United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
(Mark One)
☒ Annual Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934.
For the fiscal year ended March 31, 2024
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 001-11255
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State or other jurisdiction of incorporation or organization |
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Registrant, State of Incorporation Address and Telephone Number |
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I.R.S. Employer Identification No. |
Nevada |
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88-0106815 |
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U-Haul Holding Company |
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(A Nevada Corporation) |
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5555 Kietzke Lane, Ste. 100 |
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Reno, Nevada 89511 |
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Telephone (775) 688-6300 |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common stock, $0.25 par value |
UHAL |
New York Stock Exchange |
Series N Non-Voting Common Stock, $0.001 par value |
UHAL.B |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ Accelerated Filer ☐
Non-accelerated Filer ☐ Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
The aggregate market value of U-Haul Holding Company common stock held by non-affiliates on September 30, 2023 was $5,109,248,015. The aggregate market value was computed using the closing price for the common stock trading on NYSE on such date. Shares held by executive officers, directors and persons owning directly or indirectly more than 5% of the outstanding common stock have been excluded from the preceding number because such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
19,607,788 shares of Common Stock, $0.25 par value, were outstanding as of May 29, 2024.
176,470,092 shares of Series N Non-Voting Common Stock, $0.001 par value, were outstanding as of May 29, 2024.
Documents incorporated by reference: portions of U-Haul Holding Company’s definitive proxy statement for the 2023 annual meeting of stockholders, to be filed within 120 days after U-Haul Holding Company’s fiscal year ended March 31, 2024, are incorporated by reference into Part III of this report.
TABLE OF CONTENTS
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Item 1. |
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Item 1A. |
7 |
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Item 1B. |
14 |
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Item 1C. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 7A. |
44 |
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Item 8. |
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Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
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Item 9A. |
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Item 9B. |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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Item 10. |
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Item 11. |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
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Item 15. |
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Item 16. |
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Cautionary Statement Regarding Forward-Looking Statements
This Annual Report contains “forward-looking statements” regarding future events and our future results of operations. We may make additional written or oral forward-looking statements from time to time in filings with the SEC or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements may include, but are not limited to:
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The words “believe,” “expect,” “anticipate,” “plan,” “may,” “will,” “could,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made.
Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could significantly affect results include, without limitation, the risk factors enumerated below under the heading “Risk Factors” and other factors described in this Annual Report or the other documents we file with the SEC. These factors, the following disclosures, as well as other statements in this Annual Report and in the Notes to Consolidated Financial Statements, could contribute to or cause such risks or uncertainties, or could cause our stock price to fluctuate dramatically. Consequently, the forward-looking statements should not be regarded as representations or warranties by us that such matters will be realized. We assume no obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise, except as required by law.
Part i
Item 1. Business
Company Overview
We are North America’s largest “do-it-yourself” moving and storage operator through our subsidiary U-Haul International, Inc. (“U-Haul”). U-Haul is synonymous with “do-it-yourself” moving and storage and is a leader in supplying products and services to help people move and store their household and commercial goods. Our primary service objective is to “provide a better and better product and service to more and more people at a lower and lower cost.” Unless the context otherwise requires, the terms “U-Haul Holding Company,” “Company,” “we,” “us,” or “our” refer to U-Haul Holding Company, a Nevada corporation, and all of its legal subsidiaries, on a consolidated basis.
We were founded in 1945 as a sole proprietorship under the name "U-Haul Trailer Rental Company" and have rented trailers ever since. Starting in 1959, we rented trucks on a one-way and in-town basis exclusively through independent U-Haul® dealers. In 1973, we began developing our network of U-Haul® managed retail stores, through which we rent our trucks and trailers, self-storage units and portable moving and storage units and sell moving and self-storage products and services to complement our independent dealer network.
We rent our distinctive orange and white U-Haul® trucks and trailers, and orange door self-storage units, through a network of over 2,300 Company-operated retail moving stores and over 21,000 independent U-Haul® dealers. We also sell U-Haul® brand boxes, tape and other moving and self-storage products and services to “do-it-yourself” moving and storage customers at all of our distribution outlets and through our uhaul.com® website and mobile app.
We believe U-Haul® is the most convenient supplier of products and services addressing the needs of the United States and Canada’s “do-it-yourself” moving and storage markets. Our broad geographic coverage throughout the United States and Canada and our extensive selection of U-Haul® brand moving equipment rentals, self-storage units, portable moving and storage units and related moving and storage products and services provide our customers with convenient “one-stop” shopping.
Since 1945, U-Haul® has incorporated sustainable practices into its everyday operations. We believe that our basic business premise of equipment sharing helps reduce greenhouse gas emissions and reduces the inventory of total large capacity vehicles. We continue to look for ways to reduce waste within our business and are dedicated to manufacturing
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reusable components and recyclable products. We believe that our commitment to sustainability, through our products and services and everyday operations has helped us to reduce our impact on the environment.
Through Repwest Insurance Company (“Repwest”) and ARCOA Risk Retention Group ("ARCOA"), our property and casualty insurance subsidiaries, we manage the property, liability and related insurance claims processing for U-Haul®. Oxford Life Insurance Company (“Oxford”), our life insurance subsidiary, sells life insurance, Medicare supplement insurance, annuities and other related products to the senior market.
Available Information
U-Haul Holding CompanySM and U-Haul® are each incorporated in Nevada. The internet address for U-Haul is uhaul.com. On U-Haul Holding Company’s investor relations website, investors.uhaul.com, we post the following filings as soon as practicable after they are electronically filed with or furnished to the United States Securities and Exchange Commission (“SEC”): our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, proxy statements related to meetings of our stockholders, and any amendments to those reports or statements filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We also use our investor relations website as a means of disclosing material information and for complying with our disclosure obligations under Regulation FD. All such filings on our website are available free of charge. Additionally, you will find these materials on the SEC’s website at sec.gov.
Products and Rental Equipment
Our customers are primarily “do-it-yourself” household movers. U-Haul® moving equipment is specifically designed, engineered and manufactured for the “do-it-yourself” household mover. These “do-it-yourself” movers include individuals and families moving their belongings from one home to another, college students moving their belongings, vacationers and sports enthusiasts needing extra space or having special towing needs, people trying to save on home furniture and home appliance delivery costs, and “do-it-yourself” home remodeling and gardening enthusiasts who need to transport materials.
As of March 31, 2024, our rental fleet consisted of approximately 188,700 trucks, 139,400 trailers and 43,700 towing devices. This equipment and our U-Haul® brand of self-moving products and services are available through our network of managed retail moving stores and independent U-Haul dealers. Independent U-Haul® dealers receive rental equipment from the Company, act as rental agents and are paid a commission based on gross revenues generated from their U-Haul® rentals.
Our rental truck chassis are engineered by domestic truck manufacturers. These chassis are joined with the U-Haul® designed and manufactured van boxes primarily at U-Haul® operated manufacturing and assembly facilities strategically located throughout the United States. U-Haul® rental trucks feature our proprietary Lowest DeckSM, which provides our customers with extra ease of loading. The loading ramps on our trucks are the widest in the industry, which reduces the effort needed to move belongings. Our trucks are fitted with convenient rub rails with tie downs on every interior wall. Our Gentle Ride SuspensionSM helps our customers safely move delicate and prized possessions. Also, the engineers at our U-Haul Technical Center determined that the softest ride in our trucks was at the front of the van box. Consequently, we designed the part of the van box that hangs over the front cab of the truck to be the location for our customers to place their most fragile items during their move. We call this area Mom’s Attic®.
Our distinctive trailers are also manufactured at these same U-Haul® operated manufacturing and assembly facilities. These trailers are well suited to the low profile of many of today’s newly manufactured automobiles, including electric vehicles. Our engineering staff is committed to making our trailers easy to tow, safe, aerodynamic and fuel efficient.
To provide our self-move customers with added value, our rental trucks and trailers are designed with fuel efficiency in mind. Many of our trucks are equipped with fuel economy gauges, another tool that assists our customers in conserving fuel. To help make our rental equipment more reliable, we routinely perform extensive preventive maintenance and repairs.
We also provide customers with equipment to transport their vehicles. We provide two towing options: auto transport, in which all four wheels are off the ground, and a tow dolly, in which the front wheels of the towed vehicle are off the ground.
To help our customers load their boxes and larger household appliances and furniture, we offer several accessory rental items. Our utility dolly has a lightweight design and is easy to maneuver. Another rental accessory is our four wheel dolly, which provides a large, flat surface for moving dressers, wall units, pianos and other large household items. U-Haul® appliance dollies provide the leverage needed to move refrigerators, freezers, washers and dryers easily and safely. These utility, furniture and appliance dollies, along with the low decks and the wide loading ramps on U-Haul® trucks and trailers, are designed for easy loading and unloading of our customers’ belongings.
The total package U-Haul® offers to the “do-it-yourself” household mover doesn’t end with trucks, trailers and accessory rental items. Our moving supplies include a wide array of affordably priced U-Haul® brand boxes, tape and packing materials. We also provide specialty boxes for dishes, computers, flat screen television and sensitive electronic equipment, as well as tape, security locks, and packing supplies. U-Haul® brand boxes are specifically sized to make loading easier.
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We estimate that U-Haul® is North America’s largest seller and installer of hitches and towing systems. In addition to towing U-Haul® equipment, these hitching and towing systems can tow jet skis, motorcycles, boats, campers and toy haulers. Each year, millions of customers visit our locations for expertise on complete towing systems, trailer rentals and the latest in towing accessories.
U-Haul® has one of North America’s largest propane refilling networks, with over 1,200 locations providing this convenient service. We employ trained, certified personnel to refill propane cylinders and alternative fuel vehicles. Our network of propane dispensing locations is one of the largest automobile alternative refueling networks in North America.
Our self-storage business was a natural outgrowth of our self-moving operations. Conveniently located U-Haul® self-storage rental facilities provide clean, dry and secure space for storage of household and commercial goods. Storage units range in size from 6 square feet to over 1,000 square feet. As of March 31, 2024, we operate 1,962 self-storage locations in the United States and Canada, with nearly 1,004,000 rentable storage units comprising 86.8 million square feet of rentable storage space. Our self-storage centers feature a wide array of security measures, ranging from electronic property access control gates to individually alarmed storage units. At many centers, we offer climate-controlled storage units to protect temperature sensitive goods.
Another extension of our strategy to make “do-it-yourself” moving and storage easier is our U-Box® program. A U-Box® portable moving and storage unit is delivered to a location of our customer’s choosing either by the customers themselves through the use of a U-Box® trailer, with the assistance of our Moving Help® program, or by Company personnel. Once the U-Box® portable moving and storage unit is filled, it can be stored at the customer’s location, or taken to one of our Company operated locations, a participating independent dealer, or moved to a location of the customer’s choice.
Additionally, we offer moving and storage protection packages such as Safemove® and Safetow®. These programs provide moving and towing customers with a damage waiver, cargo protection and medical and life insurance coverage. Safestor® provides protection for storage customers from loss on their goods in storage. Safestor Mobile® provides protection for customers’ stored belongings when using our U-Box® portable moving and storage units. For our customers who desire additional coverage over and above the standard Safemove® protection, we also offer our Safemove Plus® product. This package provides the rental customer with a layer of primary liability protection.
We believe that through our website, uhaul.com, and the U-Haul® app, we have aggregated the largest network of customers and independent businesses in the self-moving and self-storage industry. In particular, our Moving Help® program connects “do-it-yourself” movers with thousands of independent service providers in the United States and Canada to assist our customers in packing, loading, unloading, cleaning and performing other services.
Through the U-Haul Storage Affiliates® program, independent storage businesses can join one of the world’s largest self-storage reservation systems. Self-storage customers making a reservation through uhaul.com® or the U-Haul app can access all of the U-Haul® self-storage centers and all of our independent storage affiliate partners for even greater convenience to meet their self-storage needs. For the independent storage operator, our network gives them access to products and services allowing them to compete with larger operators more cost effectively.
We own numerous trademarks and service marks that contribute to the identity and recognition of our Company and its products and services. Certain of these marks are integral to the conduct of our business, a loss of any of which could have a material adverse effect on our business. We consider the trademark “U-Haul®” to be of material importance to our business in addition, but not limited to, the U.S. trademarks and service marks “AMERCO®”, “U-Haul Holding CompanySM”, “eMove®”, “Gentle Ride SuspensionSM”, “In-Town®”, “Lowest DecksSM”, “Moving made Easier®”, “Make Moving Easier®”, “Mom’s Attic®”, “Moving Help®”, “Moving Helper®”, “Safemove®”, “Safemove Plus®”, “Safestor®”, “Safestor Mobile®”, “Safetow®”, “U-Box®”, “uhaul.com®”, “U-Haul Investors Club®”, “U-Haul Truck Share®”, “U-Haul Truck Share 24/7®“, "collegeboxes®“, "U-Haul Ready-To-Go Box®“, “U-Note®”, “WebSelfStorage®”, and “U-Haul SmartMobilityCenter®”, among others, for use in connection with the moving and storage business.
Description of Operating and Reportable Segments
U-Haul Holding Company’s three operating and reportable segments are:
Financial information for each of our operating and reportable segments is included in the Notes to Consolidated Financial Statements as part of Item 8: Consolidated Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
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Moving and Storage Operating Segment
Our Moving and Storage operating segment (“Moving and Storage”) consists of the rental of trucks, trailers, portable moving and storage units, specialty rental items and self-storage spaces primarily to the household mover as well as sales of moving supplies, towing accessories and propane. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
Net revenue from Moving and Storage was approximately 94.0%, 94.8% and 94.0% of consolidated net revenue in fiscal 2024, 2023 and 2022, respectively.
The total number of rental trucks in the fleet decreased from fiscal 2023. The availability of new trucks for purchase has improved allowing us to increase the number of older trucks that we have retired and rotated out of the fleet in fiscal 2024.
Within our truck and trailer rental operation, we are focused on expanding our independent dealer network to provide added convenience for our customers. U-Haul® maximizes vehicle utilization by managing distribution of the truck and trailer fleets among the over 2,300 Company-operated stores and nearly 21,000 independent dealers. Utilizing its proprietary reservations management system, our centers and dealers electronically report their inventory in real-time, which facilitates matching equipment to customer demand. Over half of all U-Move® rental revenue originated from our Company operated centers.
At our owned and operated retail stores, we are implementing new initiatives to improve customer service. These initiatives include expanding the capabilities of our U-Haul® app, improving management of our rental equipment to provide our retail centers with the right type of rental equipment, at the right time and at the most convenient location for our customers, effectively marketing our broad line of self-moving related products and services, expanding accessibility to provide more convenience to our customers, and enhancing our ability to properly staff locations during our peak hours of operations by attracting and retaining “moonlighters” (part-time U-Haul® system members with full-time jobs elsewhere) during our peak hours of operation. U-Haul offers U-Haul Truck Share 24/7® to our entire network in the United States and Canada. This allows our customers to rent equipment through a mobile device any time of the day without having to visit the counter. U-Haul currently has several U.S. and Canadian Patents granted or pending on its U-Haul Truck Share 24/7® system.
Our self-moving related products and services, such as boxes, pads and insurance, help our customers have a better moving experience and help them to protect their belongings from potential damage during the moving process. We are committed to providing a complete line of products selected with the “do-it-yourself” moving and storage customer in mind.
Our self-storage business operations consist of the rental of self-storage units, portable moving and storage units, sales of self-storage related products, the facilitation of sales of services, and the management of self-storage facilities owned by others.
U-Haul® is one of the largest North American operators of self-storage and has been a leader in the self-storage industry since 1974. U-Haul® operates nearly 1,004,000 rentable storage units, comprising 86.8 million square feet of rentable storage space with locations in 50 states and 10 Canadian provinces. Our owned and managed self-storage facility locations range in size up to 309,000 square feet of storage space, with individual storage units in sizes ranging from 6 square feet to over 1,000 square feet.
The primary market for storage units is the storage of household goods. We believe that our self-storage services provide a competitive advantage through such things as Max Security, an electronic system that monitors the storage facility 24 hours a day, climate control in select units, individually alarmed units, extended hours access, interior load and unload at selected locations, mobile device enabled rentals and an internet-based customer reservation and account management system.
Moving Help® and U-Haul Storage Affiliates® on uhaul.com are online marketplaces that connect consumers to independent Moving Help® service providers and thousands of independent Self-Storage Affiliates. Our network of customer-rated Moving Help® and storage affiliates provide pack and load help, cleaning help, self-storage and similar services all over the United States and Canada. Our goal is to further utilize our web-based technology platform, including our U-Haul® app, to increase service to consumers and businesses in the moving and storage market.
Compliance with environmental requirements of federal, state, provincial and local governments affects our business. Our truck and trailer rental business is subject to regulation by various federal, state, provincial and local regulations in the United States and Canada. Specifically, the U.S. Department of Transportation and various state, federal and Canadian agencies exercise broad powers over our motor carrier operations, safety, and the generation, handling, storage, treatment and disposal of waste materials. In addition, our storage business is also subject to federal, state, provincial and local laws
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and regulations relating to environmental protection and human health and safety. Environmental laws and regulations are complex, change frequently and could become more stringent in the future.
Moving and Storage business is seasonal and our results of operations and cash flows fluctuate significantly from quarter to quarter. Historically, revenues have been stronger in the first and second fiscal quarters due to the overall increase in moving activity during the spring and summer months. The fourth fiscal quarter is generally our weakest.
Property and Casualty Insurance Operating Segment
Our Property and Casualty Insurance operating segment (“Property and Casualty Insurance”) provides loss adjusting and claims handling for U-Haul through regional offices across the United States and Canada. Property and Casualty Insurance also underwrites components of the Safemove®, Safetow®, Safemove Plus®, Safestor Mobile® and Safestor® protection packages to U-Haul customers. We attempt to price our products to be a good value to our customers. The business plan for Property and Casualty Insurance includes offering property and casualty products in other U-Haul related programs.
Net revenue from Property and Casualty Insurance was approximately 2.1%, 1.7% and 1.9% of consolidated net revenue in fiscal 2024, 2023 and 2022, respectively.
Life Insurance Operating Segment
Life Insurance 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.
Net revenue from Life Insurance was approximately 3.9%, 3.5% and 4.1% of consolidated net revenue in fiscal 2024, 2023 and 2022, respectively.
Human Capital
We work at never forgetting that our quality self-move, self-storage, and closely related services and products are meant to improve human lives and serve the do-it-yourself moving public. We believe our workforce is a reflection of, and as diverse as the customers we serve. Discrimination based on race, gender, religion, age, ethnicity, disability familial status or any other form of discrimination prohibited by applicable law in the acquisition, promotion, compensation, management or retention of talent is not accepted. We do not use a single or fixed set of measures or objectives as part of our recruitment and talent acquisition process or human resource management.
System Members
As of March 31, 2024, we employed approximately 32,200 people in the United States and approximately 2,100 in Canada with approximately 99% of these system members working within Moving and Storage and approximately 52% of these system members working on a full-time basis.
The Company operates over 2,300 retail locations, 11 manufacturing and assembly facilities, 153 fixed-site repair facilities, a distribution center and our corporate offices. We hire system members from the communities in which we are located and prefer to promote from within our team.
Benefits
We focus on our system members’ wellness over the course of their life, from physical and emotional to financial.
Our health benefit program provides medical, dental and vision benefits. Participation in the health benefit program also includes access to our Healthier You wellness program that offers system members tools to enable them to live a healthier lifestyle. This wellness program encompasses nutritional guidance, smoking cessation and fitness alternatives. We also make available a system members assistance program focusing on mental health called You Matter, which offers counseling, work-life solutions and legal guidance.
We encourage a work-life balance for our system members and their families through paid time off and various leave options as well as special benefits, including a healthy pregnancy program and a 24/7 doctor-on-call program for their children.
Financial benefits are a critical component of our system members’ wellness. These benefits include competitive salaries, participation in our Employee Stock Ownership Plan (“ESOP”) and 401(k) plan, life and disability insurance, health savings accounts, and the SmartDollar® financial literacy program.
Education and Development
The Company encourages life-long personal and professional development for our system members. We do this by offering our system members and our independent dealers free access to our on-line U-Haul University courses that are
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helpful for the development of specialized industry knowledge and to the safety of our team. To support more generalized education for our system members, we also provide a tuition reimbursement program.
Community
We value our relationship with the communities in which we do business. We offer community outreach through volunteer opportunities for our system members, as well as in-kind donations of equipment, products, and services. We are a strong supporter of military members and their families by way of employment opportunities as well as partnering with military and veteran organizations to support and honor those who have served.
Sales and Marketing
We promote U-Haul® brand awareness through direct and co-marketing arrangements. Our direct marketing activities consist of web-based initiatives, print and social media as well as trade events, movie and television cameos of our rental fleet and boxes, television commercials, and industry and consumer communications. We believe that our rental equipment is our best form of advertisement. We support our independent U-Haul® dealers through marketing U-Haul® moving and self-storage rentals, products and services.
Our marketing plan focuses on maintaining our leadership position in the “do-it-yourself” moving and storage industry by continually improving the ease of use and economy of our rental equipment, by providing added convenience to our retail centers, through independent U-Haul dealers, and by expanding the capabilities of our U-Haul® websites and U-Haul® app.
A significant driver of rental transaction volume is our utilization of an online reservation and sales system, through uhaul.com®, the U-Haul app and our 24-hour 1-800-GO-U-HAUL telephone reservations system. These points of contact are prominently featured and are a major driver of customer lead sources.
Competition
Moving and Storage Operating Segment
The truck rental industry is highly competitive and includes a number of significant national, regional and local competitors. Generally speaking, we consider there to be two distinct users of rental trucks: commercial and “do-it-yourself” residential users. We primarily focus on the “do-it-yourself” residential user. Within this segment, we believe the principal competitive factors are convenience of rental locations, availability of quality rental moving equipment, breadth of essential products and services, and total cost to the user. Our major national competitors in both the in-town and one-way moving equipment rental market include Avis Budget Group, Inc. and Penske Truck Leasing. We have numerous competitors throughout the United States and Canada who compete with us in the in-town market including Enterprise Truck Rental, Turo, Fluid, Lugg, GoShare and others.
The self-storage market is large and fragmented. We believe the principal competitive factors in this industry are convenience of storage rental locations, cleanliness, security and price. Our largest competitors in the self-storage market are Public Storage Inc., CubeSmart, and Extra Space Storage, Inc.
Insurance Operating Segments
The insurance industry is highly competitive. In addition, the marketplace includes financial services firms offering both insurance and financial products. Some of the insurance companies are owned by stockholders and others are owned by policyholders. Many competitors have been in business for a longer period of time or possess substantially greater financial resources and broader product portfolios than our insurance companies. We compete in the insurance business based upon price, product design, and services rendered to agents and policyholders.
Financial Data of Segment and Geographic Areas
For financial data of our segments and geographic areas please see Note 21, Reportable Segment Information and Note 22, Financial Information by Geographic Area, of the Notes to Consolidated Financial Statements.
Item 1A. Risk Factors
The following important risk factors, and those risk factors described elsewhere in this Annual Report or in our other filings with the SEC, could materially affect our business, financial condition and future results. We also refer you to the factors and cautionary language set forth in the section entitled “Cautionary Statements Regarding Forward-Looking Statements,” above. All of the other information set forth in this Annual Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and the consolidated financial statements and related notes, should be read in conjunction with the discussion of such risks, cautionary statements and other factors for a full understanding of our operations and financial conditions. Although the risks are organized by headings, and each risk is
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discussed separately, many are interrelated.
Risks Related to our Business and Operations
Our fleet rotation program can be adversely affected by financial market conditions.
To meet the needs of our customers, U-Haul maintains a large fleet of rental equipment. Our rental truck fleet rotation program is funded internally through operations and externally from debt and lease financing. Our ability to fund our routine fleet rotation program could be adversely affected if financial market conditions limit the general availability of external financing. This could lead us to operate trucks longer than initially planned and/or reduce the size of the fleet, either of which could materially and negatively affect our results of operations.
Another important aspect of our fleet rotation program is the sale of used rental equipment. The sale of used equipment provides us with funds that can be used to purchase new equipment. Conditions may arise that could lead to a decrease in demand and/or resale values for our used equipment. This could have a material adverse effect on our financial results, which could result in substantial losses and decreases in cash flows from the sale of equipment.
We obtain our rental trucks from a limited number of manufacturers.
Over the last twenty years, we have purchased the majority of our rental trucks from Ford Motor Company and General Motors Corporation. Our fleet can be negatively affected by issues our manufacturers may face within their own supply chains. Also, our suppliers may face financial difficulties, government regulations, or organizational changes which could negatively impact their ability to accept future orders from U-Haul or fulfill existing orders.
In addition, the cost of acquiring new rental trucks has increased significantly in recent years. If costs continue to significantly increase in the future, it could materially and negatively affect our ability to rotate new equipment into the fleet. Although we believe that we could contract with alternative manufacturers for our rental trucks, we cannot guarantee or predict how long that would take. In addition, termination of our existing relationships with these suppliers could have a material adverse effect on our business, financial condition, or results of operations for an indefinite period of time.
A significant portion of our revenues are generated through third-parties.
Our business plan relies upon a network of independent dealers strategically located throughout the United States and Canada. As of March 31, 2024, we had nearly 21,000 independent equipment rental dealers. In fiscal 2024, just under half of all U-Move® rental revenue originated through this network.
Our inability to maintain this network or its current cost structure could inhibit our ability to adequately serve our customers and could negatively affect our results of operations and financial position.
Existing and future laws or regulations favoring electric, autonomous, and connected vehicles may negatively impact the composition of our fleet and negatively affect our business and results of operations.
Regulatory pressure in connection with the introduction and expansion of electric, autonomous, and connected rental vehicles could both require infrastructure improvement that could inhibit our current business model and negatively impact our ability to acquire, or increase our cost of acquisition for rental trucks. For example, unless struck down by courts or otherwise amended or rescinded, the Advanced Clean Fleets (“ACF”) Regulation adopted by the California Air Resources Board would require us to phase out certain internal combustion engine vehicles from our fleet and replace them with so-called zero-emission vehicles (“ZEVs”). To accommodate ZEVs, our Company-operated locations and independent dealer network may require physical upgrades that are uneconomical and/or unachievable. Because many of our vehicles are used by our customers for one-way interstate moves, the ACF or similar laws and regulations that may be adopted in other states could affect our operations across North America because our one-way rental vehicles travel throughout the U.S. and Canada. Our one-way rental business would then depend, in whole or in part, on an in-transit recharging network throughout the United States and Canada to support ZEVs that one or more states may require us to incorporate into our rental fleet. Such a recharging network does not exist today, and even if one is built, the increased rental cost, and time and cost required to charge electric vehicles or ZEVs may be so great as to substantially limit our ability to serve customers needing to move long distances.
We cooperate with original equipment manufacturers (“OEM”s), maintain and train our own technical experts, and operate an equipment Technical Center that has positioned us as an industry leader in innovation for over fifty years. However, the proposed changes to electric, autonomous, and connected vehicles raise challenges of enormous scale. Our repair and maintenance infrastructures, including both physical plants as well as personnel, may be inappropriate for these new types of vehicles. Without such repair and maintenance capabilities it could compromise our ability to operate a fleet of such vehicles. We may also need to depend upon third party providers for some of those services, and they may not be able to provide workable solutions. There is a risk that we may not be able to adequately prepare for these
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possibilities. In addition, even if we successfully adapt to any such changes, there can be no guarantee that our fleet or services as adapted would meet the needs of our “do-it-yourself” moving and storage customers, or that we would be able to offer our products and services at prices our customers would be willing or able to pay.
U-Haul has already made significant progress on several initiatives aimed at changing technologies, consumer preferences, and the regulatory environment, including: TruckShare 24/7®, contactless rentals, a North American propane alternative fuel network, alternative fuel test vehicles and close OEM working relationships. However, these initiatives may not enable us to successfully adapt to the requirements of a changed regulatory environment favoring or requiring all-electric or specific alternative fuel solutions. Government regulators may knowingly or unknowingly choose the winners and losers in this evolving transportation environment, and it is possible that they may not choose U-Haul customers and U-Haul to be among the winners.
The growing insistence that the future of the economy will be based on an all-electric solution instead of a hybrid version or other alternative fuels may create an infrastructure in which personal interstate travel will be uneconomical or severely regulated, which could materially and adversely affect our moving business, results of operations, and financial position. In addition, there is growing evidence that consumers may refuse to support an all-electric solution for their moving needs, squeezing U-Haul between government demands and consumer preferences.
We face liability risks associated with the operation of our rental fleet, sales of our products, and operation of our locations.
The business of renting moving and storage equipment to customers exposes us to liability claims including property damage, personal injury, and even death. Likewise, the operation of our moving and storage centers along with the sale of our related moving supplies, towing accessories and installation, and refilling of propane tanks may subject us to liability claims. We seek to limit the occurrence of such claims through the design of our equipment, communication of its proper use, repair and maintenance schedules, training of our personnel, risk management assessments, and by providing our customers with online resources for the proper use of products and services. Regardless, accidents still occur, and we manage the financial risk of these events through third party insurance carriers. While these excess loss and property insurance policies are available today at affordable costs, this could change and could negatively affect our results of operations and financial position.
Cybersecurity incidents are inevitable and disruptions in our information technology systems or a compromise of security with respect to those systems could adversely affect us.
We rely on information technology systems to manage and support our operations and provide products, services, and support to our customers. In connection with these activities, we store and transmit proprietary information and sensitive or confidential data, including personally identifiable information of customers, team members and others. Our reliance on these technology systems and our storage and transmission of such data exposes us to various risks, including cyberattacks or failures in all or part of our technology systems that could result in disruptions in our operations, our ability to serve our customers, or a compromise of our data security. We also face such risks through our use of third-party service providers (including banks, dealers, administrators of our medical insurance plans, and law firms), our communication and filing data with regulatory authorities and government agencies, and our other interactions with third parties, any of whom could be the source of a cyberattack on our technology systems or data.
We commit resources to prevention, detection, and mitigation to limit the adverse effects of cybersecurity incidents. We have implemented security protocols, backup systems and alternative procedures to mitigate these risks. We employ IT security team members that have cybersecurity experience or certifications and utilize third-party service providers and consultants to protect our systems and assist us in managing these risks. Our Board and its Audit & Cyber Committee exercise oversight of our cybersecurity risks and management's oversight of the processes and procedures that protect our systems and data. However, despite our security measures, we cannot guarantee that we will not be adversely affected by cybersecurity incidents, including hacks of our systems, denial-of-service attacks, viruses and other malicious software (malware), team member error or malfeasance, phishing attacks, security breaches, disruptions during the process of upgrading or replacing computer software or hardware, or other attacks that may jeopardize the security of information stored in or transmitted by technology systems and networks that we or third-party service providers maintain, which include cloud-based networks and data center storage.
In addition, our response to cybersecurity incidents, our investments in our technology, and our controls, processes, and practices, may not be sufficient to shield us from significant losses or liability. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, may be difficult to detect, and often are not
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recognized until launched against a target. As a result, we may not anticipate an attack or respond adequately or timely, and the extent of a particular incident may not be immediately clear. It could take significant time before an investigation can be completed and reliable information about the incident becomes known. During an investigation, it is possible we may not know the extent of the harm, or how to remediate it, which could further adversely impact us. New regulations could result in us being required to disclose information about a cybersecurity incident before it has been fully investigated, mitigated, or resolved. Due to the risk of allegations by plaintiffs’ counsel or government regulators armed with the benefit of hindsight, we may be required to disclose information about a cybersecurity incident even before we determine whether it was material.
In addition, because our systems contain information about individuals and businesses, our failure to maintain the security of the data we hold, whether because of our own error or the malfeasance or errors of others, could lead to unauthorized access or the release of personally identifiable or otherwise confidential or protected information. Our failure to maintain the security of the data we hold could also violate applicable privacy, data security and other laws and subject us to lawsuits and regulatory enforcement resulting in fines. Regulators have been imposing new data privacy and security requirements, including new and greater monetary fines for privacy violations, such as those under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act. Other U.S. states and Canadian provinces have also proposed or adopted their own data protection legislation or regulations, which are often broad in scope and subject to evolving interpretations and increasing enforcement. Some of these laws and regulations provide for statutory damages or fines even if the Company has used commercially reasonable efforts to protect its data and systems but a bad actor breaches the Company’s cybersecurity defenses and gains access to personally identifiable information. Even if no party incurs any actual damages, the Company could be punished by the government for criminal cyberattacks by bad actors, and the fines or other costs imposed upon us could reach amounts that could have a material adverse effect on the Company, its results of operations, and financial condition. In addition, new and existing data privacy laws and regulations could diverge and conflict with each other in certain respects, making compliance increasingly difficult. Complying with new regulatory requirements could require us to incur substantial expenses and change our business. As regulators become increasingly focused on information security, data collection, and privacy, we may be required to devote significant additional resources to dealing with their demands.
We experience daily threats to our data and systems. We have experienced cybersecurity incidents in the past, none of which, to date, has resulted in a material impact on our business strategy, results of operations, or financial condition. In 2021, we experienced a cybersecurity incident which is described in this Annual Report under the heading “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operation – Cybersecurity Incident.” Although past events have not resulted in a material impact on our business strategy, results of operations or financial condition, the impacts of cybersecurity incidents in the future could be material. Although we maintain insurance coverage for various cybersecurity risks, there can be no guarantee that we will be fully insured, or that insurance coverage will remain available for cybersecurity risks. Significantly, no amount of effort to deter, identify, mitigate, and/or prevent cybersecurity breaches can achieve 100% success in the current cyber threat environment. Given the financial reward reaped by threat actors for their illegal attacks on technology systems and access to data, and the inability of governments or private industry to fully prevent such attacks and resulting breaches, we expect such attacks to continue. We also expect governments to continue to punish companies that are victims of cyberattacks, whether through statutory fines or otherwise. We cannot provide assurance that we will not experience future cybersecurity incidents or that such incidents will not have a material impact on our business strategy, results of operations, or financial condition. Investors who require any such assurance should not invest in the Company.
We may incur losses due to our reinsurers’ or counterparties’ failure to perform under existing contracts or we may be unable to secure sufficient reinsurance or hedging protection in the future.
We use reinsurance and derivative contracts to mitigate our risk of loss in various circumstances. These agreements do not release us from our primary obligations and therefore we remain ultimately responsible for these potential costs. We cannot provide assurance that these reinsurers or counterparties will fulfill their obligations. Their inability or unwillingness to make payments to us under the terms of the contracts may have a material adverse effect on our financial condition and results of operations.
As of the end of fiscal year 2024, Repwest reported $0.4 million of reinsurance recoverables, net of allowances and $36.2 million of reserves and liabilities ceded to reinsurers. Of this, Repwest’s largest exposure to a single reinsurer was $22.1 million.
As of the end of fiscal year 2024, Oxford's derivative hedges had a net market value of $10.5 million with notional amounts of $526.4 million.
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Risks Related to our Industry
We operate in a highly competitive industry.
The truck rental industry is highly competitive and includes a number of significant national, regional and local competitors, many of which are several times larger than U-Haul. We believe the principal competitive factors in this industry are convenience of rental locations, availability of quality rental moving equipment, breadth of essential services and products and total cost. Financial results for the Company can be adversely impacted by aggressive pricing from our competitors. Some of our competitors may have greater financial resources than we have. We cannot assure you that we will be able to maintain existing rental prices or implement price increases. Moreover, if our competitors reduce prices and we are not able or willing to do so as well, we may lose rental volume, which would likely have a materially adverse effect on our results of operations. Numerous potential competitors are working to establish paradigm shifting technologies from self-driving vehicles to vehicle sharing services and other technologies that connect riders with vehicles.
The self-storage industry is large and fragmented. We believe the principal competitive factors in this industry are convenience of storage rental locations, cleanliness, security, and price. Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates, and operating expenses of our facilities. Competition might cause us to experience a decrease in occupancy levels, limit our ability to raise rental rates, or require us to offer discounted rates that would have a material effect on our results of operations and financial condition. Entry into the self-storage business may be accomplished through the acquisition of existing facilities by persons or institutions with the required initial capital. However, development of new self-storage facilities is more difficult due to land use, zoning, environmental, and other regulatory requirements. The self-storage industry has in the past experienced overbuilding in response to perceived increases in demand. Consolidation of ownership is taking place with certain owners of self-storage. We cannot assure you that we will be able to successfully compete in existing markets or expand into new markets.
Economic conditions, including those related to the credit markets, interest rates and inflation, may adversely affect our industry, business and results of operations.
Consumer and commercial spending are generally affected by the health of the economy, which places some of the factors affecting the success of our business beyond our control. Our businesses, although traditionally not as cyclical as some, could experience significant downturns in connection with or in anticipation of declines in general economic conditions. In times of declining consumer spending, we may be driven to reduce pricing, which could have a negative impact on gross profit. In addition, any downturn in the economy could result in reduced revenues and working capital. Trends in the economy are resulting in inflationary pressures leading to an increase in our cost of doing business. We cannot guarantee that we can manage the costs lower or pass them along in the form of higher prices to our customers.
Should credit markets in the United States tighten or if interest rates increase significantly, we may not be able to refinance existing debt or find additional financing on favorable terms, if at all. If one or more of the financial institutions that support our existing credit facilities fails or opts not to continue to lend to us, we may not be able to find a replacement, which would negatively impact our ability to borrow under credit facilities. If our operating results were to worsen significantly and our cash flows or capital resources prove inadequate, or if interest rates increase significantly, we could face liquidity problems that could materially and adversely affect our results of operations and financial condition.
A.M. Best financial strength ratings are crucial to our life insurance business.
In August 2023, A.M. Best affirmed the financial strength rating (“FSR”) for Oxford and Christian Fidelity Life Insurance Company (“CFLIC”) of A. The FSR outlook remains stable. In addition, A.M. Best affirmed the long-term issuer credit rating (“LTICR”) of “a”. The LTICR outlook of these ratings is stable. Financial strength ratings are important external factors that can affect the success of Oxford’s business plans. Accordingly, if Oxford’s ratings, relative to its competitors, are not maintained or do not continue to improve, Oxford may not be able to retain and attract business as currently planned, which could adversely affect our results of operations and financial condition.
Risks Related to our Financings
We are highly leveraged.
As of March 31, 2024, we had total debt outstanding of $6,304.0 million and operating lease liabilities of $55.0 million. Although we believe, based on existing information, that additional leverage can be supported by our operations and revenues, our existing debt could impact us in the following ways, among others:
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Our ability to make payments on our debt and leases depends upon our ability to maintain and improve our operating performance and generate cash flow. To some extent, this is subject to prevailing economic and competitive conditions and to certain financial, business and other factors, some of which are beyond our control. If we are unable to generate sufficient cash flow from operations to service our debt and meet our other cash needs, including our leases, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness and leases. If we must sell our assets, it may negatively affect our ability to generate revenue. In addition, we may incur additional debt or leases that would exacerbate the risks associated with our indebtedness.
Risks Related to our Organization
A majority of our Voting Common Stock is owned by a small contingent of stockholders.
Willow Grove Holdings LP, directly and through controlled entities (“WGHLP”), owns 9,791,911 shares of our common stock, $0.25 par value per share (“Voting Common Stock”), and together with Edward J. Shoen and Mark V. Shoen, owns 9,828,542 shares (approximately 50.1%) of Voting Common Stock. The general partner of WGHLP controls the voting and disposition decisions with respect to the Voting Common Stock owned by WGHLP, and is managed by Edward J. Shoen (the Chairman of the Board of Directors and Chief Executive Officer of U-Haul Holding Company) and his brother, Mark V. Shoen. Accordingly, Edward J. Shoen and Mark V. Shoen are in a position to significantly influence our business and policies, including the approval of certain significant transactions, the election of the members of our board of directors (the “Board”) and other matters submitted to our stockholders. There can be no assurance that their interests will not conflict with the interests of our other stockholders.
Furthermore, we are a “controlled company” within the meaning of the New York Stock Exchange corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our Board consist of independent directors, (2) that our Board have a compensation committee that consists entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that our director nominations be made, or recommended to our full Board, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nomination process.
As described in this Annual Report, we rely upon our “controlled company” status to permit our full Board to nominate directors rather than delegate that responsibility to the independent directors or a nominations committee comprised of independent directors. For that reason, our Board has not created a nominating committee. In the future we may rely upon our status as a “controlled company” to not comply with other governance standards. For example, we may decide not to have a Board that consists of a majority of independent directors or a compensation committee that consists entirely of independent directors with a written charter addressing its purposes and responsibilities.
In addition, 776,964 shares (approximately 4.0% of our Voting Common Stock are owned under our ESOP. Each ESOP participant is entitled to vote the shares allocated to himself or herself in their discretion. If an ESOP participant does not vote his or her shares, those shares will be voted by the ESOP trustee, in the ESOP trustee’s discretion.
The trading price for our outstanding Voting Common Stock and Series N Non-Voting Common Stock may be volatile.
The trading prices of our Voting Common Stock and Non-Voting Common Stock and the allocation of value between the two has previously been, and may be volatile and their respective values may decline. In addition, the trading prices of our two series of common stock may fluctuate widely in response to various factors, some of which are beyond our control. These factors include, among others:
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Risks Related to Legal, Regulatory and Compliance
Our operations subject us to numerous environmental laws and regulations and the possibility that environmental liability in the future could adversely affect our operations.
Compliance with environmental requirements of federal, state, provincial and local governments in the United States and Canada affects our business. 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. Under environmental laws or common law principles, we can be held liable for hazardous substances that are found on real property we have owned or operated. We are aware of issues regarding hazardous substances on some of our real estate and we have put in place a remediation plan at each site where we believe such a plan is necessary. See Note 19, Contingencies, of the Notes to Consolidated Financial Statements. We regularly make capital and operating expenditures to stay in compliance with environmental laws. In particular, we have managed a testing and removal program since 1988 for our underground storage tanks. Despite these compliance efforts, the risk of environmental liability is part of the nature of our business.
Environmental laws and regulations are complex, change frequently and could become more stringent in the future. We cannot assure you that future compliance with these laws and regulations, future environmental liabilities, the cost of defending environmental claims, conducting any environmental remediation or generally resolving liabilities caused by us or related third parties will not have a material adverse effect on our business, financial condition or results of operations.
We operate in a highly regulated industry and changes in existing laws and regulations or violations of existing or future laws and regulations could have a material adverse effect on our operations and profitability.
Our truck, trailer, self-storage, and U-Box rental business is subject to regulation by various federal, state and provincial governmental entities in the United States and Canada. Specifically, the U.S. Department of Transportation and various state, federal and Canadian agencies exercise broad powers over our motor carrier operations, safety, and the generation, handling, storage, treatment and disposal of waste materials. In addition, our storage business is also subject to federal, state, provincial and local laws and regulations relating to environmental protection and human health and safety, among other matters. The failure to comply with these laws and regulations may adversely affect our ability to sell or rent such property or to use the property as collateral for future borrowings. Compliance with changing laws and regulations could substantially impair real property and equipment productivity and increase our costs.
In addition, federal, state, or provincial governments may institute regulations that limit carbon emissions by setting a maximum amount of carbon individual entities can emit without penalty. This would likely affect everyone who uses fossil fuels and would disproportionately affect users in the highway transportation industries. While there are too many variables at this time to assess the impact of the various proposed federal and state regulations that could affect carbon emissions, many experts believe these proposed rules could significantly affect the way companies operate in their businesses.
The Biden administration has also communicated its willingness to consider the imposition of carbon-based taxes. Our truck rental fleet burns gasoline, a carbon intensive fuel. Where in the supply chain and in what amount these taxes could arise is uncertain. We have no evidence to support a belief that “do-it-yourself” moving customers are willing to accept these additional costs. Should such a tax be enacted, we could see an increase in expenses, including compliance costs and a negative effect on our operating margin.
Our operations can be limited by land-use regulations. Zoning choices enacted by individual municipalities in the United States and Canada may limit our ability to serve certain markets with our products and services.
Our insurance companies are heavily regulated by state insurance departments and the National Association of Insurance Commissioners. These insurance regulations are primarily in place to protect the interests of our policyholders and not our investors. Any new laws or regulations applicable to our insurance companies or any changes in existing laws and regulations could increase our costs, inhibit new sales, or limit our ability to implement rate increases.
Changes to U.S. tax laws may adversely affect our financial condition or results of operations and create the risk that we may need to adjust our accounting for these changes.
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The Tax Cuts and Jobs Act (“Tax Reform Act”) and the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) made significant changes to U.S. tax laws and includes numerous provisions that affect businesses, including ours. For instance, as a result of lower corporate tax rates, the Tax Reform Act tends to reduce both the value of deferred tax assets and the amount of deferred tax liabilities. It also limits interest expense deductions and the amount of net operating losses that can be used each year and alters the expensing of capital expenditures. Other provisions have international tax consequences for businesses like ours that operate internationally. The CARES Act allows for the carryback of certain net operating losses. The Tax Reform Act is unclear in certain respects and will require interpretations and implementing regulations by the Internal Revenue Service (“IRS”), as well as state tax authorities, and the Tax Reform Act and CARES Act could be subject to amendments and technical corrections, any of which could lessen or increase the adverse (and positive) impacts of these acts. The Tax Reform Act put into place 100% first year bonus depreciation. This decreased to 80% starting in 2023, 60% in 2024 and will continue to gradually decrease in future years and will impact our tax liability. The accounting treatment of these tax law changes was complex, and some of the changes affected both current and future periods. Others primarily affected future periods. Additional changes to the U.S. tax code could negatively offset operating cashflows.
Changes to tax policy, corporate tax rates or interpretations of existing tax law could change our effective tax rate, reduce future expected tax deductions and increase current and future federal income tax payments. Congress and the Biden administration have proposed increases to the current U.S. corporate income tax rate of 21%. Any such changes could adversely impact our financial position and results of operations.
General Risk Factors
Terrorist attacks could negatively impact our operations and profitability and may expose us to liability and reputational damage.
Terrorist attacks may negatively affect our operations and profitability. Such attacks may damage our facilities and it is also possible that our rental equipment could be involved in a terrorist attack. Although we carry excess of loss insurance coverage, it may prove to be insufficient to cover us for acts of terror using our rental equipment. Moreover, we may suffer reputational damage that could arise from a terrorist attack which utilizes our rental equipment. The consequences of any terrorist attacks or hostilities are unpredictable and difficult to quantify. We seek to minimize these risks through our operational processes and procedures; however, we may not be able to foresee events that could have an adverse effect on our operations.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity incidents are inevitable in the current threat environment. We believe that it is a question of “when” not “if” a cybersecurity incident will occur. As a result, we commit resources to prevention, detection, and mitigation to limit the adverse effects of cybersecurity incidents, including the amount of information that can be extracted from our systems by threat actors, whether internal or external.
We take a cross-departmental approach to addressing cybersecurity risk, which includes input from senior management, our Cybersecurity Council (a taskforce comprised of representatives from primary corporate functions across our Moving and Storage, Property and Casualty Insurance, and Life Insurance subsidiaries), other team members, and oversight by the Board and its Audit & Cyber Committee. We commit resources to cybersecurity and risk management processes to analyze the changing cybersecurity landscape and respond to ongoing and emerging threats. We monitor and assess the threat landscape on an ongoing basis. Our Cybersecurity Council reviews cybersecurity risks. In addition, we have a set of Company-wide policies and procedures that directly or indirectly relate to cybersecurity. These policies go through an internal review process and are approved by members of management.
The Company’s Director, Data Privacy & Security leads the IT security team and is responsible for coordinating and implementing our information security program. The Director, Data Privacy and Security also reports on cybersecurity matters to senior management and informs on such matters to the Audit & Cyber Committee of the Board. IT security team members have cybersecurity experience or certifications. We view cybersecurity as a shared responsibility, and we perform simulations and tabletop exercises with members of the Cybersecurity Council and other team members involved in incident response. We involve external resources and advisors as needed. Team members have on-demand online access to cybersecurity training through our online U-Haul University.
We have expanded investments in IT security and improved access control and identity and authentication management, and engage consultants as needed. We test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party consultants. At the management level, our IT security team monitors alerts and meets to discuss threat levels, trends, mitigation, and remediation. The cybersecurity team collects data on cybersecurity threats and risk areas and conducts risk assessments. We conduct external penetration tests and maturity testing to assess our processes and procedures and the threat
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landscape. In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with the use of our third-party service providers. Our assessment of risks associated with our use of third-party service providers is part of our overall cybersecurity risk management framework.
The Audit & Cyber Committee and the full Board participate in discussions with management and amongst themselves regarding cybersecurity risks. The Audit & Cyber Committee reviews the Company’s cybersecurity program, which includes discussion of management’s actions to identify and detect threats, recent enhancements to the Company’s defenses, and management’s progress on its cybersecurity initiatives. In addition, the Board and the Audit & Cyber Committee discuss recent threats and how the Company is managing those threats.
Despite our work to identify and address cybersecurity risks, we experience threats to our data and systems. We have experienced cybersecurity incidents in the past, including breaches of our data and systems. To date, none of those cybersecurity incidents has resulted in a material impact on our business strategy, results of operations or financial condition. However, the impacts of cybersecurity incidents in the future could be material. For more information about the cybersecurity risks we face, see the risk factor entitled "Cybersecurity incidents are inevitable, and disruptions in our information technology systems or a compromise of security with respect to those systems could adversely affect us" in Item 1A- Risk Factors in this Annual Report.
Item 2. Properties
The Company, through its legal subsidiaries, owns property, plant and equipment that are utilized in the manufacturing, repair and rental of U-Haul® equipment and storage space, as well as providing office space for us. Such facilities exist throughout the United States and Canada. We also manage storage facilities owned by others. We operate over 2,300 U-Haul® retail centers of which 507 U-Haul branded locations are managed for subsidiaries of WGHLP and Mercury Partners, L.P., and 11 manufacturing and assembly facilities. We also operate over 153 fixed-site repair facilities located throughout the United States and Canada. These facilities are used primarily for the benefit of Moving and Storage.
Item 3. Legal Proceedings
Please see Note 18, Contingencies, of the Notes to Consolidated Financial Statements.
Item 4. Mine Safety Disclosures
Not applicable.
Part ii
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
U-Haul Holding Company’s two classes of common stock are listed on the New York Stock Exchange under the trading symbols “UHAL” for our Voting Common Stock and “UHAL.B” for our Non-Voting Common Stock. As of March 31, 2024, there were approximately 3,500 holders of record of our Voting Common Stock and approximately 4,100 holders of record of our Non-Voting Common Stock. We derived the number of our stockholders using internal stock ledgers and utilizing Mellon Investor Services Stockholder listings.
Dividends
We do not have a formal dividend policy for our Voting Common Stock (UHAL). We do have a dividend policy for our Non-Voting Common Stock (UHAL.B), which provides that unless the Board otherwise determines in its sole discretion, it is the Company’s policy to declare and pay a quarterly cash dividend. The dividend rate was increased from $0.04 per share
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to $0.05 per share in December 2023. The Board periodically considers the advisability of declaring and paying dividends to holders of each of our two classes of common stock in light of existing circumstances.
The following table lists the dividends that were declared and issued for fiscal 2024 and 2023.
Voting Common Stock Dividends |
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August 18, 2022 |
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0.50 |
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September 6, 2022 |
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September 20, 2022 |
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April 18, 2022 |
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April 29, 2022 |
See Note 28, Statutory Financial Information of Insurance Subsidiaries, of the Notes to Consolidated Financial Statements for a discussion of certain statutory restrictions on the ability of the insurance subsidiaries to pay dividends to U-Haul Holding Company.
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Performance Graph
The following graph compares the cumulative total stockholder return on the Company’s Voting Common Stock (UHAL) and Non-Voting Common Stock (UHAL.B) for the period March 31, 2019 through March 31, 2024 with the cumulative total return on the Dow Jones US Total Market and the Dow Jones US Transportation Average. The comparison assumes that $100 was invested on March 31, 2019 in the Company’s common stock and in each of the comparison indices. The graph reflects the value of the investment based on the closing price of the common stock trading on the New York Stock Exchange and NASDAQ Global Select Market on March 31, 2020, 2021, 2022, 2023 and 2024.
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|
|
|
|
||||||
U-Haul Holding Company - UHAL |
$ |
|
100 |
|
$ |
|
78 |
|
$ |
|
166 |
|
$ |
|
162 |
|
$ |
|
163 |
|
$ |
|
184 |
|
U-Haul Holding Company - UHAL.B |
|
|
100 |
|
|
|
78 |
|
|
|
166 |
|
|
|
162 |
|
|
|
141 |
|
|
|
182 |
|
Dow Jones US Total Market |
|
|
100 |
|
|
|
85 |
|
|
|
127 |
|
|
|
134 |
|
|
|
128 |
|
|
|
154 |
|
Dow Jones US Transportation Average |
|
|
100 |
|
|
|
74 |
|
|
|
141 |
|
|
|
156 |
|
|
|
139 |
|
|
|
156 |
|
Item 6. [Reserved]
Reserved.
17
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We begin this MD&A with the overall strategy of U-Haul Holding Company, followed by a description of, and strategy related to, our operating segments to give the reader an overview of the goals of our businesses and the direction in which our businesses and products are moving. We then discuss our critical accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. Next, we discuss our results of operations for fiscal 2024 compared with fiscal 2023, which are followed by an analysis of liquidity changes in our balance sheets and cash flows, and a discussion of our financial commitments in the sections entitled Liquidity and Capital Resources and Disclosures about Contractual Obligations and Commercial Commitments. The discussion of our financial condition and results of operations for the year ended March 31, 2022 included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended March 31, 2023 is incorporated by reference into this MD&A. We conclude this MD&A by discussing our outlook for fiscal 2025.
This MD&A should be read in conjunction with the other sections of this Annual Report, including Item 1: Business and Item 8: Consolidated Financial Statements and Supplementary Data. The various sections of this MD&A contain a number of forward-looking statements, as discussed under the caption, Cautionary Statements Regarding Forward-Looking Statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report and particularly under the section Item 1A: Risk Factors. Our actual results may differ materially from these forward-looking statements.
U-Haul Holding Company has a fiscal year that ends on the 31st of March for each year that is referenced. Our insurance company subsidiaries have fiscal years that end on the 31st of December for each year that is referenced. They have been consolidated on that basis. Our insurance companies’ financial reporting processes conform to calendar year reporting as required by state insurance departments. We believe that consolidating their calendar year into our fiscal year consolidated financial statements does not materially affect the presentation of financial position or results of operations. We disclose all material events, if any, occurring during the intervening period. Consequently, all references to our insurance subsidiaries’ years 2023, 2022 and 2021 correspond to fiscal 2024, 2023 and 2022 for U-Haul Holding Company.
Overall Strategy
Our overall strategy is to maintain our leadership position in the North American “do-it-yourself” moving and storage industry. We accomplish this by providing a seamless and integrated supply chain to the “do-it-yourself” moving and storage market. As part of executing this strategy, we leverage the brand recognition of U-Haul with our full line of moving and self-storage related products and services and the convenience of our broad geographic presence.
Our primary focus is to provide our customers with a wide selection of moving rental equipment, convenient self-storage rental facilities and portable moving and storage units and related moving and self-storage products and services. We are able to expand our distribution and improve customer service by increasing the amount of moving equipment and storage units and portable moving and storage units available for rent, expanding the number of independent dealers in our network and expanding and taking advantage of our Storage Affiliate and Moving Help® capabilities.
Property and Casualty Insurance is focused on providing and administering property and casualty insurance to U-Haul and its customers, its independent dealers and affiliates.
Life Insurance is focused on long-term capital growth through direct writing and reinsuring of life, Medicare supplement and annuity products in the senior marketplace.
Description of Operating and Reportable Segments
U-Haul Holding Company’s three operating and reportable segments are:
See Note 1, Basis of Presentation, Note 21,Reportable Segment Information, and Note 22, Financial Information by Geographic Area, of the Notes to Consolidated Financial Statements included in Item 8: Consolidated Financial Statements and Supplementary Data, of this Annual Report.
18
Moving and Storage Operating Segment
Moving and Storage consists of the rental of trucks, trailers, portable moving and storage units, specialty rental items and self-storage spaces primarily to the household mover as well as sales of moving supplies, towing accessories and propane. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
With respect to our truck, trailer, specialty rental items and self-storage rental business, we are focused on expanding our dealer network, which provides added convenience for our customers and expanding the selection and availability of rental equipment to satisfy the needs of our customers.
U-Haul® branded self-moving related products and services, such as boxes, pads and tape allow our customers to, among other things, protect their belongings from potential damage during the moving process. We are committed to providing a complete line of products selected with the “do-it-yourself” moving and storage customer in mind.
uhaul.com® and U-Haul's mobile app are an online marketplace that connects consumers to our operations as well as independent Moving Help® service providers and thousands of independent Self-Storage Affiliates. Our network of customer-rated affiliates and service providers furnish pack and load help, cleaning help, self-storage and similar services throughout the United States and Canada. Our goal is to further utilize our web-based technology platform to increase service to consumers and businesses in the moving and storage market.
Truck Share 24/7, Skip-the-Counter Self-Storage rentals and Self-checkout for moving supplies provide our customers methods for conducting business with us directly via their mobile devices and also limiting physical exposure.
Since 1945, U-Haul has incorporated sustainable practices into its everyday operations. We believe that our basic business premise of equipment sharing helps reduce greenhouse gas emissions and reduces the inventory of total large capacity vehicles. We continue to look for ways to reduce waste within our business and are dedicated to manufacturing reusable components and recyclable products. We believe that our commitment to sustainability, through our products and services and everyday operations has helped us to reduce our impact on the environment.
Property and Casualty Insurance Operating Segment
Property and Casualty Insurance provides loss adjusting and claims handling for U-Haul through regional offices in the United States and Canada. Property and Casualty Insurance also underwrites components of the Safemove®, Safetow®, Safemove Plus®, Safestor® and Safestor Mobile® protection packages to U-Haul® customers. We continue to focus on increasing the penetration of these products into the moving and storage market. The business plan for Property and Casualty Insurance includes offering property and casualty products in other U-Haul® related programs.
Life Insurance Operating Segment
Life Insurance 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.
Cybersecurity Incident
On September 9, 2022, we announced that the Company was made aware of a data security incident involving U-Haul's information technology network. U-Haul detected a compromise of two unique passwords used to access U-Haul customers' information. U-Haul took immediate steps to contain the incident and promptly enhanced its security measures to prevent any further unauthorized access. U-Haul retained cybersecurity experts and incident response counsel to investigate the incident and implement additional security safeguards. The investigation determined that between November 5, 2021 and April 8, 2022, the threat actor accessed customer contracts containing customers’ names, dates of birth, and driver’s license or state identification numbers. None of U-Haul’s financial, payment processing or email systems were involved. U-Haul has notified impacted customers and relevant governmental authorities.
Several class action lawsuits related to the incident have been filed against U-Haul. The lawsuits have been consolidated into one action in the U.S. District Court for the District of Arizona (the "Court"). On October 27, 2023, the Court dismissed with prejudice all claims except those brought under the California Consumer Privacy Act. The remaining claims will be vigorously defended by the Company; however, the outcome of such lawsuits cannot be predicted or guaranteed with any certainty. The parties are currently working on a settlement agreement, which will then go through the approval process by the Court.
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with the generally accepted accounting principles (“GAAP”) in the United States. The methods, estimates and judgments we use in applying our accounting policies can have a significant impact on the results we report in our consolidated financial statements. Note 3, Accounting Policies, of the Notes to Consolidated Financial Statements in Item 8: Consolidated Financial Statements and Supplementary Data, of this Annual Report summarizes the significant accounting policies and methods used in the preparation of our
19
consolidated financial statements and related disclosures. Certain accounting policies require us to make difficult and subjective judgments and assumptions, often as a result of the need to estimate matters that are inherently uncertain.
Following is a detailed description of the accounting estimates that we deem most critical to us and that require management’s most difficult and subjective judgments. These estimates are based on historical experience, observance of trends in particular areas, information and valuations available from outside sources and on various other assumptions that are believed to be reasonable under the circumstances and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions and conditions, and such differences may be material.
We also have other significant accounting policies used to record the results of the majority of our recurring operations in our financial statements, such as revenue recognition; however, these policies do not meet the definition of critical accounting estimates, because they do not generally require us to make estimates or judgments that are difficult or subjective. The accounting policies and estimates that we deem most critical to us, and involve the most difficult, subjective or complex judgments include the following:
Recoverability of Property, Plant and Equipment
Our property, plant and equipment is stated at cost. We regularly perform reviews to determine whether facts and circumstances exist, which indicate that the carrying amount of assets, including estimates of residual value, may not be recoverable. Reviews are performed based on vehicle class, generally subcategories of trucks and trailers. We assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining lives against their respective carrying amounts. We consider factors such as current and expected future market price trends on used vehicles and the expected life of vehicles included in the fleet. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. If asset residual values are determined to be recoverable, but the useful lives are shorter or longer than originally estimated, then the net book value of the assets is depreciated over the newly determined remaining useful lives.
Insurance Reserves
Life Insurance
The liability for future policy benefits for traditional and limited-payment long duration life and health products is determined each reporting period based on the net level premium method. This method requires the liability for future policy benefits be calculated as the present value of estimated future policyholder benefits and the related termination expenses, less the present value of estimated future net premiums to be collected from policyholders. Both the present value of expected future benefit payments and the present value of expected future net premiums are based primarily on assumptions of discount rates, mortality, morbidity, lapse, and persistency. The Company reviews, and updates as necessary, its cash flow assumptions (mortality, morbidity, lapses and persistency) used to calculate the change in the liability for future policy benefits at least annually.
Property & Casualty
Property and Casualty Insurance’s liability for reported and unreported losses is based on historical data along with industry averages. The liability for unpaid loss adjustment expenses is based on historical ratios of loss adjustment expenses paid to losses paid. Amounts recoverable from reinsurers on unpaid losses are estimated in a manner consistent with the claim liability associated with the reinsured policy.
Due to the nature of the underlying risks and high degree of uncertainty associated with the determination of the liability for future policy benefits and claims, the amounts to be ultimately paid to settle these liabilities cannot be precisely determined and may vary significantly from the estimated liability, especially for long-tailed casualty lines of business such as excess workers’ compensation. As a result of the long-tailed nature of the excess workers’ compensation policies written by Repwest during 1983 through 2001, it may take a number of years for claims to be fully reported and finally settled.
On a regular basis, insurance reserve adequacy is reviewed by management to determine if existing assumptions need to be updated. In determining the assumptions for calculating workers’ compensation reserves, management considers multiple factors, including the following:
• Claimant longevity;
• Cost trends associated with claimant treatments;
• Changes in ceding entity and third-party administrator reporting practices;
• Changes in environmental factors, including legal and regulatory;
20
• Current conditions affecting claim settlements; and
• Future economic conditions, including inflation.
We have reserved each claim based upon the accumulation of current claim costs projected through each claimant’s life expectancy and then adjusted for applicable reinsurance arrangements. Management reviews each claim bi-annually, or more frequently if there are changes in facts or circumstances, to determine if the estimated life time claim costs have increased and then adjusts the reserve estimate accordingly at that time. We have factored in an estimate of what the potential cost increases could be in our liability related to claims incurred but not reported ("IBNR"). We have not assumed settlement of the existing claims in calculating the reserve amount unless it is in the final stages of completion.
Continued increases in claim costs, including medical inflation and new treatments and medications could lead to future adverse development resulting in additional reserve strengthening. Conversely, settlement of existing claims or if injured workers return to work or expire prematurely, could lead to future positive development.
Self-Insurance Liability
U-Haul retains the risk for certain public liability and third-party property damage claims related to our rental equipment. These liabilities represent an estimate for both reported claims not yet paid, and claims incurred but not yet reported and are recorded on an undiscounted basis in policy benefits and losses, claims and loss expenses payable. Requirements are based on actuarial evaluation of historical accident claims expense and trends, as well as future projection of ultimate losses, expenses and administrative costs. The adequacy of the liability is monitored based on evolving claim history. This liability is subject to change in the future based upon changes in the underlying assumptions, including claims experience, frequency of incidents, and severity of incidents.
U-Haul has operated a self-insurance program for general liability coverage related to risks arising from U-Haul's moving operations since 2002. The Company maintains excess of loss coverage with third-party insurers for losses in excess of specific limits.
We estimate this liability based on actual claims outstanding as of the balance sheet date as well as an actuarial estimate of IBNR claims.
Impairment of Investments
Under the current expected credit loss model, a valuation allowance is recognized in earnings for credit losses. If we intend to sell a debt security, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, the debt security is written down to its fair value and the write down is charged against the allowance for credit losses, with any incremental impairment reported in earnings. Reversals of the allowance for credit losses are permitted and should not exceed the allowance amount initially recognized. Management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse market conditions specifically related to the security, among other factors.
There was a $1.0 million and $2.0 million net impairment charge recorded in fixed maturity securities for fiscal 2024 and 2023, respectively.
Income Taxes
We file a consolidated tax return with all of our legal subsidiaries.
Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect the Company's best estimate of current and future taxes to be paid. We are subject to income taxes in the United States and other foreign jurisdictions. Significant judgments and estimates are required in the determination of the consolidated income tax expense.
Please see Note 15, Provision for Taxes, of the Notes to Consolidated Financial Statements included in Item 8: Consolidated Financial Statements and Supplementary Data, of this Annual Report for more information.
Recent Accounting Pronouncements
Please see Note 3, Accounting Policies, of the Notes to Consolidated Financial Statements included in Item 8: Consolidated Financial Statements and Supplementary Data, of this Annual Report for more information.
21
Results of Operations
U-Haul Holding Company and Consolidated Subsidiaries
Fiscal 2024 Compared with Fiscal 2023
Listed below, on a consolidated basis, are revenues for our major product lines for fiscal 2024 and fiscal 2023:
|
|
Year Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Self-moving equipment rental revenues |
$ |
|
3,624,695 |
|
$ |
|
3,877,917 |
|
Self-storage revenues |
|
|
831,069 |
|
|
|
744,492 |
|
Self-moving and self-storage products and service sales |
|
|
335,805 |
|
|
|
357,286 |
|
Property management fees |
|
|
37,004 |
|
|
|
37,073 |
|
Life insurance premiums |
|
|
89,745 |
|
|
|
99,149 |
|
Property and casualty insurance premiums |
|
|
94,802 |
|
|
|
93,209 |
|
Net investment and interest income |
|
|
146,468 |
|
|
|
176,679 |
|
Other revenue |
|
|
466,086 |
|
|
|
478,886 |
|
Consolidated revenue |
$ |
|
5,625,674 |
|
$ |
|
5,864,691 |
|
Self-moving equipment rental revenues decreased $253.2 million during fiscal 2024, compared with fiscal 2023. Transactions, revenue and average miles driven per transaction decreased with the rate of decline lessening throughout the year. These declines were more pronounced in our one-way markets. Compared to the end of last year, we decreased the number of trucks in the fleet while increasing the number of trailers and retail locations.
Self-storage revenues increased $86.6 million during fiscal 2024, compared with fiscal 2023. The average monthly number of occupied units increased by 7%, or 36,100 units during fiscal 2024 compared with the same period last year. The growth in revenues and square feet rented comes from a combination of occupancy gains, the addition of new capacity to the portfolio and a 2.9% improvement in average revenue per occupied square foot. The occupancy gains and revenue per square foot improvements slowed over the course of the fiscal year. During fiscal 2024, we added approximately 5.5 million net rentable square feet.
Sales of self-moving and self-storage products and services decreased $21.5 million during fiscal 2024, compared with fiscal 2023, primarily due to decreased sales of hitches, moving supplies and propane. The decrease in self-moving transactions has negatively impacted the sales of moving supplies.
Life insurance premiums decreased $9.4 million during fiscal 2024, compared with fiscal 2023 primarily due to decreased sales of single premium life products and policy decrements in Medicare supplement.
Property and casualty insurance premiums increased $1.6 million during fiscal 2024, compared with fiscal 2023. A significant portion of Repwest’s premiums are from policies sold in conjunction with U-Haul moving and storage transactions and generally correspond to the related activity at U-Haul during the same period.
Net investment and interest income decreased $30.2 million during fiscal 2024, compared with fiscal 2023. Changes in the market value of unaffiliated common stocks held at our Property and Casualty Insurance subsidiary accounted for $17.9 million of the increase. Our Life Insurance subsidiaries investment income increased $22.3 million primarily from gains on derivatives used as hedges to fixed indexed annuities. The Moving and Storage segment decreased as the interest income has been classified as Other interest income in fiscal 2024.
Other revenue decreased $12.8 million during fiscal 2024, compared with fiscal 2023, caused primarily by decreases in our U-Box® program.
22
Listed below are revenues and earnings from operations at each of our operating segments for fiscal 2024 and 2023. The insurance companies’ years ended December 31, 2023 and 2022.
|
|
Year Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Moving and storage |
|
|
|
|
|
|
||
Revenues |
$ |
|
5,294,928 |
|
$ |
|
5,567,714 |
|
Earnings from operations before equity in earnings of subsidiaries |
|
|
896,140 |
|
|
|
1,396,122 |
|
Property and casualty insurance |
|
|
|
|
|
|
||
Revenues |
|
|
123,085 |
|
|
|
103,512 |
|
Earnings from operations |
|
|
62,509 |
|
|
|
36,570 |
|
Life insurance |
|
|
|
|
|
|
||
Revenues |
|
|
219,202 |
|
|
|
206,100 |
|
Earnings from operations |
|
|
20,152 |
|
|
|
14,409 |
|
Eliminations |
|
|
|
|
|
|
||
Revenues |
|
|
(11,541 |
) |
|
|
(12,635 |
) |
Earnings from operations before equity in earnings of subsidiaries |
|
|
(1,012 |
) |
|
|
(1,521 |
) |
Consolidated Results |
|
|
|
|
|
|
||
Revenues |
|
|
5,625,674 |
|
|
|
5,864,691 |
|
Earnings from operations |
|
|
977,789 |
|
|
|
1,445,580 |
|
Total costs and expenses increased $228.8 million during fiscal 2024, compared with fiscal 2023. Operating expenses for Moving and Storage increased $99.7 million. Repair expenses associated with the rental fleet experienced a $33.0 million increase during fiscal year 2024 due to higher cost of preventative maintenance along with the costs associated with selling more retired trucks. Personnel related costs increased $50.3 million along with increases in liability costs, property taxes and building maintenance.
Depreciation expense associated with our rental fleet increased $44.0 million for fiscal 2024 compared with fiscal 2023 due to an increase in the pace of new additions to the fleet combined with their higher cost. Net gains from the disposal of rental equipment decreased $91.8 million as resale values have decreased and the average cost of units being sold has increased. Depreciation expense on all other assets, largely from buildings and improvements, increased $40.0 million. Net losses on the disposal or retirement of land and buildings increased $2.3 million. Additional details are available in the following Moving and Storage section.
As a result of the above-mentioned changes in revenues and expenses, earnings from operations decreased $467.8 million to $977.8 million for fiscal 2024, compared with $1,445.6 million for fiscal 2023.
Interest expense for fiscal 2024 was $256.2 million, compared with $224.0 million for fiscal 2023 due to an increase in our average cost of debt.
Income tax expense was $211.5 million for fiscal 2024, compared with $294.9 million for fiscal 2023. See Note 14, Provision for Taxes, of the Notes to Consolidated Financial Statements included in Item 8: Consolidated Financial Statements and Supplementary Data, of this Annual Report for more information on income taxes.
As a result of the above-mentioned items, earnings available to common stockholders were $628.7 million for fiscal 2024, compared with $924.5 million for fiscal 2023.
23
Moving and Storage
Fiscal 2024 Compared with Fiscal 2023
Listed below are revenues for the major product lines at Moving and Storage for fiscal 2024 and fiscal 2023:
|
|
Year Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Self-moving equipment rental revenues |
$ |
|
3,629,215 |
|
$ |
|
3,882,620 |
|
Self-storage revenues |
|
|
831,069 |
|
|
|
744,492 |
|
Self-moving and self-storage products and service sales |
|
|
335,805 |
|
|
|
357,286 |
|
Property management fees |
|
|
37,004 |
|
|
|
37,073 |
|
Net investment and interest income |
|
|
— |
|
|
|
70,992 |
|
Other revenue |
|
|
461,835 |
|
|
|
475,251 |
|
Moving and Storage revenue |
$ |
|
5,294,928 |
|
$ |
|
5,567,714 |
|
Self-moving equipment rental revenues decreased $253.4 million during fiscal 2024, compared with fiscal 2023. Transactions, revenue and average miles driven per transaction decreased with the rate of decline lessening throughout the year. These declines were more pronounced in our one-way markets. Compared to the end of last year, we decreased the number of trucks in the fleet while increasing the number of trailers and retail locations.
Self-storage revenues increased $86.6 million during fiscal 2024, compared with fiscal 2023. The average monthly number of occupied units increased by 7%, or 36,100 units during fiscal 2024 compared with the same period last year. The growth in revenues and square feet rented comes from a combination of occupancy gains, the addition of new capacity to the portfolio and a 2.9% improvement in average revenue per occupied square foot. The occupancy gains and revenue per square foot improvements slowed over the course of the fiscal year. During fiscal 2024, we added approximately 5.5 million net rentable square feet.
The Company owns and manages self-storage facilities. Self-storage revenues reported in the consolidated financial statements represent Company-owned locations only. Self-storage data for our owned storage locations follows:
|
|
Year Ended March 31, |
|
|
|||||
|
|
2024 |
|
|
2023 |
|
|
||
|
(In thousands, except occupancy rate) |
|
|
||||||
Unit count as of March 31 |
|
|
728 |
|
|
|
673 |
|
|
Square footage as of March 31 |
|
|
61,857 |
|
|
|
56,382 |
|
|
Average monthly number of units occupied |
|
|
571 |
|
|
|
535 |
|
|
Average monthly occupancy rate based on unit count |
|
|
82.1 |
|
% |
|
83.4 |
|
% |
End of period occupancy rate based on unit count |
|
|
79.3 |
|
% |
|
81.2 |
|
% |
Average monthly square footage occupied |
|
|
49,515 |
|
|
|
46,257 |
|
|
During fiscal 2024, we added approximately 5.5 million net rentable square feet of new storage. This was a mix of approximately 1.2 million square feet of existing self-storage acquired along with 4.3 million square feet of new development.
Sales of self-moving and self-storage products and services decreased $21.5 million during fiscal 2024, compared with fiscal 2023, primarily due to decreased sales of hitches, moving supplies and propane. The decrease in self-moving transactions has negatively impacted the sales of moving supplies
Net investment and interest income decreased $70.9 million during fiscal 2024, compared with fiscal 2023 decreased as the interest income has been classified as Other interest income in fiscal 2024.
Other revenue decreased $13.4 million during fiscal 2024, compared with fiscal 2023, caused primarily by decreases in our U-Box® program.
Total costs and expenses increased $227.2 million during fiscal 2024, compared with fiscal 2023. Operating expenses increased $99.7 million. Repair expenses associated with the rental fleet experienced a $33.0 million increase during fiscal year 2024 due to higher cost of preventative maintenance along with the costs associated with selling more retired trucks. Personnel related costs increased $50.3 million along with increases in liability costs, property taxes and building maintenance.
24
Depreciation expense associated with our rental fleet increased $44.0 million for fiscal 2024 compared with fiscal 2023, due to an increase in the pace of new additions to the fleet combined with their higher cost. Net gains from the disposal of rental equipment decreased $91.8 million as resale values have decreased and the average cost of units being sold has increased. Depreciation expense on all other assets, largely from buildings and improvements, increased $40.0 million. Net losses on the disposal or retirement of land and buildings increased $2.3 million. Additional details are available in the following Moving and Storage section.
|
|
Year Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|||||
|
|
(In thousands) |
|
|||||
Depreciation expense - rental equipment |
|
$ |
564,546 |
|
|
$ |
520,502 |
|
Depreciation expense - non rental equipment |
|
|
94,902 |
|
|
|
86,178 |
|
Depreciation expense - real estate |
|
|
158,441 |
|
|
|
127,199 |
|
Total depreciation expense |
|
$ |
817,889 |
|
|
$ |
733,879 |
|
|
|
|
|
|
|
|
||
Gains on disposals of rental equipment |
|
$ |
(154,989 |
) |
|
$ |
(246,761 |
) |
(Gains) losses on disposals of non-rental equipment |
|
|
1,031 |
|
|
|
(323 |
) |
Total gains on disposals equipment |
|
$ |
(153,958 |
) |
|
$ |
(247,084 |
) |
|
|
|
|
|
|
|
||
Depreciation, net of gains on disposals |
|
$ |
663,931 |
|
|
$ |
486,795 |
|
|
|
|
|
|
|
|
||
Losses on disposals of real estate |
|
$ |
7,914 |
|
|
$ |
5,596 |
|
Property and Casualty Insurance
2023 Compared with 2022
Net premiums were $97.9 million and $96.2 million for the years ended December 31, 2023 and 2022, respectively. A significant portion of Repwest’s premiums are from policies sold in conjunction with U-Haul moving and storage transactions and generally correspond to the related activity at U-Haul during the same period.
Net investment and interest income were $25.2 million and $7.3 million for the years ended December 31, 2023 and 2022, respectively. The main driver of the change in net investment income was the increase in valuation of unaffiliated common stock.
Operating expenses were $48.3 million and $45.0 million for the years ended December 31, 2023 and 2022, respectively. The change was primarily due to an increase in commissions, wages and other administrative expenses.
Benefits and losses expenses were $11.9 million and $21.5 million for the years ended December 31, 2023 and 2022, respectively. Benefits and losses incurred decreased due to a reduction in reserves caused by favorable development in Repwest’s run-off book of business.
As a result of the above-mentioned changes in revenues and expenses, pretax earnings from operations were $62.5 million and $36.6 million for the twelve months ended December 31, 2023 and 2022, respectively.
Life Insurance
2023 Compared with 2022
Net premiums were $89.7 million and $99.1 million for the years ended December 31, 2023 and 2022, respectively. Medicare Supplement premiums decreased due to the advanced age of the block. Life premiums decreased primarily from the decrease in sales of single premium life and final expense. Deferred annuity deposits were $352.6 million or $26.1 million above prior year and are accounted for on the balance sheet as deposits rather than premiums.
Net investment income was $124.7 million and $102.4 million for the years ended December 31, 2023 and 2022, respectively. Realized gains on derivatives used as hedges to fixed indexed annuities was $15.3 million this year compared to a $12.6 million realized loss for the prior year. The change in the provision for expected credit losses resulted in a $2.8 million additional increase to the investment income this year compared to a $2.9 million decrease last year. Net interest income and realized gain on the invested assets increased $3.0 million.
Operating expenses were $19.6 million and $21.1 million for the years ended December 31, 2023 and 2022, respectively.
25
Benefits and losses incurred were $155.2 million and $142.5 million for the years ended December 31, 2023 and 2022, respectively. Interest credited to policyholders increased $18.7 million due to an increase in the interest credited rates on equity - indexed annuities due to rising equity markets. Life benefits decreased $3.3 million due to fewer death claims and lower sales. Medicare supplement benefits decreased by $4.0 million from fewer policies in force.
Amortization of deferred acquisition costs, sales inducement asset and the value of business acquired was $24.2 million and $27.9 million for the years ended December 31, 2023 and 2022, respectively.
As a result of the above-mentioned changes in revenues and expenses, pretax earnings from operations were $19.7 million and $13.9 million for the years ended December 31, 2023 and 2022, respectively.
Liquidity and Capital Resources
We believe our current capital structure is a positive factor that will enable us to pursue our operational plans and goals and provide us with sufficient liquidity. There are many factors which could affect our liquidity, including some which are beyond our control, and there is no assurance that future cash flows and liquidity resources will be sufficient to meet our outstanding debt obligations and our other future capital needs.
As of March 31, 2024, cash and cash equivalents totaled $1,534.5 million, compared with $2,060.5 million as of March 31, 2023. The assets of our insurance subsidiaries are generally unavailable to fulfill the obligations of non-insurance operations (U-Haul Holding Company, U-Haul and Real Estate). As of March 31, 2024 (or as otherwise indicated), cash and cash equivalents, other financial assets (receivables, other investments, fixed maturities, equity securities and related party assets) and debt obligations of each operating segment were:
|
|
Moving & Storage |
|
|
Property and Casualty Insurance (a) |
|
|
Life Insurance (a) |
|
|||
|
|
(In thousands) |
|
|||||||||
Cash and cash equivalents |
$ |
|
1,380,165 |
|
$ |
|
52,508 |
|
$ |
|
101,871 |
|
Other financial assets |
|
|
287,233 |
|
|
|
430,955 |
|
|
|
2,733,622 |
|
Debt obligations (b) |
|
|
6,304,038 |
|
|
|
— |
|
|
|
— |
|
(a) As of December 31, 2023
(b) Excludes ($32,676) of debt issuance costs
As of March 31, 2024, Moving and Storage had available borrowing capacity under existing credit facilities of $506.1 million. The majority of invested cash at the Moving and Storage segment is held in government money market funds. Our current forecasted debt payments for fiscal 2025 on all borrowings are $535.0 million. For detailed information regarding our debt obligations, please see Note 10, Notes, Loans and Finance Leases Payable, net, of the Notes to Consolidated Financial Statements.
A summary of our consolidated cash flows for fiscal 2024 and 2023 is shown in the table below:
|
|
Year Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Net cash provided by operating activities |
$ |
|
1,452,756 |
|
$ |
|
1,729,610 |
|
Net cash used by investing activities |
|
|
(2,046,373 |
) |
|
|
(2,421,385 |
) |
Net cash provided by financing activities |
|
|
66,533 |
|
|
|
59,795 |
|
Effects of exchange rate on cash |
|
|
1,104 |
|
|
|
(11,633 |
) |
Net increase (decrease) in cash flow |
|
|
(525,980 |
) |
|
|
(643,613 |
) |
Cash at the beginning of the period |
|
|
2,060,524 |
|
|
|
2,704,137 |
|
Cash at the end of the period |
$ |
|
1,534,544 |
|
$ |
|
2,060,524 |
|
Net cash provided by operating activities decreased $276.9 million in fiscal 2024, compared with fiscal 2023 due to a decrease in Moving and Storage operating profits combined with an increase in claim payments and the timing of working capital payments and receivables.
26
Net cash used in investing activities decreased $375.0 million in fiscal 2024, compared with fiscal 2023. Purchases of property, plant and equipment increased $269.0 million. Fleet related spending increased $320.4 million while investment spending on real estate and development decreased $83.4 million. Cash from the sales of property, plant and equipment increased $37.8 million largely due to fleet sales. For our insurance subsidiaries, net cash provided by investing activities increased $230.7 million. Net cash provided by investing activities for Moving and Storage increased $377.0 million on short-term Treasury notes.
Net cash provided by financing activities increased $6.7 million in fiscal 2024, as compared with fiscal 2023. This was due to a combination of increased debt payments of $117.8 million, decreased finance lease payments of $18.6 million, an increase in cash from borrowings of $168.5 million, a decrease in dividend payments of $2.0 million and an increase in net annuity withdrawals from Life Insurance of $65.8 million.
Liquidity and Capital Resources and Requirements of Our Operating Segments
Moving and Storage
To meet the needs of our customers, U-Haul maintains a large fleet of rental equipment. Capital expenditures have primarily consisted of new rental equipment acquisitions and the buyouts of existing fleet from leases. The capital to fund these expenditures has historically been obtained internally from operations and the sale of used equipment and externally from debt and lease financing. In the future, we anticipate that our internally generated funds will be used to service the existing debt and fund operations. U-Haul estimates that during fiscal 2025 the Company will reinvest in its rental equipment fleet approximately $1,050 million, net of equipment sales and excluding any lease buyouts. For fiscal 2024, the Company invested, net of sales, approximately $891 million before any lease buyouts in its rental equipment fleet. Fleet investments in fiscal 2025 and beyond will be dependent upon several factors, including the availability of capital, the truck rental environment, the availability of equipment from manufacturers and the used-truck sales market. We anticipate that the fiscal 2025 investments will be funded largely through debt financing, external lease financing and cash from operations. We consider several factors, including cost and tax consequences when selecting a method to fund capital expenditures. Our allocation between debt and lease financing can change from year to year based upon financial market conditions, which may alter the cost or availability of financing options.
The Company has traditionally funded the acquisition of self-storage properties to support U-Haul's growth through debt financing and funds from operations. The Company’s plan for the expansion of owned storage properties includes the acquisition of existing self-storage locations from third parties, the acquisition and development of bare land, and the acquisition and redevelopment of existing buildings not currently used for self-storage. The Company expects to fund these development projects through a combination of internally generated funds, corporate debt and with borrowings against existing properties as they operationally mature. For fiscal 2024, the Company invested $1,258.0 million in real estate acquisitions, new construction and renovation and repair compared to $1,341.4 million in fiscal 2023. For fiscal 2025, the timing of new projects will be dependent upon several factors, including the entitlement process, availability of capital, weather, the identification and successful acquisition of target properties and the availability of labor and materials. We are likely to maintain a high level of real estate capital expenditures in fiscal 2025. U-Haul's growth plan in self-storage also includes the expansion of the U-Haul Storage Affiliate program, which does not require significant capital.
Net capital expenditures (purchases of property, plant and equipment less proceeds from the sale of property, plant and equipment and lease proceeds) at Moving and Storage were $2,253.7 million and $2,025.6 million for fiscal 2024 and 2023, respectively. The components of our net capital expenditures are provided in the following table:
|
|
Year Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Purchases of rental equipment |
$ |
|
1,619,366 |
|
$ |
|
1,298,955 |
|
Purchases of real estate, construction and renovations |
|
|
1,257,974 |
|
|
|
1,341,417 |
|
Other capital expenditures |
|
|
115,558 |
|
|
|
86,595 |
|
Gross capital expenditures |
|
|
2,992,898 |
|
|
|
2,726,967 |
|
Less: Sales of property, plant and equipment |
|
|
(739,178 |
) |
|
|
(701,331 |
) |
Net capital expenditures |
$ |
|
2,253,720 |
|
$ |
|
2,025,636 |
|
Moving and Storage continues to hold significant cash and we believe has access to additional liquidity. Management may invest these funds in our existing operations, expand our product lines or pursue external opportunities in the self-moving and storage marketplace, pay dividends or reduce existing indebtedness where possible.
27
Property and Casualty Insurance
State insurance regulations may restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, Property and Casualty Insurance's assets are generally not available to satisfy the claims of U-Haul Holding Company, or its legal subsidiaries. For calendar year 2024, the ordinary dividend available to be paid to U-Haul Holding Company from Repwest is $34.2 million. For more information, please see Note 28, Statutory Financial Information of Insurance Subsidiaries, of the Notes to Consolidated Financial Statements included in, Item 8: Consolidated Financial Statements and Supplementary Data of this Annual Report. We believe that stockholders’ equity at the Property and Casualty operating segment remains sufficient and we do not believe that its ability to pay ordinary dividends to U-Haul Holding Company will be restricted per state regulations.
Our Property and Casualty operating segment stockholders’ equity was $350.5 million and $294.5 million as of December 31, 2023 and 2022, respectively. The increase in 2023 compared with 2022 resulted from net earnings of $49.6 million and an increase in accumulated other comprehensive income of $6.4 million. Property and Casualty Insurance does not use debt or equity issues to increase capital and therefore has no direct exposure to capital market conditions other than through its investment portfolio.
Life Insurance
Life Insurance manages its financial assets to meet policyholder and other obligations, including investment contract withdrawals and deposits. Life Insurance's net withdrawals for the year ended December 31, 2023 were $59.0 million. State insurance regulations may restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, Life Insurance's assets are generally not available to satisfy the claims of U-Haul Holding Company or its legal subsidiaries. For calendar year 2024, the ordinary dividend available to be paid to U-Haul Holding Company from Oxford is $5.3 million. For more information, please see Note 28, Statutory Financial Information of Insurance Subsidiaries, of the Notes to Consolidated Financial Statements included in, Item 8: Consolidated Financial Statements and Supplementary Data of this Annual Report.
Our Life Insurance operating segment stockholders’ equity was $197.7 million and $132.2 million as of December 31, 2023 and 2022, respectively. The increase in 2023 compared with 2022 resulted from earnings of $15.5 million and a increase in accumulated other comprehensive income of $50.0 million primarily due to the effect of interest rate changes on the fixed maturity portion of the investment portfolio. Life Insurance has not historically used debt or equity issues to increase capital and therefore has not had any significant direct exposure to capital market conditions other than through its investment portfolio. However, as of December 31, 2023, Oxford had outstanding advances of $60.0 million through its membership in the Federal Home Loan Bank (“FHLB”). For a more detailed discussion of these advances, please see Note 10, Notes, Loans and Finance Leases Payable, net, of the Notes to Consolidated Financial Statements.
Cash Flows by Operating Segments
Moving and Storage
Net cash provided by operating activities was $1,319.0 million and $1,593.7 million in fiscal 2024 and 2023, respectively, due to a decrease in operating profits.
Property and Casualty Insurance
Net cash provided by operating activities was $32.7 million and $36.2 million for the years ended December 31, 2023 and 2022, respectively. The decrease was the result of changes in intercompany balances and the timing of payables activity.
Property and Casualty Insurance’s cash and cash equivalents and short-term investment portfolios amounted to $52.5 million and $27.2 million as of December 31, 2023 and 2022, respectively. These balances reflect funds in transition from maturity proceeds to long-term investments. Management believes this level of liquid assets, combined with budgeted cash flow, is adequate to meet foreseeable cash needs. Capital and operating budgets allow Property and Casualty Insurance to schedule cash needs in accordance with investment and underwriting proceeds.
Life Insurance
Net cash provided by operating activities was $101.0 million and $99.8 million for the years ended December 31, 2023, and 2022, respectively. The increase in operating cash flows was primarily due to timing of settlement of receivables for securities. This was offset by the decrease in premiums net of benefits and commissions.
In addition to cash flows from operating activities and financing activities, a substantial amount of liquid funds are available through Life Insurance's short-term portfolio and its membership in the FHLB. As of December 31, 2023 and 2022, cash and cash equivalents amounted to $101.9 million and $15.0 million, respectively. Management believes that the overall sources of liquidity are adequate to meet foreseeable cash needs.
28
Liquidity and Capital Resources - Summary
We believe we have the financial resources needed to meet our business plans, including our working capital needs. We continue to hold significant cash and have access to additional liquidity to meet our anticipated capital expenditure requirements for investment in our rental fleet, rental equipment and storage acquisitions and build outs.
The IRS completed and finalized their examination for tax March 2014 through March 2021. As a result, we are owed $129 million which is reflected in prepaid expense.
Our borrowing strategy has primarily focused on asset-backed financing, private placements and rental equipment leases. As part of this strategy, we seek to ladder maturities and fix interest rates. While each of these loans typically contains provisions governing the amount that can be borrowed in relation to specific assets, the overall structure is flexible with no limits on overall Company borrowings. Management believes it has adequate liquidity between cash and cash equivalents and unused borrowing capacity in existing credit facilities to meet the current and expected needs of the Company over the next several years. As of March 31, 2024, we had available borrowing capacity under existing credit facilities of $506.1 million. While it is possible that circumstances beyond our control could alter the ability of the financial institutions to lend us the unused lines of credit, we believe that there are additional opportunities for leverage in our existing capital structure. For a more detailed discussion of our long-term debt and borrowing capacity, please see Note 10, Notes, Loans and Finance Leases Payable, net, of the Notes to Consolidated Financial Statements included in Item 8: Consolidated Financial Statements and Supplementary Data, of this Annual Report.
Historically, we used certain off-balance sheet arrangements in connection with the expansion of our self-storage business. For more information, please see Note 20, Related Party Transactions, of the Notes to Consolidated Financial Statements included in Item 8: Consolidated Financial Statements and Supplementary Data, of this Annual Report. These arrangements were primarily used when our overall borrowing structure was more limited. We do not face similar limitations currently and off-balance sheet arrangements have not been utilized in our self-storage expansion in recent years. In the future, we will continue to identify and consider off-balance sheet opportunities to the extent such arrangements would be economically advantageous to us and our stockholders.
Use of Cash
For material cash requirements as part of liquidity and capital resources discussion, please see Notes 10, Notes, Loans and Finance Leases Payable, net; 11, Interest on Notes, Loans and Finance Leases Payable, net; 19, Contingencies and 27 Life Insurance Liability, of the Notes to Consolidated Financial Statements included in Item 8: Consolidated Financial Statements and Supplementary Data, of this Annual Report. The following table provides additional detail for uses of cash and contingencies as of March 31, 2024.
|
|
|
|
|
Payment due by Period (as of March 31, 2024) |
|
||||||||||||||
|
|
Total |
|
|
04/01/24 - 03/31/25 |
|
|
04/01/25 - 03/31/27 |
|
|
04/01/27 - 03/31/29 |
|
|
Thereafter |
|
|||||
|
|
(In thousands) |
|
|||||||||||||||||
Notes, loans and finance leases payable - Principal |
$ |
|
6,304,038 |
|
$ |
|
534,979 |
|
$ |
|
1,578,357 |
|
$ |
|
1,358,258 |
|
$ |
|
2,832,444 |
|
Notes, loans and finance leases payable - Interest |
|
|
1,760,637 |
|
|
|
286,704 |
|
|
|
489,840 |
|
|
|
331,996 |
|
|
|
652,097 |
|
Life, health and annuity obligations (a) |
|
|
3,555,725 |
|
|
|
767,167 |
|
|
|
823,275 |
|
|
|
512,158 |
|
|
|
1,453,125 |
|
Self-insurance accruals (b) |
|
|
319,716 |
|
|
|
139,368 |
|
|
|
120,466 |
|
|
|
47,739 |
|
|
|
12,143 |
|
Total contractual obligations |
$ |
|
11,940,116 |
|
$ |
|
1,728,218 |
|
$ |
|
3,011,938 |
|
$ |
|
2,250,151 |
|
$ |
|
4,949,809 |
|
(a) These cash flows represent our estimates of the payments we expect to make to our policyholders, without consideration of future premiums or reinsurance recoveries. These estimates are based on numerous assumptions (depending on the product type) related to mortality, morbidity, lapses, withdrawals, future premiums, future deposits, interest rates on investments, credited rates, expenses and other factors which affect our future payments. The cash flows presented are undiscounted for interest. As a result, total outflows for all years exceed the corresponding liabilities of $2,785.3 million included in our consolidated balances sheet as of March 31, 2024. As such payments are based on numerous assumptions, the actual payments may vary significantly from the amounts shown.
(b) These estimated obligations are primarily the Company’s self-insurance accruals for portions of the liability coverage for our rental equipment. The estimates for future settlement are based upon historical experience and current trends. Due to the significant assumptions employed in this model, the amounts shown could materially differ from actual results.
ASC 740 - Income Taxes liabilities and interest of $94.6 million is not included above due to uncertainty surrounding ultimate settlements, if any.
Fiscal 2025 Outlook
We will continue to focus our attention on increasing transaction volume and improving pricing, product and utilization for self-moving equipment rentals. Maintaining an adequate level of new investment in our truck fleet is an important
29
component of our plan to meet our operational goals and is likely to increase in fiscal 2025. Revenue in the U-Move® program could be adversely impacted should we fail to execute in any of these areas. Even if we execute our plans, we could see declines in revenues primarily due to unforeseen events, including adverse economic conditions or heightened competition that is beyond our control.
With respect to our storage business, we have added new locations and expanded existing locations. In fiscal 2025, we are actively looking to complete current projects, increase occupancy in our existing portfolio of locations and acquire new locations. New projects and acquisitions will be considered and pursued if they fit our long-term plans and meet our financial objectives. It is likely spending on acquisitions and new development will remain high in fiscal 2025. We will continue to invest capital and resources in the U-Box® program throughout fiscal 2025.
Inflationary pressures may challenge our ability to maintain or improve upon our operating margin.
Property and Casualty Insurance will continue to provide loss adjusting and claims handling for U-Haul and underwrite components of the Safemove®, Safetow®, Safemove Plus®, Safestor®, and Safestor Mobile® protection packages to U-Haul customers.
Life Insurance is pursuing its goal of expanding its presence in the senior market through the sales of its Medicare supplement, life and annuity policies. This strategy includes growing its agency force, expanding its new product offerings, and pursuing business acquisition opportunities.
30
Consolidating Schedules by Operating and Reporting Segment
This information includes elimination entries necessary to consolidate U-Haul Holding Company, the parent, with its subsidiaries.
Consolidating balance sheets by industry segment as of March 31, 2024 are as follows:
|
|
Moving & Storage |
|
|
Property & Casualty Insurance (a) |
|
|
Life |
|
|
Eliminations |
|
|
|
U-Haul Holding Company Consolidated |
|
|||||
|
|
(In thousands) |
|
||||||||||||||||||
Assets: |
|
|
|||||||||||||||||||
Cash and cash equivalents |
$ |
|
1,380,165 |
|
$ |
|
52,508 |
|
$ |
|
101,871 |
|
$ |
|
— |
|
|
$ |
|
1,534,544 |
|
Trade receivables and reinsurance recoverables, net |
|
|
136,484 |
|
|
|
42,080 |
|
|
|
37,344 |
|
|
|
— |
|
|
|
|
215,908 |
|
Inventories and parts |
|
|
150,940 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
150,940 |
|
Prepaid expenses |
|
|
246,082 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
246,082 |
|
Fixed maturity securities available-for-sale, at fair value |
|
|
74,814 |
|
|
|
235,525 |
|
|
|
2,132,165 |
|
|
|
— |
|
|
|
|
2,442,504 |
|
Equity securities, at fair value |
|
|
— |
|
|
|
45,833 |
|
|
|
20,441 |
|
|
|
— |
|
|
|
|
66,274 |
|
Investments, other |
|
|
1,000 |
|
|
|
101,301 |
|
|
|
531,635 |
|
|
|
— |
|
|
|
|
633,936 |
|
Deferred policy acquisition costs, net |
|
|
— |
|
|
|
— |
|
|
|
121,224 |
|
|
|
— |
|
|
|
|
121,224 |
|
Other assets |
|
|
60,221 |
|
|
|
17,448 |
|
|
|
34,074 |
|
|
|
— |
|
|
|
|
111,743 |
|
Right of use assets - financing, net |
|
|
289,305 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
289,305 |
|
Right of use assets - operating, net |
|
|
52,945 |
|
|
|
655 |
|
|
|
112 |
|
|
|
— |
|
|
|
|
53,712 |
|
Related party assets |
|
|
74,935 |
|
|
|
6,216 |
|
|
|
12,037 |
|
|
|
(35,254 |
) |
(c) |
|
|
57,934 |
|
|
|
|
2,466,891 |
|
|
|
501,566 |
|
|
|
2,990,903 |
|
|
|
(35,254 |
) |
|
|
|
5,924,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment in subsidiaries |
|
|
548,205 |
|
|
|
— |
|
|
|
— |
|
|
|
(548,205 |
) |
(b) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property, plant and equipment, at cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Land |
|
|
1,670,033 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
1,670,033 |
|
Buildings and improvements |
|
|
8,237,354 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
8,237,354 |
|
Furniture and equipment |
|
|
1,003,770 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
1,003,770 |
|
Rental trailers and other rental equipment |
|
|
936,303 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
936,303 |
|
Rental trucks |
|
|
6,338,324 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
6,338,324 |
|
|
|
|
18,185,784 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
18,185,784 |
|
Less: Accumulated depreciation |
|
|
(5,051,132 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
(5,051,132 |
) |
Total property, plant and equipment, net |
|
|
13,134,652 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
13,134,652 |
|
Total assets |
$ |
|
16,149,748 |
|
$ |
|
501,566 |
|
$ |
|
2,990,903 |
|
$ |
|
(583,459 |
) |
|
$ |
|
19,058,758 |
|
31
Consolidating balance sheets by industry segment as of March 31, 2024 are as follows:
|
|
Moving & Storage |
|
|
Property & Casualty Insurance (a) |
|
|
Life |
|
|
Eliminations |
|
|
|
U-Haul Holding Company Consolidated |
|
|||||
|
|
(In thousands) |
|
||||||||||||||||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and accrued expenses |
$ |
|
756,497 |
|
$ |
|
9,623 |
|
$ |
|
16,964 |
|
$ |
|
— |
|
|
$ |
|
783,084 |
|
Notes, loans and finance leases payable, net |
|
|
6,271,362 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
6,271,362 |
|
Operating lease liabilities |
|
|
54,249 |
|
|
|
670 |
|
|
|
113 |
|
|
|
— |
|
|
|
|
55,032 |
|
Policy benefits and losses, claims and loss expenses payable |
|
|
319,716 |
|
|
|
132,479 |
|
|
|
396,918 |
|
|
|
— |
|
|
|
|
849,113 |
|
Liabilities from investment contracts |
|
|
— |
|
|
|
— |
|
|
|
2,411,352 |
|
|
|
— |
|
|
|
|
2,411,352 |
|
Other policyholders' funds and liabilities |
|
|
— |
|
|
|
633 |
|
|
|
17,437 |
|
|
|
— |
|
|
|
|
18,070 |
|
Deferred income |
|
|
51,175 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
51,175 |
|
Deferred income taxes, net |
|
|
1,505,202 |
|
|
|
4,809 |
|
|
|
(62,886 |
) |
|
|
— |
|
|
|
|
1,447,125 |
|
Related party liabilities |
|
|
25,145 |
|
|
|
2,887 |
|
|
|
13,265 |
|
|
|
(41,297 |
) |
(c) |
|
|
— |
|
Total liabilities |
|
|
8,983,346 |
|
|
|
151,101 |
|
|
|
2,793,163 |
|
|
|
(41,297 |
) |
|
|
|
11,886,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stockholders' equity : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Series preferred stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Series A preferred stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Series B preferred stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Series A common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Voting Common stock |
|
|
10,497 |
|
|
|
3,301 |
|
|
|
2,500 |
|
|
|
(5,801 |
) |
(b) |
|
|
10,497 |
|
Non-Voting Common Stock |
|
|
176 |
|
|
|
— |
|
|||||||||||||