sh
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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For the quarterly period ended June 30, |
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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For the transition period from __________________ to __________________ |
Commission File Number 001-11255
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. |
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Nevada |
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88-0106815 |
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U-Haul Holding Company
(A Nevada Corporation) |
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5555 Kietzke Lane Ste 100 Reno, Nevada 89511 Telephone (775) 688-6300 N/A |
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common Stock, $0.25 par value |
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UHAL |
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New York Stock Exchange |
Series N Non-Voting Common Stock, $0.001 par value |
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UHAL.B |
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New York Stock Exchange |
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 |
☒ |
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Accelerated Filer |
☐ |
Non-accelerated Filer |
☐ |
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Smaller Reporting Company |
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Emerging Growth Company |
☐ |
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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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
19,607,788 shares of Common Stock, $0.25 par value, were outstanding as of August 7, 2024.
176,470,092 shares of Series N Non-Voting Common Stock, $0.001 par value, were outstanding as of August 7, 2024.
TABLE OF CONTENTS
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Page |
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Item 1. |
1 |
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a) Consolidated Balance Sheets as of June 30, 2024 and March 31, 2024 (unaudited) |
1 |
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b) Consolidated Statements of Operations for the Quarters Ended June 30, 2024 and 2023 (unaudited) |
2 |
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3 |
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4 |
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g) Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2024 and 2023 (unaudited) |
5 |
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6 |
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Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
46 |
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Item 3. |
74 |
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Item 4. |
76 |
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Item 1. |
77 |
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Item 1A. |
77 |
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Item 2. |
78 |
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Item 3. |
78 |
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Item 4. |
78 |
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Item 5. |
78 |
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Item 6. |
78 |
Part i Financial information
Item 1. Financial Statements
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED balance sheets
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June 30, |
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March 31, |
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2024 |
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2024 |
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(Unaudited) |
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(In thousands, except share data) |
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ASSETS |
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Cash and cash equivalents |
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$ |
1,153,161 |
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$ |
1,534,544 |
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Trade receivables and reinsurance recoverables, net |
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253,638 |
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215,908 |
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Inventories and parts |
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157,625 |
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150,940 |
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Prepaid expenses |
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248,147 |
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246,082 |
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Fixed maturity securities available-for-sale (net of allowance for credit loss of $2,995 and $1,052, respectively) at fair value and amortized cost ($2,631,881 and $2,660,093 respectively) |
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2,395,890 |
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2,442,504 |
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Equity securities, at fair value |
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74,066 |
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66,274 |
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Investments, other |
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638,423 |
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633,936 |
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Deferred policy acquisition costs, net |
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119,806 |
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121,224 |
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Other assets |
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123,878 |
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111,743 |
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Right of use assets - financing, net |
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265,744 |
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289,305 |
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Right of use assets - operating, net |
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53,255 |
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53,712 |
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Related party assets |
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67,254 |
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57,934 |
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5,550,887 |
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5,924,106 |
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Property, plant and equipment, at cost: |
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Land |
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1,727,668 |
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1,670,033 |
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Buildings and improvements |
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8,591,016 |
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8,237,354 |
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Furniture and equipment |
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1,014,086 |
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1,003,770 |
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Rental trailers and other rental equipment |
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960,853 |
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936,303 |
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Rental trucks |
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6,670,443 |
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6,338,324 |
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18,964,066 |
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18,185,784 |
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Less: Accumulated depreciation |
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(5,209,526 |
) |
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(5,051,132 |
) |
Total property, plant and equipment, net |
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13,754,540 |
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13,134,652 |
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Total assets |
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$ |
19,305,427 |
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$ |
19,058,758 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Liabilities: |
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Accounts payable and accrued expenses |
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$ |
833,296 |
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$ |
783,084 |
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Notes, loans and finance leases payable, net |
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6,280,305 |
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6,271,362 |
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Operating lease liabilities |
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54,485 |
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55,032 |
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Policy benefits and losses, claims and loss expenses payable |
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841,861 |
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849,113 |
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Liabilities from investment contracts |
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2,406,464 |
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2,411,352 |
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Other policyholders' funds and liabilities |
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5,832 |
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18,070 |
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Deferred income |
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62,587 |
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51,175 |
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Deferred income taxes, net |
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1,470,156 |
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1,447,125 |
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Total liabilities |
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11,954,986 |
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11,886,313 |
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Stockholders' equity: |
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Series preferred stock, with or without par value, 50,000,000 shares authorized: Series A preferred stock, with no par value, 6,100,000 shares authorized; 6,100,000 shares issued and none outstanding |
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— |
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— |
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Series B preferred stock, with no par value, 100,000 shares authorized; none issued and outstanding |
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— |
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— |
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Serial common stock, with or without par value, 250,000,000 shares authorized: Serial common stock of $0.25 par value, 10,000,000 shares authorized; none issued and outstanding |
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— |
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— |
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Common stock, with $0.25 par value, 250,000,000 shares authorized: Common stock of $0.25 par value, 250,000,000 shares authorized; 41,985,700 issued and 19,607,788 outstanding |
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10,497 |
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10,497 |
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Series N Non-Voting Common Stock with $0.001 par value, 250,000,000 shares authorized Series N Non-Voting Common Stock, with $0.001 par value, 250,000,000 shares authorized; 176,470,092 shares issued and outstanding |
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176 |
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176 |
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Additional paid-in capital |
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462,548 |
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462,548 |
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Accumulated other comprehensive loss |
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(231,813 |
) |
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(223,216 |
) |
Retained earnings |
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7,786,683 |
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7,600,090 |
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Cost of common stock in treasury, net (22,377,912 shares) |
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(525,653 |
) |
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(525,653 |
) |
Cost of preferred stock in treasury, net (6,100,000 shares) |
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(151,997 |
) |
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(151,997 |
) |
Total stockholders' equity |
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7,350,441 |
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7,172,445 |
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Total liabilities and stockholders' equity |
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$ |
19,305,427 |
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$ |
19,058,758 |
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The accompanying notes are an integral part of these consolidated financial statements.
1
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED Statements of operations
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Quarter ended June 30, |
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2024 |
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2023 |
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(Unaudited) |
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(In thousands, except share and per share amounts) |
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Revenues: |
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Self-moving equipment rental revenues |
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$ |
1,014,332 |
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$ |
999,206 |
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Self-storage revenues |
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215,737 |
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198,961 |
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Self-moving and self-storage products and service sales |
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96,591 |
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100,872 |
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Property management fees |
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9,495 |
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9,177 |
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Life insurance premiums |
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20,740 |
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23,131 |
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Property and casualty insurance premiums |
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21,229 |
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20,322 |
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Net investment and interest income |
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37,125 |
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64,592 |
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Other revenue |
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133,241 |
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124,047 |
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Total revenues |
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1,548,490 |
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1,540,308 |
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Costs and expenses: |
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Operating expenses |
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789,757 |
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763,241 |
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Commission expenses |
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112,571 |
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106,927 |
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Cost of product sales |
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66,014 |
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70,675 |
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Benefits and losses |
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44,006 |
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45,344 |
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Amortization of deferred policy acquisition costs |
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4,646 |
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8,045 |
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Lease expense |
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5,605 |
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7,583 |
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Depreciation, net of gains on disposals of ($7,768 and $55,661 respectively) |
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216,545 |
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137,814 |
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Net losses on disposal of real estate |
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3,104 |
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|
1,021 |
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Total costs and expenses |
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1,242,248 |
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1,140,650 |
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Earnings from operations |
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306,242 |
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399,658 |
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Other components of net periodic benefit costs |
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(372 |
) |
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(365 |
) |
Other interest income |
|
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18,235 |
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|
|
— |
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Interest expense |
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(67,218 |
) |
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(60,598 |
) |
Fees on early extinguishment of debt and costs of defeasance |
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(495 |
) |
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— |
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Pretax earnings |
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|
256,392 |
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|
|
338,695 |
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Income tax expense |
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(60,975 |
) |
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(81,857 |
) |
Net earnings available to common stockholders |
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$ |
195,417 |
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$ |
256,838 |
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Basic and diluted earnings per share of Common Stock |
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$ |
0.95 |
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$ |
1.27 |
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Weighted average shares outstanding of Common Stock: Basic and diluted |
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|
19,607,788 |
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19,607,788 |
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Basic and diluted earnings per share of Series N Non-Voting Common Stock |
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$ |
1.00 |
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$ |
1.31 |
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Weighted average shares outstanding of Series N Non-Voting Common Stock: Basic and diluted |
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|
176,470,092 |
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|
176,470,092 |
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Related party revenues for the first quarters ended June 30, 2024 and 2023, net of eliminations, were $9.5 million and $9.2 million, respectively.
Related party costs and expenses for the first quarters ended June 30, 2024 and 2023, net of eliminations, were $30.6 million and $23.7 million, respectively.
Please see Note 11, Related Party Transactions, of the Notes to Consolidated Financial Statements for more information on the related party revenues and costs and expenses.
The accompanying notes are an integral part of these consolidated financial statements.
2
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
consolidatED statements of COMPREHENSIVE INCOME (loss)
Quarter ended June 30, 2024 |
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Pre-tax |
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Tax |
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Net |
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(Unaudited) |
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(In thousands) |
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Comprehensive income: |
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Net earnings |
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$ |
256,392 |
|
|
$ |
(60,975 |
) |
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$ |
195,417 |
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Other comprehensive income (loss): |
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|
|
|
|
|
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Foreign currency translation |
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(204 |
) |
|
|
— |
|
|
|
(204 |
) |
Unrealized net loss on investments and future policy benefits discount rate remeasurement gains (losses) |
|
|
(7,465 |
) |
|
|
2,052 |
|
|
|
(5,413 |
) |
Change in fair value of cash flow hedges |
|
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(2,526 |
) |
|
|
621 |
|
|
|
(1,905 |
) |
Amounts reclassified into earnings on hedging activities |
|
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(1,425 |
) |
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|
350 |
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|
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(1,075 |
) |
Total other comprehensive income (loss) |
|
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(11,620 |
) |
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|
3,023 |
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|
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(8,597 |
) |
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|
|
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Total comprehensive income (loss) |
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$ |
244,772 |
|
|
$ |
(57,952 |
) |
|
$ |
186,820 |
|
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|
|
|
|
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Quarter ended June 30, 2023 |
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Pre-tax |
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Tax |
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Net |
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(Unaudited) |
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(In thousands) |
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Comprehensive income: |
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Net earnings |
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$ |
338,695 |
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|
$ |
(81,857 |
) |
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$ |
256,838 |
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Other comprehensive income (loss): |
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|
|
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Foreign currency translation |
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|
469 |
|
|
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— |
|
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|
469 |
|
Unrealized net gain on investments and future policy benefits discount rate remeasurement gains (losses) |
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|
25,543 |
|
|
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(5,199 |
) |
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|
20,344 |
|
Change in fair value of cash flow hedges |
|
|
5,093 |
|
|
|
(1,251 |
) |
|
|
3,842 |
|
Amounts reclassified into earnings on hedging activities |
|
|
(1,150 |
) |
|
|
282 |
|
|
|
(868 |
) |
Total other comprehensive income (loss) |
|
|
29,955 |
|
|
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(6,168 |
) |
|
|
23,787 |
|
|
|
|
|
|
|
|
|
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Total comprehensive income (loss) |
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$ |
368,650 |
|
|
$ |
(88,025 |
) |
|
$ |
280,625 |
|
The accompanying notes are an integral part of these consolidated financial statements.
3
U-Haul Holding Company and consolidated subsidiaries
consolidated statements of changes in stockholders’ equity
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Common Stock |
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Series N Non-Voting Common Stock |
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Additional Paid-In Capital |
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Accumulated Other Comprehensive |
|
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Retained Earnings |
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Less: Treasury Common Stock |
|
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Less: Treasury Preferred Stock |
|
|
Total Stockholders' Equity |
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(Unaudited) |
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(In thousands) |
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Balance as of March 31, 2024 |
|
$ |
10,497 |
|
|
$ |
176 |
|
|
$ |
462,548 |
|
|
$ |
(223,216 |
) |
|
$ |
7,600,090 |
|
|
$ |
(525,653 |
) |
|
$ |
(151,997 |
) |
|
$ |
7,172,445 |
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(204 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(204 |
) |
Unrealized net loss on investments and future policy benefits discount rate remeasurement gains (losses), net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,413 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,413 |
) |
Change in fair value of cash flow hedges, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,905 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,905 |
) |
Amounts reclassified into earnings on hedging activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,075 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,075 |
) |
Net earnings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
195,417 |
|
|
|
— |
|
|
|
— |
|
|
|
195,417 |
|
Series N Non-Voting Common Stock dividends: ($0.05 per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,824 |
) |
|
|
— |
|
|
|
— |
|
|
|
(8,824 |
) |
Net activity |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,597 |
) |
|
|
186,593 |
|
|
|
— |
|
|
|
— |
|
|
|
177,996 |
|
Balance as of June 30, 2024 |
|
$ |
10,497 |
|
|
$ |
176 |
|
|
$ |
462,548 |
|
|
$ |
(231,813 |
) |
|
$ |
7,786,683 |
|
|
$ |
(525,653 |
) |
|
|
(151,997 |
) |
|
$ |
7,350,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of March 31, 2023 |
|
$ |
10,497 |
|
|
$ |
176 |
|
|
$ |
453,643 |
|
|
$ |
(285,623 |
) |
|
$ |
7,003,148 |
|
|
$ |
(525,653 |
) |
|
$ |
(151,997 |
) |
|
$ |
6,504,191 |
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
469 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
469 |
|
Unrealized net gain on investments and future policy benefits discount rate remeasurement gains (losses), net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20,344 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20,344 |
|
Change in fair value of cash flow hedges, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,842 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,842 |
|
Amounts reclassified into earnings on hedging activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(868 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(868 |
) |
Net earnings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
256,838 |
|
|
|
— |
|
|
|
— |
|
|
|
256,838 |
|
Series N Non-Voting Common stock dividends: ($0.04 per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,059 |
) |
|
|
— |
|
|
|
— |
|
|
|
(7,059 |
) |
Net activity |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23,787 |
|
|
|
249,779 |
|
|
|
— |
|
|
|
— |
|
|
|
273,566 |
|
Balance as of June 30, 2023 |
|
$ |
10,497 |
|
|
$ |
176 |
|
$ |
$ |
453,643 |
|
|
$ |
(261,836 |
) |
|
$ |
7,252,927 |
|
|
$ |
(525,653 |
) |
|
$ |
(151,997 |
) |
|
$ |
6,777,757 |
|
The accompanying notes are an integral part of these consolidated financial statements.
4
U-Haul holding company AND CONSOLIDATED subsidiaries
consolidatED statements of cash flows
|
|
Quarter ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(Unaudited) |
|
|||||
|
|
(In thousands) |
|
|||||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net earnings |
|
$ |
195,417 |
|
|
$ |
256,838 |
|
Adjustments to reconcile net earnings to cash provided by operations: |
|
|
|
|
|
|
||
Depreciation |
|
|
224,313 |
|
|
|
193,475 |
|
Amortization of premiums and accretion of discounts related to investments, net |
|
|
4,253 |
|
|
|
4,394 |
|
Amortization of debt issuance costs |
|
|
1,550 |
|
|
|
1,456 |
|
Interest credited to policyholders |
|
|
19,507 |
|
|
|
17,538 |
|
Provision for allowance for losses on trade receivables, net |
|
|
2,052 |
|
|
|
592 |
|
Non cash lease expense |
|
|
2,623 |
|
|
|
4,384 |
|
Net gains on disposal of personal property |
|
|
(7,768 |
) |
|
|
(55,661 |
) |
Net losses on disposal of real estate |
|
|
3,104 |
|
|
|
1,021 |
|
Net (gains) losses on sales of fixed maturity securities |
|
|
2,240 |
|
|
|
(1,914 |
) |
Net gains on equity securities |
|
|
(1,326 |
) |
|
|
(2,429 |
) |
Deferred income taxes, net |
|
|
22,927 |
|
|
|
34,108 |
|
Net change in other operating assets and liabilities: |
|
|
|
|
|
|
||
Trade receivables and reinsurance recoverables |
|
|
(39,401 |
) |
|
|
(17,435 |
) |
Inventories and parts |
|
|
(6,689 |
) |
|
|
(13,395 |
) |
Prepaid expenses |
|
|
(2,142 |
) |
|
|
9,870 |
|
Deferred policy acquisition costs, net |
|
|
1,418 |
|
|
|
4,868 |
|
Other assets and right of use assets - operating, net |
|
|
(12,865 |
) |
|
|
(14,341 |
) |
Related party assets |
|
|
(20,724 |
) |
|
|
3,132 |
|
Accounts payable and accrued expenses and operating lease liabilities |
|
|
52,770 |
|
|
|
33,112 |
|
Policy benefits and losses, claims and loss expenses payable |
|
|
2,095 |
|
|
|
(12,098 |
) |
Other policyholders' funds and liabilities |
|
|
(12,238 |
) |
|
|
3,986 |
|
Deferred income |
|
|
11,434 |
|
|
|
11,999 |
|
Related party liabilities |
|
|
11,353 |
|
|
|
2,197 |
|
Net cash provided by operating activities |
|
|
453,903 |
|
|
|
465,697 |
|
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Escrow deposits |
|
|
691 |
|
|
|
(361 |
) |
Purchases of: |
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
(963,163 |
) |
|
|
(773,577 |
) |
Fixed maturity securities available-for-sale |
|
|
(77,777 |
) |
|
|
(13,208 |
) |
Equity securities |
|
|
— |
|
|
|
(242 |
) |
Investments, other |
|
|
(23,430 |
) |
|
|
(52,865 |
) |
Proceeds from sales of: |
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
146,672 |
|
|
|
193,455 |
|
Fixed maturity securities available-for-sale |
|
|
101,568 |
|
|
|
348,604 |
|
Equity securities |
|
|
11 |
|
|
|
236 |
|
Investments, other |
|
|
12,110 |
|
|
|
9,290 |
|
Net cash used in investing activities |
|
|
(803,318 |
) |
|
|
(288,668 |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Borrowings from credit facilities |
|
|
349,233 |
|
|
|
445,493 |
|
Principal repayments on credit facilities |
|
|
(321,670 |
) |
|
|
(232,824 |
) |
Payment of debt issuance costs |
|
|
(248 |
) |
|
|
(2,688 |
) |
Finance lease payments |
|
|
(19,260 |
) |
|
|
(34,168 |
) |
Securitization deposits |
|
|
99 |
|
|
|
79 |
|
Series N Non-Voting Common Stock dividends paid |
|
|
(8,824 |
) |
|
|
(7,059 |
) |
Investment contract deposits |
|
|
76,417 |
|
|
|
51,239 |
|
Investment contract withdrawals |
|
|
(107,185 |
) |
|
|
(83,331 |
) |
Net cash provided (used) by financing activities |
|
|
(31,438 |
) |
|
|
136,741 |
|
|
|
|
|
|
|
|
||
Effects of exchange rate on cash |
|
|
(530 |
) |
|
|
2,830 |
|
|
|
|
|
|
|
|
||
Increase (decrease) in cash and cash equivalents |
|
|
(381,383 |
) |
|
|
316,600 |
|
Cash and cash equivalents at the beginning of period |
|
|
1,534,544 |
|
|
|
2,060,524 |
|
Cash and cash equivalents at the end of period |
|
$ |
1,153,161 |
|
|
$ |
2,377,124 |
|
The accompanying notes are an integral part of these consolidated financial statements.
5
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
U-Haul Holding Company, a Nevada corporation (“U-Haul Holding Company”), has a first fiscal quarter that ends on the 30th of June for each year that is referenced. Our insurance company subsidiaries have a first quarter that ends on the 31st of March for each year that is referenced. They have been consolidated on that basis. Our insurance companies’ financial reporting processes conform to calendar year reporting as required by state insurance departments. We believe that consolidating their calendar year into our fiscal year financial statements does not materially affect the presentation of consolidated financial position or consolidated results of operations. We disclose material events, if any, occurring during the intervening period. Consequently, all references to our insurance subsidiaries’ years 2024 and 2023 correspond to fiscal 2025 and 2024 for U-Haul Holding Company.
Accounts denominated in non-U.S. currencies have been translated into U.S. dollars.
The accompanying interim consolidated financial statements are unaudited and reflect all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in conformity with the accounting principles generally accepted in the United States of America (“GAAP”). Interim results are not necessarily indicative of full year performance. The year-end consolidated balance sheet data was derived from audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, which include all disclosures required by GAAP. Compared to the consolidated annual financial statements, certain footnotes within the accompanying interim consolidated financial statements have been condensed. Therefore, these interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.
In our opinion, all adjustments necessary for the fair presentation of such consolidated financial statements have been included. Such adjustments consist only of normal recurring items.
Intercompany accounts and transactions have been eliminated.
The Company has reclassified certain prior period amounts to conform with the current period presentation on the Consolidated Statements of Cash Flows related to (1) amortization of deferred policy acquisition costs which was previously reported separately and is now included in deferred policy acquisition costs, net, (2) provision for allowance for inventories and parts reserves which was previously reported separately and is now included in inventories and parts, net, (3) purchases of short term investments, real estate, and mortgage loans which were previously reported separately and are now included in investments, other, (4) non-cash lease expense which was previously reported in other assets.
Description of Legal Entities
U-Haul Holding Company is the holding company for:
U-Haul International, Inc. (“U-Haul”);
Amerco Real Estate Company (“Real Estate”);
Repwest Insurance Company (“Repwest”); and
Oxford Life Insurance Company (“Oxford”).
Unless the context otherwise requires, the terms “Company,” “we,” “us” or “our” refer to U-Haul Holding Company and all of its legal subsidiaries.
Description of Operating Segments
U-Haul Holding Company has three reportable segments. They are Moving and Storage, Property and Casualty Insurance and Life Insurance.
Draft 7/26/2024
6
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Moving and Storage operating segment (“Moving and Storage”) includes U-Haul Holding Company, U-Haul and Real Estate and the wholly owned subsidiaries of U-Haul and Real Estate. Operations consist of the rental of trucks and trailers, sales of moving supplies, sales of towing accessories, sales of propane, and the rental of fixed and portable moving and storage units to the “do-it-yourself” mover and management of self-storage properties owned by others. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
The Property and Casualty Insurance operating segment (“Property and Casualty Insurance”) includes Repwest and its wholly owned subsidiaries and ARCOA Risk Retention Group (“ARCOA”). Property and Casualty Insurance provides loss adjusting and claims handling for U-Haul® through regional offices 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. The business plan for Property and Casualty Insurance includes offering property and casualty insurance products in other U-Haul-related programs. ARCOA is a group captive insurer owned by us and our wholly owned subsidiaries whose purpose is to provide insurance products related to our moving and storage business.
The Life Insurance operating segment (“Life Insurance”) includes Oxford and its wholly owned subsidiaries. Life Insurance provides life and health insurance products primarily to the senior market through the direct writing and reinsuring of life insurance, Medicare supplement and annuity policies.
2. Earnings per Share
We calculate earnings per share using the two-class method in accordance with ASC Topic 260, Earnings Per Share. The two-class method allocates the undistributed earnings available to common stockholders to the Company’s outstanding common stock, $0.25 par value (the “Voting Common Stock”), and the Series N Non-Voting Common Stock, $0.001 par value (the “Non-Voting Common Stock”), based on each share’s percentage of total weighted average shares outstanding. The Voting Common Stock and Non-Voting Common Stock are allocated 10% and 90%, respectively, of our undistributed earnings available to common stockholders. This represents earnings available to common stockholders less the dividends declared for both the Voting Common Stock and Non-Voting Common Stock.
Our undistributed earnings per share is calculated by taking the undistributed earnings available to common stockholders and dividing this number by the weighted average shares outstanding for the respective stock. If there was a dividend declared for that period, the dividend per share is added to the undistributed earnings per share to calculate the basic and diluted earnings per share. The process is used for both Voting Common Stock and Non-Voting Common Stock.
7
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The calculation of basic and diluted earnings per share for the quarters ended June 30, 2024 and 2023 for our Voting Common Stock and Non-Voting Common Stock were as follows:
|
|
For the Quarters Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(Unaudited) |
|
|||||
|
|
(In thousands, except share and per share amounts) |
|
|||||
|
|
|
|
|
|
|
||
Weighted average shares outstanding of Voting Common Stock |
|
|
19,607,788 |
|
|
|
19,607,788 |
|
Total weighted average shares outstanding for Voting Common Stock and Non-Voting Common Stock |
|
|
196,077,880 |
|
|
|
196,077,880 |
|
Percent of weighted average shares outstanding of Voting Common Stock |
|
|
10 |
% |
|
|
10 |
% |
|
|
|
|
|
|
|
||
Net earnings available to common stockholders |
|
$ |
195,417 |
|
|
$ |
256,838 |
|
Voting Common Stock dividends declared and paid |
|
|
— |
|
|
|
— |
|
Non-Voting Common Stock dividends declared and paid |
|
|
(8,824 |
) |
|
|
(7,059 |
) |
Undistributed earnings available to common stockholders |
|
$ |
186,593 |
|
|
$ |
249,779 |
|
Undistributed earnings available to common stockholders allocated to Voting Common Stock |
|
$ |
18,659 |
|
|
$ |
24,978 |
|
|
|
|
|
|
|
|
||
Undistributed earnings per share of Voting Common Stock |
|
$ |
0.95 |
|
|
$ |
1.27 |
|
Dividends declared per share of Voting Common Stock |
|
$ |
— |
|
|
$ |
— |
|
Basic and diluted earnings per share of Voting Common Stock |
|
$ |
0.95 |
|
|
$ |
1.27 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Weighted average shares outstanding of Non-Voting Common Stock |
|
|
176,470,092 |
|
|
|
176,470,092 |
|
Total weighted average shares outstanding for Voting Common Stock and Non-Voting Common Stock |
|
|
196,077,880 |
|
|
|
196,077,880 |
|
Percent of weighted average shares outstanding of Non-Voting Common Stock |
|
|
90 |
% |
|
|
90 |
% |
|
|
|
|
|
|
|
||
Net earnings available to common stockholders |
|
$ |
195,417 |
|
|
$ |
256,838 |
|
Voting Common Stock dividends declared and paid |
|
|
— |
|
|
|
— |
|
Non-Voting Common Stock dividends declared and paid |
|
|
(8,824 |
) |
|
|
(7,059 |
) |
Undistributed earnings available to common stockholders |
|
$ |
186,593 |
|
|
$ |
249,779 |
|
Undistributed earnings available to common stockholders allocated to Non-Voting Common Stock |
|
$ |
167,934 |
|
|
$ |
224,801 |
|
|
|
|
|
|
|
|
||
Undistributed earnings per share of Non-Voting Common Stock |
|
$ |
0.95 |
|
|
$ |
1.27 |
|
Dividends declared per share of Non-Voting Common Stock |
|
$ |
0.05 |
|
|
$ |
0.04 |
|
Basic and diluted earnings per share of Non-Voting Common Stock |
|
$ |
1.00 |
|
|
$ |
1.31 |
|
3. Investments
We deposit bonds with insurance regulatory authorities to meet statutory requirements. The adjusted cost of bonds on deposit with insurance regulatory authorities was $20.1 million and $23.1 million as of June 30, 2024 and March 31, 2024, respectively.
Available-for-Sale Investments
Available-for-sale investments as of June 30, 2024 were as follows:
|
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
Allowance for Expected Credit Losses |
|
|
Fair |
|
|||||
|
|
(Unaudited) |
|
|||||||||||||||||
|
|
(In thousands) |
|
|||||||||||||||||
U.S. treasury securities and government obligations |
|
$ |
147,881 |
|
|
$ |
235 |
|
|
$ |
(9,361 |
) |
|
$ |
— |
|
|
$ |
138,755 |
|
U.S. government agency mortgage-backed securities |
|
|
47,208 |
|
|
|
153 |
|
|
|
(8,044 |
) |
|
|
— |
|
|
|
39,317 |
|
Obligations of states and political subdivisions |
|
|
150,396 |
|
|
|
313 |
|
|
|
(8,108 |
) |
|
|
— |
|
|
|
142,601 |
|
Corporate securities |
|
|
1,987,105 |
|
|
|
1,318 |
|
|
|
(165,015 |
) |
|
|
(2,995 |
) |
|
|
1,820,413 |
|
Mortgage-backed securities |
|
|
299,291 |
|
|
|
33 |
|
|
|
(44,520 |
) |
|
|
— |
|
|
|
254,804 |
|
|
|
$ |
2,631,881 |
|
|
$ |
2,052 |
|
|
$ |
(235,048 |
) |
|
$ |
(2,995 |
) |
|
$ |
2,395,890 |
|
8
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Available-for-sale investments as of March 31, 2024 were as follows:
|
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
Allowance for Expected Credit Losses |
|
|
Fair |
|
|||||
|
|
(In thousands) |
|
|||||||||||||||||
U.S. treasury securities and government obligations |
|
$ |
191,070 |
|
|
$ |
2,123 |
|
|
$ |
(8,921 |
) |
|
$ |
— |
|
|
$ |
184,272 |
|
U.S. government agency mortgage-backed securities |
|
|
48,067 |
|
|
|
250 |
|
|
|
(7,664 |
) |
|
|
— |
|
|
|
40,653 |
|
Obligations of states and political subdivisions |
|
|
151,197 |
|
|
|
918 |
|
|
|
(7,533 |
) |
|
|
— |
|
|
|
144,582 |
|
Corporate securities |
|
|
1,963,249 |
|
|
|
2,762 |
|
|
|
(152,799 |
) |
|
|
(1,052 |
) |
|
|
1,812,160 |
|
Mortgage-backed securities |
|
|
306,510 |
|
|
|
34 |
|
|
|
(45,707 |
) |
|
|
— |
|
|
|
260,837 |
|
|
|
$ |
2,660,093 |
|
|
$ |
6,087 |
|
|
$ |
(222,624 |
) |
|
$ |
(1,052 |
) |
|
$ |
2,442,504 |
|
A summary of available-for-sale investments with unrealized losses for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous loss position as of June 30, 2024 and March 31, 2024 were as follows:
|
|
|
June 30, 2024 |
|
||||||||||||||||||||||||||
|
|
|
Less than or equal to 1 year |
|
|
|
Greater than 1 year |
|
|
|
Total |
|
||||||||||||||||||
|
|
|
Fair Value |
|
|
|
Unrealized Losses |
|
|
|
Fair Value |
|
|
|
Unrealized Losses |
|
|
|
Fair Value |
|
|
|
Unrealized Losses |
|
||||||
|
|
|
(Unaudited) |
|
||||||||||||||||||||||||||
|
|
|
(In thousands) |
|
||||||||||||||||||||||||||
U.S. treasury securities and government obligations |
|
|
$ |
35,130 |
|
|
|
$ |
(40 |
) |
|
|
$ |
99,447 |
|
|
|
$ |
(9,321 |
) |
|
|
$ |
134,577 |
|
|
|
$ |
(9,361 |
) |
U.S. government agency mortgage-backed securities |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
22,893 |
|
|
|
|
(8,044 |
) |
|
|
|
22,893 |
|
|
|
|
(8,044 |
) |
Obligations of states and political subdivisions |
|
|
|
31,299 |
|
|
|
|
(489 |
) |
|
|
|
81,171 |
|
|
|
|
(7,619 |
) |
|
|
|
112,470 |
|
|
|
|
(8,108 |
) |
Corporate securities |
|
|
|
204,656 |
|
|
|
|
(1,729 |
) |
|
|
|
1,500,739 |
|
|
|
|
(163,286 |
) |
|
|
|
1,705,395 |
|
|
|
|
(165,015 |
) |
Mortgage-backed securities |
|
|
|
10,340 |
|
|
|
|
(43 |
) |
|
|
|
242,491 |
|
|
|
|
(44,477 |
) |
|
|
|
252,831 |
|
|
|
|
(44,520 |
) |
|
|
|
$ |
281,425 |
|
|
|
$ |
(2,301 |
) |
|
|
$ |
1,946,741 |
|
|
|
$ |
(232,747 |
) |
|
|
$ |
2,228,166 |
|
|
|
$ |
(235,048 |
) |
|
|
|
March 31, 2024 |
|
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