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

Form 10-Q

(Mark One)
 
R
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended December 31, 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £    Accelerated filer R    Non-accelerated filer £ (Do not check if a smaller reporting company)  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 February 1, 2012.
 


 
 

 

TABLE OF CONTENTS

   
Page
 
PART I FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
 
1
 
2
 
3
 
4
 
5
 
6
Item 2.
38
Item 3.
Quantitative and Qualitative Disclosures About Market Risk                                                                                                                 
57
Item 4.
Controls and Procedures                                                                                                                 
58
     
 
PART II OTHER INFORMATION
 
Item 1.
Legal Proceedings                                                                                                                 
59
Item 1A.
Risk Factors                                                                                                                 
59
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                 
59
Item 3.
Defaults Upon Senior Securities                                                                                                                 
60
Item 4.
(Removed and Reserved)                                                                                                                 
60
Item 5.
Other Information                                                                                                                 
60
Item 6.
Exhibits                                                                                                                
60


 
 

 

PART I FINANCIAL INFORMATION
 
ITEM 1. Financial Statements
 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED  BALANCE SHEETS
 
   
December 31,
   
March 31,
 
   
2011
   
2011
 
   
(Unaudited)
       
   
(In thousands)
 
ASSETS
           
Cash and cash equivalents
  $ 438,277     $ 375,496  
Reinsurance recoverables and trade receivables, net
    351,828       205,371  
Inventories, net
    56,766       59,942  
Prepaid expenses
    54,941       57,624  
Investments, fixed maturities and marketable equities
    724,456       659,809  
Investments, other
    242,539       201,868  
Deferred policy acquisition costs, net
    62,384       52,870  
Other assets
    124,264       166,633  
Related party assets
    297,513       301,968  
      2,352,968       2,081,581  
Property, plant and equipment, at cost:
               
Land
    281,144       239,177  
Buildings and improvements
    1,058,932       1,024,669  
Furniture and equipment
    309,050       310,671  
Rental trailers and other rental equipment
    253,791       249,700  
Rental trucks
    1,766,847       1,611,763  
      3,669,764       3,435,980  
Less: Accumulated depreciation
    (1,388,730 )     (1,341,407 )
Total property, plant and equipment
    2,281,034       2,094,573  
Total assets
  $ 4,634,002     $ 4,176,154  
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Liabilities:
               
Accounts payable and accrued expenses
  $ 344,205     $ 304,006  
Notes, loans and leases payable
    1,507,976       1,397,842  
Policy benefits and losses, claims and loss expenses payable
    1,148,074       927,376  
Liabilities from investment contracts
    236,805       246,717  
Other policyholders' funds and liabilities
    5,382       8,727  
Deferred income
    28,218       27,209  
Deferred income taxes
    362,164       271,257  
Total liabilities
    3,632,824       3,183,134  
                 
Commitments and contingencies (notes 4, 9, 10 and 11)
               
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 December 31 and March 31, 2011
    -       -  
Series B preferred stock, with no par value, 100,000 shares authorized; none
               
issued and outstanding as of December 31 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 December 31 and March 31, 2011
    -       -  
Common stock of $0.25 par value, 150,000,000 shares authorized; 41,985,700
               
issued as of December 31 and March 31, 2011
    10,497       10,497  
Additional paid-in capital
    432,846       425,212  
Accumulated other comprehensive loss
    (53,619 )     (46,467 )
Retained earnings
    1,291,659       1,140,002  
Cost of common shares in treasury, net (22,377,912 shares as of December 31 and March 31, 2011)
    (525,653 )     (525,653 )
Cost of preferred shares in treasury, net (6,100,000 shares as of December 31 and 308,300 shares as of March 31, 2011)
    (151,997 )     (7,189 )
Unearned employee stock ownership plan shares
    (2,555 )     (3,382 )
Total stockholders' equity
    1,001,178       993,020  
Total liabilities and stockholders' equity
  $ 4,634,002     $ 4,176,154  
 

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

 
1

 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Quarter Ended December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands, except share and per share amounts)
 
Revenues:
           
Self-moving equipment rentals
  $ 375,744     $ 342,953  
Self-storage revenues
    33,846       30,638  
Self-moving and self-storage products and service sales
    43,206       41,533  
Property management fees
    5,368       5,129  
Life insurance premiums
    132,643       74,306  
Property and casualty insurance premiums
    9,429       8,998  
Net investment and interest income
    15,234       13,213  
Other revenue
    17,619       13,212  
Total revenues
    633,089       529,982  
                 
Costs and expenses:
               
Operating expenses
    269,834       252,986  
Commission expenses
    47,864       42,367  
Cost of sales
    24,505       22,586  
Benefits and losses
    173,748       70,312  
Amortization of deferred policy acquisition costs
    3,666       2,480  
Lease expense
    32,325       37,159  
Depreciation, net of (gains) on disposals of (($699) and ($1,655), respectively)
    56,274       50,815  
Total costs and expenses
    608,216       478,705  
                 
Earnings from operations
    24,873       51,277  
Interest expense
    (22,744 )     (22,236 )
Pretax earnings
    2,129       29,041  
Income tax expense
    (1,401 )     (10,433 )
Net earnings
    728       18,608  
Less: Preferred stock dividends
    -       (3,079 )
Earnings available to common shareholders
  $ 728     $ 15,529  
Basic and diluted earnings per common share
  $ 0.04     $ 0.80  
Weighted average common shares outstanding: Basic and diluted
    19,481,614       19,439,622  
 

Related party revenues for the third quarter of fiscal 2012 and 2011, net of eliminations, were $11.6 million and $11.3 million, respectively.

Related party costs and expenses for the third quarter of fiscal 2012 and 2011, net of eliminations, were $11.0 million and $8.8 million, respectively.

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

 
2

 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Nine Months Ended December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands, except share and per share amounts)
 
Revenues:
           
Self-moving equipment rentals
  $ 1,333,918     $ 1,229,544  
Self-storage revenues
    99,682       89,512  
Self-moving and self-storage products and service sales
    167,352       161,644  
Property management fees
    14,929       14,245  
Life insurance premiums
    229,839       152,131  
Property and casualty insurance premiums
    25,076       23,477  
Net investment and interest income
    48,398       39,442  
Other revenue
    60,041       42,910  
Total revenues
    1,979,235       1,752,905  
                 
Costs and expenses:
               
Operating expenses
    836,149       776,379  
Commission expenses
    168,865       152,149  
Cost of sales
    89,729       83,854  
Benefits and losses
    268,140       143,117  
Amortization of deferred policy acquisition costs
    10,716       6,549  
Lease expense
    99,271       113,789  
Depreciation, net of (gains) on disposals of (($18,326) and ($18,964), respectively)
    148,696       139,561  
Total costs and expenses
    1,621,566       1,415,398  
                 
Earnings from operations
    357,669       337,507  
Interest expense
    (68,340 )     (65,488 )
Pretax earnings
    289,329       272,019  
Income tax expense
    (109,367 )     (101,690 )
Net earnings
    179,962       170,329  
Less: Excess of redemption value over carrying value of preferred shares redeemed
    (5,908 )     (171 )
Less: Preferred stock dividends
    (2,913 )     (9,336 )
Earnings available to common shareholders
  $ 171,141     $ 160,822  
Basic and diluted earnings per common share
  $ 8.79     $ 8.28  
Weighted average common shares outstanding: Basic and diluted
    19,470,886       19,427,294  
 

Related party revenues for the first nine months of fiscal 2012 and 2011, net of eliminations, were $33.5 million and $32.8 million, respectively.

Related party costs and expenses for the first nine months of fiscal 2012 and 2011, net of eliminations, were $34.9 million and $31.5 million, respectively.

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

 


 
3

 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
Quarter Ended December 31, 2011
 
Pre-tax
   
Tax
   
Net
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
                 
Net earnings
  $ 2,129     $ (1,401 )   $ 728  
Other comprehensive income (loss):
                       
Foreign currency translation
    1,578       -       1,578  
Unrealized gain on investments
    14,079       (4,901 )     9,178  
Change in fair value of cash flow hedges
    2,977       (1,131 )     1,846  
Total comprehensive income
  $ 20,763     $ (7,433 )   $ 13,330  

Quarter Ended December 31, 2010
 
Pre-tax
   
Tax
   
Net
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
                 
Net earnings
  $ 29,041     $ (10,433 )   $ 18,608  
Other comprehensive income (loss):
                       
Foreign currency translation
    3,317       -       3,317  
Unrealized gain on investments
    14,537       (5,149 )     9,388  
Change in fair value of cash flow hedges
    15,862       (6,027 )     9,835  
Total comprehensive income
  $ 62,757     $ (21,609 )   $ 41,148  

Nine Months Ended December 31, 2011
 
Pre-tax
   
Tax
   
Net
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
                 
Net earnings
  $ 289,329     $ (109,367 )   $ 179,962  
Other comprehensive income (loss):
                       
Foreign currency translation
    (4,179 )     -       (4,179 )
Unrealized gain on investments
    7,328       (2,159 )     5,169  
Change in fair value of cash flow hedges
    (13,133 )     4,991       (8,142 )
Total comprehensive income
  $ 279,345     $ (106,535 )   $ 172,810  

Nine Months Ended December 31, 2010
 
Pre-tax
   
Tax
   
Net
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
                 
Net earnings
  $ 272,019     $ (101,690 )   $ 170,329  
Other comprehensive income (loss):
                       
Foreign currency translation
    1,538       -       1,538  
Unrealized gain on investments
    21,300       (7,398 )     13,902  
Change in fair value of cash flow hedges
    (3,706 )     1,409       (2,297 )
Total comprehensive income
  $ 291,151     $ (107,679 )   $ 183,472  

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


 
4

 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
Nine Months Ended December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
 Cash flow from operating activities:
           
 Net earnings
  $ 179,962     $ 170,329  
 Adjustments to reconcile net earnings to cash provided by operations:
               
 Depreciation
    167,022       158,525  
 Amortization of deferred policy acquisition costs
    10,716       6,549  
 Change in allowance for losses on trade receivables
    (89 )     26  
 Change in allowance for inventory reserves
    3,005       1,271  
 Net gain on sale of real and personal property
    (18,326 )     (18,964 )
 Net gain on sale of investments
    (5,454 )     (1,546 )
 Deferred income taxes
    94,581       59,628  
 Net change in other operating assets and liabilities:
               
Reinsurance recoverables and trade receivables
    (146,365 )     (34,547 )
Inventories
    173       (8,809 )
Prepaid expenses
    2,666       9,784  
Capitalization of deferred policy acquisition costs
    (19,072 )     (20,584 )
Other assets
    3,623       40,239  
Related party assets
    (7,362 )     1,136  
Accounts payable and accrued expenses
    7,428       14,687  
Policy benefits and losses, claims and loss expenses payable
    221,750       84,779  
Other policyholders' funds and liabilities
    (3,345 )     804  
Deferred income
    1,070       903  
Related party liabilities
    (267 )     219  
 Net cash provided by operating activities
    491,716       464,429  
                 
 Cash flows from investing activities:
               
 Purchases of:
               
Property, plant and equipment
    (421,743 )     (337,510 )
Short term investments
    (167,308 )     (172,451 )
Fixed maturities investments
    (174,575 )     (155,242 )
Equity securities
    (9,048 )     (11,247 )
Preferred stock
    (1,617 )     (11,391 )
Real estate
    (5,201 )     (145 )
Mortgage loans
    (94,111 )     (20,992 )
 Proceeds from sale of:
               
Property, plant and equipment
    139,852       149,351  
Short term investments
    186,893       213,172  
Fixed maturities investments
    116,609       97,015  
Equity securities
    10,210       1,198  
Preferred stock
    1,252       -  
Real estate
    146       190  
Mortgage loans
    40,883       8,797  
 Net cash used by investing activities
    (377,758 )     (239,255 )
                 
 Cash flows from financing activities:
               
Borrowings from credit facilities
    239,799       306,687  
Principal repayments on credit facilities
    (166,615 )     (248,884 )
Debt issuance costs
    (1,788 )     (1,987 )
Capital lease payments
    (5,962 )     (9,852 )
Leveraged Employee Stock Ownership Plan - repayments from loan
    827       881  
Securitizaton deposits
    40,500       (87,719 )
Preferred stock redemption paid
    (144,289 )     -  
Preferred stock dividends paid
    (2,913 )     (9,336 )
Dividend from related party
    -       3,303  
Contribution to related party
    (518 )     -  
Investment contract deposits
    10,567       8,503  
Investment contract withdrawals
    (20,479 )     (25,749 )
 Net cash used by financing activities
    (50,871 )     (64,153 )
                 
 Effects of exchange rate on cash
    (306 )     179  
                 
 Increase in cash and cash equivalents
    62,781       161,200  
 Cash and cash equivalents at the beginning of period
    375,496       244,118  
 Cash and cash equivalents at the end of period
  $ 438,277     $ 405,318  
The accompanying notes are an integral part of these condensed consolidated financial statements.

 
5

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
1.      Basis of Presentation
 
AMERCO, a Nevada corporation (“AMERCO”), has a third fiscal quarter that ends on the 31 st of December for each year that is referenced. Our insurance company subsidiaries have a third quarter that ends on the 30 th of September 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.
 
During the Property and Casualty segment’s fourth quarter (October 2011 to December 2011) an adjustment was made to strengthen excess workers’ compensation reserves. Due to the materiality of this adjustment and its timing in relation to AMERCO’s third quarter reporting, the adjustment was recorded into the Property and Casualty third quarter fiscal 2012 results as presented herein.
 
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 December 31, 2011 and the related condensed consolidated statements of operations and comprehensive income for the third quarter and the first nine months and the cash flows for the first nine months ended 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 Quarterly Report on Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations 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.
 
The Moving and Storage operating segment includes 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
 
 
 

 
6

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
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.
 
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 and 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 120,725 and 164,035 as of December 31, 2011 and December 31, 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 recognized 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 subsidiaries 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 for the first nine months of fiscal 2012.
 
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 $0.2 million charge to net earnings in the first nine months of fiscal 2011 in connection with these purchases.
 
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 $14.4 million at December 31, 2011.

 
7

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
Available-for-Sale Investments
 
Available-for-sale investments at December 31, 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
  $ 27,128     $ 2,990     $ (18 )   $ -     $ 30,100  
U.S. government agency mortgage-backed securities
    51,155       5,151       (1 )     (30 )     56,275  
Obligations of states and political subdivisions
    129,145       8,703       -       (15 )     137,833  
Corporate securities
    422,704       32,884       (776 )     (1,645 )     453,167  
Mortgage-backed securities
    12,708       235       (62 )     (62 )     12,819  
Redeemable preferred stocks
    24,370       903       (1,724 )     (144 )     23,405  
Common stocks
    27,736       11       (16,304 )     (586 )     10,857  
    $ 694,946     $ 50,877     $ (18,885 )   $ (2,482 )   $ 724,456  

 
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 $132.6 million during the first nine months of fiscal 2012. The gross realized gains on these sales totaled $5.8 million. The gross realized losses on these sales totaled $0.1 million.
 
The unrealized losses of more than twelve months in the available-for-sale table are considered temporary declines. The Company tracks each investment with an unrealized loss and evaluates them on an individual basis for other-than-temporary impairments including obtaining corroborating opinions from third party sources, performing trend analysis and reviewing management’s future plans. Certain of these investments may have declines determined by management to be other-than-temporary and the Company recognizes these write-downs through earnings. The Company’s insurance subsidiaries recognized $0.1 million in other-than-temporary impairments for the first nine months of fiscal 2012. There were no write downs in the third quarter of fiscal 2012 and 2011 or for the first nine months of fiscal 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 to the belief that each issuer would not have the ability to meet the remaining contractual obligations of the security, including payment at maturity. The Company has the ability and intent not to sell its fixed maturity and common stock investments for a period of time sufficient to allow the Company 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.

 
8

 

AMERCO AND CONSOLIDATED ENTITIES
 
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  
Additions:
       
Other-than-temporary impairment not previously recognized
    -  
Balance at December 31, 2011
  $ 552  
 

 
The adjusted cost and estimated market value of available-for-sale investments at December 31, 2011, by contractual maturity, were as follows:
 
   
Amortized
Cost
   
Estimated
Market
Value
 
   
(Unaudited)
 
   
(In thousands)
 
Due in one year or less
  $ 41,597     $ 42,051  
Due after one year through five years
    153,462       161,091  
Due after five years through ten years
    171,083       183,771  
Due after ten years
    263,990       290,462  
      630,132       677,375  
                 
Mortgage backed securities
    12,708       12,819  
Redeemable preferred stocks
    24,370       23,405  
Equity securities
    27,736       10,857  
    $ 694,946     $ 724,456  
 


 
9

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
4. Borrowings
 
Long-Term Debt
 
Long-term debt was as follows:
 
               
December 31,
   
March 31,
 
   
2012 Rate (a)
   
Maturities
   
2011
   
2011
 
               
(Unaudited)
       
               
(In thousands)
 
Real estate loan (amortizing term)
    6.93 %     2018     $ 247,500     $ 255,000  
Real estate loan (revolving credit)
    -       2018       -       -  
Real estate loan (amortizing term)
    2.17 %     2016       25,675       11,222  
Real estate loan (revolving credit)
    1.77 %     2012       23,920       -  
Senior mortgages
    5.47%-5.75 %     2015       463,138       476,783  
Working capital loan (revolving credit)
    -       2012       -       -  
Fleet loans (amortizing term)
    3.52%-7.95 %     2012-2018       406,751       325,591  
Fleet loans (securitization)
    4.90%-5.56 %     2014-2017       235,038       271,290  
Other obligations
    3.00%-9.50 %     2012-2031       111,191       57,956  
Less: Other obligations held by subsidiaries
                    (5,237 )     -  
Total notes, loans and leases payable
                  $ 1,507,976     $ 1,397,842  
                                 
(a) Interest rate as of December 31, 2011, 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. The loan is comprised of a term loan facility with initial availability of $300.0 million and a revolving credit facility with a current availability of $198.8 million. As of December 31, 2011, the outstanding balance on the Real Estate Loan was $247.5 million and the Company had the full $198.8 million 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 December 31, 2011, the applicable LIBOR was 0.28% and the applicable margin was 1.50%, the sum of which was 1.78%. 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.

 
10

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
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 initial availability of $26.1 million and a final maturity of June 30, 2016. As of December 31, 2011, the outstanding balance was $25.7 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 December 31, 2011, the applicable LIBOR was 0.27% and the margin was 1.90%, the sum of which was 2.17%. 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 December 31, 2011, the Company had $76.1 million available to be drawn. The interest rate is the applicable LIBOR plus a margin of 1.50%. At December 31, 2011, the applicable LIBOR was 0.27% and the margin was 1.50%, the sum of which was 1.77%. 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 December 31, 2011 were in the aggregate amount of $463.1 million and mature in 2015. The senior mortgages require average monthly principal and interest payments 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, range between 5.47% and 5.75%. 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.
 
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 December 31, 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 December 31, 2011 was $291.8 million with the final maturities between April 2012 and December 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 December 31, 2011, the applicable LIBOR was between 0.27% and 0.28% and applicable margins were between 0.90% and 2.63%. The interest rates are hedged with interest rate swaps fixing the rates between 3.85% and 7.07% based on current margins. Additionally, $6.0 million of these loans are carried at a fixed rate of 7.95%.

 
11

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
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 was used to fund cargo van and pickup acquisitions for the past two years. This term note was amended on August 26, 2011. The amount of the term note was increased to $95.0 million. On December 22, 2011, the Company entered into another term loan for $20.0 million. The final maturity date of these notes is August 2016. The agreements contain options to extend the maturity through May 2017.  These notes are secured by the purchased equipment and the corresponding operating cash flows associated with their operation.  These notes have fixed interest rates between 3.52% and 3.53%.
 
AMERCO and U-Haul International, Inc. are guarantors of this loan. 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 (“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.
 
The 2007 Box Truck Note has a fixed interest rate of 5.56% with an expected final maturity of February 2014. At December 31, 2011, the outstanding balance was $102.3 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 were 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 expected final maturity of October 2017. At December 31, 2011, the outstanding balance was $132.7 million. The note is secured by the box trucks being purchased and the corresponding operating cash flows associated with their operation.
 
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 December 2011, with terms of the leases between 3 and 7 years. At December 31, 2011, the balance of these leases was $100.1 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 December 31, 2011 the aggregate outstanding principal balance of the U-Notes issued was $11.1 million with interest rates between 3.00% and 8.00% and maturity dates between 2013 and 2031.

 
12

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
Annual Maturities of Notes, Loans and Leases Payable
 
The annual maturities of long-term debt as of December 31, 2011 for the next five years and thereafter are as follows:
 
   
Year Ended December 31,
 
   
2012
   
2013
   
2014
   
2015
   
2016
   
Thereafter
 
   
(Unaudited)
 
   
(In thousands)
 
Notes,loans and leases payable,secured
  $ 213,687     $ 102,624     $ 169,917     $ 492,398     $ 260,735     $ 268,615  
 

 
Interest on Borrowings
 
Interest Expense
 
Components of interest expense include the following:
 
   
Quarter Ended December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
Interest expense
  $ 16,009     $ 15,453  
Capitalized interest
    (76 )     (80 )
Amortization of transaction costs
    1,198       1,046  
Interest expense resulting from derivatives
    5,613       5,817  
Total interest expense
  $ 22,744     $ 22,236  
 

   
Nine Months Ended December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
Interest expense
  $ 47,888     $ 44,464  
Capitalized interest
    (154 )     (349 )
Amortization of transaction costs
    3,292       3,200  
Interest expense resulting from derivatives
    17,314       18,173  
Total interest expense
  $ 68,340     $ 65,488  
 
 
Interest paid in cash including payments related to derivative contracts, amounted to $19.8 million and $19.7 million for the third quarter of fiscal 2012 and 2011, respectively and $60.7 million and $58.5 million for the first nine months of fiscal 2012 and 2011, respectively.

 
13

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
Interest Rates
 
Interest rates and Company borrowings were as follows:
 
   
Revolving Credit Activity
 
   
Quarter Ended December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands, except interest rates)
 
Weighted average interest rate during the quarter
    1.80 %     1.69 %
Interest rate at the end of the quarter
    1.77 %     0.00 %
Maximum amount outstanding during the quarter
  $ 38,920     $ 15,000  
Average amount outstanding during the quarter
  $ 37,779     $ 14,185  
Facility fees
  $ 109     $ 57  
 

   
Revolving Credit Activity
 
   
Nine Months Ended December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands, except interest rates)
 
Weighted average interest rate during the first nine months
    1.72 %     1.77 %
Interest rate at the end of the first nine months
    1.77 %     0.00 %
Maximum amount outstanding during the first nine months
  $ 38,920     $ 111,000  
Average amount outstanding during the first nine months
  $ 24,685     $ 44,396  
Facility fees
  $ 416     $ 170  
 

 
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.

 
14

 

AMERCO AND CONSOLIDATED ENTITIES
 
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
 
3/30/2016
 
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
 
6/1/2011
  50.0  
(a),(b)
 
7/29/2011
 
8/15/2011
 
8/15/2018
 
7/29/2011
  20.0  
(a),(b)
 
8/3/2011
 
9/12/2011
 
9/10/2018
 
8/3/2011
                       
(a)interest rate swap agreement
           
(b)forwardswap
           
 

 
As of December 31, 2011, the total notional amount of the Company’s variable interest rate swaps was $522.1 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
 
   
December 31, 2011
   
March 31, 2011
 
   
(Unaudited)
       
   
(In thousands)
 
Interest rate contracts designated as hedging instruments
  $ 63,515     $ 51,052  
 

   
The Effect of Interest Rate
 
   
Contracts on the Statements of Operations
 
   
December 31, 2011
   
December 31, 2010
 
   
(Unaudited)
 
   
(In thousands)
 
Loss recognized in income on interest rate contracts
  $ 17,314     $ 18,173  
(Gain) loss recognized in AOCI on interest rate contracts (effective portion)
  $ 13,133     $ 3,706  
Loss reclassified from AOCI into income (effective portion)
  $ 17,984     $ 18,697  
(Gain) loss recognized in income on interest rate contracts (ineffective portion and amount excluded from effectiveness testing)
  $ (670 )   $ (524 )
 


 
15

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
Gains or losses recognized in income on derivatives are recorded as interest expense in the statements of operations. At December 31, 2011, the Company expects to reclassify $19.9 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.
 
6. Stockholders’ Equity
 
On December 7, 2011, the Company declared a special cash dividend on its Common Stock of $1.00 per share to holders of record on December 23, 2011. The dividend was paid on January 3, 2012.
 
Although the Board of Directors (the “Board”) decided to pay cash dividends to common stockholders, this is not necessarily indicative of the ability of the Company to pay (or the future willingness of the Board to declare the advisability of) cash dividends to our common stockholders on a consistent basis or at all in the future.
 
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 recognized 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 subsidiaries 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 for the first nine months of fiscal 2012.
 
From January 1, 2009 through March 31, 2011, our insurance subsidiaries purchased 308,300 shares of Series A Preferred on the open market for $7.2 million. Pursuant to ASC 260, we recognized a $0.2 million charge to net earnings for the first nine months of fiscal 2011 in connection with these entities.
 
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
    (4,179 )     -       -       -       (4,179 )
Unrealized gain on investments
    -       5,169       -       -       5,169  
Change in fair value of cash flow hedges
    -       -       (8,142 )     -       (8,142 )
Balance at December 31, 2011
  $ (30,207 )   $ 16,030     $ (40,580 )   $ 1,138     $ (53,619 )
 
8. Change in Excess Workers’ Compensation Reserves Estimate
 
The Company’s policy is to regularly review the adequacy of loss reserves associated with the lines of business of its insurance subsidiaries.  A current review of the underlying claims of Repwest’s excess workers’ compensation business indicated that claims have been developing more adversely than previously anticipated based on a combination of issues including medical inflation, additional treatments, longer claim terms and changes in ceding entity and third party administrator reporting practices.  As a result, Repwest adjusted its estimate for excess workers’ compensation reserves. The effect of this change increased benefits and losses expense by $48.3 million and decreased net earnings by $31.4 million, or $1.61 per share, for the third quarter ended fiscal 2012.

 
16

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
9. Contingent Liabilities and Commitments
 
The Company leases a portion of its rental equipment and certain of its facilities under operating leases with terms that expire at various dates substantially through 2018, with the exception of one land lease expiring in 2034. As of December 31, 2011, AMERCO has guaranteed $139.4 million of residual values for these rental equipment assets at the end of the respective lease terms. Certain leases contain renewal and fair market value purchase options as well as mileage and other restrictions. At the expiration of the lease, the Company has the option to renew the lease, purchase the asset for fair market value, or sell the asset to a third party on behalf of the lessor. AMERCO has been leasing equipment since 1987 and has experienced no material losses relating to these types of residual value guarantees.
 
Lease commitments for leases having terms of more than one year were as follows:
 
   
Property,
Plant and
Equipment
   
Rental
Equipment
   
Total
 
   
(Unaudited)
 
         
(In thousands)
       
Year-ended December 31:
                 
2012
  $ 14,630     $ 99,412     $ 114,042  
2013
    13,154       81,764       94,918  
2014
    5,801       58,274       64,075  
2015
    653       34,139       34,792  
2016
    509       9,447       9,956  
Thereafter
    4,894       6,744       11,638  
Total
  $ 39,641     $ 289,780     $ 329,421  
 

 
10. 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.

 
17

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
In November 2006, the Plaintiffs filed an amended complaint. In December 2006, the Defendants filed motions to dismiss, based on various legal theories. In March 2007, the Court denied AMERCO’s motion to dismiss regarding the issue of demand futility, stating that “Plaintiffs have satisfied the heightened pleading requirements of demand futility by showing a majority of the members of the AMERCO Board of Directors were interested parties in the SAC transactions.” The Court heard oral argument on the remainder of the Defendants’ motions to dismiss, including the motion (“Goldwasser Motion”) based on the fact that the subject matter of the lawsuit had been settled and dismissed in earlier litigation known as Goldwasser v. Shoen , C.V.N.-94-00810-ECR (D.Nev), Washoe County, Nevada. In addition, in September and October 2007, the Defendants filed Motions for Judgment on the Pleadings or in the Alternative Summary Judgment, based on the fact that the stockholders of the Company had ratified the underlying transactions at the 2007 annual meeting of stockholders of AMERCO. In December 2007, the Court denied this motion. This ruling does not preclude a renewed motion for summary judgment after discovery and further proceedings on these issues. On April 7, 2008, the litigation was dismissed, on the basis of the Goldwasser Motion. On May 8, 2008, the Plaintiffs filed a notice of appeal of such dismissal to the Nevada Supreme Court. On May 20, 2008, AMERCO filed a cross appeal relating to the denial of its Motion to Dismiss in regard to demand   futility.
 
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.
 
On remand, on July 22, 2011, AMERCO filed a Motion for Summary Judgment based upon the Shareholder’s Ratification of the SAC transactions. In addition, on August 29, 2011, certain defendants filed a Motion to Dismiss Plaintiffs’ Claim for Wrongful Interference with Prospective Economic Advantage. On August 31, 2011, the trial court held a status conference and entered an order setting forth the briefing schedule for the two motions. On December 23, 2011, the trial court denied AMERCO’s motion for summary judgment and certain defendants’ motion to dismiss. The court has set a discovery schedule on the limited issue of demand futility.  An evidentiary hearing on demand futility is scheduled for August 20, 2012.
 
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.

 
18

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED 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.
 
11. Related Party Transactions
 
As set forth in the Audit Committee Charter and consistent with Nasdaq Listing Rules, the Company’s Audit Committee (the “Audit Committee”) reviews and maintains oversight over related party transactions which are required to be disclosed under the Securities and Exchange Commission (“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.
 
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 December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
U-Haul interest income revenue from SAC Holdings
  $ 4,863     $ 4,832  
U-Haul interest income revenue from Private Mini
    1,364       1,372  
U-Haul management fee revenue from SAC Holdings
    3,440       3,261  
U-Haul management fee revenue from Private Mini
    558       544  
U-Haul management fee revenue from Mercury
    1,370       1,324  
    $ 11,595     $ 11,333  
 

   
Nine Months Ended December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
U-Haul interest income revenue from SAC Holdings
  $ 14,537     $ 14,417  
U-Haul interest income revenue from Private Mini
    4,083       4,111  
U-Haul management fee revenue from SAC Holdings
    10,990       10,418  
U-Haul management fee revenue from Private Mini
    1,664       1,627  
U-Haul management fee revenue from Mercury
    2,275       2,199  
    $ 33,549     $ 32,772  
 


 
19

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
During the first nine months 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 $13.4 million and $12.2 million, from SAC Holdings during the first nine months of fiscal 2012 and 2011, respectively. The largest aggregate amount of notes receivable outstanding during the first nine months of fiscal 2012 was $196.2 million and the aggregate notes receivable balance at December 31, 2011 was $195.6 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 nine months of fiscal 2012, AMERCO and U-Haul held various junior notes issued by 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 $4.0 million and $4.1 million from Private Mini during the first nine months of fiscal 2012 and 2011, respectively. The largest aggregate amount outstanding during the first nine months of fiscal 2012 was $66.7 million and the aggregate notes receivable balance at December 31, 2011 was $66.4 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 $18.0 million and $17.8 million from the above mentioned entities during the first nine months 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 December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
U-Haul lease expenses to SAC Holdings
  $ 636     $ 623  
U-Haul commission expenses to SAC Holdings
    9,764       7,676  
U-Haul commission expenses to Private Mini
    592       523  
    $ 10,992     $ 8,822  
 


 
20

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
   
Nine Months Ended December 31,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands)
 
U-Haul lease expenses to SAC Holdings
  $ 1,762     $ 1,868  
U-Haul commission expenses to SAC Holdings
    31,146       27,720  
U-Haul commission expenses to Private Mini
    1,998       1,862  
    $ 34,906     $ 31,450  
 
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 December 31, 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 $31.3 million, expenses of $1.8 million and cash flows of $32.2 million during the first nine months of fiscal 2012. Revenues and commission expenses related to the Dealer Agreements were $154.9 million and $33.1 million, respectively during the first nine months of fiscal 2012.
 
The Company adopted Accounting Standards Update 2009-17 (“ASU 2009-17”), which amends the FASB ASC for the issuance of FASB Statement 167, Amendments to FASB Interpretation 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 (i) identified all other parties that hold interests in the VIE’s, and (ii) 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.
 
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.

 
21

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
The Company has not provided financial or other support explicitly or implicitly during the first nine months ended December 31, 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 sheets 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 related party entities:
 
Related Party Assets
 
   
December 31,
   
March 31,
 
   
2011
   
2011
 
   
(Unaudited)
       
   
(In thousands)
 
U-Haul notes, receivables and interest from Private Mini
  $ 71,788     $ 69,201  
U-Haul notes receivable from SAC Holdings
    195,630       196,191  
U-Haul interest receivable from SAC Holdings
    18,273       17,096  
U-Haul receivable from SAC Holdings
    18,159       16,346  
U-Haul receivable from Mercury
    3,301       3,534  
Other (a)
    (9,638 )     (400 )
    $ 297,513     $ 301,968  
 
(a) Timing differences for intercompany balances with insurance subsidiaries. The December 31, 2011 difference includes a dividend of property received by AMERCO from Repwest in the amount of $6.8 million and $3.2 million in timing difference for other obligations.
 
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.
 
12. 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.
 


 
22

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
12. Financial Information by Consolidating Industry Segment:
 
Consolidating balance sheets by industry segment as of December 31, 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
  $ 289,497     $ 115,999     $ 767     $ -       $ 406,263     $ 19,285     $ 12,729     $ -       $ 438,277  
Reinsurance recoverables and trade receivables, net
    -       31,696       -       -         31,696       238,058       82,074       -         351,828  
Inventories, net
    -       56,766       -       -         56,766       -       -       -         56,766  
Prepaid expenses
    12,899       41,650       392       -         54,941       -       -       -         54,941  
Investments, fixed maturities and marketable equities
    9,965       -       -       -         9,965       128,303       586,188       -         724,456  
Investments, other
    -       9,620       41,773       -         51,393       96,076       97,075       (2,005 )
(c)
    242,539  
Deferred policy acquisition costs, net
    -       -       -       -         -       -       62,384       -         62,384  
Other assets
    320       87,436       35,950       -         123,706       357       201       -         124,264  
Related party assets
    1,106,280       251,840       96       (1,049,339 )
(c)
    308,877       3,205       3       (14,572 )
(c)
    297,513  
      1,418,961       595,007       78,978       (1,049,339 )       1,043,607       485,284       840,654       (16,577 )       2,352,968  
                                                                             
Investment in subsidiaries
    (6,836 )     -       -       340,225  
(b)
    333,389       -       -       (333,389 )
(b)
    -  
                                                                             
Property, plant and equipment, at cost:
                                                                           
Land
    -       70,466       210,678       -         281,144       -       -       -         281,144  
Buildings and improvements
    -       155,270       903,662       -         1,058,932       -       -       -         1,058,932  
Furniture and equipment
    167       290,492       18,391       -         309,050       -       -       -         309,050  
Rental trailers and other rental equipment
    -       253,791       -       -         253,791       -       -       -         253,791  
Rental trucks
    -       1,766,847       -       -         1,766,847       -       -       -         1,766,847  
      167       2,536,866       1,132,731       -         3,669,764       -       -       -         3,669,764  
Less:  Accumulated depreciation
    (144 )     (1,033,694 )     (354,892 )     -         (1,388,730 )     -       -       -         (1,388,730 )
Total property, plant and equipment
    23       1,503,172       777,839       -         2,281,034       -       -       -         2,281,034  
Total assets
  $ 1,412,148     $ 2,098,179     $ 856,817     $ (709,114 )     $ 3,658,030     $ 485,284     $ 840,654     $ (349,966 )     $ 4,634,002  
                                                                             
(a) Balances as of September 30, 2011
                                                                           
(b) Eliminate investment in subsidiaries
                                                                           
(c) Eliminate intercompany receivables and payables