UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 201 4
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from __________________ to __________________
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Commission File Number |
Registrant, State of Incorporation, Address and Telephone Number |
I.R.S. Employer Identification No. |
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1-11255 |
AMERCO |
88-0106815 |
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(A Nevada Corporation) |
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1325 Airmotive Way, Ste. 100 |
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Reno, Nevada 89502-3239 |
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Telephone (775) 688-6300 |
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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 suc h filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 [x] No [ ]
Indicate by check mark whether the registrant is a large accel erated filer, an accelerated filer, a non-accelerated filer , or a smaller reporting company. See the definition s of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [x] Accelerated filer [ ]
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 [x]
19,607,788 shares of AMERCO Common Stock, $0.25 par value, were outstanding at November 1, 201 4
Part i Financial information
ITEM 1. Financial Statements
AMERCO AND CONSOLIDATED ENTITIES
CONDENSED CONSOLIDATED balance sheets
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September 30, |
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March 31, |
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2014 |
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2014 |
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(Unaudited) |
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(In thousands, except share data) |
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ASSETS |
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Cash and cash equivalents |
$ |
849,146 |
$ |
495,112 |
Reinsurance recoverables and trade receivables, net |
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186,145 |
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199,322 |
Inventories, net |
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69,240 |
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67,020 |
Prepaid expenses |
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41,176 |
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55,269 |
Investments, fixed maturities and marketable equities |
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1,260,131 |
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1,138,275 |
Investments, other |
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261,814 |
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248,850 |
Deferred policy acquisition costs, net |
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113,943 |
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118,707 |
Other assets |
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115,307 |
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97,588 |
Related party assets |
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166,999 |
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169,624 |
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3,063,901 |
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2,589,767 |
Property, plant and equipment, at cost: |
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Land |
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446,347 |
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405,177 |
Buildings and improvements |
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1,568,504 |
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1,430,330 |
Furniture and equipment |
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332,859 |
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322,088 |
Rental trailers and other rental equipment |
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418,590 |
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373,325 |
Rental trucks |
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2,873,062 |
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2,610,797 |
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5,639,362 |
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5,141,717 |
Less: Accumulated depreciation |
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(1,833,472) |
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(1,732,506) |
Total property, plant and equipment |
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3,805,890 |
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3,409,211 |
Total assets |
$ |
6,869,791 |
$ |
5,998,978 |
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Liabilities: |
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Accounts payable and accrued expenses |
$ |
387,844 |
$ |
357,954 |
Notes, loans and leases payable |
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2,382,323 |
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1,942,359 |
Policy benefits and losses, claims and loss expenses payable |
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1,078,379 |
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1,082,598 |
Liabilities from investment contracts |
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664,221 |
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616,725 |
Other policyholders' funds and liabilities |
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9,343 |
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7,988 |
Deferred income |
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33,332 |
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31,390 |
Deferred income taxes |
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472,096 |
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432,596 |
Total liabilities |
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5,027,538 |
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4,471,610 |
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Commitments and contingencies (notes 4, 7, 8 and 9) |
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– |
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– |
Stockholders' equity: |
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Series preferred stock, with or without par value, 50,000,000 shares authorized: |
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Series A preferred stock, with no par value, 6,100,000 shares authorized; |
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6,100,000 shares issued and none outstanding as of September 30 and March 31, 2014 |
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– |
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– |
Series B preferred stock, with no par value, 100,000 shares authorized; none |
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issued and outstanding as of September 30 and March 31, 2014 |
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– |
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– |
Series common stock, with or without par value, 150,000,000 shares authorized: |
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Series A common stock of $0.25 par value, 10,000,000 shares authorized; |
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none issued and outstanding as of September 30 and March 31, 2014 |
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– |
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– |
Common stock of $0.25 par value, 150,000,000 shares authorized; 41,985,700 |
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issued and 19,607,788 outstanding as of September 30 and March 31, 2014 |
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10,497 |
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10,497 |
Additional paid-in capital |
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447,485 |
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444,210 |
Accumulated other comprehensive loss |
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(23,201) |
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(53,923) |
Retained earnings |
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2,086,174 |
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1,805,453 |
Cost of common shares in treasury, net (22,377,912 shares as of September 30 and March 31, 2014) |
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(525,653) |
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(525,653) |
Cost of preferred shares in treasury, net (6,100,000 shares as of September 30 and March 31, 2014) |
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(151,997) |
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(151,997) |
Unearned employee stock ownership plan shares |
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(1,052) |
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(1,219) |
Total stockholders' equity |
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1,842,253 |
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1,527,368 |
Total liabilities and stockholders' equity |
$ |
6,869,791 |
$ |
5,998,978 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
AMERCO AND CONSOLIDATED ENTITIES
CONDENSED CONSOLIDATED Statements of operations
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Quarter Ended September 30, |
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2014 |
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2013 |
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(Unaudited) |
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(In thousands, except share and per share amounts) |
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Revenues: |
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Self-moving equipment rentals |
$ |
653,534 |
$ |
598,931 |
Self-storage revenues |
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52,986 |
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45,572 |
Self-moving and self-storage products and service sales |
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68,043 |
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65,379 |
Property management fees |
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5,796 |
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5,292 |
Life insurance premiums |
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39,041 |
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39,448 |
Property and casualty insurance premiums |
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12,463 |
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10,867 |
Net investment and interest income |
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21,856 |
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19,960 |
Other revenue |
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52,772 |
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53,774 |
Total revenues |
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906,491 |
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839,223 |
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Costs and expenses: |
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Operating expenses |
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383,970 |
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361,551 |
Commission expenses |
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76,160 |
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70,099 |
Cost of sales |
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39,836 |
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34,532 |
Benefits and losses |
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39,558 |
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37,992 |
Amortization of deferred policy acquisition costs |
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4,290 |
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6,057 |
Lease expense |
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19,775 |
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25,818 |
Depreciation, net of (gains) on disposals of (($21,541) and ($9,311), respectively) |
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67,066 |
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63,208 |
Total costs and expenses |
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630,655 |
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599,257 |
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Earnings from operations |
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275,836 |
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239,966 |
Interest expense |
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(24,877) |
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(23,118) |
Fees and amortization on early extinguishment of debt |
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(4,081) |
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– |
Pretax earnings |
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246,878 |
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216,848 |
Income tax expense |
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(90,631) |
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(78,857) |
Earnings available to common stockholders |
$ |
156,247 |
$ |
137,991 |
Basic and diluted earnings per common share |
$ |
7.98 |
$ |
7.06 |
Weighted average common shares outstanding: Basic and diluted |
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19,584,194 |
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19,554,633 |
Related party revenues for the second quarter of fiscal 201 5 and 201 4 , net of eliminations, were $ 8.9 million and $ 8.4 million , respectively.
Related party costs and expenses for the second quarter of fiscal 201 5 and 201 4 , net of eliminations, were $ 16.4 million and $ 15.9 million , respectively.
Please see note 9, Related Party Transactions of the Notes to Condensed Consolidated Financial Stateme nts for more information on the related party revenues and costs and expenses.
The accompanying notes are an integral part of these condensed consolidated financial statements.
AMERCO AND CONSOLIDATED ENTITIES
CONDENSED CONSOLIDATED Statements of operations
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Six Months Ended September 30, |
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2014 |
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2013 |
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(Unaudited) |
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(In thousands, except share and per share amounts) |
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Revenues: |
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Self-moving equipment rentals |
$ |
1,229,009 |
$ |
1,120,580 |
Self-storage revenues |
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102,120 |
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87,671 |
Self-moving and self-storage products and service sales |
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142,522 |
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136,070 |
Property management fees |
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11,473 |
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10,453 |
Life insurance premiums |
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76,971 |
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80,510 |
Property and casualty insurance premiums |
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22,081 |
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18,833 |
Net investment and interest income |
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42,902 |
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38,949 |
Other revenue |
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98,368 |
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95,114 |
Total revenues |
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1,725,446 |
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1,588,180 |
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Costs and expenses: |
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Operating expenses |
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747,269 |
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680,515 |
Commission expenses |
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142,500 |
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131,389 |
Cost of sales |
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81,464 |
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70,102 |
Benefits and losses |
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80,342 |
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80,625 |
Amortization of deferred policy acquisition costs |
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8,474 |
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9,740 |
Lease expense |
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42,245 |
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52,825 |
Depreciation, net of (gains) on disposals of (($44,500) and ($20,876), respectively) |
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128,117 |
|
120,642 |
Total costs and expenses |
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1,230,411 |
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1,145,838 |
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Earnings from operations |
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495,035 |
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442,342 |
Interest expense |
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(49,025) |
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(46,446) |
Fees and amortization on early extinguishment of debt |
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(4,081) |
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– |
Pretax earnings |
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441,929 |
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395,896 |
Income tax expense |
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(161,208) |
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(144,937) |
Earnings available to common stockholders |
$ |
280,721 |
$ |
250,959 |
Basic and diluted earnings per common share |
$ |
14.34 |
$ |
12.84 |
Weighted average common shares outstanding: Basic and diluted |
|
19,580,997 |
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19,550,128 |
Related party revenues for the first six months of fiscal 201 5 and 201 4 , net of eliminations, were $ 17.6 million and $ 16.8 million , respectively.
Related party costs and expenses for the first six months of fiscal 201 5 and 201 4 , net of eliminations, were $31.4 million and $ 29.9 million , respectively.
Please see note 9, Related Party Transactions of the Notes to Condensed Consolidated Financial Statements for more information on the related party revenues and costs and expenses.
The accompanying notes are an integral part of these condensed consolidated financial statemen ts.
AMERCO AND CONSOLIDATED ENTITIES
Condensed consolidatED statements of COMPREHENSIVE INCOME (loss)
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Pre-tax |
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Tax |
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Net |
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(Unaudited) |
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(In thousands) |
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Comprehensive income: |
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Net earnings |
$ |
246,878 |
$ |
(90,631) |
$ |
156,247 |
Other comprehensive income (loss): |
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|
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Foreign currency translation |
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(6,282) |
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– |
|
(6,282) |
Unrealized net gain on investments |
|
20,530 |
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(7,186) |
|
13,344 |
Change in fair value of cash flow hedges |
|
4,492 |
|
(1,707) |
|
2,785 |
Total comprehensive income |
$ |
265,618 |
$ |
(99,524) |
$ |
166,094 |
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Quarter Ended September 30, 2013 |
|
Pre-tax |
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Tax |
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Net |
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(Unaudited) |
||||
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(In thousands) |
||||
Comprehensive income: |
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Net earnings |
$ |
216,848 |
$ |
(78,857) |
$ |
137,991 |
Other comprehensive income (loss): |
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|
|
|
|
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Foreign currency translation |
|
1,557 |
|
– |
|
1,557 |
Unrealized net loss on investments |
|
(41,095) |
|
14,322 |
|
(26,773) |
Change in fair value of cash flow hedges |
|
1,946 |
|
(740) |
|
1,206 |
Total comprehensive income |
$ |
179,256 |
$ |
(65,275) |
$ |
113,981 |
|
Pre-tax |
|
Tax |
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Net |
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|
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(Unaudited) |
||||
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(In thousands) |
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Comprehensive income: |
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|
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Net earnings |
$ |
441,929 |
$ |
(161,208) |
$ |
280,721 |
Other comprehensive income (loss): |
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|
|
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|
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Foreign currency translation |
|
(3,539) |
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– |
|
(3,539) |
Unrealized net gain on investments |
|
47,142 |
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(16,500) |
|
30,642 |
Change in fair value of cash flow hedges |
|
5,837 |
|
(2,218) |
|
3,619 |
Total comprehensive income |
$ |
491,369 |
$ |
(179,926) |
$ |
311,443 |
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Six Months Ended September 30, 2013 |
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Pre-tax |
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Tax |
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Net |
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(Unaudited) |
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(In thousands) |
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Comprehensive income: |
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|
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Net earnings |
$ |
395,896 |
$ |
(144,937) |
$ |
250,959 |
Other comprehensive income (loss): |
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|
|
|
|
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Foreign currency translation |
|
(2,205) |
|
– |
|
(2,205) |
Unrealized net loss on investments |
|
(41,006) |
|
14,254 |
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(26,752) |
Change in fair value of cash flow hedges |
|
12,142 |
|
(4,614) |
|
7,528 |
Total comprehensive income |
$ |
364,827 |
$ |
(135,297) |
$ |
229,530 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
AMERCO AND CONSOLIDATED ENTITIES
Condensed consolidatED statements of cash flows
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Six Months Ended September 30, |
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2014 |
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2013 |
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(Unaudited) |
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(In thousands) |
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Cash flow from operating activities: |
||||
Net earnings |
280,721 |
250,959 |
||
Adjustments to reconcile net earnings to cash provided by operations: |
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Depreciation |
172,617 |
141,518 |
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Amortization of deferred policy acquisition costs |
8,474 |
9,740 |
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Change in allowance for losses on trade receivables |
(219) |
(6) |
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Change in allowance for inventory reserves |
(960) |
716 |
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Net gain on sale of real and personal property |
(44,500) |
(20,876) |
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Net gain on sale of investments |
(2,788) |
(4,060) |
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Deferred income taxes |
23,212 |
63,947 |
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Net change in other operating assets and liabilities: |
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|
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Reinsurance recoverables and trade receivables |
13,396 |
24,561 |
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Inventories |
(1,260) |
(5,750) |
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Prepaid expenses |
14,012 |
2,323 |
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Capitalization of deferred policy acquisition costs |
(13,728) |
(16,289) |
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Other assets |
(7,885) |
(4,370) |
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Related party assets |
2,170 |
8,650 |
||
Accounts payable and accrued expenses |
35,919 |
24,866 |
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Policy benefits and losses, claims and loss expenses payable |
(3,918) |
309 |
||
Other policyholders' funds and liabilities |
1,356 |
494 |
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Deferred income |
1,962 |
2,191 |
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Related party liabilities |
375 |
4,475 |
||
Net cash provided by operating activities |
478,956 |
483,398 |
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Cash flows from investing activities: |
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|
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Purchases of: |
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|
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Property, plant and equipment |
(599,351) |
(457,671) |
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Short term investments |
(130,294) |
(154,703) |
||
Fixed maturities investments |
(114,112) |
(174,593) |
||
Equity securities |
(3,707) |
(388) |
||
Preferred stock |
(3) |
(635) |
||
Real estate |
(11,312) |
(252) |
||
Mortgage loans |
(21,189) |
(14,260) |
||
Proceeds from sale of: |
|
|
||
Property, plant and equipment |
260,659 |
176,453 |
||
Short term investments |
130,326 |
162,580 |
||
Fixed maturities investments |
48,955 |
93,050 |
||
Equity securities |
3,030 |
6,803 |
||
Preferred stock |
1,000 |
6,004 |
||
Real estate |
401 |
– |
||
Mortgage loans |
18,623 |
36,415 |
||
Net cash used by investing activities |
(416,974) |
(321,197) |
||
|
|
|
||
Cash flows from financing activities: |
|
|
||
Borrowings from credit facilities |
|
506,792 |
138,041 |
|
Principal repayments on credit facilities |
|
(208,101) |
(122,945) |
|
Debt issuance costs |
|
(9,847) |
(233) |
|
Capital lease payments |
|
(40,694) |
(21,425) |
|
Leveraged Employee Stock Ownership Plan - repayments from loan |
|
167 |
260 |
|
Investment contract deposits |
|
71,571 |
74,253 |
|
Investment contract withdrawals |
|
(24,075) |
(14,721) |
|
Net cash provided by financing activities |
295,813 |
53,230 |
||
|
|
|
||
Effects of exchange rate on cash |
(3,761) |
401 |
||
|
|
|
||
Increase in cash and cash equivalents |
354,034 |
215,832 |
||
Cash and cash equivalents at the beginning of period |
495,112 |
|
463,744 |
|
Cash and cash equivalents at the end of period |
849,146 |
679,576 |
The accompanying notes are an
integral part of these condensed consolidated financial statements.
AMERCO and consolidated entities
notes to condensed consolidatED financial statements
1. Basis of Presentation
AMERCO, a Nevada corporation (“AMERCO”), has a second fiscal quarter that ends on the 30 th of September for each year that is referenced. Our insurance company subsidiaries have a second quarter that ends on the 3 0 th of June for each year that is referenced. They have been consolidated on that basis. Our ins urance 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 t he 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 201 4 and 20 13 correspond to fiscal 201 5 and 201 4 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 September 30 , 20 1 4 and the related condensed consolidated statements of operations , comprehensive income (loss) for the second quarter and first six months and cash flows for the first six months of fiscal 201 5 and 201 4 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 (“Quarterly Report”) 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, 201 4 .
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 Estat e”),
Rep w est Insurance Company (“Rep w est”), 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
A MERCO has three reportable segments. They are Moving and Storage, Property and Casualty Insurance and Life Insurance.
The Moving and Storage operati ng segment include s AMERCO, U-Haul, 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, rental of fixed and mobile 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.
AMERCO and consolidated entities
notes to condensed consolidatED financial statements (Continued)
The Property and Casualty Insurance ope rating segment (“Property and Casualty Insurance”) includes Rep w est 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, Safemove Plus, Safestor and Safestor Mobile protection packages to U-Haul customers. The business plan for Property and Casualty Insurance includes offering property and casualty products in other U-Haul related programs. ARCOA is a group captive insurer owned by us and our wholly-owned subsidiaries whose purpose is to provide insurance products related to the moving and storage business.
The Life Ins urance operating segment (“Life Insurance”) includes Oxford and its wholly-owned subsidiaries. Life Insurance provides life and health insurance products primarily to the senior market through the direct writing and reinsuring of life insurance, Medicare s upplement and annuity policies.
2. Earnings per Share
Our earnings per share is calculated by dividing our earnings available to common stockholders by the weighted average common shares outstanding, basic and diluted.
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 20,422 and 48,649 as of September 30 , 201 4 and 201 3 , respectively.
Expected maturities may differ from contractual maturities as borrowers m ay have the right to call or prepay obligations with or without call or prepayment penalties.
We deposit bonds with insurance regulatory authorities to meet statutory requirements. The adjusted cost of bonds on deposit with insurance regulatory authorities was $ 16.9 million and $16.3 million at September 30 , 201 4 and March 31, 2014, respectively .
Available-for-Sale Investments
Available-for-sale investments at September 30 , 201 4 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 |
$ |
71,987 |
$ |
3,640 |
$ |
(223) |
$ |
(20) |
75,384 |
|
U.S. government agency mortgage-backed securities |
|
33,291 |
|
2,838 |
|
(129) |
|
(3) |
35,997 |
|
Obligations of states and political subdivisions |
|
164,887 |
|
9,354 |
|
(1,242) |
|
(39) |
172,960 |
|
Corporate securities |
|
877,833 |
|
45,736 |
|
(4,294) |
|
(1,275) |
918,000 |
|
Mortgage-backed securities |
|
16,817 |
|
518 |
|
(2) |
|
(80) |
17,253 |
|
Redeemable preferred stocks |
|
17,448 |
|
646 |
|
(348) |
|
(25) |
17,721 |
|
Common stocks |
|
17,975 |
|
4,841 |
|
– |
|
– |
22,816 |
|
|
$ |
1,200,238 |
$ |
67,573 |
$ |
(6,238) |
$ |
(1,442) |
1,260,131 |
amerco and consolidated subsidiaries
notes to condensed consolidated financial statements – (continued)
Available-for-sale investments at March 31 , 201 4 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 |
$ |
49,883 |
$ |
1,475 |
$ |
– |
$ |
(1,004) |
50,354 |
|
U.S. government agency mortgage-backed securities |
|
36,258 |
|
2,558 |
|
(4) |
|
(425) |
38,387 |
|
Obligations of states and political subdivisions |
|
166,311 |
|
4,834 |
|
(308) |
|
(3,627) |
167,210 |
|
Corporate securities |
|
834,923 |
|
26,075 |
|
(3,794) |
|
(25,875) |
831,329 |
|
Mortgage-backed securities |
|
12,425 |
|
279 |
|
(3) |
|
(514) |
12,187 |
|
Redeemable preferred stocks |
|
18,445 |
|
283 |
|
(82) |
|
(1,113) |
17,533 |
|
Common stocks |
|
17,299 |
|
3,987 |
|
(1) |
|
(10) |
21,275 |
|
|
$ |
1,135,544 |
$ |
39,491 |
$ |
(4,192) |
$ |
(32,568) |
1,138,275 |
The table s above include gross unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.
We sold available-for-sale securities with a fair value of $48.5 million during the first six months of fiscal 201 5 . The gross realized gains on these sales totaled $1.4 million. The gross rea lized losses on these sales totaled $0.3 million .
The unrealized losses of more than twelve months in the available-for-sale table are considered temporary declines. We track each investment with an unrealized loss and evaluate 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 we recognized these write-downs through earnings. There were no write downs in the second quarter or for the first six months of fiscal 201 5 and 201 4 .
The investment portfolio primarily consists of corporate securities and U.S. governme nt securities. We believe we monitor our investments as appropriate. Our 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 tim e 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. We have the ability and intent not to sell our fixed matu rity and common stock investments for a period of time sufficient to allow us to recover our 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 subordina tion and value of the underlying collateral.
There were no credit losses recognized in earnings for which a portion of an other-than-temporary impairment was recognized in accumulated other comprehensive income (loss) for the second quarter and first six months of fiscal 2015.
amerco and consolidated subsidiaries
notes to condensed consolidated financial statements – (continued)
The adjusted cost and estimated market value of available-for-sale investments at September 30 , 201 4 , by contractual maturity, were as follows:
|
September 30, 2014 |
|
March 31, 2014 |
|||||
|
|
Amortized Cost |
|
Estimated Market Value |
|
Amortized Cost |
|
Estimated Market Value |
|
|
(Unaudited) |
|
|
||||
|
|
(In thousands) |
||||||
Due in one year or less |
$ |
40,037 |
$ |
41,254 |
$ |
20,235 |
$ |
20,475 |
Due after one year through five years |
225,426 |
239,240 |
185,447 |
194,563 |
||||
Due after five years through ten years |
472,125 |
495,392 |
350,048 |
350,953 |
||||
Due after ten years |
410,410 |
426,455 |
531,645 |
521,289 |
||||
|
1,147,998 |
1,202,341 |
1,087,375 |
1,087,280 |
||||
|
|
|
|
|
||||
Mortgage backed securities |
16,817 |
17,253 |
12,425 |
12,187 |
||||
Redeemable preferred stocks |
17,448 |
17,721 |
18,445 |
17,533 |
||||
Common stocks |
17,975 |
22,816 |
17,299 |
21,275 |
||||
|
$ |
1,200,238 |
$ |
1,260,131 |
$ |
1,135,544 |
$ |
1,138,275 |
|
|
|
|
|
|
|
|
|
4. Borrowings
Long-Term Debt
Long-term debt was as follows:
|
|
|
|
September 30, |
|
March 31, |
|
|
2015 Rate (a) |
|
Maturities |
|
2014 |
|
2014 |
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
(In thousands) |
||
Real estate loan (amortizing term) |
1.66% - 6.93% |
|
2023 |
$ |
245,000 |
$ |
250,000 |
Real estate loan (revolving credit) |
|
2015 |
|
– |
|
– |
|
Senior mortgages |
2.16% - 5.75% |
|
2015 - 2038 |
|
880,186 |
|
684,915 |
Working capital loan (revolving credit) |
|
2016 |
|
– |
|
– |
|
Fleet loans (amortizing term) |
1.95% - 5.57% |
|
2015 - 2021 |
|
342,431 |
|
370,394 |
Fleet loans (securitization) |
4.90% |
|
2017 |
|
81,571 |
|
90,793 |
Fleet loans (revolving credit) |
1.15% - 2.00% |
|
2017 - 2019 |
|
232,000 |
|
89,632 |
Capital leases (rental equipment) |
2.23% - 7.83% |
|
2015 - 2021 |
|
558,132 |
|
416,750 |
Other obligations |
3.00% - 8.00% |
|
2014 - 2043 |
|
43,003 |
|
39,875 |
Total notes, loans and leases payable |
|
|
$ |
2,382,323 |
$ |
1,942,359 |
|
|
|
|
|
|
|
|
|
(a) Interest rate as of September 30, 2014, 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. As of September 30, 2014 , the outstanding balance on the Real Estate Loan was $245.0 million . U-Haul International, Inc. is a guarantor of this loan. The Real Estate Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. The Real Estate Loan is secured by various propert ies owned by the borrowers. The final maturity of the term loan is April 20 23 .
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The interest rate, per the provisions of the amended l oan a greement, is the applicable London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At September 30, 2014 , the applicable LIBOR was 0.16% and the applicable margin was 1.50%, the sum of which was 1.66% which applied to $ 25.0 million of the Real Estate Loan. The rate on the remaining balance of $ 220.0 million of the Real Estate Loan is hedged with an interest rate swap fixing the rate at 6.93% based on current margin. 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 o ur use of the funds.
Amerco Real Estate Company and U-Haul Company of Florida entered into a revolving credit agreement for $ 50 .0 million. This agreement matures in April 201 5 . As of September 30, 2014 , we had the full $50.0 million available to be drawn. The interest rate is the applicable LIBOR plus a margin of 1.25%. 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 September 30, 2014 were in the aggregate amoun t of $880.2 million and mature between 2015 and 2038 . During the second quarter of fiscal 2015, we paid off approximately $127 million of our senior mortgages before their maturity in July 2015. As part of this defeasence, we incurred costs associated with the early extinguishment of debt of $3.8 million in fees and $0.3 million of transaction cost amortization related to the defeased debt.
For the six months ended September 30, 2014, we entered into $334 million of senior mortgages with rates between 2.16% and 4.81% and mature between 2017 and 2034. The senior mortgages require monthly principal and interest payments with the unpaid loan bal ance and accrued and unpaid interest due at maturity. The senior mortgages are secured by certain properties owned by the borrowers. The fixed interest rates, per the provisions of the senior mortgages, range between 4.22% and 5.75%. Additionally, $145.6 m illion of these loans have interest rates comprised of an applicable LIBOR of 0.16% plus margins between 2.00% and 2.50%, the sum of which was between 2.16% and 2.66 %. Amerco Real Estate Company and U-Haul International, Inc. have provided limited guarante es of the senior mortgages. The default provisions of the 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 C apital 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 September 30, 2014 , the full $25.0 million was available to be drawn. This loan is s ecured by certain properties owned by th e borrower. This loan agreement provides for revolving loans, subject to the terms of the loan agreement. This agreement matures in April 201 6 . This loan requires monthly interest payments with the unpaid loan balanc e 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 cov enants. The interest rate is the applicable LIBOR plus a margin of 1. 25 %.
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 September 30, 2014 was $ 227.4 million with the final maturities between August 2015 and March 2021.
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Amortizing Loans require monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. These lo ans were used to purchase new trucks. The interest rates, per the provision of the Loan Agreements, are the applicable LIBOR plus the applicable margin s . At September 30, 2014 , the applicable LIBOR was between 0.15% and 0.16% and applicable margins were be tween 1.35% and 2.50%. The interest rates are hedged with interest rate swaps fixing the rates between 2.82% and 5.57% based on current margins. Additionally, $ 98.3 million of these loans are carried at fixed rates ranging between 1.95% and 3.94%.
AMERCO a nd 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.
A subsidiary of U-Haul International, Inc. is a bo rrower under amortizing term loans with an aggregate balance of $115.0 million that were used to fund new truck acquisitions. The final maturity date of these notes is August 2016 . The agreement s contain options to extend the maturity through May 2017 . Th e se note s 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% . At September 30, 2014, the aggregate outstanding balance was $115.0 million .
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.
Rental Truck Securitizations
201 0 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 ne t 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 September 30, 2014 , the outstanding balance was $ 81.6 million. The note is secur ed by the box trucks purchased and the corresponding operating cash flows associated with their operation.
The 2010 Box Truck Note is subject to certain covenants with res pect to liens, additional indebtedness of the special purpose entity , the disposition of assets and other customary covenants of bankruptcy-remote special purpose entities. The default provisions of this note include non-payment of principal or interest an d other standard reporting and change-in-control covenants.
Rental Truck Revolvers
Various subsidiaries of U-Haul International, Inc. entered into a revolving fleet loan for $75 million, which can be increased to a maximum of $225 million. The loan matures in October 2018. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus the applicable margin . At September 30, 2014 , the applicable LIBOR was 0.15% and the margin was 1.75%, the sum of which was 1.90%. Only interest is p aid during the first four years of the loan with principal due monthly over the last nine months. As of September 30, 2014, the outstanding balance was $75.0 million.
Various subsidiaries of U-Haul International, Inc. entered into a revolving fleet loan fo r $100 million, which can be increased to a maximum of $125 million. The loan matures in October 2017. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus the applicable margin . At September 30, 2014 , the applicable LIB OR was 0.15% and the margin was 1.0 0%, the sum of which was 1. 1 5%. Only interest is paid during the first three years of the loan with principal due monthly over the last nine months. As of September 30, 2014, the outstanding balance was $100.0 million.
Va rious subsidiaries of U-Haul International, Inc. entered into a revolving fleet loan for $70 million. The loan matures in May 2019 . This agreement contains an option to extend the maturity through February 2020. At September 30, 2014, the applicable LIBOR was 0.15% and the margin was 1.85%, the sum of which was 2.00% . Only interest is paid during the first five years of the loan with principal due upon maturity . As of September 30, 2014, we had $ 13.0 million available to be drawn.
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
We entered into capital leases for new equipment between April 2008 and September 2014 , with terms of the leases between 3 and 7 years. At September 30, 2014 , the balance of these leases was $ 558.1 million . The net book value of the corresponding capitalized assets w as $670.8 million at September 30, 2014.
Other Obligations
In February 2011
,
the Company and US Bank, N
ational
A
ssociation
(the “Trustee”) entered into the
U-Haul Investors Club Indenture.
The Company and the Trustee entered into this indenture to provid
e for the issuance of notes by
us
directly to investors over our proprietary website,
uhaulinvestorsclub.com
(“U-Notes”). The U-Notes
are
secured by various types of collateral including rental equipment and real estate.
U-Notes
are
issued in smaller ser
ies 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 September 30, 2014, the aggre gate outstanding principal balance of the U-N otes issued was $ 49.8 million of which $ 6.8 million is held by our insurance subsidiaries and eliminated in consolidation. I nterest rates range between 3.00% and 8.00% and maturity dates between 201 4 and 2043.
Annual Maturities of Notes, Loans and Leases Payable
The annual maturities of long-term debt as of September 30 , 201 4 for the next five years and thereafter are as follows:
|
Twelve Months Ending September 30, |
|||||||||||
|
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
2019 |
|
Thereafter |
|
|
(Unaudited) |
||||||||||
|
|
(In thousands) |
||||||||||
Notes, loans and leases payable, secured |
$ |
502,023 |
$ |
322,471 |
$ |
361,445 |
$ |
318,263 |
$ |
251,294 |
$ |
626,827 |
Interest on Borrowings
Interest Expense
Components of interest expense include the following:
|
Quarter Ended September 30, |
|||
|
|
2014 |
|
2013 |
|
|
(Unaudited) |
||
|
|
(In thousands) |
||
Interest expense |
$ |
20,658 |
$ |
18,055 |
Capitalized interest |
|
(220) |
|
(128) |
Amortization of transaction costs |
|
801 |
|
843 |
Interest expense resulting from derivatives |
|
3,638 |
|
4,348 |
Total interest expense |
|
24,877 |
|
23,118 |
Write-off of transaction costs related to early extinguishment of debt |
|
298 |
|
– |
Fees on early extinguishment of debt |
|
3,783 |
|
– |
Fees and amortization on early extinguishment of debt |
|
4,081 |
|
– |
Total |
$ |
28,958 |
$ |
23,118 |
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
|
Six Months Ended September 30, |
|||
|
|
2014 |
|
2013 |
|
|
(Unaudited) |
||
|
|
(In thousands) |
||
Interest expense |
$ |
40,579 |
$ |
35,869 |
Capitalized interest |
|
(387) |
|
(270) |
Amortization of transaction costs |
|
1,554 |
|
1,694 |
Interest expense resulting from derivatives |
|
7,279 |
|
9,153 |
Total interest expense |
|
49,025 |
|
46,446 |
Write-off of transaction costs related to early extinguishment of debt |
|
298 |
|
– |
Fees on early extinguishment of debt |
|
3,783 |
|
– |
Fees and amortization on early extinguishment of debt |
|
4,081 |
|
– |
Total |
$ |
53,106 |
$ |
46,446 |
Interest paid in cash , including payments related to derivative contracts, amounted to $ 24.1 million and $ 22.9 million for the second quarter of fiscal 201 5 and 201 4, respectively and $47.5 million and $44.9 million for the first six months of fiscal 2015 and 2014, respectively .
The costs associated with the early extinguishment of debt in the second quarter of fiscal 2015 included $3.8 million of fees and $0.3 million of transaction cost amortization related to retired debt.
Interest Rates
Interest rates and Company borrowings were as follows:
|
Revolving Credit Activity |
|||
|
|
Quarter Ended September 30, |
||
|
|
2014 |
|
2013 |
|
|
(Unaudited) |
||
|
|
|||
Weighted average interest rate during the quarter |
|
1.76% |
|
1.52% |
Interest rate at the end of the quarter |
|
1.61% |
|
1.52% |
Maximum amount outstanding during the quarter |
$ |
232,000 |
$ |
25,000 |
Average amount outstanding during the quarter |
$ |
202,977 |
$ |
25,000 |
Facility fees |
$ |
81 |
$ |
64 |
|
|
|
||
|
|
|
||
|
|
|
||
|
|
Revolving Credit Activity |
||
|
|
Six Months Ended September 30, |
||
|
|
2014 |
|
2013 |
|
|
(Unaudited) |
||
|
|
|||
Weighted average interest rate during the period |
|
1.76% |
|
1.50% |
Interest rate at the end of the period |
|
1.61% |
|
1.52% |
Maximum amount outstanding during the period |
$ |
232,000 |
$ |
25,000 |
Average amount outstanding during the period |
$ |
172,740 |
$ |
24,590 |
Facility fees |
$ |
198 |
$ |
156 |
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
We manage exposure to changes in market interest rates. Our 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 cert ain of our LIBOR indexed variable rate debt and a variable rate operating lease . The interest rate swaps effectively fix our interest payments on certain LIBOR indexed variable rate debt. We monitor our positions and the credit ratings of our counterpartie s and do not currently anticipate non-performance by the counterparties. Interest rate swap agreements are not entered into for trading purposes.
Original variable rate debt amount |
|
Agreement Date |
|
Effective Date |
|
Expiration Date |
|
Designated cash flow hedge date |
||
|
(Unaudited) |
|||||||||
|
(In millions) |
|||||||||
$ |
300.0 |
|
|
8/16/2006 |
|
8/18/2006 |
|
8/10/2018 |
|
8/4/2006 |
|
19.3 |
(a) |
|
4/8/2008 |
|
8/15/2008 |
|
6/15/2015 |
|
3/31/2008 |
|
19.0 |
|
|
8/27/2008 |
|
8/29/2008 |
|
7/10/2015 |
|
4/10/2008 |
|
30.0 |
|
|
9/24/2008 |
|
9/30/2008 |
|
9/10/2015 |
|
9/24/2008 |
|
15.0 |
(a) |
|
3/24/2009 |
|
3/30/2009 |
|
3/30/2016 |
|
3/25/2009 |
|
14.7 |
(a) |
|
7/6/2010 |
|
8/15/2010 |
|
7/15/2017 |
|
7/6/2010 |
|
25.0 |
(a) |
|
4/26/2011 |
|
6/1/2011 |
|
6/1/2018 |
|
6/1/2011 |
|
50.0 |
(a) |
|
7/29/2011 |
|
8/15/2011 |
|
8/15/2018 |
|
7/29/2011 |
|
20.0 |
(a) |
|
8/3/2011 |
|
9/12/2011 |
|
9/10/2018 |
|
8/3/2011 |
|
15.1 |
(b) |
|
3/27/2012 |
|
3/28/2012 |
|
3/28/2019 |
|
3/26/2012 |
|
25.0 |
|
|
4/13/2012 |
|
4/16/2012 |
|
4/1/2019 |
|
4/12/2012 |
|
44.3 |
|
|
1/11/2013 |
|
1/15/2013 |
|
12/15/2019 |
|
1/11/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) forward swap |
|
|
|
|
|
|
|
|
|
|
(b) operating lease |
|
|
|
|
|
|
|
|
|
As of September 30, 2014 , the total notional amount of our variable interest rate swaps on debt and an operating lease was $ 349.5 million and $11.6 million, respectively .
The derivative fair values located in A ccounts payable and accrued expenses in the balance sheets were as follows:
|
Liability Derivatives Fair Values as of |
|||
|
|
September 30, 2014 |
|
March 31, 2014 |
|
|
(Unaudited) |
|
|
|
|
(In thousands) |
||
Interest rate contracts designated as hedging instruments |
$ |
26,859 |
$ |
32,716 |
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
|
The Effect of Interest Rate Contracts on the Statements of Operations for the Six Months Ended |
|||
|
|
|||
|
|
September 30, 2014 |
|
September 30, 2013 |
|
|
(Unaudited) |
||
|
|
(In thousands) |
||
Loss recognized in income on interest rate contracts |
$ |
7,279 |
$ |
9,153 |
(Gain) loss recognized in AOCI on interest rate contracts (effective portion) |
$ |
(5,837) |
$ |
(12,142) |
Loss reclassified from AOCI into income (effective portion) |
$ |
7,298 |
$ |
8,685 |
(Gain) loss recognized in income on interest rate contracts (ineffective portion and amount excluded from effectiveness testing) |
$ |
(19) |
$ |
468 |
Gains or losses recognized in income on derivatives are recorded as interest expense in the statements of operations. At September 30, 2014, we expect to reclassify $13.6 million of net losses on interest rate contracts from accumulated other comprehensive income (loss) to earnings as interest expense over the next twelve months. During the first six months of fiscal 201 5, we reclassified $7.3 million of net losses on interest rate contracts from accumulated other comprehensive income to interest expense.
6 . Comprehensive Income (Loss)
A summary of accumulated other comprehensive income (loss) components, net of tax, were as follows:
|
Foreign Currency Translation |
|
Unrealized Net Gain on Investments |
|
Fair Market Value of Cash Flow Hedges |
|
Postretirement Benefit Obligation Net Loss |
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
(Unaudited) |
||||||||
|
|
(In thousands) |
||||||||
Balance at March 31, 2014 |
$ |
(39,287) |
$ |
5,991 |
$ |
(20,321) |
$ |
(306) |
$ |
(53,923) |
Foreign currency translation |
|
(3,539) |
|
– |
|
– |
|
– |
|
(3,539) |
Unrealized net gain on investments |
|
– |
|
30,642 |
|
– |
|
– |
|
30,642 |
Change in fair value of cash flow hedges |
|
– |
|
– |
|
(3,679) |
|
– |
|
(3,679) |
Amounts reclassified from AOCI |
|
– |
|
– |
|
7,298 |
|
– |
|
7,298 |
Other comprehensive income (loss) |
|
(3,539) |
|
30,642 |
|
3,619 |
|
– |
|
30,722 |
Balance at September 30, 2014 |
$ |
(42,826) |
$ |
36,633 |
$ |
(16,702) |
$ |
(306) |
$ |
(23,201) |
7 . Contingent Liabilities and Commitments
We lease a portion of our rental equipment and certain of our facilities under operating leases with terms that expire at various da tes substantially through 2019 . As of September 30, 2014 , we have guaranteed $ 72.3 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, we have 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. We have been leasing equipment since 1987 and ha ve experienced no material losses relating to these types of residual valu e guarantees.
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) |
|
|
Twelve Months Ended September 30: |
|
|
|
|
||
2015 |
$ |
15,016 |
$ |
48,701 |
$ |
63,717 |
2016 |
|
14,711 |
|
18,888 |
|
33,599 |
2017 |
|
14,594 |
|
12,177 |
|
26,771 |
2018 |
|
13,856 |
|
10,452 |
|
24,308 |
2019 |
|
13,283 |
|
5,396 |
|
18,679 |
Thereafter |
|
65,091 |
|
– |
|
65,091 |
Total |
$ |
136,551 |
$ |
95,614 |
$ |
232,165 |
8 . Contingencies
PODS Enterprises, Inc. v. U-Haul International, Inc.
On July 3, 2012, PODS Enterprises, Inc. (“PEI”), filed a lawsuit against U-Haul International, Inc. (“U-Haul”), in the United States District Court for the Middle District of Florida, Tampa Division, alleging (1) Federal Trademark Infri ngement under Section 32 of the Lanham Act, (2) Federal Unfair Competition under Section 43(a) of the Lanham Act, (3) Federal Trademark dilution by blurring in violation of Section 43(c) of the Lanham Act, (4) common law trademark infringement under Florid a law, (5) violation of the Florida Dilution; Injury to Business Reputation statute, (6) unfair competition and trade practices, false advertising and passing off under Florida common law, (7) violation of the Florida Deceptive and Unfair Trade Practices A ct, and (8) unjust enrichment under Florida law.
The claims arise from U-Haul’s use of the word “pod” and “pods” as a generic term for its U-Box moving and storage product. PEI alleges that such use is an inappropriate use of its PODS mark. Under the cl aims alleged in its Complaint, PEI seeks a Court Order permanently enjoining U-Haul from: (1) the use of the PODS mark, or any other trade name or trademark confusingly similar to the mark; and (2) the use of any false descriptions or representations or co mmitting any acts of unfair competition by using the PODS mark or any trade name or trademark confusingly similar to the mark. PEI also seeks a Court Order (1) finding all of PEI’s trademarks valid and enforceable and (2) requiring U-Haul to alter all web pages to promptly remove the PODS mark from all websites owned or operated on behalf of U-Haul. Finally, PEI seeks an award of damages in an amount to be proven at trial, but which are alleged to be approximately $70 million. PEI also seeks prejudgment int erest, trebled damages, and punitive damages.
U-Haul does not believe that PEI’s claims have merit and vigorously defend ed the lawsuit. O n September 17, 2012, U-Haul filed its Counterclaims, seeking a Court Order declaring that: U-Haul’s use of the term “pods” or “pod” does not infringe or dilute PEI’s purported trademarks or violate any of PEI’s purported rights; (2) The purported mark “PODS” is not a valid, protectable, or registrable trademark; and (3) The purported mark “PODS PORTABLE ON DEMAND STORAG E” is not a valid, protectable, or registrable trademark. U-Haul also sought a Court Order cancelling the marks at issue in the case.
The case was tried to an 8-person jury, beginning on September 8, 2014. On September 19, 2014, the Court granted U-Haul’s motion for directed verdict on the issue of punitive damages. The Court deferred ruling on U-Haul’s motion for directed verdict on its defense that the words “pod” and “pods” were generic terms for a container used for the moving and storage of goods at the time PEI obtained its trademark (“genericness defense”). Closing arguments were on September 22, 2014.
On September 25, 2014, the jury returned a unanimous verdict, finding in favor of PEI and against U-Haul on all claims and counterclaims. The jury awarded PEI $45 million in actual damages and $15.7 million in U-Haul’s profits attributable to its use of the term “pod” or “pods”.
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
U-Haul intends to file post-trial motions and, if necessary, appeal the verdict to the Eleventh Circuit Court of Appeals. In this regard, on October 1, 2014, the Court ordered briefing on U-Haul’s oral motion for directed verdict on its genericness defense, the motion on which the Court had deferred ruling during trial. Pursuant to the Court’s order, the parties’ briefing on that motion was completed by October 21, 2014.
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. We are aware of issues regarding hazardous substances on some of Real Estate’s properties. Real Estate regularly makes capital and operating ex penditures 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 up on 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 financi al position or results of operations.
Other
We are 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 our financial p osition and results of operations.
9 . Related Party Transactions
As set forth in the Audit Committee Charter and consistent with Nasdaq Listing Rules, our Audit Committee (the “Audit Committee”) reviews and maintains oversight over related party transactio ns which are required to be disclosed under the Securities and Exchange Commission (“SEC”) rules and re gulations. Accordingly, all such related party transactions are submitted to the Audit Committee for ongoing review and oversight. Our internal processes are designed to ensure that our 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 th ose 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 us pursuant to ma nagement agreements. In the past, we have sold various self-storage properties to SAC Holdings, and such sales provided significant cash flows to the Company.
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
|
||||
|
|
2014 |
|
2013 |
|
|
(Unaudited) |
||
|
|
(In thousands) |
||
U-Haul interest income revenue from SAC Holdings |
$ |
1,719 |
$ |
1,733 |
U-Haul interest income revenue from Private Mini |
|
1,340 |
|
1,349 |
U-Haul management fee revenue from SAC Holdings |
|
4,622 |
|
4,188 |
U-Haul management fee revenue from Private Mini |
|
648 |
|
604 |
U-Haul management fee revenue from Mercury |
|
526 |
|
500 |
|
$ |
8,855 |
$ |
8,374 |
|
|
|
||
|
|
|
||
|
|
|||
|
|
2014 |
|
2013 |
|
|
(Unaudited) |
||
|
|
(In thousands) |
||
U-Haul interest income revenue from SAC Holdings |
$ |
3,423 |
$ |
3,652 |
U-Haul interest income revenue from Private Mini |
|
2,666 |
|
2,686 |
U-Haul management fee revenue from SAC Holdings |
|
9,145 |
|
8,262 |
U-Haul management fee revenue from Private Mini |
|
1,284 |
|
1,198 |
U-Haul management fee revenue from Mercury |
|
1,044 |
|
993 |
|
$ |
17,562 |
$ |
16,791 |
During the first six months of fiscal 201 5 , 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 i s wholly-owned by Mark V. Shoen, a significant stock holder of AMERCO. We do not have an equity ownership interest in SAC Holdings. We received cash interest payments of $ 3.3 million and $ 13.9 million from SAC Holdings during the first six months of fiscal 201 5 and 201 4 , respectively. During the first quarter of fiscal 2014, SAC Holdings made a payment of $10.4 million to reduce its outstanding deferred interest payable to AMERCO. The largest aggregate amount of notes receivable outstanding during the first six months of fiscal 201 5 was $7 1 . 5 million and the aggregate notes receivable balance at September 30 , 201 4 was $ 71.0 million. In accordance with the terms of these notes, SAC Holdings may prepay the notes without penalty or premium at any time . We received repayments of $20.2 million during the third quarter of fiscal 2015 on these notes and interest receivables. After this repayment the scheduled maturities of these notes are 2017.
During the first six months of fiscal 2015, 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. We received cash interest payments of $2.7 million from Private Mini during the first six months of both fiscal 2015 and 2014. The largest aggregate amount outstanding during the first six months of fiscal 2015 was $65.5 million and the aggregate notes receivable balance at September 30, 2014 was $65.3 million. We received repayments of $9.0 million during the third quarter of fiscal 2015 on these notes and interest receivables.
We currently manage 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 Min i pursuant to a standard form of management agreement, under which we receive a management fee of between 4% and 10% of the gross receipts plus reimbursement for certain expenses. We received management fees, exclusive of reimbursed expenses, of $ 15.2 mill ion and $15.7 million from the above mentioned entities during the first six months of fiscal 201 5 and 201 4, respectively . This management fee is consistent with the fee received for other properties the Company previously managed for third parties. SAC Ho ldings, 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 stock holder and director of AMERCO and an estate planning trust benefitting Shoen children have an interest in Mercury.
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Related Party Costs and Expenses
|
||||
|
|
2014 |
|
2013 |
|
|
(Unaudited) |
||
|
|
(In thousands) |
||
U-Haul lease expenses to SAC Holdings |
$ |
655 |
$ |
655 |
U-Haul commission expenses to SAC Holdings |
|
14,742 |
|
14,407 |
U-Haul commission expenses to Private Mini |
|
972 |
|
893 |
|
$ |
16,369 |
$ |
15,955 |
|
|
|
||
|
|
|
|
|
|
|
|||
|
|
2014 |
|
2013 |
|
|
(Unaudited) |
||
|
|
(In thousands) |
||
U-Haul lease expenses to SAC Holdings |
$ |
1,310 |
$ |
1,310 |
U-Haul commission expenses to SAC Holdings |
|
28,226 |
|
26,927 |
U-Haul commission expenses to Private Mini |
|
1,834 |
|
1,688 |
|
$ |
31,370 |
$ |
29,925 |
We lease 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 us .
At September 30 , 201 4 , 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 our 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 $16.5 million, expenses of $1.3 million and cash flows of $ 17.5 million during the first six months of fiscal 201 5 . Revenues and commission expenses related to the Dealer Agreement s were $ 138.9 million and $ 30.1 million, respectively during the first six months of fiscal 201 5 .
Pursuant to the variable interest entity model under ASC 810 – Consolidation (“ASC 810”) , Management determined that the junior notes of SAC Holdings and Priv ate Mini as well as the management agreements with SAC Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini represent potential variable interests for us. Management evaluated whether it should be identified as the primary beneficiary of one or more o f these 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 i mpact their economic performance.
Management determined that they do not have a variable interest in the holding entities SAC Holding II Corporation, Mercury, 4 SAC, 5 SAC, or Galaxy based upon management agreements which are with the individual operating entities or through the issuance of junior debt ; therefore , we are precluded from consolidating these entities.
We have junior debt with the holding entities SAC Holding Corporation and Private Mini which represents a variable interest in each individual entity. Though we have certain protective rights within these debt agreements, we have no present influence or control o ver these holding entities unless their protective rights become exercisable, which management considers unlikely based on their payment history. As a result, we have no basis under ASC 810 to consolidate these entities.
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
We do 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. There are no fees or penalties disclosed in the management agreement for termination of the agreement. 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 signi ficantly impact each of the individual holding entities and the individual operating entities’ performance. As a result, we have no basis under ASC 810 to consolidate these entities.
We have not provided financial or other support explicitly or implicitly during the quarter ended September 3 0 , 201 4 to any of these entities that it was not previously contractually required to provide. In addition, we currently have no plan to provide any financial support to any of these entities in the future. The carrying amount and classification of the assets and liabilities in our balance sheet s that relate to our variable interests in the aforementioned entities are as follows, which approximate the maximum exposure to loss as a result of our involvement with these ent ities:
Related Party Assets
|
September 30, |
|
March 31, |
|
|
|
2014 |
|
2014 |
|
|
(Unaudited) |
|
|
|
|
(In thousands) |
||
U-Haul notes, receivables and interest from Private Mini |
$ |
68,543 |
$ |
68,451 |
U-Haul notes receivable from SAC Holdings |
|
70,984 |
|
71,464 |
U-Haul interest receivable from SAC Holdings |
|
4,533 |
|
4,376 |
U-Haul receivable from SAC Holdings |
|
18,063 |
|
19,418 |
U-Haul receivable from Mercury |
|
4,197 |
|
5,930 |
Other (a) |
|
679 |
|
(15) |
|
$ |
166,999 |
$ |
169,624 |
(a) Timing differences for intercompany balances with insurance subsidiaries.
1 0 . 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 Insuran ce, comprised of Rep w est 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 s tatements.
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.
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
1 0 . Financial Information by Consolidating Industry Segment:
Consolidating balance sheets by industry segment as of September 30, 2014 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 |
|
|
(Unaudi ted) |
||||||||||||||||||
|
|
(In thousands) |
||||||||||||||||||
Assets: |
|
|||||||||||||||||||
Cash and cash equivalents |
$ |
511,053 |
$ |
318,572 |
$ |
3,777 |
$ |
– |
|
$ |
833,402 |
$ |
8,364 |
$ |
7,380 |
$ |
– |
|
$ |
849,146 |
Reinsurance recoverables and trade receivables, net |
|
– |
|
30,598 |
|
177 |
|
– |
|
|
30,775 |
|
126,274 |
|
29,096 |
|
– |
|
186,145 |
|
Inventories, net |
|
– |
|
69,240 |
|
– |
|
– |
|
|
69,240 |
|
– |
|
– |
|
– |
|
69,240 |
|
Prepaid expenses |
|
– |
|
39,933 |
|
1,243 |
|
– |
|
|
41,176 |
|
– |
|
– |
|
– |
|
41,176 |
|
Investments, fixed maturities and marketable equities |
|
– |
|
– |
|
– |
|
– |
|
|
– |
|
212,586 |
|
1,047,545 |
|
– |
|
1,260,131 |
|
Investments, other |
|
– |
|
– |
|
28,227 |
|
– |
|
|
28,227 |
|
55,109 |
|
178,478 |
|
– |
|
261,814 |
|
Deferred policy acquisition costs, net |
|
– |
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
113,943 |
|
– |
|
113,943 |
|
Other assets |
|
161 |
|
59,125 |
|
52,234 |
|
– |
|
|
111,520 |
|
1,189 |
|
2,598 |
|
– |
|
115,307 |
|
Related party assets |
|
1,027,924 |
|
111,924 |
|
4 |
|
(971,095) |
(c) |
|
168,757 |
|
14,562 |
|
476 |
|
(16,796) |
|
166,999 |
|
|
|
1,539,138 |
|
629,392 |
|
85,662 |
|
(971,095) |
|
|
1,283,097 |
|
418,084 |
|
1,379,516 |
|
(16,796) |
|
3,063,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries |
|
781,094 |
|
– |
|
– |
|
(361,287) |
(b) |
|
419,807 |
|
– |
|
– |
|
(419,807) |
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, at cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
– |
|
64,080 |
|
382,267 |
|
– |
|
|
446,347 |
|
– |
|
– |
|
– |
|
446,347 |
|
Buildings and improvements |
|
– |
|
245,955 |
|
1,322,549 |
|
– |
|
|
1,568,504 |
|
– |
|
– |
|
– |
|
1,568,504 |
|
Furniture and equipment |
|
73 |
|
316,724 |
|
16,062 |
|
– |
|
|
332,859 |
|
– |
|
– |
|
– |
|
332,859 |
|
Rental trailers and other rental equipment |
|
– |
|
418,590 |
|
– |
|
– |
|
|
418,590 |
|
– |
|
– |
|
– |
|
418,590 |
|
Rental trucks |
|
– |
|
2,873,062 |
|
– |
|
– |
|
|
2,873,062 |
|
– |
|
– |
|
– |
|
2,873,062 |
|
|
|
73 |
|
3,918,411 |
|
1,720,878 |
|
– |
|
|
5,639,362 |
|
– |
|
– |
|
– |
|
5,639,362 |
|
Less: Accumulated depreciation |
|
(59) |
|
(1,443,431) |
|
(389,982) |
|
– |
|
|
(1,833,472) |
|
– |
|
– |
|
– |
|
(1,833,472) |
|
Total property, plant and equipment |
|
14 |
|
2,474,980 |
|
1,330,896 |
|
– |
|
|
3,805,890 |
|
– |
|
– |
|
– |
|
3,805,890 |
|
Total assets |
$ |
2,320,246 |
$ |
3,104,372 |
$ |
1,416,558 |
$ |
(1,332,382) |
|
$ |
5,508,794 |
$ |
418,084 |
$ |
1,379,516 |
$ |
(436,603) |
|
$ |
6,869,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(a) Balances as of June 30, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Eliminate investment in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Eliminate intercompany receivables and payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Consolidating balance sheets by industry segment as of September 30, 2014 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 |
$ |
556 |
$ |
375,178 |
$ |
5,483 |
$ |
– |
|
$ |
381,217 |
$ |
– |
$ |
6,627 |
$ |
– |
$ |
387,844 |
|
Notes, loans and leases payable |
|
– |
|
1,314,130 |
|
1,068,193 |
|
– |
|
|
2,382,323 |
|
– |
|
– |
|
– |
|
2,382,323 |
|
Policy benefits and losses, claims and loss expenses payable |
|
– |
|
378,609 |
|
– |
|
– |
|
|
378,609 |
|
277,270 |
|
422,500 |
|
– |
|
|
1,078,379 |
Liabilities from investment contracts |
|
– |
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
664,221 |
|
– |
|
664,221 |
|
Other policyholders' funds and liabilities |
|
– |
|
– |
|
– |
|
– |
|
|
– |
|
4,137 |
|
5,206 |
|
– |
|
9,343 |
|
Deferred income |
|
– |
|
33,332 |
|
– |
|
– |
|
|
33,332 |
|
– |
|
– |
|
– |
|
33,332 |
|
Deferred income taxes |
|
476,385 |
|
– |
|
– |
|
– |
|
|
476,385 |
|
(24,858) |
|
20,569 |
|
– |
|
472,096 |
|
Related party liabilities |
|
– |
|
504,853 |
|
480,917 |
|
(971,095) |
(c) |
|
14,675 |
|
1,982 |
|
139 |
|
(16,796) |
|
– |
|
Total liabilities |
|
476,941 |
|
2,606,102 |
|
1,554,593 |
|
(971,095) |
|
|
3,666,541 |
|
258,531 |
|
1,119,262 |
|
(16,796) |
|
5,027,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series preferred stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A preferred stock |
|
– |
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
– |
|
– |
|
– |
|
Series B preferred stock |
|
– |
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
– |
|
– |
|
– |
|
Series A common stock |
|
– |
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
– |
|
– |
|
– |
|
Common stock |
|
10,497 |
|
1 |
|
1 |
|
(2) |
(b) |
|
10,497 |
|
3,301 |
|
2,500 |
|
(5,801) |
|
10,497 |
|
Additional paid-in capital |
|
447,695 |
|
121,230 |
|
147,941 |
|
(269,171) |
(b) |
|
447,695 |
|
91,120 |
|
26,271 |
|
(117,601) |
|
447,485 |
|
Accumulated other comprehensive income (loss) |
|
(23,201) |
|
(59,834) |
|
– |
|
59,834 |
(b) |
|
(23,201) |
|
7,403 |
|
29,231 |
|
(36,634) |
|
(23,201) |
|
Retained earnings (deficit) |
|
2,085,964 |
|
437,925 |
|
(285,977) |
|
(151,948) |
(b) |
|
2,085,964 |
|
57,729 |
|
202,252 |
|
(259,771) |
|
2,086,174 |
|
Cost of common shares in treasury, net |
|
(525,653) |
|
– |
|
– |
|
– |
|
|
(525,653) |
|
– |
|
– |
|
– |
|
(525,653) |
|
Cost of preferred shares in treasury, net |
|
(151,997) |
|
– |
|
– |
|
– |
|
|
(151,997) |
|
– |
|
– |
|
– |
|
(151,997) |
|
Unearned employee stock ownership plan shares |
|
– |
|
(1,052) |
|
– |
|
– |
|
|
(1,052) |
|
– |
|
– |
|
– |
|
(1,052) |
|
Total stockholders' equity (deficit) |
|
1,843,305 |
|
498,270 |
|
(138,035) |
|
(361,287) |
|
|
1,842,253 |
|
159,553 |
|
260,254 |
|
(419,807) |
|
1,842,253 |
|
Total liabilities and stockholders' equity |
$ |
2,320,246 |
$ |
3,104,372 |
$ |
1,416,558 |
$ |
(1,332,382) |
|
$ |
5,508,794 |
$ |
418,084 |
$ |
1,379,516 |
$ |
(436,603) |
|
$ |
6,869,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Balances as of June 30, 2014 |
|
|