911
)
1,833,563
20,176
(8,287
)
1,845,452
Equity in earnings of subsidiaries
15,426
-
-
4,086
(f)
19,512
-
-
(19,512
)
(f)
-
-
-
-
Equity in earnings of SAC Holding II
222
-
-
-
222
-
-
-
222
-
(222
)
(f)
-
Total - equity in earnings of subsidiaries and SAC Holding II
15,648
-
-
4,086
19,734
-
-
(19,512
)
222
-
(222
)
-
Earnings from operations
9,466
116,719
62,699
4,086
192,970
9,244
17,202
(19,675
)
199,741
7,926
(3,945
)
203,722
Interest income (expense)
88,613
(136,041
)
(50,668
)
-
(98,096
)
-
-
163
(d)
(97,933
)
(7,537
)
4,050
(d)
(101,420
)
Pretax earnings (loss)
98,079
(19,322
)
12,031
4,086
94,874
9,244
17,202
(19,512
)
101,808
389
105
102,302
Income tax benefit (expense)
(30,498
)
9,166
(5,961
)
-
(27,293
)
(3,335
)
(3,599
)
-
(34,227
)
(167
)
(124
)
(e)
(34,518
)
Net earnings (loss)
67,581
(10,156
)
6,070
4,086
67,581
5,909
13,603
(19,512
)
67,581
222
(19
)
67,784
Less: Preferred stock dividends
(12,963
)
-
-
-
(12,963
)
-
-
-
(12,963
)
-
-
(12,963
)
Earnings (loss) available to common shareholders
$
54,618
$
(10,156
)
$
6,070
$
4,086
$
54,618
$
5,909
$
13,603
$
(19,512
)
$
54,618
$
222
$
(19
)
$
54,821
(a) Balances for the year ended December 31, 2007
(b) Eliminate intercompany lease income and commission income
(c ) Eliminate intercompany expenses
(d) Eliminate intercompany interest on debt
(e) Eliminate gain on sale of surplus property from U-Haul to SAC Holding II
(f) Eliminate equity in earnings of subsidiaries and equity in earnings of SAC Holding II
(g) Eliminate management fees charged to SAC Holding II and other intercompany operating expenses
(h) Activity for the seven months ended October 2007, prior to deconsolidation
F-44
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating statements of operations by industry segment for period ending March 31, 2007 are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Moving & Storage
Consolidated
Property & Casualty Insurance (a)
Life
Insurance (a)
Eliminations
AMERCO
Consolidated
SAC Holding II
Eliminations
Total Consolidated
(In thousands)
Revenues:
Self-moving equipment rentals
$
-
$
1,462,470
$
-
$
-
$
1,462,470
$
-
$
-
$
-
$
1,462,470
$
9,225
$
(9,225
)
(b)
$
1,462,470
Self-storage revenues
-
104,725
1,773
-
106,498
-
-
-
106,498
19,926
-
126,424
Self-moving & self-storage products & service sales
-
208,677
-
-
208,677
-
-
-
208,677
16,045
-
224,722
Property management fees
-
23,951
-
-
23,951
-
-
-
23,951
-
(2,797
)
(g)
21,154
Life insurance premiums
-
-
-
-
-
-
121,590
(1,191
)
(c)
120,399
-
-
120,399
Property and casualty insurance premiums
-
-
-
-
-
24,335
-
-
24,335
-
-
24,335
Net investment and interest income
4,867
29,294
-
-
34,161
14,151
22,490
(4,071
)
(b,d
)
66,731
-
(7,035
)
(d)
59,696
Other revenue
204
31,403
67,436
(73,049
)
(b)
25,994
-
4,740
(1,333
)
(b)
29,401
1,407
(710
)
(b)
30,098
Total revenues
5,071
1,860,520
69,209
(73,049
)
1,861,751
38,486
148,820
(6,595
)
2,042,462
46,603
(19,767
)
2,069,298
Costs and expenses:
Operating expenses
12,096
1,085,619
8,843
(73,049
)
(b)
1,033,509
8,787
30,871
(12,531
)
(b,c,d
)
1,060,636
22,573
(2,797
)
(g)
1,080,412
Commission expenses
-
172,124
-
-
172,124
-
-
-
172,124
-
(9,225
)
(b)
162,899
Cost of sales
-
110,163
-
-
110,163
-
-
-
110,163
7,485
-
117,648
Benefits and losses
-
-
-
-
-
21,901
88,347
8,477
(c)
118,725
-
-
118,725
Amortization of deferred policy acquisition costs
-
-
-
-
-
2,057
15,081
-
17,138
-
-
17,138
Lease expense
88
149,649
853
-
150,590
-
-
(2,221
)
(b)
148,369
-
(710
)
(b)
147,659
Depreciation, net of (gains) losses on disposals
293
180,560
6,605
-
187,458
-
-
-
187,458
2,691
(560
)
(e)
189,589
Total costs and expenses
12,477
1,698,115
16,301
(73,049
)
1,653,844
32,745
134,299
(6,275
)
1,814,613
32,749
(13,292
)
1,834,070
Equity in earnings of subsidiaries
35,269
-
-
(25,766
)
(f)
9,503
-
-
(9,503
)
(f)
-
-
-
-
Equity in earnings of SAC Holding II
527
-
-
-
527
-
-
-
527
-
(527
)
(f)
-
Total - equity in earnings of subsidiaries and SAC Holding II
35,796
-
-
(25,766
)
10,030
-
-
(9,503
)
527
-
(527
)
-
Earnings from operations
28,390
162,405
52,908
(25,766
)
217,937
5,741
14,521
(9,823
)
228,376
13,854
(7,002
)
235,228
Interest income (expense)
89,026
(114,051
)
(51,704
)
-
(76,729
)
-
-
320
(d)
(76,409
)
(13,062
)
7,035
(d)
(82,436
)
Fees and amortization on early extinguishment of debt
-
(302
)
(6,667
)
-
(6,969
)
-
-
-
(6,969
)
-
-
(6,969
)
Pretax earnings (loss)
117,416
48,052
(5,463
)
(25,766
)
134,239
5,741
14,521
(9,503
)
144,998
792
33
145,823
Income tax benefit (expense)
(27,211
)
(17,948
)
1,125
-
(44,034
)
(5,896
)
(4,863
)
-
(54,793
)
(265
)
(212
)
(e)
(55,270
)
Net earnings (loss)
90,205
30,104
(4,338
)
(25,766
)
90,205
(155
)
9,658
(9,503
)
90,205
527
(179
)
90,553
Less: Preferred stock dividends
(12,963
)
-
-
-
(12,963
)
-
-
-
(12,963
)
-
-
(12,963
)
Earnings (loss) available to common shareholders
$
77,242
$
30,104
$
(4,338
)
$
(25,766
)
$
77,242
$
(155
)
$
9,658
$
(9,503
)
$
77,242
$
527
$
(179
)
$
77,590
(a) Balances for the year ended December 31, 2006
(b) Eliminate intercompany lease income and commission income
(c ) Eliminate intercompany premiums and expenses
(d) Eliminate intercompany interest on debt
(e) Eliminate gain on sale of surplus property from U-Haul to SAC Holding II
(f) Eliminate equity in earnings of subsidiaries and equity in earnings of SAC Holding II
(g) Eliminate management fees charged to SAC Holding II and other intercompany operating expenses
F-45
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating statements of operations by industry segment for period ending March 31, 2006 are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Eliminations
Moving & Storage
Consolidated
Property & Casualty Insurance (a)
Life
Insurance (a)
Eliminations
AMERCO
Consolidated
SAC Holding II
Eliminations
Total Consolidated
(In thousands)
Revenues:
Self-moving equipment rentals
$
-
$
1,489,429
$
-
$
-
$
1,489,429
$
-
$
-
$
-
$
1,489,429
$
9,498
$
(9,498
)
(b)
$
1,489,429
Self-storage revenues
-
99,060
1,813
-
100,873
-
-
-
100,873
18,869
-
119,742
Self-moving & self-storage products & service sales
-
207,119
-
-
207,119
-
-
-
207,119
16,602
-
223,721
Property management fees
-
23,988
-
-
23,988
-
-
-
23,988
-
(2,793
)
(g)
21,195
Life insurance premiums
-
-
-
-
-
-
120,352
(1,519
)
(c)
118,833
-
-
118,833
Property and casualty insurance premiums
-
-
-
-
-
26,001
-
-
26,001
-
-
26,001
Net investment and interest income
5,108
24,894
23
-
30,025
11,357
21,964
(8,358
)
(b,d
)
54,988
-
(6,709
)
(d)
48,279
Other revenue
459
39,303
61,910
(66,778
)
(b)
34,894
-
5,764
(893
)
(b)
39,765
1,270
(710
)
(b)
40,325
Total revenues
5,567
1,883,793
63,746
(66,778
)
1,886,328
37,358
148,080
(10,770
)
2,060,996
46,239
(19,710
)
2,087,525
Costs and expenses:
Operating expenses
12,722
1,085,602
6,197
(66,778
)
(b)
1,037,743
10,769
27,009
(13,479
)
(b, c, d
)
1,062,042
22,909
(2,793
)
(g)
1,082,158
Commission expenses
-
175,459
-
-
175,459
-
-
-
175,459
-
(9,498
)
(b)
165,961
Cost of sales
-
105,872
-
-
105,872
-
-
-
105,872
7,263
-
113,135
Benefits and losses
-
-
-
-
-
22,590
85,732
8,838
(c)
117,160
-
-
117,160
Amortization of deferred policy acquisition costs
-
-
-
-
-
2,855
21,406
-
24,261
-
-
24,261
Lease expense
81
143,344
66
-
143,491
-
-
(6,129
)
(b)
137,362
-
(710
)
(b)
136,652
Depreciation, net of (gains) losses on disposals
79
131,803
9,071
-
140,953
-
-
-
140,953
2,424
(560
)
(e)
142,817
Total costs and expenses
12,882
1,642,080
15,334
(66,778
)
1,603,518
36,214
134,147
(10,770
)
1,763,109
32,596
(13,561
)
1,782,144
Equity in earnings of subsidiaries
163,004
-
-
(153,424
)
(f)
9,580
-
-
(9,580
)
(f)
-
-
-
-
Equity in earnings of SAC Holding II
384
-
-
-
384
-
-
-
384
-
(384
)
(f)
-
Total - equity in earnings of subsidiaries and SAC Holding II
163,388
-
-
(153,424
)
9,964
-
-
(9,580
)
384
-
(384
)
-
Earnings from operations
156,073
241,713
48,412
(153,424
)
292,774
1,144
13,933
(9,580
)
298,271
13,643
(6,533
)
305,381
Interest expense
(24,636
)
(14,383
)
(24,331
)
-
(63,350
)
-
-
-
(63,350
)
(12,840
)
6,709
(d)
(69,481
)
Fees and amortization on early extinguishment of debt
(35,627
)
-
-
-
(35,627
)
-
-
-
(35,627
)
-
-
(35,627
)
Pretax earnings
95,810
227,330
24,081
(153,424
)
193,797
1,144
13,933
(9,580
)
199,294
803
176
200,273
Income tax benefit (expense)
24,996
(87,910
)
(10,077
)
-
(72,991
)
(513
)
(4,984
)
-
(78,488
)
(419
)
(212
)
(e)
(79,119
)
Net earnings
120,806
139,420
14,004
(153,424
)
120,806
631
8,949
(9,580
)
120,806
384
(36
)
121,154
Less: Preferred stock dividends
(12,963
)
-
-
-
(12,963
)
-
-
-
(12,963
)
-
-
(12,963
)
Earnings available to common shareholders
$
107,843
$
139,420
$
14,004
$
(153,424
)
$
107,843
$
631
$
8,949
$
(9,580
)
$
107,843
$
384
$
(36
)
$
108,191
(a) Balances for the year ended December 31, 2005
(b) Eliminate intercompany lease income and commission income
(c ) Eliminate intercompany premiums and expenses
(d) Eliminate intercompany interest on debt
(e) Eliminate gain on sale of surplus property from U-Haul to SAC Holding II
(f) Eliminate equity in earnings of subsidiaries and equity in earnings of SAC Holding II
(g) Eliminate management fees charged to SAC Holding II and other intercompany operating expenses
F-46
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating cash flow statements by industry segment for the year ended March 31, 2008, are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Elimination
Moving & Storage
Consolidated
Property &
Casualty
Insurance (a)
Life
Insurance (a)
Elimination
AMERCO
Consolidated
SAC Holding II (b)
Elimination
Total
Consolidated
Cash flows from operating activities:
(In thousands)
Net earnings (loss)
$
67,581
$
(10,156
)
$
6,070
$
4,086
$
67,581
$
5,909
$
13,603
$
(19,512
)
$
67,581
$
222
$
(19
)
$
67,784
Earnings from consolidated entities
(15,648
)
-
-
(4,086
)
(19,734
)
-
-
19,512
(222
)
-
222
-
Adjustments to reconcile net earnings to cash provided by operations:
Depreciation
515
214,246
11,730
-
226,491
-
-
-
226,491
1,634
(327
)
227,798
Amortization of deferred policy acquisition costs
-
-
-
-
-
190
12,991
-
13,181
-
-
13,181
Change in allowance for losses on trade receivables
-
23
-
-
23
-
53
-
76
-
-
76
Change in allowance for losses on mortgage notes
-
(39
)
-
-
(39
)
-
-
-
(39
)
-
-
(39
)
Provision for inventory reserve
-
2,746
-
-
2,746
-
-
-
2,746
-
-
2,746
Net (gain) loss on sale of real and personal property
-
6,450
(12,206
)
-
(5,756
)
-
-
-
(5,756
)
(160
)
-
(5,916
)
Net loss on sale of investments
-
-
-
-
-
51
241
-
292
-
-
292
Write-off of unamortized debt issuance costs
-
-
-
-
-
-
-
-
-
-
-
-
Deferred income taxes
(11,222
)
91
-
-
(11,131
)
4,318
(3,488
)
-
(10,301
)
146
124
(10,031
)
Net change in other operating assets and liabilities:
Reinsurance recoverables and trade receivables
-
(2,209
)
-
-
(2,209
)
(15,133
)
766
-
(16,576
)
-
-
(16,576
)
Inventories
-
(2,449
)
-
-
(2,449
)
-
-
-
(2,449
)
4
-
(2,445
)
Prepaid expenses
6,665
(10,847
)
(203
)
-
(4,385
)
-
-
-
(4,385
)
47
-
(4,338
)
Capitalization of deferred policy acquisition costs
-
-
-
-
-
(24
)
(7,455
)
-
(7,479
)
-
-
(7,479
)
Other assets
4
3,602
1,470
-
5,076
(1,065
)
290
-
4,301
(1,008
)
-
3,293
Related party assets
6,007
6,493
12,645
-
25,145
2,842
5,040
-
33,027
5
-
33,032
Accounts payable and accrued expenses
7,571
20,200
(4,316
)
-
23,455
-
(1,231
)
-
22,224
680
-
22,904
Policy benefits and losses, claims and loss expenses payable
-
29,747
-
-
29,747
77
(9,160
)
-
20,664
-
-
20,664
Other policyholders' funds and liabilities
-
-
-
-
-
(779
)
683
-
(96
)
-
-
(96
)
Deferred income
-
(3,948
)
-
-
(3,948
)
-
-
-
(3,948
)
(48
)
-
(3,996
)
Related party liabilities
-
(6,220
)
-
-
(6,220
)
(363
)
(5,271
)
-
(11,854
)
287
-
(11,567
)
Net cash provided (used) by operating activities
61,473
247,730
15,190
-
324,393
(3,977
)
7,062
-
327,478
1,809
-
329,287
Cash flows from investing activities:
Purchases of:
Property, plant and equipment
(1,841
)
(507,883
)
(59,105
)
-
(568,829
)
-
-
-
(568,829
)
(1,381
)
-
(570,210
)
Short term investments
-
-
-
-
-
(82,179
)
(163,166
)
-
(245,345
)
-
-
(245,345
)
Fixed maturities investments
-
-
-
-
-
(29,692
)
(53,959
)
-
(83,651
)
-
-
(83,651
)
Equity securities
-
-
-
-
-
-
(31
)
-
(31
)
-
-
(31
)
Preferred stock
-
-
-
-
-
-
(770
)
-
(770
)
-
-
(770
)
Real estate
-
-
(2,801
)
-
(2,801
)
(297
)
-
-
(3,098
)
-
-
(3,098
)
Mortgage loans
-
-
(497
)
-
(497
)
(1,650
)
(11,910
)
-
(14,057
)
-
-
(14,057
)
Proceeds from sales of:
Property, plant and equipment
-
143,537
22,458
-
165,995
-
-
-
165,995
391
-
166,386
Short term investments
-
-
-
-
-
77,417
168,758
-
246,175
-
-
246,175
Fixed maturities investments
-
-
-
-
-
37,359
94,434
-
131,793
-
-
131,793
Equity securities
-
-
-
-
-
-
46
-
46
-
-
46
Preferred stock
-
-
-
-
-
5,000
625
-
5,625
-
-
5,625
Real estate
-
281
-
-
281
631
-
-
912
-
-
912
Mortgage loans
-
-
-
-
-
8
8,138
-
8,146
-
-
8,146
Payments from notes and mortgage receivables
-
117
-
-
117
-
-
-
117
-
-
117
Net cash provided (used) by investing activities
(1,841
)
(363,948
)
(39,945
)
-
(405,734
)
6,597
42,165
-
(356,972
)
(990
)
-
(357,962
)
(page 1 of 2)
(a) Balance for the period ended December 31, 2007
(b) Activity for the seven months ending October 31, 2007, prior to deconsolidation
F-47
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Continuation of consolidating cash flow statements by industry segment for the year ended March 31, 2008, are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Elimination
Moving & Storage
Consolidated
Property &
Casualty
Insurance (a)
Life
Insurance (a)
Elimination
AMERCO
Consolidated
SAC Holding II (b)
Elimination
Total
Consolidated
Cash flows from financing activities:
(In thousands)
Borrowings from credit facilities
-
415,308
201,402
-
616,710
-
-
-
616,710
-
-
616,710
Principal repayments on credit facilities
-
(192,603
)
(101,965
)
-
(294,568
)
-
-
-
(294,568
)
(819
)
-
(295,387
)
Debt issuance costs
-
(11,806
)
(170
)
-
(11,976
)
-
-
-
(11,976
)
-
-
(11,976
)
Leveraged Employee Stock Ownership Plan - repayments from loan
-
1,239
-
-
1,239
-
-
-
1,239
-
-
1,239
Treasury stock repurchases
(57,478
)
-
-
-
(57,478
)
-
-
-
(57,478
)
-
-
(57,478
)
Securitization deposits
-
(32,775
)
-
-
(32,775
)
-
-
-
(32,775
)
-
-
(32,775
)
Proceeds from (repayment of) intercompany loans
10,830
64,489
(75,319
)
-
-
-
-
-
-
-
-
-
Preferred stock dividends paid
(12,963
)
-
-
-
(12,963
)
-
-
-
(12,963
)
-
-
(12,963
)
Investment contract deposits
-
-
-
-
-
-
18,077
-
18,077
-
-
18,077
Investment contract withdrawals
-
-
-
-
-
-
(65,518
)
-
(65,518
)
-
-
(65,518
)
Net cash provided (used) by financing activities
(59,611
)
243,852
23,948
-
208,189
-
(47,441
)
-
160,748
(819
)
-
159,929
Effects of exchange rate on cash
-
96
-
-
96
-
-
-
96
-
-
96
Increase (decrease) in cash and cash equivalents
21
127,730
(807
)
-
126,944
2,620
1,786
-
131,350
-
-
131,350
Cash and cash equivalents at beginning of period
9
63,490
807
-
64,306
4,228
6,738
-
75,272
-
-
75,272
Cash and cash equivalents at end of period
$
30
$
191,220
$
-
$
-
$
191,250
$
6,848
$
8,524
$
-
$
206,622
$
-
$
-
$
206,622
(page 2 of 2)
(a) Balance for the period ended December 31, 2007
(b) Activity for the seven months ending October 31, 2007, prior to deconsolidation
F-48
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating cash flow statements by industry segment for the year ended March 31, 2007, are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Elimination
Moving & Storage
Consolidated
Property &
Casualty
Insurance (a)
Life
Insurance (a)
Elimination
AMERCO
Consolidated
SAC Holding II
Elimination
Total
Consolidated
Cash flows from operating activities:
(In thousands)
Net earnings (loss)
$
90,205
$
30,104
$
(4,338
)
$
(25,766
)
$
90,205
$
(155
)
$
9,658
$
(9,503
)
$
90,205
$
527
$
(179
)
$
90,553
Earnings from consolidated entities
(35,796
)
-
-
25,766
(10,030
)
-
-
9,503
(527
)
-
527
-
Adjustments to reconcile net earnings to cash provided by operations:
Depreciation
293
172,698
10,984
-
183,975
-
-
-
183,975
2,691
(560
)
186,106
Amortization of deferred policy acquisition costs
-
-
-
-
-
2,057
15,081
-
17,138
-
-
17,138
Changes in allowance for losses on trade receivables
-
(145
)
-
-
(145
)
-
194
-
49
-
-
49
Changes in allowance for losses on mortgage notes
-
(40
)
-
-
(40
)
-
-
-
(40
)
-
-
(40
)
Provision for inventory reserves
-
2,679
-
-
2,679
-
-
-
2,679
-
-
2,679
Net (gain) loss on sale of real and personal property
-
7,862
(4,379
)
-
3,483
-
-
-
3,483
-
-
3,483
Net loss on sale of investments
-
-
-
-
-
559
63
-
622
-
-
622
Write-off of unamortized debt issuance costs
-
302
6,667
-
6,969
-
-
-
6,969
-
-
6,969
Deferred income taxes
5,239
(19
)
-
-
5,220
5,292
(4,456
)
-
6,056
704
212
6,972
Net change in other operating assets and liabilities:
Reinsurance recoverables and trade receivables
-
(859
)
(2
)
-
(861
)
44,736
5,032
-
48,907
-
-
48,907
Inventories
-
(4,718
)
-
-
(4,718
)
-
-
-
(4,718
)
(43
)
-
(4,761
)
Prepaid expenses
(9,122
)
1,193
(30
)
-
(7,959
)
-
-
-
(7,959
)
(246
)
-
(8,205
)
Capitalization of deferred policy acquisition costs
-
-
-
-
-
(1,093
)
(7,075
)
-
(8,168
)
-
-
(8,168
)
Other assets
(10
)
1,111
2,182
-
3,283
284
(395
)
-
3,172
(243
)
-
2,929
Related party assets
(1,479
)
(12,973
)
8
-
(14,444
)
14,384
5,781
-
5,721
2,895
-
8,616
Accounts payable and accrued expenses
(19,561
)
33,125
4,312
-
17,876
-
4,451
-
22,327
331
-
22,658
Policy benefits and losses, claims and loss expenses payable
-
35,298
-
-
35,298
(61,719
)
(13,748
)
-
(40,169
)
-
-
(40,169
)
Other policyholders' funds and liabilities
-
-
-
-
-
2,411
298
-
2,709
-
-
2,709
Deferred income
-
1,215
-
-
1,215
-
-
-
1,215
51
-
1,266
Related party liabilities
(201
)
19,878
-
-
19,677
(1,317
)
(3,507
)
-
14,853
(4,445
)
-
10,408
Net cash provided (used) by operating activities
29,568
286,711
15,404
-
331,683
5,439
11,377
-
348,499
2,222
-
350,721
Cash flows from investing activities:
Purchases of:
Property, plant and equipment
(1,998
)
(586,737
)
(58,477
)
-
(647,212
)
-
-
-
(647,212
)
(1,132
)
-
(648,344
)
Short term investments
-
-
-
-
-
(83,277
)
(166,115
)
-
(249,392
)
-
-
(249,392
)
Fixed maturity investments
-
-
-
-
-
(71,630
)
(38,042
)
-
(109,672
)
-
-
(109,672
)
Mortgage loans
-
-
-
-
-
-
(10,725
)
-
(10,725
)
-
-
(10,725
)
Proceeds from sales of:
Property, plant and equipment
-
85,134
4,538
-
89,672
-
-
-
89,672
-
-
89,672
Short term investments
-
-
-
-
-
111,936
164,754
-
276,690
-
-
276,690
Fixed maturity investments
-
-
-
-
-
22,409
94,449
-
116,858
-
-
116,858
Cash received in excess of purchase of company acquired
-
-
-
-
-
-
1,235
-
1,235
-
-
1,235
Preferred stock
-
-
-
-
-
-
1,225
-
1,225
-
-
1,225
Real estate
-
195
(2,861
)
-
(2,666
)
9,536
-
-
6,870
-
-
6,870
Mortgage loans
-
-
-
-
-
-
7,062
-
7,062
-
-
7,062
Payments from notes and mortgage receivables
-
136
766
-
902
-
-
-
902
-
-
902
Net cash provided (used) by investing activities
(1,998
)
(501,272
)
(56,034
)
-
(559,304
)
(11,026
)
53,843
-
(516,487
)
(1,132
)
-
(517,619
)
(page 1 of 2)
(a) Balance for the year ended December 31, 2006
F-49
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Continuation of consolidating cash flow statements by industry segment for the year ended March 31, 2007, are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Elimination
Moving & Storage
Consolidated
Property &
Casualty
Insurance (a)
Life
Insurance (a)
Elimination
AMERCO
Consolidated
SAC Holding II
Elimination
Total
Consolidated
Cash flows from financing activities:
(In thousands)
Borrowings from credit facilities
-
345,760
64,429
-
410,189
-
-
-
410,189
-
-
410,189
Principal repayments on credit facilities
-
(151,511
)
(43,216
)
-
(194,727
)
-
-
-
(194,727
)
(1,345
)
-
(196,072
)
Debt issuance costs
-
(3,281
)
223
-
(3,058
)
-
-
-
(3,058
)
-
-
(3,058
)
Leveraged Employee Stock Ownership Plan - repayments from loan
-
1,204
-
-
1,204
-
-
-
1,204
-
-
1,204
Treasury stock repurchases
(49,106
)
-
-
-
(49,106
)
-
-
-
(49,106
)
-
-
(49,106
)
Proceeds from (repayment of) intercompany loans
34,501
(53,646
)
19,145
-
-
-
-
-
-
-
-
-
Preferred stock dividends paid
(12,963
)
-
-
-
(12,963
)
-
-
-
(12,963
)
-
-
(12,963
)
Investment contract deposits
-
-
-
-
-
-
16,695
-
16,695
-
-
16,695
Investment contract withdrawals
-
-
-
-
-
-
(79,204
)
-
(79,204
)
-
-
(79,204
)
Net cash provided (used) by financing activities
(27,568
)
138,526
40,581
-
151,539
-
(62,509
)
-
89,030
(1,345
)
-
87,685
Effects of exchange rate on cash
-
(974
)
-
-
(974
)
-
-
-
(974
)
-
-
(974
)
Increase (decrease) in cash and cash equivalents
2
(77,009
)
(49
)
-
(77,056
)
(5,587
)
2,711
-
(79,932
)
(255
)
-
(80,187
)
Cash and cash equivalents at beginning of period
7
140,499
856
-
141,362
9,815
4,027
-
155,204
255
-
155,459
Cash and cash equivalents at end of period
$
9
$
63,490
$
807
$
-
$
64,306
$
4,228
$
6,738
$
-
$
75,272
$
-
$
-
$
75,272
(page 2 of 2)
(a) Balance for the year ended December 31, 2006
F-50
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Consolidating cash flow statements by industry segment for the year ended March 31, 2006 are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Elimination
Moving & Storage
Consolidated
Property &
Casualty
Insurance (a)
Life
Insurance (a)
Elimination
AMERCO
Consolidated
SAC Holding II
Elimination
Total
Consolidated
Cash flows from operating activities:
(In thousands)
Net earnings (loss)
$
120,806
$
139,420
$
14,004
$
(153,424
)
$
120,806
$
631
$
8,949
$
(9,580
)
$
120,806
$
384
$
(36
)
$
121,154
Earnings from consolidated entities
(163,388
)
-
-
153,424
(9,964
)
-
-
9,580
(384
)
-
384
-
Adjustments to reconcile net earnings to cash provided by operations:
Depreciation
79
121,942
9,687
-
131,708
-
-
-
131,708
2,424
(560
)
133,572
Amortization of deferred policy acquisition costs
-
-
-
-
-
2,855
21,406
-
24,261
-
-
24,261
Change in allowance for losses on trade receivables
-
(188
)
-
-
(188
)
-
5
-
(183
)
-
-
(183
)
Change in allowance for losses on mortgage notes
-
(2,230
)
-
-
(2,230
)
-
-
-
(2,230
)
-
-
(2,230
)
Provision for inventory reserve
-
2,458
-
-
2,458
-
-
-
2,458
-
-
2,458
Net (gain) loss on sale of real and personal property
-
9,861
(616
)
-
9,245
-
-
-
9,245
-
-
9,245
Net loss on sale of investments
-
-
-
-
-
1,377
1,031
-
2,408
-
-
2,408
Write-off of unamortized debt issuance costs
13,629
-
-
-
13,629
-
-
-
13,629
-
-
13,629
Deferred income taxes
22,940
(8
)
-
-
22,932
3,526
(300
)
-
26,158
2,006
265
28,429
Net change in other operating assets and liabilities:
Reinsurance recoverables and trade receivables
-
(3,999
)
1
-
(3,998
)
11,913
2,746
-
10,661
-
-
10,661
Inventories
-
(3,431
)
-
-
(3,431
)
-
-
-
(3,431
)
(165
)
-
(3,596
)
Prepaid expenses
3,142
(32,052
)
-
-
(28,910
)
-
-
-
(28,910
)
101
-
(28,809
)
Capitalization of deferred policy acquisition costs
-
-
-
-
-
(2,742
)
(9,368
)
-
(12,110
)
-
-
(12,110
)
Other assets
576
10,345
(14,684
)
-
(3,763
)
1,661
777
-
(1,325
)
(132
)
-
(1,457
)
Related party assets
(218
)
(14,223
)
(79
)
-
(14,520
)
4,932
(181
)
-
(9,769
)
(698
)
2,377
(8,090
)
Accounts payable and accrued expenses
30,128
23,089
(4,009
)
-
49,208
-
(12,735
)
-
36,473
123
-
36,596
Policy benefits and losses, claims and loss expenses payable
-
46,514
-
-
46,514
(38,423
)
(13,009
)
-
(4,918
)
-
-
(4,918
)
Other policyholders' funds and liabilities
-
-
-
-
-
(3,447
)
(461
)
-
(3,908
)
-
-
(3,908
)
Deferred income
-
2,672
(2
)
-
2,670
(6,007
)
554
-
(2,783
)
195
-
(2,588
)
Related party liabilities
(447
)
(55,594
)
-
-
(56,041
)
(5,182
)
(140
)
21,252
(40,111
)
(1,475
)
(2,430
)
(44,016
)
Net cash provided (used) by operating activities
27,247
244,576
4,302
-
276,125
(28,906
)
(726
)
21,252
267,745
2,763
-
270,508
Cash flows from investing activities:
Purchases of:
Property, plant and equipment
(2,298
)
(314,793
)
(65,025
)
-
(382,116
)
-
-
39,358
(342,758
)
(1,624
)
-
(344,382
)
Short term investments
-
-
-
-
-
(245,950
)
(288,156
)
-
(534,106
)
-
-
(534,106
)
Fixed maturity investments
-
-
-
-
-
(51,021
)
(209,117
)
-
(260,138
)
-
-
(260,138
)
Mortgage loans
-
-
-
-
-
-
(8,868
)
-
(8,868
)
-
-
(8,868
)
Proceeds from sales of:
Property, plant and equipment
-
59,301
659
-
59,960
-
-
-
59,960
-
-
59,960
Short term investments
-
-
-
-
-
229,590
371,260
-
600,850
-
-
600,850
Fixed maturity investments
-
-
-
-
-
28,863
130,753
-
159,616
-
-
159,616
Equity securities
-
-
-
-
-
-
6,769
-
6,769
-
-
6,769
Preferred stock
-
-
-
-
-
10,030
1,620
-
11,650
-
-
11,650
Real estate
-
-
-
-
-
56,571
19,175
(39,358
)
36,388
-
-
36,388
Mortgage loans
-
-
-
-
-
-
33,014
(21,252
)
11,762
-
-
11,762
Payments from notes and mortgage receivables
-
1,917
(254
)
-
1,663
-
-
-
1,663
-
-
1,663
Net cash provided (used) by investing activities
(2,298
)
(253,575
)
(64,620
)
-
(320,493
)
28,083
56,450
(21,252
)
(257,212
)
(1,624
)
-
(258,836
)
(page 1 of 2)
(a) Balance for the year ended December 31, 2005
F-51
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Continuation of consolidating cash flow statements by industry segment for the year ended March 31, 2006 are as follows:
Moving & Storage
AMERCO Legal Group
AMERCO as Consolidated
AMERCO
U-Haul
Real Estate
Elimination
Moving & Storage
Consolidated
Property &
Casualty
Insurance (a)
Life
Insurance (a)
Elimination
AMERCO
Consolidated
SAC Holding II
Elimination
Total
Consolidated
Cash flows from financing activities:
(In thousands)
Borrowings from credit facilities
80,266
244,447
952,334
-
1,277,047
-
-
-
1,277,047
-
-
1,277,047
Principal repayments on credit facilities
(860,274
)
(12,970
)
(218,856
)
-
(1,092,100
)
-
-
-
(1,092,100
)
(1,242
)
-
(1,093,342
)
Debt issuance costs
-
(5,143
)
(24,445
)
-
(29,588
)
-
-
-
(29,588
)
-
-
(29,588
)
Leveraged Employee Stock Ownership Plan - repayments from loan
-
1,553
-
-
1,553
-
-
-
1,553
-
-
1,553
Proceeds from (repayment of) intercompany loans
768,015
(115,829
)
(652,186
)
-
-
-
-
-
-
-
-
-
Preferred stock dividends paid
(12,963
)
-
-
-
(12,963
)
-
-
-
(12,963
)
-
-
(12,963
)
Investment contract deposits
-
-
-
-
-
-
20,322
-
20,322
-
-
20,322
Investment contract withdrawals
-
-
-
-
-
-
(75,011
)
-
(75,011
)
-
-
(75,011
)
Net cash provided (used) by financing activities
(24,956
)
112,058
56,847
-
143,949
-
(54,689
)
-
89,260
(1,242
)
-
88,018
Effects of exchange rate on cash
-
(186
)
-
-
(186
)
-
-
-
(186
)
-
-
(186
)
Increase (decrease) in cash and cash equivalents
(7
)
102,873
(3,471
)
-
99,395
(823
)
1,035
-
99,607
(103
)
-
99,504
Cash and cash equivalents at beginning of period
14
37,626
4,327
-
41,967
10,638
2,992
-
55,597
358
-
55,955
Cash and cash equivalents at end of period
$
7
$
140,499
$
856
$
-
$
141,362
$
9,815
$
4,027
$
-
$
155,204
$
255
$
-
$
155,459
(page 2 of 2)
(a) Balance for the year ended December 31, 2005
F-52
AMERCO AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Note 22: Subsequent Events
Preferred Stock Dividends
On May 2, 2008, the Board of Directors of AMERCO, the holding Company for U-Haul International, Inc., and other companies, declared a regular quarterly cash dividend of $0.53125 per share on the Company’s Series A, 8 1/2 percent Preferred Stock. The dividend was paid June 2, 2008 to holders of record on May 15, 2008.
F-53
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF AMERCO
BALANCE SHEETS
March 31,
2008
2007
(In thousands)
ASSETS
Cash and cash equivalents
$
30
$
9
Investment in subsidiaries
(234,927
)
(235,860
)
Investment in SAC Holding II
-
(9,256
)
Related party assets
1,164,092
1,180,929
Other assets
4,578
15,146
Total assets
$
933,773
$
950,968
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Other liabilities
$
168,447
$
187,520
168,447
187,520
Stockholders' equity:
Preferred stock
-
-
Common stock
10,497
10,497
Additional paid-in capital
419,370
421,483
Accumulated other comprehensive loss
(55,279
)
(41,779
)
Retained earnings:
Beginning of period
847,271
763,203
Net earnings
67,581
90,205
Dividends
563
(12,963
)
1,290,003
1,230,646
Less: Cost of common shares in treasury
(524,677
)
(467,198
)
Total stockholders' equity
765,326
763,448
Total liabilities and stockholders' equity
$
933,773
$
950,968
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-54
CONDENSED FINANCIAL INFORMATION OF AMERCO
STATEMENTS OF OPERATIONS
Year Ended March 31,
2008
2007
2006
(In thousands, except share and per share data)
Revenues:
Net interest income from subsidiaries
$
4,498
$
5,071
$
5,567
Expenses:
Operating expenses
10,071
12,096
12,722
Other expenses
609
381
160
Total expenses
10,680
12,477
12,882
Equity in earnings of subsidiaries and SAC Holding II
15,648
35,796
163,388
Interest income (expense)
88,613
89,026
(24,636
)
Fees on early extinguishment of debt
-
-
(35,627
)
Pretax earnings
98,079
117,416
95,810
Income tax benefit (expense)
(30,498
)
(27,211
)
24,996
Net earnings
67,581
90,205
120,806
Less: Preferred stock dividends
(12,963
)
(12,963
)
(12,963
)
Earnings available to common shareholders
$
54,618
$
77,242
$
107,843
Basic and diluted earnings per common share
$
2.77
$
3.71
$
5.17
Weighted average common shares outstanding: Basic and diluted
19,740,571
20,838,570
20,857,108
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-55
CONDENSED FINANCIAL INFORMATION OF AMERCO
STATEMENTS OF CASH FLOW
Year Ended March 31,
2008
2007
2006
(In thousands)
Cash flows from operating activities:
Net earnings
$
67,581
$
90,205
$
120,806
Change in investments in subsidiaries and SAC Holding II
(15,648
)
(35,796
)
(163,388
)
Adjustments to reconcile net earnings to cash provided by operations:
Depreciation
515
293
79
Write-off of unamortized debt issuance costs
-
-
13,629
Deferred income taxes
(11,222
)
5,239
22,940
Net change in other operating assets and liabilities:
Prepaid expenses
6,665
(9,122
)
3,142
Other assets
4
(10
)
576
Related party assets
6,007
(1,479
)
(218
)
Accounts payable and accrued expenses
7,571
(19,561
)
30,128
Related party liabilities
-
(201
)
(447
)
Net cash provided by operating activities
61,473
29,568
27,247
Cash flows from investment activities:
Purchase of property, plant and equipment
(1,841
)
(1,998
)
(2,298
)
Net cash used by investing activities
(1,841
)
(1,998
)
(2,298
)
Cash flows from financing activities:
Borrowings from credit facilities
-
-
80,266
Principal repayments on credit facilities
-
-
(860,274
)
Treasury stock repurchases
(57,478
)
(49,106
)
-
Proceeds from intercompany loans
10,830
34,501
768,015
Preferred stock dividends paid
(12,963
)
(12,963
)
(12,963
)
Net cash used by financing activities
(59,611
)
(27,568
)
(24,956
)
Increase (decrease) in cash and cash equivalents
21
2
(7
)
Cash and cash equivalents at beginning of period
9
7
14
Cash and cash equivalents at end of period
$
30
$
9
$
7
Income taxes paid in cash amounted to $10.1 million, $74.8 million and $43.3 million for fiscal 2008, 2007 and 2006, respectively. AMERCO had no outstanding debt in fiscal 2007 or 2008 and thus there were no cash interest payments. Interest paid in cash in fiscal 2006 was $59.8 million.
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-56
CONDENSED FINANCIAL INFORMATION OF AMERCO
NOTES TO CONDENSED FINANCIAL INFORMATION
MARCH 31, 2008, 2007, AND 2006
1. Summary of Significant Accounting Policies
AMERCO, a Nevada corporation, was incorporated in April, 1969, and is the holding Company for U-Haul International, Inc., Amerco Real Estate Company, Republic Western Insurance Company and Oxford Life Insurance Company. The financial statements of the Registrant should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this Form 10-K.
AMERCO is included in a consolidated Federal income tax return with all of its U.S. subsidiaries excluding Dallas General Life Insurance Company, a subsidiary of Oxford. Accordingly, the provision for income taxes has been calculated for Federal income taxes of AMERCO and subsidiaries included in the consolidated return of the Registrant. State taxes for all subsidiaries are allocated to the respective subsidiaries.
The financial statements include only the accounts of AMERCO, which include certain of the corporate operations of AMERCO (excluding SAC Holding II). The interest in AMERCO’s majority owned subsidiaries is accounted for on the equity method. The intercompany interest income and expenses are eliminated in the Consolidated Financial Statements.
2. Guarantees
AMERCO has guaranteed performance of certain long-term leases and other obligations. Refer to Note 16 Contingent Liabilities and Commitments and Note 19 Related Party Transactions of the Notes to Consolidated Financial Statements.
F-57
SCHEDULE II
AMERCO AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Years Ended March 31, 2008, 2007 and 2006
Balance at Beginning of Year
Additions Charged to Costs and Expenses
Additions Charged to Other Accounts
Deductions
Balance at Year End
Year ended March 31, 2008
(In thousands)
Allowance for doubtful accounts
(deducted from trade receivable)
$
1,412
$
2,300
$
-
$
(2,224
)
$
1,488
Allowance for doubtful accounts
(deducted from notes and mortgage receivable)
$
354
$
-
$
-
$
(39
)
$
315
Allowance for LIFO
(deducted from inventory)
$
8,372
$
2,704
$
-
$
-
$
11,076
Allowance for obsolescence
(deducted from inventory)
$
1,500
$
42
$
-
$
-
$
1,542
Allowance for probable losses
(deducted from mortgage loans)
$
803
$
-
$
-
$
(128
)
$
675
Year ended March 31, 2007
Allowance for doubtful accounts
(deducted from trade receivable)
$
1,363
$
3,122
$
-
$
(3,073
)
$
1,412
Allowance for doubtful accounts
(deducted from notes and mortgage receivable)
$
394
$
-
$
-
$
(40
)
$
354
Allowance for LIFO
(deducted from inventory)
$
5,693
$
2,679
$
-
$
-
$
8,372
Allowance for obsolescence
(deducted from inventory)
$
1,500
$
-
$
-
$
-
$
1,500
Allowance for probable losses
(deducted from mortgage loans)
$
1,200
$
-
$
-
$
(397
)
$
803
Year ended March 31, 2006
Allowance for doubtful accounts
(deducted from trade receivable)
$
1,546
$
1,994
$
-
$
(2,177
)
$
1,363
Allowance for doubtful accounts
(deducted from notes and mortgage receivable)
$
2,624
$
-
$
-
$
(2,230
)
$
394
Allowance for LIFO
(deducted from inventory)
$
3,234
$
2,570
$
-
$
(111
)
$
5,693
Allowance for obsolescence
(deducted from inventory)
$
1,500
$
-
$
-
$
-
$
1,500
Allowance for probable losses
(deducted from mortgage loans)
$
1,200
$
-
$
-
$
-
$
1,200
F-58
SCHEDULE V
AMERCO AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL INFORMATION (FOR PROPERTY-CASUALTY INSURANCE UNDERWRITERS)
Years Ended December 31, 2007, 2006 AND 2005
Year
Affiliation with Registrant
Deferred Policy Acquisition Cost
Reserves for Unpaid Claims and Adjustment Expenses
Discount if any, Deducted
Unearned Premiums
Net Earned Premiums (1)
Net Investment Income (2)
Claim and Claim Adjustment Expenses Incurred Related to Current Year
Claim and Claim Adjustment Expenses Incurred Related to Prior Year
Amortization of Deferred Policy Acquisition Costs
Paid Claims and Claim Adjustment Expense
Net Premiums Written (1)
(In thousands)
2008
Consolidated property casualty entity
$
30
$
288,410
N/A
$
200
$
28,388
$
12,141
$
7,094
$
11,894
$
190
$
38,592
$
28,334
2007
Consolidated property casualty entity
196
288,783
N/A
459
24,335
14,440
6,006
15,895
2,057
43,608
23,232
2006
Consolidated property casualty entity
1,160
346,928
N/A
2,557
26,001
12,639
6,429
16,161
2,855
48,453
25,771
(1)
The earned and written premiums are reported net of intersegment transactions. There were no earned premiums eliminated for the year ended 2008, 2007 and 2006, respectively.
(2)
Net Investment Income excludes net realized losses on investments of $0.1 million, $0.3 million and $1.3 million for the years ended 2008, 2007 and 2006, respectively.
F-59
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERCO
By:
/s/ Edward J. Shoen
Edward J. Shoen
Chairman of the Board and President
Dated: June 4, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Edward J. Shoen his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K Annual Report, and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act or things requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/
EDWARD J. SHOEN
Chairman of the Board and President
(Principal Executive Officer)
June 4, 2008
Edward J. Shoen
/s/
JASON A. BERG
Chief Accounting Officer
(Principal Accounting Officer)
June 4, 2008
Jason A. Berg
/s/
CHARLES J. BAYER
Director
June 4, 2008
Charles J. Bayear
/s/
JOHN P. BROGAN
Director
June 4, 2008
John P. Brogan
/s/
JOHN M. DODDS
Director
June 4, 2008
John M. Dodds
/s/
MICHAEL L. GALLAGHER
Director
June 4, 2008
Michael L. Gallagher
/s/
M. FRANK LYONS
Director
June 4, 2008
M. Frank Lyons
/s/
DANIEL R. MULLEN
Director
June 4, 2008
Daniel R. Mullen
Signature
Title
Date
/s/
JAMES P. SHOEN
Director
June 4, 2008
James P. Shoen