UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
 
R
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011

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.
     
 
AMERCO LOGO
 
     
1-11255
AMERCO
88-0106815
 
(A Nevada Corporation)
 
 
1325 Airmotive Way, Ste. 100
 
 
Reno, Nevada 89502-3239
 
 
Telephone (775) 688-6300
 
     

 
Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R   No £
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   R  No   £
 
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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Larger accelerated filer £               Accelerated filer R               Non-accelerated filer £          Smaller reporting company £
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £   No R
 
19,607,788 shares of AMERCO Common Stock, $0.25 par value, were outstanding at August 1, 2011.
 


 
 

 

TABLE OF CONTENTS

   
Page
 
PART I FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
 
1
 
2
 
3
 
4
 
5
Item 2.
34
Item 3.
49
Item 4.
50
     
 
PART II OTHER INFORMATION
 
Item 1.
50
Item 1A.
50
Item 2.
51
Item 3.
51
Item 4.
51
Item 5.
51
Item 6.
51


 
 

 

PART I FINANCIAL INFORMATION
 
ITEM 1. Financial Statements

AMERCO AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
June 30,
   
March 31,
 
   
2011
   
2011
 
   
(Unaudited)
       
   
(In thousands, except share data)
 
ASSETS
           
Cash and cash equivalents
  $ 243,753     $ 375,496  
Reinsurance recoverables and trade receivables, net
    242,491       205,371  
Inventories, net
    58,960       59,942  
Prepaid expenses
    56,474       57,624  
Investments, fixed maturities and marketable equities
    664,550       659,809  
Investments, other
    206,552       201,868  
Deferred policy acquisition costs, net
    54,420       52,870  
Other assets
    128,656       166,633  
Related party assets
    304,915       301,968  
      1,960,771       2,081,581  
Property, plant and equipment, at cost:
               
Land
    239,293       239,177  
Buildings and improvements
    1,043,719       1,024,669  
Furniture and equipment
    308,944       310,671  
Rental trailers and other rental equipment
    252,905       249,700  
Rental trucks
    1,723,159       1,611,763  
      3,568,020       3,435,980  
Less: Accumulated depreciation
    (1,354,335 )     (1,341,407 )
Total property, plant and equipment
    2,213,685       2,094,573  
Total assets
  $ 4,174,456     $ 4,176,154  
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Liabilities:
               
Accounts payable and accrued expenses
  $ 324,021     $ 304,006  
Notes, loans and leases payable
    1,412,500       1,397,842  
Policy benefits and losses, claims and loss expenses payable
    932,117       927,376  
Liabilities from investment contracts
    241,202       246,717  
Other policyholders' funds and liabilities
    7,632       8,727  
Deferred income
    35,547       27,209  
Deferred income taxes
    301,697       271,257  
Total liabilities
    3,254,716       3,183,134  
                 
Commitments and contingencies (notes 4, 8, 9 and 10)
               
Stockholders' equity:
               
Series preferred stock, with or without par value, 50,000,000 shares authorized:
               
Series A preferred stock, with no par value, 6,100,000 shares authorized;
               
6,100,000 and 5,791,700 shares issued and none and 5,791,700 outstanding as of June 30 and March 31, 2011
    -       -  
Series B preferred stock, with no par value, 100,000 shares authorized; none
               
issued and outstanding as of June 30 and March 31, 2011
    -       -  
Series common stock, with or without par value, 150,000,000 shares authorized:
               
Series A common stock of $0.25 par value, 10,000,000 shares authorized;
               
none issued and outstanding as of June 30 and March 31, 2011
    -       -  
Common stock of $0.25 par value, 150,000,000 shares authorized; 41,985,700
               
issued as of June 30 and March 31, 2011
    10,497       10,497  
Additional paid-in capital
    432,000       425,212  
Accumulated other comprehensive loss
    (51,245 )     (46,467 )
Retained earnings
    1,209,240       1,140,002  
Cost of common shares in treasury, net (22,377,912 shares as of June 30 and March 31, 2011)
    (525,653 )     (525,653 )
Cost of preferred shares in treasury, net (6,100,000 as of June 30, 2011 and 308,300 as of March 31, 2011)
    (151,997 )     (7,189 )
Unearned employee stock ownership plan shares
    (3,102 )     (3,382 )
Total stockholders' equity
    919,740       993,020  
Total liabilities and stockholders' equity
  $ 4,174,456     $ 4,176,154  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

 
1

 

 

AMERCO AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 

   
Quarter Ended June 30,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands, except share and per share data)
 
Revenues:
           
Self-moving equipment rentals
  $ 446,548     $ 419,463  
Self-storage revenues
    31,828       28,227  
Self-moving and self-storage products and service sales
    64,378       63,290  
Property management fees
    4,735       4,536  
Life insurance premiums
    50,999       37,803  
Property and casualty insurance premiums
    6,898       6,179  
Net investment and interest income
    17,263       13,355  
Other revenue
    20,316       13,094  
Total revenues
    642,965       585,947  
                 
Costs and expenses:
               
Operating expenses
    271,975       253,134  
Commission expenses
    56,952       52,169  
Cost of sales
    32,778       31,665  
Benefits and losses
    49,930       35,422  
Amortization of deferred policy acquisition costs
    4,375       2,193  
Lease expense
    34,234       38,666  
Depreciation, net of (gains) on disposals of (($9,710) and ($8,388),respectively)
    44,358       44,589  
Total costs and expenses
    494,602       457,838  
                 
Earnings from operations
    148,363       128,109  
Interest expense
    (22,633 )     (21,464 )
Pretax earnings
    125,730       106,645  
Income tax expense
    (47,507 )     (40,143 )
Net earnings
    78,223       66,502  
Less: Excess of redemption value over carrying value of preferred shares redeemed
    (5,908 )     (31 )
Less: Preferred stock dividends
    (3,077 )     (3,156 )
Earnings available to common shareholders
  $ 69,238     $ 63,315  
Basic and diluted earnings per common share
  $ 3.56     $ 3.26  
Weighted average common shares outstanding: Basic and diluted
    19,460,126       19,414,815  

Related party revenues for the first quarter of fiscal 2012 and 2011, net of eliminations, were $10.9 million and $10.7 million, respectively.

Related party costs and expenses for the first quarter of fiscal 2012 and 2011, net of eliminations, were $11.3 million and $10.7 million, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.


 
2

 

AMERCO AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS )
 


Quarter Ended June 30, 2011
 
Pre-tax
   
Tax
   
Net
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
                 
Net earnings
  $ 125,730     $ (47,507 )   $ 78,223  
Other comprehensive income (loss):
                       
Foreign currency translation
    992       -       992  
Unrealized loss on investments
    (5,378 )     2,001       (3,377 )
Change in fair value of cash flow hedges
    (3,860 )     1,467       (2,393 )
Total comprehensive income
  $ 117,484     $ (44,039 )   $ 73,445  


 
 
Quarter Ended June 30, 2010
 
Pre-tax
   
Tax
   
Net
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
                 
Net earnings
  $ 106,645     $ (40,143 )   $ 66,502  
Other comprehensive income (loss):
                       
Foreign currency translation
    (3,876 )     -       (3,876 )
Unrealized gain on investments
    1,188       (322 )     866  
Change in fair value of cash flow hedges
    (12,083 )     4,592       (7,491 )
Total comprehensive income
  $ 91,874     $ (35,873 )   $ 56,001  

 
The accompanying notes are an integral part of these condensed consolidated financial statements.


 
3

 


 
AMERCO AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
Quarter Ended June 30,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
Cash flow from operating activities:
           
Net earnings
  $ 78,223     $ 66,502  
Adjustments to reconcile net earnings to the cash provided by operations:
               
Depreciation
    54,068       52,977  
Amortization of deferred policy acquisition costs
    4,375       2,193  
Change in allowance for losses on trade receivables
    135       (28 )
Change in allowance for inventory reserves
    1,377       494  
Net gain on sale of real and personal property
    (9,710 )     (8,388 )
Net gain on sale of investments
    (3,516 )     (1,015 )
Deferred income taxes
    32,446       25,230  
Net change in other operating assets and liabilities:
               
Reinsurance recoverables and trade receivables
    (37,253 )     (15,345 )
Inventories
    (393 )     (3,283 )
Prepaid expenses
    1,150       (2,331 )
Capitalization of deferred policy acquisition costs
    (4,518 )     (3,663 )
Other assets
    8,625       (809 )
Related party assets
    (3,198 )     4,691  
Accounts payable and accrued expenses
    17,534       38,968  
Policy benefits and losses, claims and loss expenses payable
    4,542       10,240  
Other policyholders' funds and liabilities
    (1,095 )     (100 )
Deferred income
    8,328       6,727  
Related party liabilities
    245       791  
Net cash provided by operating activities
    151,365       173,851  
                 
Cash flows from investing activities:
               
Purchases of:
               
Property, plant and equipment
    (215,779 )     (138,902 )
Short term investments
    (66,363 )     (51,827 )
Fixed maturities investments
    (75,059 )     (66,227 )
Equity securities
    (8,759 )     (6,225 )
Preferred stock
    (541 )     (3,475 )
Real estate
    (12 )     (134 )
Mortgage loans
    (36,202 )     (51 )
Proceeds from sale of:
               
Property, plant and equipment
    55,010       47,225  
Short term investments
    79,877       84,427  
Fixed maturities investments
    66,035       33,701  
Equity securities
    8,800       133  
Preferred stock
    1,000       -  
Real estate
    34       1,588  
Mortgage loans
    17,992       721  
Net cash used by investing activities
    (173,967 )     (99,046 )
                 
Cash flows from financing activities:
               
Borrowings from credit facilities
    58,558       91,957  
Principal repayments on credit facilities
    (42,252 )     (106,679 )
Debt issuance costs
    (560 )     (89 )
Capital lease payments
    (1,727 )     (6,951 )
Leveraged Employee Stock Ownership Plan - repayments from loan
    280       295  
Securitization deposits
    29,914       -  
Preferred stock redemption paid
    (144,289 )     -  
Preferred stock dividends paid
    (3,077 )     (3,156 )
Contribution to related party
    (518 )     -  
Investment contract deposits
    2,509       3,018  
Investment contract withdrawals
    (8,023 )     (8,685 )
Net cash used by financing activities
    (109,185 )     (30,290 )
                 
Effects of exchange rate on cash
    44       (519 )
                 
Increase (decrease) in cash and cash equivalents
    (131,743 )     43,996  
Cash and cash equivalents at the beginning of period
    375,496       244,118  
Cash and cash equivalents at the end of period
  $ 243,753     $ 288,114  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 
4

 

AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
1.      Basis of Presentation
 
AMERCO, a Nevada Corporation (“AMERCO”), has a first fiscal quarter that ends on the 30 th of June for each year that is referenced. Our insurance company subsidiaries have a first quarter that ends on the 31 st of March for each year that is referenced. They have been consolidated on that basis. Our insurance companies’ financial reporting processes conform to calendar year reporting as required by state insurance departments. Management believes that consolidating their calendar year into our fiscal year financial statements does not materially affect the financial position or results of operations. The Company discloses any material events occurring during the intervening period. Consequently, all references to our insurance subsidiaries’ years 2011 and 2010 correspond to fiscal 2012 and 2011 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.
 
The condensed consolidated balance sheet as of June 30, 2011 and the related condensed consolidated statements of operations, comprehensive income and cash flows for the first quarter of fiscal 2012 and 2011 are unaudited.
 
In our opinion, all adjustments necessary for the fair presentation of such condensed consolidated financial statements have been included. Such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results for a full year. The information in this 10-Q should be read in conjunction with Management’s Discussion and Analysis and financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.
 
Intercompany accounts and transactions have been eliminated.
 
Description of Legal Entities
 
AMERCO is the holding company for:
 
U-Haul International, Inc. (“U-Haul”),
 
Amerco Real Estate Company (“Real Estate”),
 
Repwest Insurance Company (“Repwest”), and
 
Oxford Life Insurance Company (“Oxford”).
 
Unless the context otherwise requires, the term “Company,” “we,” “us” or “our” refers to AMERCO and all of its legal subsidiaries.
 
Description of Operating Segments
 
AMERCO has three reportable segments. They are Moving and Storage, Property and Casualty Insurance and Life Insurance.
 
Moving and Storage operations include AMERCO, U-Haul, and Real Estate and the wholly-owned subsidiaries of U-Haul and Real Estate. Operations 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.
 
The Property and Casualty Insurance operating segment includes Repwest and its wholly-owned subsidiaries and ARCOA risk retention group (“ARCOA”). Property and Casualty Insurance provides loss adjusting and claims handling for U-Haul through regional offices across North America. Property and Casualty Insurance also underwrites components of the Safemove, Safetow, Super Safemove and Safestor protection packages to U-Haul customers. The business plan for the Property and Casualty Insurance operating segment includes offering property and casualty products in other U-Haul related programs. ARCOA is a captive insurer owned by the Company whose purpose is to provide insurance products related to the moving and storage business.

 
5

 

AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
The Life Insurance operating segment includes Oxford and its wholly-owned subsidiaries. Oxford provides life and health insurance products primarily to the senior market through the direct writing or reinsuring of life insurance, Medicare supplement and annuity policies.
 
2. Earnings Per Share
 
Net earnings for purposes of computing earnings per common share are net earnings less preferred stock dividends paid, adjusted for the price paid by us for the redemption of our Preferred stock less its carrying value on our balance sheet. Preferred stock dividends include accrued dividends of AMERCO. Preferred stock dividends paid to or accrued for entities that are part of the consolidated group are eliminated in consolidation.
 
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 142,199 and 186,583 as of June 30, 2011 and June 30, 2010, respectively.
 
On June 1, 2011 the Company redeemed all 6,100,000 shares of its issued and outstanding Series A 8½% Preferred Stock (“Series A Preferred”) at a redemption price of $25 per share plus accrued dividends through that date.  Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260 – Earnings Per Share (“ASC 260”), for earnings per share purposes, we recognize the deficit of the carrying amount of the Series A Preferred over the consideration paid to redeem the shares.
 
The Series A Preferred was recorded in our Additional Paid-In Capital account, net of original issue costs at $146.3 million prior to the redemption.  The Company paid $152.5 million to redeem the shares on June 1, 2011 of which $7.7 million was paid to our insurance subsidiaries in exchange for their holdings.  The difference between what was paid to redeem the shares less their carrying amount on our balance sheet, reduced by our insurance company holdings is $5.9 million.  This amount was recognized as a reduction to our earnings available to our common shareholders for the purposes of computing earnings per share.
 
From January 1, 2009 through March 31, 2011, our insurance subsidiaries purchased 308,300 shares of our Series A Preferred on the open market for $7.2 million.  Pursuant to ASC 260 we recognized a $31 thousand charge to net earnings in the first quarter of fiscal 2011.
 
3. Investments
 
Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
The Company deposits bonds with insurance regulatory authorities to meet statutory requirements. The adjusted cost of bonds on deposit with insurance regulatory authorities was $13.9 million at June 30, 2011.

 
6

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
Available-for-Sale Investments
 
Available-for-sale investments at June 30, 2011 were as follows:
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses More than 12 Months
   
Gross
Unrealized
Losses Less than 12 Months
   
Estimated
Market
Value
 
   
(Unaudited)
 
   
(In thousands)
 
U.S. treasury securities and government obligations
  $ 28,826     $ 1,766     $ (19 )   $ -     $ 30,573  
U.S. government agency mortgage-backed securities
    52,490       3,358       -       (45 )     55,803  
Obligations of states and political subdivisions
    100,670       1,058       (2 )     (2,402 )     99,324  
Corporate securities
    407,393       20,181       (641 )     (1,150 )     425,783  
Mortgage-backed securities
    6,334       217       (50 )     (2 )     6,499  
Redeemable preferred stocks
    30,732       1,911       (434 )     (26 )     32,183  
Common stocks
    28,739       4,723       (3,825 )     (7,258 )     22,379  
Less: Preferred stock of AMERCO held by subsidiaries
    (7,190 )     (804 )     -       -       (7,994 )
    $ 647,994     $ 32,410     $ (4,971 )   $ (10,883 )   $ 664,550  
 
 
The table above includes gross unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.
 
The Company sold available-for-sale securities with a fair value of $84.5 million during the first quarter of fiscal 2012. The gross realized gains on these sales totaled $3.6 million. The gross realized losses on these sales totaled $0.1 million.
 
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 may have declines determined by management to be other-than-temporary and the Company recognizes these write-downs through earnings. There were no write downs in the first quarter of fiscal 2012 or 2011.
 
The investment portfolio primarily consists of corporate securities and U.S. government securities. The Company believes it monitors its investments as appropriate. The Company’s methodology of assessing other-than-temporary impairments is based on security-specific analysis as of the balance sheet date and considers various factors including the length of time to maturity, the extent to which the fair value has been less than the cost, the financial condition and the near-term prospects of the issuer, and whether the debtor is current on its contractually obligated interest and principal payments. Nothing has come to management’s attention that would lead management to believe that each issuer would not have the ability to meet the remaining contractual obligations of the security, including payment at maturity. The Company has the ability and intent not to sell its fixed maturity and common stock investments for a period of time sufficient to allow the Company the opportunity to recover its costs.
 
The portion of other-than-temporary impairment related to a credit loss is recognized in earnings. The significant inputs utilized in the evaluation of mortgage backed securities credit losses include ratings, delinquency rates, and prepayment activity. The significant inputs utilized in the evaluation of asset backed securities credit losses include the time frame for principal recovery and the subordination and value of the underlying collateral.

 
7

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
Credit losses recognized in earnings for which a portion of an other-than-temporary impairment was recognized in other comprehensive income were as follows:
 
   
Credit Loss
 
   
(Unaudited)
 
   
(In thousands)
 
       
Balance at March 31, 2011
  $ 552  
Other-than-temporary impairment not previously recognized
    -  
Balance at June 30, 2011
  $ 552  
 
The adjusted cost and estimated market value of available-for-sale investments at June 30, 2011, by contractual maturity, were as follows:
 
   
June 30, 2011
 
   
Amortized
Cost
   
Estimated
Market
Value
 
   
(Unaudited)
 
   
(In thousands)
 
Due in one year or less
  $ 43,586     $ 44,196  
Due after one year through five years
    148,279       155,610  
Due after five years through ten years
    149,181       156,212  
Due after ten years
    248,333       255,465  
      589,379       611,483  
                 
Mortgage backed securities
    6,334       6,499  
Redeemable preferred stocks
    30,732       32,183  
Equity securities
    28,739       22,379  
Less: Preferred stock of AMERCO held by subsidiaries
    (7,190 )     (7,994 )
    $ 647,994     $ 664,550  
 
4. Borrowings
 
Long-Term Debt
 
Long-term debt was as follows:
 
               
June 30,
   
March 31,
 
   
2012 Rate (a)
   
Maturities
   
2011
   
2011
 
               
(Unaudited)
       
               
(In thousands)
 
Real estate loan (amortizing term)
    6.93 %     2018     $ 252,500     $ 255,000  
Real estate loan (revolving credit)
    -       2018       -       -  
Real estate loan (amortizing term)
    2.09 %     2016       26,123       11,222  
Real estate loan (revolving credit)
    -       2012       -       -  
Senior mortgages
    5.47%-6.13 %     2015-2016       473,586       476,783  
Working capital loan (revolving credit)
    -       2012       -       -  
Fleet loans (amortizing term)
    4.76%-7.95 %     2012-2018       340,157       325,591  
Fleet loans (securitization)
    4.90%-5.56 %     2014-2017       260,491       271,290  
Other obligations
    3.37%-9.50 %     2011-2031       60,393       57,956  
Less: Other obligations held by subsidiaries
                    (750 )     -  
Total notes, loans and leases payable
                  $ 1,412,500     $ 1,397,842  
                                 
(a) Interest rate as of June 30, 2011, including the effect of applicable hedging instruments.
                 

 
8

 

 

AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
Real Estate Backed Loans
 
Real Estate Loan
 
Amerco Real Estate Company and certain of its subsidiaries and U-Haul Company of Florida are borrowers under a Real Estate Loan. The loan has a final maturity date of August 2018. The loan is comprised of a term loan facility with initial availability of $300.0 million and a revolving credit facility with an availability of $198.8 million. As of June 30, 2011, the outstanding balance on the Real Estate Loan was $252.5 million and the Company had the full $198.8 available to be drawn. U-Haul International, Inc. is a guarantor of this loan.
 
The amortizing term portion of the Real Estate Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. The revolving credit portion of the Real Estate Loan requires monthly interest payments when drawn, with the unpaid loan balance and any accrued and unpaid interest due at maturity.  The Real Estate Loan is secured by various properties owned by the borrowers.
 
The interest rate for the amortizing term portion, per the provisions of the amended loan agreement, is the applicable London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At June 30, 2011, the applicable LIBOR was 0.19% and the applicable margin was 1.50%, the sum of which was 1.69%. The rate on the term facility portion of the Real Estate Loan is hedged with an interest rate swap fixing the rate at 6.93% based on current margin.
 
The interest rate for the revolving credit facility, per the provision of the amended Loan Agreement, is the applicable LIBOR plus the applicable margin. The margin ranges from 1.50% to 2.00%.
 
The default provisions of the Real Estate Loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds.
 
Amerco Real Estate Company and a subsidiary of U-Haul International, Inc. entered into a revolving credit construction loan effective June 29, 2006. This loan was modified and extended on June 27, 2011. The loan is now comprised of a term loan facility with availability of $26.1 million and a final maturity of June 30, 2016. As of June 30, 2011, the outstanding balance was $26.1 million.
 
This Real Estate Loan requires monthly principal and interest payments, with the unpaid loan balance and any accrued and unpaid interest due at maturity. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin of 1.90%. At June 30, 2011, the applicable LIBOR was 0.19% and the margin was 1.90%, the sum of which was 2.09%. U-Haul International, Inc. and AMERCO are guarantors of this loan. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants.
 
On April 29, 2011, Amerco Real Estate Company and U-Haul Company of Florida entered into a revolving credit agreement for $100.0 million. This agreement has a maturity of April 2012 with an option for a one year extension. As of June 30, 2011 the full $100.0 million was available to be drawn. The interest rate is the applicable LIBOR plus a margin of 1.50%. AMERCO and U-Haul International, Inc. are guarantors of this facility. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants.
 
Senior Mortgages
 
Various subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are borrowers under certain senior mortgages. These senior mortgage loan balances as of June 30, 2011 were in the aggregate amount of $418.0 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

 
9

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
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 $55.6 million as of June 30, 2011. These loans mature in 2015 and 2016. Rates for these loans range from 5.47% to 6.13%. 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.
 
Working Capital Loans
 
Amerco Real Estate Company is a borrower under an asset backed working capital loan. The maximum amount that can be drawn at any one time is $25.0 million. At June 30, 2011, the Company had the full $25.0 million available to be drawn. The loan is secured by certain properties owned by the borrower. The loan agreement provides for revolving loans, subject to the terms of the loan agreement with final maturity in November 2012. 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. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin of 1.50%.
 
Fleet Loans
 
Rental Truck Amortizing Loans
 
U-Haul International, Inc. and several of its subsidiaries are borrowers under amortizing term loans. The balance of the loans as of June 30, 2011 was $255.2 million with the final maturities between April 2012 and June 2018.
 
The Amortizing Loans require monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. These loans were used to purchase new trucks. The interest rates, per the provision of the Loan Agreements, are the applicable LIBOR plus a margin between 0.90% and 2.63%. At June 30, 2011, the applicable LIBOR was 0.19% and applicable margins were between 1.13% and 2.63%. The interest rates are hedged with interest rate swaps fixing the rates between 4.76% and 7.32% based on current margins. Additionally, $18.1 million of these loans are carried at a fixed rate of 7.95%.
 
AMERCO and U-Haul International, Inc. are guarantors of these loans. The default provisions of these loans include non-payment of principal or interest and other standard reporting and change-in-control covenants.
 
On December 31, 2009 a subsidiary of U-Haul International, Inc. entered into an $85.0 million term note that has been used to fund cargo van and pickup acquisitions for the past two years. This term note has a final maturity of December 2012.  The agreement contains options to extend the maturity through September 2013. The note is secured by the purchased equipment and the corresponding operating cash flows associated with their operation.  At June 30, 2011, the applicable LIBOR was 0.27% and the applicable margin was 4.50%, the sum of which was 4.77%.  At June 30, 2011, the Company had drawn the full $85.0 million on this loan.
 
Rental Truck Securitizations
 
U-Haul S Fleet and its subsidiaries (collectively, “USF”) issued a $217.0 million asset-backed note (“2007 Box Truck Note”) on June 1, 2007. USF is a bankruptcy-remote special purpose entity wholly-owned by U-Haul International, Inc. The net proceeds from the securitized transaction were used to finance new box truck purchases throughout fiscal 2008. U.S. Bank, NA acts as the trustee for this securitization.

 
10

 

 

AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
The 2007 Box Truck Note has a fixed interest rate of 5.56% with an estimated final maturity of February 2014. At June 30, 2011, the outstanding balance was $114.5 million. The note is secured by the box trucks that were purchased and the corresponding operating cash flows associated with their operation.
 
The 2007 Box Truck Note has the benefit of a financial guaranty insurance policy which guarantees the timely payment of interest on and the ultimate payment of the principal of this note.
 
2010 U-Haul S Fleet and its subsidiaries (collectively, “2010 USF”) issued a $155.0 million asset-backed note (“2010 Box Truck Note”) on October 28, 2010. 2010 USF is a bankruptcy-remote special purpose entity wholly-owned by U-Haul International, Inc. The net proceeds from the securitized transaction will be used to finance new box truck purchases. U.S. Bank, NA acts as the trustee for this securitization.
 
The 2010 Box Truck Note has a fixed interest rate of 4.90% with an estimated final maturity of October 2017. At June 30, 2011, the outstanding balance was $146.0 million. The note is securitized by the box trucks being purchased and the corresponding operating cash flows associated with their operation. The unused portion of this facility has been recorded as Other assets on our balance sheet.
 
The 2007 Box Truck Note and 2010 Box Truck 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 these notes include non-payment of principal or interest and other standard reporting and change-in-control covenants.
 
Other Obligations
 
The Company entered into capital leases for new equipment between April 2008 and February 2011, with terms of the leases between 3 and 7 years. At June 30, 2011, the balance of these leases was $55.8 million.
 
In January 2010, the Company entered into a $0.5 million premium financing arrangement for two years expiring in December 2011 with a fixed rate of 3.37%. At June 30, 2011 the outstanding balance was $0.1 million.
 
In February 2011, the Company and US Bank, National Association (the “Trustee”) entered into the U-Haul Investors Club Indenture.  The Company and the Trustee entered into this indenture to provide for the issuance of notes (“U-Notes”) by the Company directly to investors over our proprietary website, uhaulinvestorsclub.com .  The U-Notes are secured by various types of collateral including rental equipment and real estate.  U-Notes are issued in smaller series that vary as to principal amount, interest rate and maturity.  U-Notes are obligations of the Company and secured by the associated collateral; they are not guaranteed by any of the Company’s affiliates or subsidiaries.
 
At June 30, 2011 the aggregate outstanding principal balance of the U-Notes issued was $4.5 million with interest rates between 3.00% and 8.00% and maturity dates between 2013 and 2031.
 
Annual Maturities of Notes, Loans and Leases Payable
 
The annual maturities of long-term debt as of June 30, 2011 for the next five years and thereafter are as follows:
 
   
Year Ending June 30,
 
   
2012
   
2013
   
2014
   
2015
   
2016
   
Thereafter
 
   
(Unaudited)
 
   
(In thousands)
 
Notes, loans and leases payable, secured
  $ 163,191     $ 210,812     $ 164,660     $ 70,497     $ 491,195     $ 312,145  
 


 
11

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
Interest on Borrowings
 
Interest Expense
 
Components of interest expense include the following:
 
   
Quarter Ended June 30,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
Interest expense
  $ 15,839     $ 14,425  
Capitalized interest
    (32 )     (147 )
Amortization of transaction costs
    1,036       1,105  
Interest expense resulting from derivatives
    5,790       6,081  
Total interest expense
  $ 22,633     $ 21,464  
 
Interest paid in cash including payments related to derivative contracts amounted to $20.3 million and $19.5 million for the first quarter of fiscal 2012 and 2011, respectively.
 
Interest Rates
 
Interest rates and Company borrowings were as follows:
 
   
Revolving Credit Activity
 
   
Quarter Ended June 30,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands, except interest rates)
 
Weighted average interest rate during the quarter
    1.72 %     1.80 %
Interest rate at the end of the quarter
    0.00 %     1.85 %
Maximum amount outstanding during the quarter
  $ 15,000     $ 111,000  
Average amount outstanding during the quarter
  $ 14,341     $ 85,648  
Facility fees
  $ 57     $ 56  
 
 
5. Derivatives
 
The Company manages exposure to changes in market interest rates. The Company’s use of derivative instruments is limited to highly effective interest rate swaps to hedge the risk of changes in cash flows (future interest payments) attributable to changes in LIBOR swap rates, the designated benchmark interest rate being hedged on certain of our LIBOR indexed variable rate debt. The interest rate swaps effectively fix the Company’s interest payments on certain LIBOR indexed variable rate debt. The Company monitors its positions and the credit ratings of its counterparties and does not currently anticipate non-performance by the counterparties. Interest rate swap agreements are not entered into for trading purposes.

 
12

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
Original variable rate debt amount
 
Agreement Date
 
Effective Date
 
Expiration Date
 
Designated cash flow hedge date
(Unaudited)
               
(In millions)
               
$   142.3  
(a), (b)
 
11/15/2005
 
5/10/2006
 
4/10/2012
 
5/31/2006
    50.0  
(a)
 
6/21/2006
 
7/10/2006
 
7/10/2013
 
6/9/2006
    144.9  
(a), (b)
 
6/9/2006
 
10/10/2006
 
10/10/2012
 
6/9/2006
    300.0  
(a)
 
8/16/2006
 
8/18/2006
 
8/10/2018
 
8/4/2006
    30.0  
(a)
 
2/9/2007
 
2/12/2007
 
2/10/2014
 
2/9/2007
    20.0  
(a)
 
3/8/2007
 
3/12/2007
 
3/10/2014
 
3/8/2007
    20.0  
(a)
 
3/8/2007
 
3/12/2007
 
3/10/2014
 
3/8/2007
    19.3  
(a), (b)
 
4/8/2008
 
8/15/2008
 
6/15/2015
 
3/31/2008
    19.0  
(a)
 
8/27/2008
 
8/29/2008
 
7/10/2015
 
4/10/2008
    30.0  
(a)
 
9/24/2008
 
9/30/2008
 
9/10/2015
 
9/24/2008
    15.0  
(a), (b)
 
3/24/2009
 
3/30/2009
 
4/15/2016
 
3/25/2009
    14.7  
(a), (b)
 
7/6/2010
 
8/15/2010
 
7/15/2017
 
7/6/2010
    25.0  
(a), (b)
 
4/26/2011
 
6/1/2011
 
6/1/2018
 
7/1/2011
 
(a) interest rate swap agreement
(b) forward swap
 
    As of June 30, 2011, the total notional amount of the Company’s variable interest rate swaps was $498.3 million.
 
The derivative fair values located in Accounts payable and accrued expenses in the balance sheets were as follows:
 
 
Liability Derivatives
 
Fair Value as of
 
June 30, 2011
 
March 31, 2011
 
(Unaudited)
   
 
(In thousands)
Interest rate contracts designated as hedging instruments
$54,799   $51,052
 

       
   
The Effect of Interest Rate Contracts on the Statement of Operations
 
   
June 30, 2011
   
June 30, 2010
 
   
(Unaudited)
 
   
(In thousands)
 
Loss recognized in income on interest rate contracts
  $ 5,790     $ 6,081  
Loss recognized in AOCI on interest rate contracts (effective portion)
  $ 3,860     $ 12,083  
Loss reclassified from AOCI into income (effective portion)
  $ 5,903     $ 6,260  
(Gain) loss recognized in income on interest rate contracts (ineffective portion and amount excluded from effectiveness testing)
  $ (113 )   $ (179 )
 
Gains or losses recognized in income on derivatives are recorded to interest expense in the statement of operations. At June 30, 2011, the Company expects to reclassify $21.5 million of net losses on interest rate contracts from accumulated other comprehensive income to earnings that will offset interest payments over the next twelve months.
 
 
13

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
6. Stockholders’ Equity
 
From January 1, 2009 through March 31, 2011, our insurance subsidiaries purchased 308,300 shares of our Series A Preferred on the open market for $7.2 million.  Pursuant to ASC 260 we recognized a $31 thousand charge to net earnings in the first quarter of fiscal 2011.
 
On June 1, 2011 the Company redeemed all 6,100,000 shares of its issued and outstanding Series A Preferred at a redemption price of $25 per share plus accrued dividends through that date.  Pursuant to ASC 260, for earnings per share purposes, we recognize the deficit of the carrying amount of the Series A Preferred over the consideration paid to redeem the shares.
 
The Series A Preferred was recorded in our Additional Paid-In Capital account, net of original issue costs at $146.3 million prior to the redemption.  The Company paid $152.5 million to redeem the shares on June 1, 2011 of which $7.7 million was paid to our insurance subsidiaries in exchange for their holdings.  The difference between what was paid to redeem the shares less their carrying amount on our balance sheet, reduced by our insurance company holdings is $5.9 million.  This amount was recognized as a reduction to our earnings available to our common shareholders for the purposes of computing earnings per share.
 
7. Comprehensive Income (Loss)
 
A summary of accumulated other comprehensive income (loss) components, net of tax, were as follows:
 
   
Foreign Currency Translation
   
Unrealized Gain on Investments
   
Fair Market Value of Cash Flow Hedges
   
Postretirement Benefit Obligation Gain
   
Accumulated Other Comprehensive Income (Loss)
 
   
(Unaudited)
 
   
(In thousands)
 
                               
Balance at March 31, 2011
  $ (26,028 )   $ 10,861     $ (32,438 )   $ 1,138     $ (46,467 )
Foreign currency translation
    992       -       -       -       992  
Unrealized loss on investments
    -       (3,377 )     -       -       (3,377 )
Change in fair value of cash flow hedges
    -       -       (2,393 )     -       (2,393 )
Balance at June 30, 2011
  $ (25,036 )   $ 7,484     $ (34,831 )   $ 1,138     $ (51,245 )
 

 
8. Contingent Liabilities and Commitments
 
The Company leases a portion of its rental equipment and certain of its facilities under operating leases with terms that expire at various dates through 2018, with the exception of one land lease expiring in 2034. As of June 30, 2011, AMERCO has guaranteed $153.5 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.

 
14

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
Lease commitments for leases having terms of more than one year were as follows:

   
Property,
Plant and
Equipment
   
Rental
Equipment
   
Total
 
   
(Unaudited)
 
   
(In thousands)
 
Year-ended June 30:
                 
2012
  $ 14,630     $ 104,348     $ 118,978  
2013
    13,735       87,404       101,139  
2014
    11,840       70,403       82,243  
2015
    728       46,729       47,457  
2016
    585       13,834       14,419  
Thereafter
    5,250       5,554       10,804  
Total
  $ 46,768     $ 328,272     $ 375,040  

 
9. Contingencies
 
Shoen
 
In September 2002, Paul F. Shoen filed a shareholder derivative lawsuit in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Paul F. Shoen vs. SAC Holding Corporation et al ., CV 02-05602, seeking damages and equitable relief on behalf of AMERCO from SAC Holdings and certain current and former members of the AMERCO Board of Directors, including Edward J. Shoen, Mark V. Shoen and James P. Shoen as Defendants. AMERCO is named as a nominal Defendant in the case. The complaint alleges breach of fiduciary duty, self-dealing, usurpation of corporate opportunities, wrongful interference with prospective economic advantage and unjust enrichment and seeks the unwinding of sales of self-storage properties by subsidiaries of AMERCO to SAC prior to the filing of the complaint. The complaint seeks a declaration that such transfers are void as well as unspecified damages. In October 2002, the Defendants filed motions to dismiss the complaint. Also in October 2002, Ron Belec filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al ., CV 02-06331 and in January 2003, M.S. Management Company, Inc. filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned M.S. Management Company, Inc. vs. William E. Carty, et al ., CV 03-00386. Two additional derivative suits were also filed against these parties. Each of these suits is substantially similar to the Paul F. Shoen case. The Court consolidated the five cases and thereafter dismissed these actions in May 2003, concluding that the AMERCO Board of Directors had the requisite level of independence required in order to have these claims resolved by the Board. Plaintiffs appealed this decision and, in July 2006, the Nevada Supreme Court reversed the ruling of the trial court and remanded the case to the trial court for proceedings consistent with its ruling, allowing the Plaintiffs to file an amended complaint and plead in addition to substantive claims, demand futility.
 
In November 2006, the Plaintiffs filed an amended complaint. In December 2006, the Defendants filed motions to dismiss, based on various legal theories. In March 2007, the Court denied AMERCO’s motion to dismiss regarding the issue of demand futility, stating that “Plaintiffs have satisfied the heightened pleading requirements of demand futility by showing a majority of the members of the AMERCO Board of Directors were interested parties in the SAC transactions.” The Court heard oral argument on the remainder of the Defendants’ motions to dismiss, including the motion (“Goldwasser Motion”) based on the fact that the subject matter of the lawsuit had been settled and dismissed in earlier litigation known as Goldwasser v. Shoen , C.V.N.-94-00810-ECR (D.Nev), Washoe County, Nevada. In addition, in September and October 2007, the Defendants filed Motions for Judgment on the Pleadings or

 
15

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
in the Alternative Summary Judgment, based on the fact that the stockholders of the Company had ratified the underlying transactions at the 2007 annual meeting of stockholders of AMERCO. In December 2007, the Court denied this motion. This ruling does not preclude a renewed motion for summary judgment after discovery and further proceedings on these issues. On April 7, 2008, the litigation was dismissed, on the basis of the Goldwasser Motion. On May 8, 2008, the Plaintiffs filed a notice of appeal of such dismissal to the Nevada Supreme Court. On May 20, 2008, AMERCO filed a cross appeal relating to the denial of its Motion to Dismiss in regard to demand   futility.
 
On May 12, 2011, the Nevada Supreme Court affirmed in part, reversed in part, and remanded the case for further proceedings.  First, the Court ruled that the Goldwasser settlement did not release claims that arose after the agreement and, therefore, reversed the trial court’s dismissal of the Complaint on that ground. Second, the Court affirmed the district court’s determination that the in pari delicto defense is available in a derivative suit and reversed and remanded to the district court to determine if the defense applies to this matter.  Third, the Court remanded to the district court to conduct an evidentiary hearing to determine whether demand upon the AMERCO Board was, in fact, futile.  Fourth, the Court invited AMERCO to seek a ruling from the district court as to the legal effect of the AMERCO Shareholders’ 2008 ratification of the underlying AMERCO/SAC transactions.
 
Last, as to individual claims for relief, the Court affirmed the district court’s dismissal of the breach of fiduciary duty of loyalty claims as to all defendants except Mark Shoen.  The Court affirmed the district court’s dismissal of the breach of fiduciary duty: ultra vires Acts claim as to all defendants. The Court reversed the district court’s dismissal of aiding and abetting a breach of fiduciary duty and unjust enrichment claims against the SAC entities.  The Court reversed the trial court’s dismissal of the claim for wrongful interference with prospective economic advantage as to all defendants.
 
Environmental
 
Compliance with environmental requirements of federal, state and local governments may significantly affect Real Estate’s business operations. Among other things, these requirements regulate the discharge of materials into the air, land and water 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.
 
Other
 
The Company is named as a defendant in various other litigation and claims arising out of the normal course of business. In management’s opinion, none of these other matters will have a material effect on the Company’s financial position and results of operations.
 
10. Related Party Transactions
 
As set forth in the Audit Committee Charter and consistent with Nasdaq Listing Rules, the Audit Committee reviews and maintains oversight over related party transactions which are required to be disclosed under the SEC rules and regulations. Accordingly, all such related party transactions are submitted to the Audit Committee for ongoing review and oversight. The Company’s internal processes ensure that the Company’s legal and finance departments identify and monitor potential related party transactions which may require disclosure and Audit Committee oversight.
 
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 completed on terms substantially equivalent to those that would prevail in arm’s-length transactions.

 
16

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
SAC Holding Corporation and SAC Holding II Corporation, (collectively “SAC Holdings”) were established in order to acquire self-storage properties. These properties are being managed by the Company pursuant to management agreements. In the past, the Company has sold various self-storage properties to SAC Holdings, and such sales provided significant cash flows to the Company.
 
Management believes that the 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.
 
Related Party Revenue
 
   
Quarter Ended June 30,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
U-Haul interest income revenue from SAC Holdings
  $ 4,816     $ 4,770  
U-Haul interest income revenue from Private Mini
    1,353       1,364  
U-Haul management fee revenue from SAC Holdings
    3,729       3,559  
U-Haul management fee revenue from Private Mini
    552       540  
U-Haul management fee revenue from Mercury
    454       437  
    $ 10,904     $ 10,670  
 
During the first quarter of fiscal 2012, subsidiaries of the Company held various junior unsecured notes of SAC Holdings. Substantially all of the equity interest of SAC Holdings is controlled by Blackwater Investments, Inc. (“Blackwater”). Blackwater is wholly-owned by Mark V. Shoen, a significant shareholder and executive officer of AMERCO. The Company does not have an equity ownership interest in SAC Holdings. The Company received cash interest payments of $4.3 million and $3.3 million, from SAC Holdings during the first quarter of fiscal 2012 and 2011, respectively. The largest aggregate amount of notes receivable outstanding during the first quarter of fiscal 2012 was $196.2 million and the aggregate notes receivable balance at June 30, 2011 was $196.0 million. In accordance with the terms of these notes, SAC Holdings may prepay the notes without penalty or premium at any time. The scheduled maturities of these notes are between 2019 and 2024.
 
Interest accrues on the outstanding principal balance of junior notes of SAC Holdings that the Company holds at a 9.0% rate per annum. A fixed portion of that basic interest is paid on a monthly basis. Additional interest can be earned on notes totaling $122.2 million of principal depending upon the amount of remaining basic interest and the cash flow generated by the underlying property. This amount is referred to as the “cash flow-based calculation.”
 
To the extent that this cash flow-based calculation exceeds the amount of remaining basic interest, contingent interest would be paid on the same monthly date as the fixed portion of basic interest. To the extent that the cash flow-based calculation is less than the amount of remaining basic interest, the additional interest payable on the applicable monthly date is limited to the amount of that cash flow-based calculation. In such a case, the excess of the remaining basic interest over the cash flow-based calculation is deferred. In addition, subject to certain contingencies, the junior notes provide that the holder of the note is entitled to receive a portion of the appreciation realized upon, among other things, the sale of such property by SAC Holdings. To date, no excess cash flows related to these arrangements have been earned or paid.
 
During the first quarter of fiscal 2012, AMERCO and U-Haul held various junior notes with Private Mini Storage Realty, L.P. (“Private Mini”). The equity interests of Private Mini are ultimately controlled by Blackwater. The Company received cash interest payments of $1.4 million from Private Mini for the first quarter of fiscal 2012 and 2011. The largest aggregate amount of notes receivable outstanding during the first quarter of fiscal 2012 was $66.7 million and the aggregate notes receivable balance at June 30, 2011 was $66.6 million.

 
17

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
The Company currently manages the self-storage properties owned or leased by SAC Holdings, Mercury Partners, L.P. (“Mercury”), Four SAC Self-Storage Corporation (“4 SAC”), Five SAC Self-Storage Corporation (“5 SAC”), Galaxy Investments, L.P. (“Galaxy”) and Private Mini pursuant to a standard form of management agreement, under which the Company receives a management fee of between 4% and 10% of the gross receipts plus reimbursement for certain expenses. The Company received management fees, exclusive of reimbursed expenses, of $8.6 million and $8.8 million from the above mentioned entities during the first quarter of fiscal 2012 and 2011, 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.
 
Related Party Costs and Expenses
 
   
Quarter Ended June 30,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
U-Haul lease expenses to SAC Holdings
  $ 623     $ 623  
U-Haul commission expenses to SAC Holdings
    10,003       9,416  
U-Haul commission expenses to Private Mini
    643       616  
    $ 11,269     $ 10,655  
 
The Company leases space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy. The terms of the leases are similar to the terms of leases for other properties owned by unrelated parties that are leased to the Company.
 
At June 30, 2011, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini acted as U-Haul independent dealers. The financial and other terms of the dealership contracts with the aforementioned companies and their subsidiaries are substantially identical to the terms of those with the Company’s other independent dealers whereby commissions are paid by the Company based upon equipment rental revenues.
 
These agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini, excluding Dealer Agreements, provided revenues of $10.5 million, expenses of $0.6 million and cash flows of $12.7 million during the first quarter of fiscal 2012. Revenues and commission expenses related to the Dealer Agreements were $50.5 million and $10.6 million, respectively during the first quarter of fiscal 2012.
 
The Company adopted Accounting Standards Update (“ASU”) 2009-17, which amends the FASB ASC for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R) , as of April 1, 2010.  Management determined that the junior notes of SAC Holdings and Private Mini and the management agreements with SAC Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini represent potential variable interests for the Company.  Management evaluated whether it should be identified as the primary beneficiary of one or more of these variable interest entity’s (“VIE’s”) using a two step approach in which management a) identified all other parties that hold interests in the VIE’s, and b) determined if any variable interest holder has the power to direct the activities of the VIE’s that most significantly impact their economic performance.
 
Management determined that they do not have a variable interest in the holding entities Mercury,    4 SAC, 5 SAC, or Galaxy through management agreements which are with the individual operating entities or through the issuance of junior debt; therefore, the Company is precluded from consolidating these entities, which is consistent with the accounting treatment immediately prior to adopting ASU 2009-17.

 
18

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
The Company has junior debt with the holding entities SAC Holding Corporation, SAC Holding II Corporation, and Private Mini which represents a variable interest in each individual entity.  Though the Company has certain protective rights within these debt agreements, the Company has no present influence or control over these holding entities unless their protective rights become exercisable, which management considers unlikely based on their payment history.  As a result, the Company has no basis under ASC 810 - Consolidation (“ ASC 810”) to consolidate these entities, which is consistent with the accounting treatment immediately prior to adopting ASU 2009-17.
 
The Company does not have the power to direct the activities that most significantly impact the economic performance of the individual operating entities which have management agreements with U-Haul.  Through control of the holding entities assets, and its ability and history of making key decisions relating to the entity and its assets, Blackwater, and its owner, are the variable interest holder with the power to direct the activities that most significantly impact each of the individual holding entities and the individual operating entities’ performance.  As a result, the Company has no basis under ASC 810 to consolidate these entities, which is consistent with the accounting treatment immediately prior to adopting ASU 2009-17.
 
The Company has not provided financial or other support explicitly or implicitly during the quarter ended June 30, 2011 to any of these entities that it was not previously contractually required to provide.  The carrying amount and classification of the assets and liabilities in the Company’s balance sheet that relate to the Company’s variable interests in the aforementioned entities are as follows, which approximate the maximum exposure to loss as a result of the Company’s involvement with these entities:
 
Related Party Assets
 
   
June 30,
   
March 31,
 
   
2011
   
2011
 
   
(Unaudited)
       
   
(In thousands)
 
U-Haul notes, receivables and interest from Private Mini
  $ 69,123     $ 69,201  
U-Haul notes receivable from SAC Holdings
    196,013       196,191  
U-Haul interest receivable from SAC Holdings
    17,589       17,096  
U-Haul receivable from SAC Holdings
    12,751       16,346  
U-Haul receivable from Mercury
    2,844       3,534  
Other (a)
    6,595       (400 )
    $ 304,915     $ 301,968  
 
(a)  
Timing differences for intercompany balances with insurance subsidiaries. The June 30, 2011 balance includes the redemption of our Preferred stock.
 
Between January 1, 2009 and March 31, 2011, our insurance subsidiaries purchased 308,300 shares of Series A Preferred on the open market for $7.2 million.

 
19

 


AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
11. Consolidating Financial Information by Industry Segment
 
AMERCO’s three reportable segments are:
 
·  
Moving and Storage, comprised of AMERCO, U-Haul, and Real Estate and the subsidiaries of U-Haul and Real Estate,
 
·  
Property and Casualty Insurance, comprised of Repwest and its subsidiaries and ARCOA, and
 
·  
Life Insurance, comprised of Oxford and its subsidiaries.
 
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 information includes elimination entries necessary to consolidate AMERCO, the parent, with its subsidiaries.
 
Investments in subsidiaries are accounted for by the parent using the equity method of accounting.
 


 
20

 

AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
11. Financial Information by Consolidating Industry Segment:
 
Consolidating balance sheets by industry segment as of June 30, 2011 are as follows:
 
   
Moving & Storage
        AMERCO Legal Group  
   
AMERCO
   
U-Haul
   
Real Estate
 
Eliminations
     
Moving & Storage
Consolidated
   
Property & Casualty Insurance (a)
   
Life
Insurance (a)
 
Eliminations
     
AMERCO
Consolidated
 
   
(Unaudited)
 
   
(In thousands)
 
Assets:
     
Cash and cash equivalents
  $ 69,618     $ 120,663     $ 839   $ -       $ 191,120     $ 19,504     $ 33,129   $ -       $ 243,753  
Reinsurance recoverables and trade receivables, net
    -       28,661       -     -         28,661       174,485       39,345     -         242,491  
Inventories, net
    -       58,960       -     -         58,960       -       -     -         58,960  
Prepaid expenses
    7,008       49,156       310     -         56,474       -       -     -         56,474  
Investments, fixed maturities and marketable equities
    19,465       -       -     -         19,465       125,166       527,913     (7,994 )
(d)
    664,550  
Investments, other
    -       10,390       32,730     -         43,120       89,035       74,397     -         206,552  
Deferred policy acquisition costs, net
    -       -       -     -         -       -       54,420     -         54,420  
Other assets
    2,703       97,744       27,209     -         127,656       663       337     -         128,656  
Related party assets
    1,225,280       243,250       87     (1,168,453 )
(c)
    300,164       2,817       -     1,934  
(c)
    304,915  
      1,324,074       608,824       61,175     (1,168,453 )       825,620       411,670       729,541     (6,060 )       1,960,771  
                                                                         
Investment in subsidiaries
    (76,690 )     -       -     422,176  
(b)
    345,486       -       -     (345,486 )
(b)
    -  
                                                                         
Property, plant and equipment, at cost:
                                                                       
Land
    -       46,861       192,432     -         239,293       -       -     -         239,293  
Buildings and improvements
    -       168,221       875,498     -         1,043,719       -       -     -         1,043,719  
Furniture and equipment
    168       290,506       18,270     -         308,944       -       -     -         308,944  
Rental trailers and other rental equipment
    -       252,905       -     -         252,905       -       -     -         252,905  
Rental trucks
    -       1,723,159       -     -         1,723,159       -       -     -         1,723,159  
      168       2,481,652       1,086,200     -         3,568,020       -       -     -         3,568,020  
Less:  Accumulated depreciation
    (142 )     (1,006,106 )     (348,087 )   -         (1,354,335 )     -       -     -         (1,354,335 )
Total property, plant and equipment
    26       1,475,546       738,113     -         2,213,685       -       -     -         2,213,685  
Total assets
  $ 1,247,410     $ 2,084,370     $ 799,288   $ (746,277 )     $ 3,384,791     $ 411,670     $ 729,541   $ (351,546 )     $ 4,174,456  
                                                                         
(a) Balances as of March 31, 2011
                                                                       
(b) Eliminate investment in subsidiaries
                                                                       
(c) Eliminate intercompany receivables and payables
                                                                       
(d) Eliminate intercompany preferred stock investment
                                                                       
 


 
21

 

AMERCO AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
Consolidating balance sheets by industry segment as of June 30, 2011 are as follows:
 
   
Moving & Storage
        AMERCO Legal Group  
   
AMERCO
   
U-Haul
   
Real Estate
 
Eliminations
     
Moving & Storage
Consolidated
   
Property & Casualty Insurance (a)
   
Life
Insurance (a)
   
Eliminations
     
AMERCO
Consolidated
 
   
(Unaudited)
 
   
(In thousands)
 
Liabilities:
                                                       
Accounts payable and accrued expenses
  $ 885     $ 296,924     $ 3,661   $ -       $ 301,470     $ -     $ 22,558     $ (7 )
(c)
  $ 324,021  
Notes, loans and leases payable
    -       699,788       713,462     -         1,413,250       -       -       (750 )
(c)
    1,412,500  
Policy benefits and losses, claims and loss expenses payable
    -       387,647       -     -         387,647       278,452       266,018       -         932,117  
Liabilities from investment contracts
    -       -       -     -         -       -       241,202       -         241,202  
Other policyholders' funds and liabilities
    -       -       -     -         -       4,961       2,671       -         7,632  
Deferred income
    -       35,547       -     -         35,547       -       -       -         35,547  
Deferred income taxes
    323,167       -       -     -         323,167       (29,235 )     8,046       (281 )
(d)
    301,697  
Related party liabilities
    -       937,027       234,880     (1,168,453 )
(c)
    3,454       1,462       108       (5,024 )
(c)
    -  
Total liabilities
    324,052       2,356,933       952,003     (1,168,453 )       2,464,535       255,640       540,603       (6,062 )       3,254,716  
                                                                           
Stockholders' equity:
                                                                         
Series preferred stock:
                                                                         
Series A preferred stock
    -       -       -     -         -       -       -       -         -  
Series B preferred stock
    -       -       -     -         -       -       -       -         -  
Series A common stock
    -       -       -     -         -       -       -       -         -  
Common stock
    10,497       540       1     (541 )
(b)
    10,497       3,301       2,500       (5,801 )
(b)
    10,497  
Additional paid-in capital
    432,210       121,230       147,941     (269,171 )
(b)
    432,210       89,620       26,271       (116,101 ) (b,d)     432,000  
Accumulated other comprehensive income (loss)