United States Securities and exchange commission

Washington, D.C. 20549

Form 10-K

(Mark One)

[X]Annual Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934.

For the fiscal year ended March 31, 2015

or

[ ]Transition report pursuant to section 13 or 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from __________________ to _________________         

 

 

 

Commission
File Number

Registrant, State of  Incorporation Address and Telephone Number

I.R.S. Employer Identification No.

 

 

 

 

 

 

 

 

 

1-11255

AMERCO

88-0106815

 

(A Nevada Corporation)

 

 

1325 Airmotive Way, Ste. 100

 

 

Reno, Nevada 89502-3239

 

 

Telephone (775) 688-6300

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common stock, $0.25 par value

NASDAQ Global Selection Market

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 [X]  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  [X]

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 [X]  No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]  


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of a “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [X]   Accelerated filer [ ]  

Non-accelerated filer [ ] (Do not check if a smaller reporting company)    Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate market value of AMERCO common stock held by non-affiliates on September 30, 2014 was $1,313,271,761. The aggregate market value was computed using the closing price for the common stock trading on NASDAQ 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 AMERCO Common Stock, $0.25 par value, were outstanding at May 23, 2015.

Documents incorporated by reference: portions of AMERCO’s definitive proxy statement for the 2015 annual meeting of stockholders, to be filed within 120 days after AMERCO’s fiscal year ended March 31, 2015, are incorporated by reference into Part III of this report.


TABLE OF CONTENTS

 

 

Page 

 

PART I

 

Item 1.

Business

1

Item 1A.

Risk Factors

6

Item 1B.

Unresolved Staff Comments

11

Item 2.

Properties

11

Item 3.

Legal Proceedings

11

Item 4. 

Mine Safety Disclosure

13

 

 

 

 

PART II

 

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer  Repurchases of Equity Securities

13

Item 6.

Selected Financial Data

15

Item 7. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

36

Item 8.

Financial Statements and Supplementary Data

37

Item 9. 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

37

Item 9A.

Controls and Procedures

37

Item 9B.

Other Information

40

 

 

 

 

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

40

Item 11.

Executive Compensation

40

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


40

Item 13.

Certain Relationships and Related Transaction, and Director Independence

40

Item 14.

Principal Accounting Fees and Services

40

 

 

 

 

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

40

 


 


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 or service to more and more people at a lower and lower cost. Unless the context otherwise requires, the term “AMERCO,” “Company,” “we,” “us,” or “our” refers to AMERCO, 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 1974, we began developing our network of U-Haul managed retail stores, through which we rent our trucks and trailers, self-storage rooms 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 as well as offer self-storage rooms through a network of approximately 1,600 Company operated retail moving stores and approximately 18,200 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 eMove® web site.

We believe U-Haul is the most convenient supplier of products and services addressing the needs of North America’s “do-it-yourself” moving and storage market. Our broad geographic coverage throughout the United States and Canada and our extensive selection of U-Haul brand moving equipment rentals, self-storage rooms, 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 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 subsidiary, 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

AMERCO and U-Haul are each incorporated in Nevada. U-Haul’s internet address is uhaul.com. On AMERCO’s investor relations web site, amerco.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, our proxy statement related to our annual meeting of stockholders, and any amendments to those reports or statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We also use our investor relations web site as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. All such filings on our web site 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, 2015, our rental fleet consisted of approximately 135,000 trucks, 107,000 trailers and 38,000 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 reduce the effort needed to move belongings. Our trucks are fitted with convenient, padded 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 AtticSM.

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. 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 fitted 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 and sensitive electronic equipment, as well as tape, security locks, and packing supplies. U-Haul brand boxes are specifically sized to make loading easier.

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 horse trailers. Each year, more than one million 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 nearly 1,100 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, 2015, we operate nearly 1,280 self-storage locations in North America, with over 491,000 rentable rooms comprising 44.2 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 rooms to protect temperature sensitive goods such as video tapes, albums, photographs and precious wood furniture.

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 a Moving Helper 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 anyone 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. 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 our web site, uhaul.com, the Company has aggregated the largest network of customers and independent businesses in the self-moving and self-storage industry. In particular, our Moving Helper program connects “do-it-yourself” movers with thousands of independent service providers across North America to assist our customers in packing, loading, unloading, cleaning, driving and performing other services.

Through the U-Haul Storage Affiliate Program, independent storage businesses can join the world’s largest self-storage reservation system. Self-storage customers making a reservation through uhaul.com 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 the registered trademarks or service marks “U-Haul®”, AMERCO®, In-Town®, eMove®”, “C.A.R.D.®”, “Safemove®”, “WebSelfStorage®”, “webselfstorage.com(SM)”, “uhaul.com®”, “Lowest Decks(SM)”, “Gentle Ride Suspension(SM)”, “Mom’s Attic®”, U-Box®”, Moving Help®”, “Safestor®, “U-Haul Investors Club™”, “uhaulinvestorsclub.com(SM)”, “U-Note™”, among others, for use in connection with the moving and storage business.

Description of Operating Segments

AMERCO’s three reportable segments are:

Financial information for each of our operating segments is included in the Notes to Consolidated Financial Statements as part of Item 8: Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

 


Moving and Storage Operating Segment

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 91.0%, 90.6% and 89.1% of consolidated net revenue in fiscal 2015, 2014 and 2013, respectively.

During fiscal 2015, the Company placed approximately 37,000 new trucks in service. These additions and replacements to the fleet were a combination of U-Haul manufactured vehicles and purchases. Typically as new trucks are added to the fleet the Company removes older trucks from the fleet. The total number of rental trucks in the fleet increased during fiscal 2015 as the pace of new additions was greater than those trucks removed for retirement and sale.

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 approximately 1,600 Company operated stores and approximately 18,200 independent dealers. Utilizing its proprietary reservations management system, the Company’s centers and dealers electronically report their inventory in real-time, which facilitates matching equipment to customer demand. Approximately 54% of all U-Move rental revenue originates from the Company operated centers.

At our owned and operated retail stores we are implementing new initiatives to improve customer service. These initiatives include 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, effective marketing of 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 employees with full-time jobs elsewhere) during our peak hours of operation.

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 rooms, 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 over 491,000 storage rooms, comprising 44.2 million square feet of storage space with locations in 49 states and 10 Canadian provinces. U-Haul’s owned and managed self-storage facility locations range in size up to 201,000 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 rooms 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 rooms, extended hours access, 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 affiliates provides pack and load help, cleaning help, self-storage and similar services all over North America. Our goal is to further utilize our web-based technology platform to increase service to consumers and businesses in the moving and storage market.

 


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 North America. Property and Casualty Insurance also underwrites components of the Safemove, Safetow, Safemove Plus 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 1.9%, 1.8% and 1.9% of consolidated net revenue in fiscal 2015, 2014 and 2013, 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 7.1%, 7.6% and 9.0% of consolidated net revenue in fiscal 2015, 2014 and 2013, respectively.

Employees

As of March 31, 2015, we employed nearly 25,400 people throughout North America with approximately 98% of these employees working within Moving and Storage and approximately 55% of these employees working on a part-time basis.

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 cameos of our rental fleet and boxes, 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 web sites.

A significant driver of U-Haul’s rental transaction volume is our utilization of an online reservation and sales system, through uhaul.com 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 are Avis Budget Group, Inc. and Penske Truck Leasing. Additionally, we have numerous competitors throughout North America who compete with us in the In-Town market.

The self-storage market is large and very 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., Extra Space Storage, Inc., Cubesmart and Sovran Self-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.

Recent Developments

Financial Strength Ratings

In May 2015, A.M. Best affirmed the financial strength rating for Oxford to A- (Excellent) with a stable outlook.

Financial Data of Segment and Geographic Areas

For financial data of our segments and geographic areas please see Note 21, Financial Information by Geographic Area and Note 21A, Consolidating Financial Information by Industry Segment to our Notes to Consolidated Financial Statements.

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K (“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 Exchange Act. Such statements may include, but are not limited to, estimates of capital expenditures, plans for future operations, products or services, financing needs and plans, our perceptions of our legal positions and anticipated outcomes of government investigations and pending litigation against us, liquidity, goals and strategies, plans for new business, storage occupancy, growth rate assumptions, pricing, costs, and access to capital and leasing markets the impact of our compliance with environmental laws and cleanup costs, our used vehicle disposition strategy, the sources and availability of funds for our rental equipment and self-storage expansion and replacement strategies and plans, our plan to expand our U-Haul storage affiliate program, that additional leverage can be supported by our operations and business, the availability of alternative vehicle manufacturers, our estimates of the residual values of our equipment fleet, our plans with respect to off-balance sheet arrangements, our plans to continue to invest in the U-Box program, the impact of interest rate and foreign currency exchange rate changes on our operations, the sufficiency of our capital resources and the sufficiency of capital of our insurance subsidiaries as well as assumptions relating to the foregoing. 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.

Item 1A. Risk Factors

The following discussion of risk factors should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and the Consolidated Financial Statements and related notes.  These risk factors may be important in understanding this Annual Report or elsewhere.

 


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. 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 affect on our results of operations.

The self-storage industry is large and highly 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 affect on 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. Development of new self-storage facilities is more difficult however, 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. We cannot assure you that we will be able to successfully compete in existing markets or expand into new markets.

We are highly leveraged.

As of March 31, 2015, we had total debt outstanding of $2,190.9 million and total undiscounted operating lease commitments of $201.5 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 other considerations:

Our ability to make payments on our debt and operating 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 operating leases, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. 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.

Economic conditions, including those related to the credit markets, may adversely affect our industry, business and results of operations.

The United States economy has undergone a period of slowdown and unprecedented volatility, which resulted in a recession.  It is difficult to gauge the pace of the economic recovery or if such recovery may stall or reverse course in the future.  Consumer and commercial spending is generally affected by the health of the economy, which places some of the factors affecting the success of our business beyond our control. Our industries, although not as traditionally cyclical as some, could experience significant downturns in connection with or in anticipation of, declines, or sustained lack of recovery, in general economic conditions. In times of declining consumer spending we may be driven, along with our competitors, to reduce pricing which would have a negative impact on gross profit.  We cannot predict if another downturn, or sustained lack of recovery, in the economy will occur, which could result in reduced revenues and working capital.

 


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, 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.

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 reducing 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 the 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 on the sale of equipment and decreases in cash flows from the sales of equipment.

We obtain our rental trucks from a limited number of manufacturers.

Over the last twenty years, we 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 chain. Also, it is possible that our suppliers may face financial difficulties or organizational changes which could negatively impact their ability to accept future orders or fulfill existing orders. The cost of acquiring new rental trucks could increase 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 relationship with these suppliers could have a material adverse effect on our business, financial condition or results of operations for an indefinite period of time.

We may not be able to effectively hedge against interest rate changes in our variable debt.

In certain instances, the Company seeks to manage its exposure to interest rate risk through the use of hedging instruments including interest rate swap agreements and forward swaps. We enter into these arrangements with counterparties that are significant financial institutions with whom we generally have other financial arrangements. We are exposed to credit risk should these counterparties not be able to perform on their obligations. Additionally, a failure on our part to effectively hedge against interest rate changes may adversely affect our financial condition and results of operations. We are required to record these financial instruments at their fair value. Changes in interest rates can significantly impact the valuation of the instruments resulting in non-cash changes to our financial position.

We are controlled by a small contingent of stockholders.

As of March 31, 2015, Edward J. Shoen, President and Chairman of the Board of AMERCO, James P. Shoen, and Mark V. Shoen collectively are the beneficial owners of 9,139,166 shares (approximately 46.6%) of the outstanding common stock of AMERCO. Edward J., James P. and Mark V. Shoen are brothers. In addition, Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosmarie T. Donovan (Trustee of the Shoen Irrevocable Trusts) and David L. Holmes (Successor Trustee of the Irrevocable “C” Trusts) (collectively, the “Reporting Persons”) are parties to a stockholder agreement dated, June 30, 2006, in which the Reporting Persons agreed to vote as one as provided in the agreement (the “Stockholder Agreement”).  Pursuant to the Stockholder Agreement, a collective 10,897,889 shares (approximately 55.6%) of the Company’s common stock are voted at the direction of a majority in interest of the Reporting Persons.  For additional information, refer to the Schedule 13Ds filed on July 13, 2006, March 9, 2007, June 26, 2009 and on May 1, 2013 with the SEC. In addition, 1,287,968 shares (approximately 6.6%) of the outstanding common stock of AMERCO are held by our Employee Savings and Employee Stock Ownership Trust.

 


As a result of their stock ownership and the Stockholder Agreement, Edward J. Shoen, Mark V. Shoen and James P. Shoen are in a position to significantly influence our business affairs and policies of the Company, including the approval of 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 the interests of the Reporting Persons will not conflict with the interests of our other stockholders. Furthermore, as a result of the Reporting Persons’ voting power, the Company is a “controlled company” as defined in the Nasdaq Listing Rules and, therefore, may avail itself of certain exemptions under the Nasdaq rules, regarding having a majority of independent directors and independent director oversight of executive compensation and director nominations.

We bear certain risks related to our notes receivable from SAC Holding and Private Mini.

At March 31, 2015, we held $106.9 million of notes receivable from SAC Holding and Private Mini Storage Realty, L.P. (“Private Mini”), which consist of junior unsecured notes. These entities are highly leveraged with significant indebtedness to others. If SAC Holding or Private Mini are unable to meet their obligations to their senior lenders, it could trigger a default of their obligations to us. In such an event of default, we could suffer a loss to the extent the value of the underlying collateral of SAC Holding and Private Mini is inadequate to repay their senior lenders and our junior unsecured notes. We cannot assure you that SAC Holding or Private Mini will not default on their loans to their senior lenders or that the value of their assets upon liquidation would be sufficient to repay us in full.

Our quarterly results of operations fluctuate due to seasonality and other factors associated with our industry.

Our 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 weakest, due to a greater potential for adverse weather conditions and other factors that are not necessarily seasonal. As a result, our operating results for any given quarterly period are not necessarily indicative of operating results for an entire year.

Our operations subject us to numerous environmental regulations and the possibility that environmental liability in the future could adversely affect our operations.

Compliance with environmental requirements of federal, state and local governments significantly 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 18, 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, we believe that 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 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 regulations or violations of existing or future regulations could have a material adverse effect on our operations and profitability.

Our truck and trailer rental business is subject to regulation by various federal, state and foreign governmental entities. Specifically, the U.S. Department of Transportation and various state and federal 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 and local laws and regulations relating to environmental protection and human health and safety. The failure to adhere to 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 regulations could substantially impair real property and equipment productivity and increase our costs. In addition, the Federal government may institute some regulation that limits carbon emissions by setting a maximum amount of carbon 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 industries.

Our operations can be limited by land-use regulations.  Zoning choices enacted by individual municipalities across North America may limit our ability to serve certain markets with our products and services.

A significant portion of our revenues are generated through third-parties.

Our business plan relies upon a network of independent dealers strategically placed throughout North America.  As of March 31, 2015 we had approximately 18,200 independent equipment rental dealers.  In fiscal 2015, approximately 46% of our equipment rental revenues were generated through this network.

Our inability to maintain this network or its current cost structure could inhibit our ability to adequately serve our customers and may negatively affect our results of operations and financial position.

We face liability risks associated with the operation of our rental fleet. 

The business of renting moving and storage equipment to customers exposes us to liability claims including property damage, personal injury and even death.  We seek to limit the occurrence of such events through the design of our equipment, communication of its proper use and exhaustive repair and maintenance schedules.  Regardless, accidents still occur and we manage the financial risk of these events through third party insurance carriers.   While these excess loss insurance policies are available today at reasonable costs, this could change and could negatively affect our results of operations and financial position.

Our ability to attract and retain qualified employees, and changes in laws or other labor issues could adversely affect our business and our results of operations.

The success of our business is predicated upon our workforce providing excellent customer service. Our ability to attract and retain this employee base may be inhibited due to prevailing wage rates, benefit costs and the adoption of new or revised employment and labor laws and regulations. Should this occur we may be unable to provide service in certain areas or we may experience significantly increased costs of labor that could adversely affect our results of operations and financial condition.

We are highly dependent upon our automated systems and the Internet for managing our business.

Our information systems are largely Internet-based, including our point-of-sale reservation system, payment processing and telephone systems.  While our reliance on this technology lowers our cost of providing service and expands our abilities to better serve customers, it exposes us to various risks including natural and man-made disasters and cyber-attacks.  We have put into place extensive security protocols, backup systems and alternative procedures to mitigate these risks.  However, disruptions or breaches, detected or undetected by us, for any period of time in any portion of these systems could adversely affect our results of operations and financial condition, inflict reputational damage and result in litigation with third parties.

 


A.M. Best financial strength ratings are crucial to our life insurance business.

In May 2015, A.M. Best affirmed the financial strength rating for Oxford and Christian Fidelity Life Insurance Company (“CFLIC”) to A- with a stable outlook and affirmed the financial strength rating for North American Insurance Company (“NAI”) of B++ with a stable outlook. 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.

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; primarily at Repwest and for Moving and Storage. 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 operation.

At December 31, 2014, Repwest reported $1.7 million of reinsurance recoverables, net of allowances and $120.9 million of reserves and liabilities ceded to reinsurers. Of this, Repwest’s largest exposure to a single reinsurer was $61.5 million.

Item 1B. Unresolved Staff Comments

To our knowledge, we have no unresolved staff comments as of March 31, 2015.

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 approximately 1,600 U-Haul retail centers of which 481 are managed for other owners, and operates 11 manufacturing and assembly facilities. We also operate 134 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

PODS Enterprises, Inc. v. U-Haul International, Inc.

On July 3, 2012, PODS Enterprises, Inc. (“PEI”), filed a lawsuit against U-Haul International, Inc. (“U-Haul”), in the United States District Court for the Middle District of Florida, Tampa Division, alleging (1) Federal Trademark Infringement under Section 32 of the Lanham Act, (2) Federal Unfair Competition under Section 43(a) of the Lanham Act, (3) Federal Trademark dilution by blurring in violation of Section 43(c) of the Lanham Act, (4) common law trademark infringement under Florida law, (5) violation of the Florida Dilution; Injury to Business Reputation statute, (6) unfair competition and trade practices, false advertising and passing off under Florida common law, (7) violation of the Florida Deceptive and Unfair Trade Practices Act, and (8) unjust enrichment under Florida law. 

The claims arose from U-Haul’s use of the word “pod” and “pods” as a generic term for its U-Box moving and storage product. PEI alleged that such use is an inappropriate use of its PODS mark.  Under the claims alleged in its Complaint, PEI sought a Court Order permanently enjoining U-Haul from: (1) the use of the PODS mark, or any other trade name or trademark confusingly similar to the mark; and (2) the use of any false descriptions or representations or committing any acts of unfair competition by using the PODS mark or any trade name or trademark confusingly similar to the mark. PEI also sought a Court Order (1) finding all of PEI’s trademarks valid and enforceable and (2) requiring U-Haul to alter all web pages to promptly remove the PODS mark from all websites owned or operated on behalf of U-Haul. Finally, PEI sought an award of damages in an amount to be proven at trial, but which are alleged to be approximately $70 million. PEI also sought prejudgment interest, trebled damages, and punitive damages.

 


U-Haul does not believe that PEI’s claims have merit and vigorously defended the lawsuit.  On September 17, 2012, U-Haul filed its Counterclaims, seeking a Court Order declaring that: (1) U-Haul’s use of the term “pods” or “pod” does not infringe or dilute PEI’s purported trademarks or violate any of PEI’s purported rights; (2) The purported mark “PODS” is not a valid, protectable, or registrable trademark; and (3) The purported mark “PODS PORTABLE ON DEMAND STORAGE” is not a valid, protectable, or registrable trademark. U-Haul also sought a Court Order cancelling the marks at issue in the case.

The case was tried to an 8-person jury, beginning on September 8, 2014. On September 19, 2014, the Court granted U-Haul’s motion for directed verdict on the issue of punitive damages.  The Court deferred ruling on U-Haul’s motion for directed verdict on its defense that the words “pod” and “pods” were generic terms for a container used for the moving and storage of goods at the time PEI obtained its trademark (“genericness defense”).  Closing arguments were on September 22, 2014.

On September 25, 2014, the jury returned a unanimous verdict, finding in favor of PEI and against U-Haul on all claims and counterclaims.  The jury awarded PEI $45 million in actual damages and $15.7 million in U-Haul’s alleged profits attributable to its use of the term “pod” or “pods”. 

On October 1, 2014, the Court ordered briefing on U-Haul’s oral motion for directed verdict on its genericness defense, the motion on which the Court had deferred ruling during trial.  Pursuant to the Court’s order, the parties’ briefing on that motion was completed by October 21, 2014.

On March 11, 2015, the Court denied U-Haul’s Renewed Motion for Directed Verdict, For Judgment as a Matter of Law, Or in the Alternative, Motion for a New Trial. Also on March 11, 2015, the Court entered Judgment on the jury verdict in favor of PEI and against U-Haul in the amount of $60.7 million.

The parties have filed a series of post-Judgment motions: 

On March 25, 2015, PEI filed a motion for an award of attorneys’ fees and expenses in the amount of $6.5 million, with supporting Affidavits.  On April 27, 2015, U-Haul filed its opposition brief to that motion. 

On March 25, 2015, PEI filed a Proposed Bill of Costs in the amount of $186,411.  On April 14, 2015, U-Haul filed an opposition to PEI’s proposed bill of costs.  On May 1, 2015, PEI filed an amended bill of costs, in the amount of $196,133.

On April 6, 2015, U-Haul filed, with PEI’s consent, a motion to stay execution of the Judgment, pending the trial court’s rulings on UHI’s post-Judgment motions.  That motion was supported by a supersedeas bond in the amount of $60.9 million, which represents 100% of the Judgment plus post-Judgment interest at the rate of 0.25% per year for 18 months. PEI and U-Haul both reserved the right to modify the amount of the bond in the event the Judgment is modified by the Court’s rulings on the parties’ post-Judgment motions (described below).  On April 7, 2015, the Court granted U-Haul’s motion on consent, staying the Judgment pending rulings on U-Haul’s post-Judgment motions.

On April 8, 2015, U-Haul filed its Renewed Motion for Judgment As Matter of Law, or in the Alternative, Motion for New Trial, or to Alter the Judgment.  U-Haul argued that it is entitled to judgment as a matter of law because even when all evidence is viewed in PEI’s favor, it was legally insufficient for the jury to find for PEI.  Alternatively, U-Haul argued that it is entitled to a new trial because the verdict is against the weight of the evidence. Alternatively, U-Haul argued that the Court should reduce the damages and profits award under principles of equity. On April, 27, 2015, PEI filed its opposition brief.

On April 8, 2015, PEI filed a Motion to Amend the Judgment pursuant to Fed. R. Civ. P. 59(e), in which it asked that the Judgment be amended to include (i) the entry of a permanent injunction, (ii) an award of pre-Judgment interest, in the amount of $4.9 million, (iii) an award of post-Judgment interest in the amount of $11,441 and continuing to accrue at the rate of 0.25% while the case proceeds, (iv) doubling of the damages award to $121.4 million, and (v) the entry of an order directing the Patent and Trademark Office to dismiss the cancellation proceedings that U-Haul filed, which sought cancellation of the PODS trademarks.  On April 27, 2015, U-Haul filed its opposition brief arguing, among other things, that (1) PEI is not entitled to recover double the windfall the jury incorrectly awarded it, (2) PEI is not entitled to the overreaching injunction it seeks, (3) PEI is not entitled to pre-judgment interest, (4) PEI has overstated the amount of post-Judgment interest to which it is entitled, and (5) PEI’s request that the Court order the Trademark Trial and Appeal Board to dismiss U-Haul’s cancellation proceeding is premature.

 


On April 9, 2015, U-Haul filed a protective Notice of Appeal.  We expect that this notice of appeal will be automatically stayed and will become effective upon the disposition of (1) U-Haul’s renewed motion for judgment or a new trial or alteration of the Judgment or (2) PEI’s motion to alter or amend the Judgment, whichever comes later.

During the fourth quarter of fiscal 2015 the Company recorded an accrual related to the PEI litigation resulting in an increase in operating expenses of $60.7 million.

Environmental

Compliance with environmental requirements of federal, state and local governments may significantly affect Real Estate’s business operations. Among other things, these requirements regulate the discharge of materials into the air, land and water and govern the use and disposal of hazardous substances. Real Estate is aware of issues regarding hazardous substances on some of its properties. Real Estate regularly makes capital and operating expenditures to stay in compliance with environmental laws and has put in place a remedial plan at each site where it believes such a plan is necessary. Since 1988, Real Estate has managed a testing and removal program for underground storage tanks.

Based upon the information currently available to Real Estate, compliance with the environmental laws and its share of the costs of investigation and cleanup of known hazardous waste sites are not expected to result in a material adverse effect on AMERCO’s financial position or results of operations.

Other

We are named as a defendant in various other litigation and claims arising out of the normal course of business. In management’s opinion, none of these other matters will individually have a material effect on our financial position and results of operations.

Item 4. Mine Safety Disclosure

Not applicable.

Part ii

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

As of May 1, 2015, there were approximately 3,200 holders of record of our common stock. We derived the number of our stockholders using internal stock ledgers and utilizing Mellon Investor Services Stockholder listings. AMERCO’s common stock is listed on the NASDAQ Global Select Market under the trading symbol “UHAL”.

The following table sets forth the high and the low sales price of the common stock of AMERCO for the periods indicated:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

 

High

 

Low

 

High

 

Low

First quarter

$

297.08

$

224.71

$

182.77

$

150.24

Second quarter

 

294.45

 

255.97

 

192.17

 

158.23

Third quarter

 

291.54

 

231.53

 

240.40

 

184.01

Fourth quarter

 

335.00

 

266.26

 

244.69

 

210.00

Dividends

AMERCO does not have a formal dividend policy. The Board periodically considers the advisability of declaring and paying dividends to common stockholders in light of existing circumstances.

On February 5, 2015, the Company declared a cash dividend on its Common Stock of $1.00 per share to holders of record on March 6, 2015. The dividend was paid on March 17, 2015.

On December 4, 2013, the Company declared a cash dividend on its Common Stock of $1.00 per share to holders of record on January 10, 2014.  The dividend was paid on February 14, 2014.

On November 7, 2012, the Company declared a cash dividend on its Common Stock of $5.00 per share to holders of record on November 19, 2012. The dividend was paid on November 30, 2012.

 


See Note 20, 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 AMERCO.

Performance Graph

The following graph compares the cumulative total stockholder return on the Company’s common stock for the period March 31, 2010 through March 31, 2015 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, 2010 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 NASDAQ on March 31, 2011, 2012, 2013, 2014 and 2015.

 

 

Fiscal years ended March 31:

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

AMERCO

$

100

$

179

$

197

$

338

$

454

$

648

Dow Jones US Total Market

 

100

 

113

 

122

 

134

 

152

 

164

Dow Jones US Transportation Average

 

100

 

121

 

120

 

143

 

173

 

200

 


Item 6.Selected Financial Data

The following selected financial data should be read in conjunction with the MD&A, and the Consolidated Financial Statements and related notes in this Annual Report.

Listed below is selected financial data for AMERCO and consolidated subsidiaries for each of the last five years:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

2012

 

2011

 

 

(In thousands, except share and per share data)

Summary of Operations:

 

 

 

 

 

 

 

 

 

 

Self-moving equipment rentals

$

2,146,391

$

1,955,423

$

1,767,520

$

1,678,256

$

1,547,015

Self-storage revenues

 

211,136

 

181,794

 

152,660

 

134,376

 

120,698

Self-moving and self-storage products and service sales

 

244,177

 

234,187

 

221,117

 

213,854

 

205,570

Property management fees

 

25,341

 

24,493

 

24,378

 

23,266

 

22,132

Life insurance premiums

 

156,103

 

157,919

 

178,115

 

277,562

 

206,992

Property and casualty insurance premiums

 

46,456

 

41,052

 

34,342

 

32,631

 

30,704

Net investment and interest income

 

84,728

 

79,591

 

82,903

 

73,552

 

62,745

Other revenue

 

160,199

 

160,793

 

97,552

 

78,530

 

55,503

Total revenues

 

3,074,531

 

2,835,252

 

2,558,587

 

2,512,027

 

2,251,359

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

1,479,409

 

1,313,674

 

1,193,934

 

1,115,126

 

1,046,850

Commission expenses

 

249,642

 

227,332

 

204,758

 

190,254

 

170,708

Cost of sales

 

146,072

 

127,270

 

107,216

 

116,542

 

106,024

Benefits and losses

 

158,760

 

156,702

 

180,676

 

320,191

 

200,513

Amortization of deferred policy acquisition costs

 

19,661

 

19,982

 

17,376

 

13,791

 

9,494

Lease expense

 

79,798

 

100,466

 

117,448

 

131,215

 

150,809

Depreciation, net of (gains) losses on disposals (b)

 

278,165

 

259,612

 

237,996

 

208,901

 

189,266

Total costs and expenses

 

2,411,507

 

2,205,038

 

2,059,404

 

2,096,020

 

1,873,664

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

663,024

 

630,214

 

499,183

 

416,007

 

377,695

Interest expense

 

(97,525)

 

(92,692)

 

(90,696)

 

(90,371)

 

(88,381)

Fees and amortization on early extinguishment of debt

 

(4,081)

 

 

 

 

Pretax earnings

 

561,418

 

537,522

 

408,487

 

325,636

 

289,314

Income tax expense

 

(204,677)

 

(195,131)

 

(143,779)

 

(120,269)

 

(105,739)

Net earnings

 

356,741

 

342,391

 

264,708

 

205,367

 

183,575

Less: Excess of redemption value over carrying value of preferred shares redeemed

 

 

 

 

(5,908)

 

(178)

Less:  Preferred stock dividends (a)

 

 

 

 

(2,913)

 

(12,412)

Earnings available to common shareholders

$

356,741

$

342,391

$

264,708

$

196,546

$

170,985

Basic and diluted earnings per common share

$

18.21

$

17.51

$

13.56

$

10.09

$

8.80

Weighted average common shares outstanding: Basic and diluted

 

19,586,633

 

19,558,758

 

19,518,779

 

19,476,187

 

19,432,781

Cash dividends declared and accrued Preferred stock (a)

$

$

$

$

2,913

$

12,412

Cash dividends declared and accrued Common stock

 

19,594

 

19,568

 

97,421

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

$

4,107,637

$

3,409,211

$

2,755,054

$

2,372,365

$

2,094,573

Total assets

 

6,872,175

 

5,998,978

 

5,306,601

 

4,654,051

 

4,191,433

Notes, loans and leases payable

 

2,190,869

 

1,942,359

 

1,661,845

 

1,486,211

 

1,397,842

Stockholders' equity

 

1,884,359

 

1,527,368

 

1,229,259

 

1,035,820

 

993,020

 

 

 

 

 

 

 

 

 

 

 

(a) Fiscal 2012 and 2011 reflect eliminations of $0.3 million and $0.6 million, respectively paid to affiliates.

(b) (Gains) losses were ($74.6) million, ($33.6) million, ($22.5) million, ($20.9) million and ($23.1) million for fiscal 2015, 2014, 2013, 2012 and 2011, respectively.

 

 


Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

We begin this MD&A with the overall strategy of AMERCO, 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 policies and 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 2015 compared with fiscal 2014, and for fiscal 2014 compared with fiscal 2013 which are followed by an analysis of 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. We conclude this MD&A by discussing our outlook for fiscal 2016.

This MD&A should be read in conjunction with the other sections of this Annual Report, including Item 1: Business, Item 6: Selected Financial Data and Item 8: 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.

AMERCO 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. Management believes that consolidating their calendar year into our fiscal year 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 2014, 2013 and 2012 correspond to fiscal 2015, 2014 and 2013 for AMERCO.

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 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 rooms 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 eMove 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 Segments

AMERCO’s three reportable segments are:

See Note 1, Basis of Presentation, Note 21, Financial Information by Geographic Area and Note 21A, Consolidating Financial Information by Industry Segment of the Notes to Consolidated Financial Statements included in Item 8: Financial Statements and Supplementary Data of this Annual Report.

 


Moving and Storage Operating Segment

Moving and Storage consists of the rental of trucks, trailers, portable moving and storage unit, 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 brand 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 is an online marketplace that connects consumers to Company 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, all over North America. Our goal is to further utilize our web-based technology platform to increase service to consumers and businesses in the moving and storage market.

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 across North America. Property and Casualty Insurance also underwrites components of the Safemove, Safetow, Safemove Plus and Safestor 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.

Critical Accounting Policies and Estimates

Our 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 financial statements. Note 3, Accounting Policies of the Notes to Consolidated Financial Statements in Item 8: Financial Statements and Supplementary Data in this Annual Report summarizes the significant accounting policies and methods used in the preparation of our 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.

In the following pages we have set forth, with a detailed description, the accounting policies 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; such differences may be material.

 


We also have other policies that we consider key accounting policies, 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 that we deem most critical to us, and involve the most difficult, subjective or complex judgments include the following:

Principles of Consolidation

We apply ASC 810 - Consolidation (“ASC 810”) in our principles of consolidation. ASC 810 addresses arrangements where a company does not hold a majority of the voting or similar interests of a variable interest entity (“VIE”). A company is required to consolidate a VIE if it has determined it is the primary beneficiary. ASC 810 also addresses the policy when a company owns a majority of the voting or similar rights and exercises effective control.

As promulgated by ASC 810, a VIE is not self-supportive due to having one or both of the following conditions: (i) it has an insufficient amount of equity for it to finance its activities without receiving additional subordinated financial support or (ii) its owners do not hold the typical risks and rights of equity owners. This determination is made upon the creation of a variable interest and is re-assessed on an on-going basis should certain changes in the operations of a VIE, or its relationship with the primary beneficiary trigger a reconsideration under the provisions of ASC 810. After a triggering event occurs the facts and circumstances are utilized in determining whether or not a company is a VIE, which other company(s) have a variable interest in the entity, and whether or not the company’s interest is such that it is the primary beneficiary.

We will continue to monitor our relationships with the other entities regarding who is the primary beneficiary, which could change based on facts and circumstances of any reconsideration events.

Recoverability of Property, Plant and Equipment

Our Property, plant and equipment is stated at cost. Interest expense incurred during the initial construction of buildings and rental equipment is considered part of cost. Depreciation is computed for financial reporting purposes using the straight-line or an accelerated method based on a declining balance formula over the following estimated useful lives: rental equipment 2-20 years and buildings and non-rental equipment 3-55 years. We follow the deferral method of accounting based on ASC 908 - Airlines for major overhauls in which engine and transmission overhauls are currently capitalized and amortized over three years. Routine maintenance costs are charged to operating expense as they are incurred. Gains and losses on dispositions of property, plant and equipment are netted against depreciation expense when realized. Equipment depreciation is recognized in amounts expected to result in the recovery of estimated residual values upon disposal, i.e., minimize gains or losses. In determining the depreciation rate, historical disposal experience, holding periods and trends in the market for vehicles are reviewed.

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 or that the useful life of assets are shorter or longer than originally estimated. Reductions in residual values (i.e., the price at which we ultimately expect to dispose of revenue earning equipment) or useful lives will result in an increase in depreciation expense over the remaining life of the equipment. 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, the net book value of the assets is depreciated over the newly determined remaining useful lives.

 


Management determined that additions to the fleet resulting from purchases should be depreciated on an accelerated method based upon a declining formula. Under the declining balances method (2.4 times declining balance), the book value of a rental truck is reduced by approximately 16%, 13%, 11%, 9%, 8%, 7%, and 6% during years one through seven, respectively, and then reduced on a straight line basis to a salvage value of 20% by the end of year fifteen. Beginning in October 2012, new purchased rental equipment subject to this depreciation schedule is depreciated to a salvage value of 15%. Comparatively, a standard straight line approach would reduce the book value by approximately 5.7% per year over the life of the truck. In fiscal 2015, we recorded $3.2 million of depreciation expense associated with the extension of the useful lives of rental equipment.

Although we intend to sell our used vehicles for prices approximating book value, the extent to which we realize a gain or loss on the sale of used vehicles is dependent upon various factors including but not limited to, the general state of the used vehicle market, the age and condition of the vehicle at the time of its disposal and the depreciation rates with respect to the vehicle. We typically sell our used vehicles at our sales centers throughout North America, on our web site at uhaul.com/trucksales or by phone at 1-866-404-0355. Additionally, we sell a large portion of our pickup and cargo van fleet at automobile dealer auctions.

Insurance Reserves

Liabilities for life insurance and certain annuity and health policies are established to meet the estimated future obligations of policies in force, and are based on mortality, morbidity and withdrawal assumptions from recognized actuarial tables which contain margins for adverse deviation. In addition, liabilities for health, disability and other policies include estimates of payments to be made on insurance claims for reported losses and estimates of losses incurred, but not yet reported. Liabilities for annuity contracts consist of contract account balances that accrue to the benefit of the policyholders.

Insurance reserves for Property and Casualty Insurance and U-Haul take into account losses incurred based upon actuarial estimates and are management’s best approximation of future payments.  These estimates are based upon past claims experience and current claim trends as well as social and economic conditions such as changes in legal theories and inflation.  These reserves consist of case reserves for reported losses and a provision for losses incurred but not reported (“IBNR”), both reduced by applicable reinsurance recoverables, resulting in a net liability.

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:

We have reserved each claim based upon the accumulation of current claim costs projected through each claimants life expectancy, and then adjusted for applicable reinsurance arrangements.  Management reviews each claim bi-annually 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 IBNR liability.  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.

Impairment of Investments

Investments are evaluated pursuant to guidance contained in ASC 320 - Investments - Debt and Equity Securities to determine if and when a decline in market value below amortized cost is other-than-temporary. Management makes certain assumptions or judgments in its assessment including but not limited to: our ability and intent to hold the security, quoted market prices, dealer quotes or discounted cash flows, industry factors, financial factors, and issuer specific information such as credit strength. Other-than-temporary impairment in value is recognized in the current period operating results. There were no write downs in fiscal 2015, 2014 and 2013, respectively.

Income Taxes

AMERCO files a consolidated tax return with all of its legal subsidiaries.

Our tax returns are periodically reviewed by various taxing authorities. The final outcome of these audits may cause changes that could materially impact our financial results.

Fair Values

Fair values of cash equivalents approximate carrying value due to the short period of time to maturity. Fair values of short term investments, investments available-for-sale, long term investments, mortgage loans and notes on real estate, and interest rate swap contracts are based on quoted market prices, dealer quotes or discounted cash flows. Fair values of trade receivables approximate their recorded value.

Our financial instruments that are exposed to concentrations of credit risk consist primarily of temporary cash investments, trade receivables, reinsurance recoverables and notes receivable. Limited credit risk exists on trade receivables due to the diversity of our customer base and their dispersion across broad geographic markets. We place our temporary cash investments with financial institutions and limit the amount of credit exposure to any one financial institution.

We have mortgage receivables, which potentially expose us to credit risk. The portfolio of notes is principally collateralized by self-storage facilities and commercial properties. We have not experienced any material losses related to the notes from individual or groups of notes in any particular industry or geographic area. The estimated fair values were determined using the discounted cash flow method and using interest rates currently offered for similar loans to borrowers with similar credit ratings.

The carrying amount of long term debt and short term borrowings are estimated to approximate fair value as the actual interest rate is consistent with the rate estimated to be currently available for debt of similar term and remaining maturity.

Other investments including short term investments are substantially current or bear reasonable interest rates. As a result, the carrying values of these financial instruments approximate fair value.

Financial Strength Ratings

In May 2015, A.M. Best affirmed the financial strength rating for Oxford to A- (Excellent) with a stable outlook.

Adoption of New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, an updated standard on revenue recognition. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The standard requires expanded disclosure surrounding revenue recognition. Early application is not permitted. The standard is effective for fiscal periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

 


In March 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The guidance is effective for interim periods and annual period beginning after December 15, 2015; however early adoption is permitted. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

From time to time, new accounting pronouncements are issued by the FASB or the SEC that are adopted by the Company as of the specified effective date. Unless otherwise discussed, these ASU’s entail technical corrections to existing guidance or affect guidance related to specialized industries or entities and therefore will have minimal, if any, impact on our financial position or results of operations upon adoption.

AMERCO and Consolidated Subsidiaries

Fiscal 2015 Compared with Fiscal 2014

Listed below, on a consolidated basis, are revenues for our major product lines for fiscal 2015 and fiscal 2014:

 

 

Year Ended March 31,

 

 

2015

 

2014

 

 

(In thousands)

Self-moving equipment rentals

$

2,146,391

$

1,955,423

Self-storage revenues

 

211,136

 

181,794

Self-moving and self-storage products and service sales

 

244,177

 

234,187

Property management fees

 

25,341

 

24,493

Life insurance premiums

 

156,103

 

157,919

Property and casualty insurance premiums

 

46,456

 

41,052

Net investment and interest income

 

84,728

 

79,591

Other revenue

 

160,199

 

160,793

Consolidated revenue

$

3,074,531

$

2,835,252

Self-moving equipment rental revenues increased $191.0 million for fiscal 2015, compared with fiscal 2014During fiscal 2015 we continued to broaden our retail distribution network through the expansion of our independent dealer network combined with the acquisition and development of new Company owned and operated locations.  Our rental equipment fleet expanded as we increased the number of trucks, trailers and towing devices available for customer use.  These initiatives, in tandem with our continued focus improving the rental process through the use of technology resulted in our ability to facilitate the increase in both our In-Town and one-way rental transactions.  These additional transactions account for the majority of the improvement in revenues during fiscal 2015.    

Self-storage revenues increased $29.3 million for fiscal 2015, compared with fiscal 2014.  The improvement in revenue comes from an increase in the number of rooms rented at both new and existing locations along with an improvement in overall rental rates across our portfolio.  During fiscal 2015, we added approximately 2.1 million net rentable square feet or nearly a 12% increase, with approximately 0.7 million of that coming during the fourth quarter.  Meanwhile, the average monthly amount of occupied square feet increased by 13% compared with fiscal 2014.

Sales of self-moving and self-storage products and services increased $10.0 million for fiscal 2015, compared with fiscal 2014.  We earned increases from the sale of moving supplies, towing accessories and installation.

Life insurance premiums decreased $1.8 million for fiscal 2015, compared with fiscal 2014, primarily attributable to reduced life and Medicare supplement premiums.

Property and casualty insurance premiums increased $5.4 million for fiscal 2015, compared with fiscal 2014, primarily from policies sold in conjunction with U-Haul rental transactions. As moving transactions increased this year so did the sales of insurance products related to these transactions.

 


Net investment and interest income increased $5.1 million for fiscal 2015, compared with fiscal 2014Increases at our Life Insurance and Property and Casualty Insurance segments were due to a larger invested asset base along with realized gains.  Conversely, interest income from Moving and Storage has decreased since SAC Holdings and Private Mini repaid a combined $29.1 million of their junior note debt due to the Company in October 2014. 

Other revenue decreased $0.6 million for fiscal 2015, compared with fiscal 2014 due in large part to our U-Box program performing below expectations.

As a result of the items mentioned above, revenues for AMERCO and its consolidated entities were $3,074.5 million for fiscal 2015 as compared with $2,835.3 million for fiscal 2014.

Listed below are revenues and earnings from operations at each of our operating segments for fiscal 2015 and 2014. The insurance companies’ years ended December 31, 2014 and 2013.

 

 

Year Ended March 31,

 

 

2015

 

2014

 

 

(In thousands)

Moving and storage

 

 

 

 

Revenues

$

2,800,438

$

2,571,950

Earnings from operations before equity in earnings of subsidiaries

 

610,430

 

584,681

Property and casualty insurance 

 

 

 

 

Revenues

 

59,275

 

51,644

Earnings from operations

 

23,477

 

19,332

Life insurance  

 

 

 

 

Revenues

 

219,656

 

215,528

Earnings from operations

 

29,755

 

26,671

Eliminations

 

 

 

 

Revenues

 

(4,838)

 

(3,870)

Earnings from operations before equity in earnings of subsidiaries

 

(638)

 

(470)

Consolidated Results

 

 

 

 

Revenues

 

3,074,531

 

2,835,252

Earnings from operations

 

663,024

 

630,214

Total costs and expenses increased $206.5 million for fiscal 2015 as compared with fiscal 2014. The Moving and Storage operating segment accounted for $202.7 million of the total increase for fiscal 2015 as compared with fiscal 2014. Operating expenses increased $165.7 million primarily from spending on personnel, rental equipment maintenance and operating costs associated with the U-Box program. Commission expenses increased in relation to the associated revenues. Depreciation expense, net, increased $18.6 million while lease expense decreased $20.7 million as a result of the Company’s continued focus in financing new equipment on the balance sheet versus through operating leases. During the fourth quarter of fiscal 2015 the Company recorded an accrual related to the PEI litigation resulting in an increase in operating expenses of $60.7 million.

As a result of the above mentioned changes in revenues and expenses, earnings from operations increased to $663.0 million for fiscal 2015, compared with $630.2 million for fiscal 2014.

Interest expense for fiscal 2015 was $97.5 million, compared with $92.7 million for fiscal 2014 due to an increase in average borrowings partially offset by a decrease in average borrowing costs.  In addition, we incurred costs associated with the early extinguishment of debt during the second quarter of fiscal 2015, which included $3.8 million of fees and $0.3 million of transaction cost amortization related to defeased debt.

Income tax expense was $204.7 million for fiscal 2015, compared with $195.1 million for fiscal 2014. The increase was due to higher pretax earnings for fiscal 2015.

As a result of the above mentioned items, earnings available to common shareholders were $356.7 million for fiscal 2015, compared with $342.4 million for fiscal 2014.

Basic and diluted earnings per common share for fiscal 2015 were $18.21, compared with $17.51 for fiscal 2014.

 


The weighted average common shares outstanding basic and diluted were 19,586,633 for fiscal 2015, compared with 19,558,758 for fiscal 2014.

Fiscal 2014 Compared with Fiscal 2013

Listed below, on a consolidated basis, are revenues for our major product lines for fiscal 2014 and fiscal 2013:

 

 

Year Ended March 31,

 

 

2014

 

2013

 

 

(In thousands)

Self-moving equipment rentals

$

1,955,423

$

1,767,520

Self-storage revenues

 

181,794

 

152,660

Self-moving and self-storage products and service sales

 

234,187

 

221,117

Property management fees

 

24,493

 

24,378

Life insurance premiums

 

157,919

 

178,115

Property and casualty insurance premiums

 

41,052

 

34,342

Net investment and interest income

 

79,591

 

82,903

Other revenue

 

160,793

 

97,552

        Consolidated revenue

$

2,835,252

$

2,558,587

Self-moving equipment rental revenues increased $187.9 million for fiscal 2014, compared with fiscal 2013. The convenience provided to our customers through additional company operated locations and our growing independent dealer network, combined with the expansion of the equipment rental fleet contributed to the increase in rental transactions. An increase in both In-Town and one-way transactions across our truck, trailer and towing device fleets is resulting in the growth in revenues Our focus continues to be on improving the rental experience for our customers through the availability of equipment, convenient access to rental locations and ease of the rental process.

Self-storage revenues increased $29.1 million for fiscal 2014, compared with fiscal 2013.  Average monthly occupancy for fiscal 2014 increased by 2.1 million square feet compared with fiscal 2013.  These occupancy gains came from a combination of improvements at existing locations as well as the acquisition of new facilities.  During fiscal 2014 we added approximately 2.1 million net rentable square feet.

Sales of self-moving and self-storage products and services increased $13.1 million for fiscal 2014, compared with fiscal 2013.  We earned increases from the sale of moving supplies, towing accessories and installation as well as propane.

Life insurance premiums decreased $20.2 million for fiscal 2014, compared with fiscal 2013, primarily attributable to decreases in life insurance premiums and Medicare supplement premiums.

Property and casualty insurance premiums increased $6.7 million for fiscal 2014, compared with fiscal 2013 primarily from policies sold in conjunction with U-Haul rental transactions. As moving transactions increased this year so did the sales of insurance products related to these transactions.

Net investment and interest income decreased $3.3 million for fiscal 2014, compared with fiscal 2013.  Increases at Life Insurance from a larger invested asset base were more than offset by a decrease in gains related to the Company’s mortgage loan portfolio. 

Other revenue increased $63.2 million for fiscal 2014, compared with fiscal 2013, primarily from the expansion of new business initiatives including our U-Box program.

As a result of the items mentioned above, revenues for AMERCO and its consolidated entities were $2,835.3 million for fiscal 2014 as compared with $2,558.6 million for fiscal 2013.

 


Listed below are revenues and earnings from operations at each of our operating segments for fiscal 2014 and 2013. The insurance companies’ years ended December 31, 2013 and 2012.

 

 

Year Ended March 31,

 

 

2014

 

2013

 

 

(In thousands)

Moving and storage

 

 

 

 

Revenues

$

2,571,950

$

2,282,342

Earnings from operations before equity in earnings of subsidiaries

 

584,681

 

462,328

Property and casualty insurance 

 

 

 

Revenues

 

51,644

 

48,200

Earnings from operations

 

19,332

 

14,194

Life insurance  

 

 

 

Revenues

 

215,528

 

231,490

Earnings from operations

 

26,671

 

22,955

Eliminations

 

 

 

Revenues

 

(3,870)

 

(3,445)

Earnings from operations before equity in earnings of subsidiaries

 

(470)

 

(294)

Consolidated Results

 

 

 

Revenues

 

2,835,252

 

2,558,587

Earnings from operations

 

630,214

 

499,183

Total costs and expenses increased $145.6 million for fiscal 2014 as compared to fiscal 2013. Life Insurance decreased $19.7 million primarily due to reduced reserves and declines in Medicare supplement benefits.

Total costs and expenses at Moving and Storage increased $167.3 million for fiscal 2014 as compared to fiscal 2013. Operating expenses increased $120.0 million primarily from spending on personnel, rental equipment maintenance and operating costs associated with the U-Box program. Commission expenses increased in relation to the associated revenues. Depreciation expense, net, increased $21.6 million while lease expense decreased $17.0 million as a result of the Company’s continued focus in financing new equipment on the balance sheet versus through operating leases.

As a result of the above mentioned changes in revenues and expenses, earnings from operations increased to $630.2 million for fiscal 2014, compared with $499.2 million for fiscal 2013.

Interest expense for fiscal 2014 was $92.7 million, compared with $90.7 million for fiscal 2013 due to an increase in average borrowings partially offset by a decrease in average borrowing costs.

Income tax expense was $195.1 million for fiscal 2014, compared with $143.8 million for fiscal 2013. The increase was due to higher pretax earnings for fiscal 2014.

As a result of the above mentioned items, earnings available to common shareholders were $342.4 million for fiscal 2014, compared with $264.7 million for fiscal 2013.

Basic and diluted earnings per common share for fiscal 2014 were $17.51, compared with $13.56 for fiscal 2013.

The weighted average common shares outstanding basic and diluted were 19,558,758 for fiscal 2014, compared with 19,518,779 for fiscal 2013.

 


Moving and Storage

Fiscal 2015 Compared with Fiscal 2014

Listed below are revenues for the major product lines at Moving and Storage for fiscal 2015 and fiscal 2014:

 

 

Year Ended March 31,

 

 

2015

 

2014

 

 

(In thousands)

Self-moving equipment rentals

$

2,149,986

$

1,958,209

Self-storage revenues

 

211,136

 

181,794

Self-moving and self-storage products and service sales

 

244,177

 

234,187

Property management fees

 

25,341

 

24,493

Net investment and interest income

 

13,644

 

15,212

Other revenue

 

156,154

 

158,055

Moving and Storage revenue

$

2,800,438

$

2,571,950

Self-moving equipment rental revenues increased $191.8 million for fiscal 2015, compared with fiscal 2014.  During fiscal 2015 we continued to broaden our retail distribution network through the expansion of our independent dealer network combined with the acquisition and development of new Company owned and operated locations.  Our rental equipment fleet expanded as we increased the number of trucks, trailers and towing devices available for customer use.  These initiatives, in tandem with our continued focus on improving the rental process through the use of technology resulted in our ability to facilitate the increase in both our In-Town and one-way rental transactions.  These additional transactions account for the majority of the improvement in revenues during fiscal 2015.

Self-storage revenues increased $29.3 million for fiscal 2015, compared with fiscal 2014. The improvement in revenue comes from an increase in the number of rooms rented at both new and existing locations along with an improvement in overall rental rates across our portfolio.  During fiscal 2015, we added approximately 2.1 million net rentable square feet or nearly a 12% increase, with approximately 0.7 million of that coming during the fourth quarter.  Meanwhile, the average monthly amount of occupied square feet increased by 13% compared with fiscal 2014.

Sales of self-moving and self-storage products and services increased $10.0 million for fiscal 2015, compared with fiscal 2014.  We earned increases from the sale of moving supplies, towing accessories and installation.

Net investment and interest income decreased $1.6 million for fiscal 2015, compared with fiscal 2014SAC Holdings and Private Mini repaid a combined $29.1 million of their junior note debt due to the Company in October 2014 resulting in reduced interest income earned by the Company.

Other revenue decreased $1.9 million for fiscal 2015, compared with fiscal 2014 due in large part to our U-Box program performing below expectations.

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,

 

 

2015

 

2014

 

(In thousands, except occupancy rate)

Room count as of March 31

 

232

 

207

Square footage as of March 31

 

20,318

 

18,164

Average monthly number of rooms occupied

 

180

 

160

Average monthly occupancy rate based on room count

 

81.7%

 

80.5%

Average monthly square footage occupied

 

16,021

 

14,148

 


Total costs and expenses increased $202.7 million for fiscal 2015 as compared with fiscal 2014. Operating expenses increased $163.7 million primarily from spending on personnel, rental equipment maintenance and operating costs associated with the U-Box program. Commission expenses increased in relation to the associated revenues. Depreciation expense increased $59.6 million and gains from the disposal of property, plant and equipment increased by $41.1 million. Lease expense decreased $20.7 million as a result of the Company’s continued focus towards financing new equipment on the balance sheet versus through operating leases. During the fourth quarter of fiscal 2015 the Company recorded an accrual related to the PEI litigation resulting in an increase in operating expenses of $60.7 million.

As a result of the above mentioned changes in revenues and expenses, earnings from operations for Moving and Storage before consolidation of the equity in the earnings of the insurance subsidiaries increased to $610.4 million for fiscal 2015 as compared with $584.7 million for fiscal 2014.

Equity in the earnings of AMERCO’s insurance subsidiaries increased $4.8 million for fiscal 2015, compared with fiscal 2014.

As a result of the above mentioned changes in revenues and expenses, earnings from operations increased to $645.2 million for fiscal 2015, compared with $614.7 million for fiscal 2014.

Fiscal 2014 Compared with Fiscal 2013

Listed below are revenues for the major product lines at Moving and Storage for fiscal 2014 and fiscal 2013:

 

 

Year Ended March 31,

 

 

2014

 

2013

 

 

(In thousands)

Self-moving equipment rentals

$

1,958,209

$

1,769,058

Self-storage revenues

 

181,794

 

152,660

Self-moving and self-storage products and service sales

 

234,187

 

221,117

Property management fees

 

24,493

 

24,378

Net investment and interest income

 

15,212

 

18,622

Other revenue

 

158,055

 

96,507

Moving and Storage revenue

$

2,571,950

$

2,282,342

Self-moving equipment rental revenues increased $189.2 million for fiscal 2014, compared with fiscal 2013. The convenience provided to our customers through additional company operated locations and our expanding independent dealer network, combined with the expansion of the equipment rental fleet contributed to the increase in rental transactions.  An increase in both In-Town and one-way transactions across our truck, trailer and towing device fleets resulted in the growth in revenues. Our focus continues to be on improving the rental experience for our customers through the availability of equipment, convenient access to rental locations and ease of the rental process.

Self-storage revenues increased $29.1 million for fiscal 2014, compared with fiscal 2013.  Average monthly occupancy for fiscal 2014 increased by 2.1 million square feet compared with fiscal 2013.  These occupancy gains came from a combination of improvements at existing locations as well as the acquisition of new facilities.  During fiscal 2014 we added approximately 2.1 million net rentable square feet.

Sales of self-moving and self-storage products and services increased $13.1 million for fiscal 2014, compared with fiscal 2013.  We earned increases from the sale of moving supplies, towing accessories and installation as well as propane.

Net investment and interest income decreased $3.4 million for fiscal 2014, compared with fiscal 2013.  Gains from mortgage loan holdings and interest income related to the SAC Holdings notes declined compared with the same period last year. In June 2013, SAC Holdings made a $10.4 million payment to AMERCO reducing its total outstanding obligations to the Company. 

Other revenue increased $61.5 million for fiscal 2014, compared with fiscal 2013, primarily from the expansion of new business initiatives including our U-Box program.

 


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,

 

 

2014

 

2013

 

 

(In thousands, except occupancy rate)

Room count as of March 31

 

207

 

186

Square footage as of March 31

 

18,164

 

16,034

Average monthly number of rooms occupied

 

160

 

139

Average monthly occupancy rate based on room count

 

80.5%

 

78.7%

Average monthly square footage occupied

 

14,148

 

11,999

Total costs and expenses increased $167.3 million for fiscal 2014 as compared to fiscal 2013. Operating expenses increased $120.0 million primarily from spending on personnel, rental equipment maintenance and operating costs associated with the U-Box program. Commission expenses increased in relation to the associated revenues. Depreciation expense increased $32.7 million and gains from the disposal of property, plant and equipment increased by $11.1 million. Lease expense decreased $17.0 million as a result of the Company’s continued focus towards financing new equipment on the balance sheet versus through operating leases.

As a result of the above mentioned changes in revenues and expenses, earnings from operations for Moving and Storage before consolidation of the equity in the earnings of the insurance subsidiaries increased to $584.7 million for fiscal 2014 as compared with $462.3 million for fiscal 2013.

Equity in the earnings of AMERCO’s insurance subsidiaries increased $5.8 million for fiscal 2014, compared with fiscal 2013.

As a result of the above mentioned changes in revenues and expenses, earnings from operations increased to $614.7 million for fiscal 2014, compared with $486.6 million for fiscal 2013.

Property and Casualty Insurance

2014 Compared with 2013

Net premiums were $46.5 million and $41.1 million for the years ended December 31, 2014 and 2013, respectively. A significant portion of Repwest’s premiums are from policies sold in conjunction with U-Haul rental transactions. The premium growth corresponded with the increased moving and storage transactions at U-Haul.

Net investment income was $12.8 million and $10.6 million for the years ended December 31, 2014 and 2013, respectively. The increase was due to a $0.3 million gain on disposals in 2014, $0.4 million in real estate rental income and a $1.4 million increase in fixed maturity income due to an increase in invested assets.

Net operating expenses were $24.8 million and $20.8 million for the years ended December 31, 2014 and 2013, respectively. The increase was primarily due to a $3.7 million increase in commission expense.

Benefits and losses incurred were $11.0 million and $11.5 million for the years ended December 31, 2014 and 2013, respectively. 

As a result of the above mentioned changes in revenues and expenses, pretax earnings from operations were $23.5 million and $19.3 million for the years ended December 31, 2014 and 2013, respectively.

Property and Casualty Insurance

2013 Compared with 2012

Net premiums were $41.1 million and $34.3 million for the years ended December 31, 2013 and 2012, respectively. A significant portion of Repwest’s premiums are from policies sold in conjunction with U-Haul rental transactions. The premium growth corresponded with the increased moving and storage transactions at U-Haul.

 


Net investment income was $10.6 million and $13.9 million for the years ended December 31, 2013 and 2012, respectively. The decrease was primarily due to a gain from our mortgage loan portfolio in 2012.

Net operating expenses were $20.8 million and $18.0 million for the years ended December 31, 2013 and 2012, respectively. The increase was a result of an increase in commission expense offset by a charge related to a reinsurance contract in 2012 and an increase in loss adjusting fee income.

Benefits and losses incurred were $11.5 million and $16.0 million for the years ended December 31, 2013 and 2012, respectively. The decrease was primarily due to favorable loss development in the additional liability line of business.

As a result of the above mentioned changes in revenues and expenses, pretax earnings from operations were $19.3 million and $14.2 million for the years ended December 31, 2013 and 2012, respectively.

Life Insurance

2014 Compared with 2013

Net premiums were $156.1 million and $157.9 million for the years ended December 31, 2014 and 2013, respectively. Medicare supplement premiums decreased by $2.4 million due to a reduction in the in force business offset by new sales. Medicare Supplement first year premiums were $9.4 million, or a $6.4 million increase above prior year.  Other product lines experienced a $0.6 million increase.  Annuity deposits, which are accounted for on our balance sheet as deposits rather than premiums, decreased by $16.9 million. 

Net investment income was $59.1 million and $54.4 million for the years ended December 31, 2014 and 2013, respectively. Investment income increased $3.8 million due to a larger invested asset base while approximately $0.8 million came from realized gains.

Net operating expenses were $22.5 million and $23.7 million for the years ended December 31, 2014 and 2013, respectively. The variance was due to a reduction in commission expenses on declining earned premiums.

Benefits and losses incurred were $147.8 million and $145.2 million for the years ended December 31, 2014 and 2013, respectively. Life benefits increased $2.5 million resulting from higher mortality exposure. Medicare supplement benefits decreased $1.1 million from a reduction in the in force on the existing blocks offset by the increased benefits from new sales. Annuity benefits decreased $1.3 million due to the reserve reduction in single premium annuities and guaranteed life withdrawal benefit rider. Supplementary contract payments increased $0.2 million. Increase in interest credited to policyholders was $2.2 million as a result of a larger annuity account value

Amortization of deferred acquisition costs (“DAC”), sales inducement asset (“SIA”) and the value of business acquired (“VOBA”) was $19.7 million and $20.0 million for the years ended December 31, 2014 and 2013, respectively.   

As a result of the above mentioned changes in revenues and expenses, pretax earnings from operations were $29.8 million and $26.7 million for the year ended December 31, 2014 and 2013, respectively.

Life Insurance

2013 Compared with 2012

Net premiums were $157.9 million and $178.1 million for the year ended December 31, 2013 and 2012, respectively.  The most significant factors contributing to the decline included a decrease in sales of new single premium whole life polies and immediate annuities combined with a reduction in Medicare supplement policies in force. 

Net investment income was $54.4 million and $50.9 million for the year ended December 31, 2013 and 2012, respectively. There was an increase of investment income due to a larger invested asset base.

 


Net operating expenses were $23.7 million and $26.5 million for the year ended December 31, 2013 and 2012, respectively. The variance is primarily due to a reduced Medicare supplement and single premium immediate annuity commissions resulting from policy decrements in Medicare supplement and discontinued sales of immediate annuity product.

Benefits and losses incurred were $145.2 million and $164.7 million for the year ended December 31, 2013 and 2012, respectively. Declining sales of single premium whole policies and a reduction of in-force Medicare supplement policies, combined with improving loss ratios were the largest contributors to the decline in benefits.  Partially offsetting these decreases was additional interest credited to policyholder annuity accounts as a result of the accumulation of annuity deposits. 

Amortization of DAC, SIA and VOBA was $20.0 million and $17.4 million for the year ended December 31, 2013 and 2012, respectively. The increase over the prior year was primarily a result of increased amortization of annuity DAC and SIA from increased in force business along with amortization from legacy reinsured annuity blocks. 

As a result of the above mentioned changes in revenues and expenses, pretax earnings from operations were $26.7 million and $23.0 million for the year ended December 31, 2013 and 2012, 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 for the foreseeable future. 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.

At March 31, 2015, cash and cash equivalents totaled $441.9 million, compared with $495.1 million on March 31, 2014. The assets of our insurance subsidiaries are generally unavailable to fulfill the obligations of non-insurance operations (AMERCO, U-Haul and Real Estate). As of March 31, 2015 (or as otherwise indicated), cash and cash equivalents, other financial assets (receivables, short-term investments, other investments, fixed maturities, 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

$

431,873

$

8,495

$

1,482

Other financial assets

 

197,678

 

418,171

 

1,299,233

Debt obligations

 

2,190,869

 

 

 

 

 

 

 

 

 

(a) As of December 31, 2014

 

 

 

 

 

 

At March 31, 2015, Moving and Storage had available borrowing capacity under existing credit facilities of $130.0 million.

A summary of our consolidated cash flows for fiscal 2015, 2014 and 2013 is shown in the table below:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

Net cash provided by operating activities

$

808,190

$

709,504

$

661,530

Net cash used by investing activities

 

(825,229)

 

(845,753)

 

(712,213)

Net cash provided (used) by financing activities

 

(25,461)

 

167,794

 

157,783

Effects of exchange rate on cash

 

(10,762)

 

(177)

 

(536)

Net cash flow

 

(53,262)

 

31,368

 

106,564

Cash at the beginning of the period

 

495,112

 

463,744

 

357,180

Cash at the end of the period

$

441,850

$

495,112

$

463,744

 


Net cash provided by operating activities increased $98.7 million in fiscal 2015, compared with fiscal 2014, primarily from improving revenues along with an increase of $28.8 million of note repayments from SAC Holdings and Private Mini. These were partially offset by a $56.7 million increase in income tax payments. 

Net cash used in investing activities decreased $20.5 million in fiscal 2015, compared with fiscal 2014. Purchases of property, plant and equipment, which are reported net of cash from sale and lease-back transactions, increased $222.5 million. Cash provided from the sales of property, plant and equipment increased $141.6 million largely due to an increase in truck sales. Life Insurance had a decrease in net cash used for investing of $26.6 million due to a decline in new annuity deposits.

Net cash used by financing activities increased $193.3 million in fiscal 2015, as compared with fiscal 2014 primarily driven by an increase in repayments of debt and capital leases of $368.8 million, offset by an increase in borrowings of $226.5 million. Net annuity deposits at Life Insurance decreased by $36.9 million compared with the same period last year.

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 reflected 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 2016 the Company will reinvest in its truck and trailer rental fleet approximately $500 million, net of equipment sales and excluding any lease buyouts. For fiscal 2015, the Company invested, net of sales, approximately $552 million before any lease buyouts in its truck and trailer fleet. Fleet investments in fiscal 2016 and beyond will be dependent upon several factors including availability of capital, the truck rental environment and the used-truck sales market. We anticipate that the fiscal 2016 investments will be funded largely through debt financing, external lease financing and cash from operations. Management considers 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.

Real Estate has traditionally financed the acquisition of self-storage properties to support U-Haul's growth through debt financing and funds from operations and sales. 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 construction loans and internally generated funds. For fiscal 2015, the Company invested $375 million in real estate acquisitions, new construction and renovation and repair. For fiscal 2016, the timing of new projects will be dependent upon several factors, including the entitlement process, availability of capital, weather, and the identification and successful acquisition of target properties. 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) were $700.3 million, $729.3 million and $435.3 million for fiscal 2015, 2014 and 2013, respectively. The components of our net capital expenditures are provided in the following table:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

Purchases of rental equipment

$

958,872

$

775,808

$

599,044

Equipment lease buyouts

 

40,448

 

36,552

 

60,041

Purchases of real estate, construction and renovations

 

374,978

 

321,344

 

169,535

Other capital expenditures

 

44,556

 

62,569

 

47,330

Gross capital expenditures

 

1,418,854

 

1,196,273

 

875,950

Less: Lease proceeds

 

(306,955)

 

(196,908)

 

(219,966)

Less: Sales of property, plant and equipment

 

(411,629)

 

(270,053)

 

(220,699)

Net capital expenditures

 

700,270

 

729,312

 

435,285

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 market place, or reduce existing indebtedness where possible.

Property and Casualty Insurance

State insurance regulations 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 AMERCO or its legal subsidiaries.

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 AMERCO will be restricted per state regulations.

Our Property and Casualty operating segment stockholder’s equity was $169.3 million, $146.8 million, and $136.9 million at December 31, 2014, 2013, and 2012, respectively. The increase in 2014 compared with 2013 resulted from net earnings of $15.4 million and an increase in accumulated other comprehensive income of $7.1 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 deposits for the year ended December 31, 2014 were $69.0 million. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, Life Insurance's funds are generally not available to satisfy the claims of AMERCO or its legal subsidiaries.

Our Life Insurance operating segment stockholder’s equity was $274.2 million, $226.7 million, and $242.7 million at December 31, 2014, 2013 and 2012, respectively. The increase in 2014 compared with 2013 resulted from earnings of $19.4 million and a decrease in accumulated other comprehensive income of $28.1 million. Life Insurance has not historically used debt or equity issues to increase capital and therefore has no direct exposure to capital market conditions other than through its investment portfolio. Oxford is a member of the Federal Home Loan Bank system and has the ability to borrow funds through this facility. As of December 31, 2014, Oxford had not drawn on this facility.

 


Cash Provided (Used) from Operating Activities by Operating Segments

Moving and Storage

Net cash provided by operating activities was $767.5 million, $660.4 million and $665.6 million in fiscal 2015, 2014 and 2013, respectively primarily from improving revenues along with an increase of $28.8 million of note repayments from SAC Holdings and Private Mini. These were partially offset by a $56.7 million increase in income tax payments.

Property and Casualty Insurance

Net cash provided by operating activities was $16.6 million, $23.6 million, and $0.3 million for the years ended December 31, 2014, 2013, and 2012, respectively. The decrease was primarily due to the commutation of excess workers’ compensation reinsurance in 2013.

Property and Casualty Insurance’s cash and cash equivalents and short-term investment portfolios amounted to $18.7 million, $35.5 million, and $45.2 million at December 31, 2014, 2013, and 2012, respectively. This balance reflects 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 (used) by operating activities was $24.2 million, $25.5 million and ($4.4) million for the years ended December 31, 2014, 2013 and 2012, respectively. The decrease in cash provided was primarily attributable to the increase in federal income tax expense and paid losses partially offset by the decrease in commission and the increase in investment income.

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. At December 31, 2014, 2013 and 2012, cash and cash equivalents and short-term investments amounted to $39.0 million, $39.6 million and $34.6 million, respectively. Management believes that the overall sources of liquidity are adequate to meet foreseeable cash needs.

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 existing credit facilities and additional liquidity to meet our anticipated capital expenditure requirements for investment in our rental fleet, rental equipment and storage acquisitions and build outs.

Our borrowing strategy is primarily focused on asset-backed financing and rental equipment leases. As part of this strategy, we seek to ladder maturities and hedge floating rate loans through the use of interest rate swaps. 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. At March 31, 2015, we had available borrowing capacity under existing credit facilities of $130.0 million. 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 9, Borrowings of the Notes to Consolidated Financial Statements.

Fair Value of Financial Instruments

Certain assets and liabilities are recorded at fair value on the consolidated balance sheets and are measured and classified based upon a three tiered approach to valuation. ASC 820 requires that financial assets and liabilities recorded at fair value be classified and disclosed in a Level 1, Level 2 or Level 3 category. For more information, please see Note 15, Fair Value Measurements of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K

 


The available-for-sale securities held by the Company are recorded at fair value. These values are determined primarily from actively traded markets where prices are based either on direct market quotes or observed transactions. Liquidity is a factor considered during the determination of the fair value of these securities. Market price quotes may not be readily available for certain securities or the market for them has slowed or ceased. In situations where the market is determined to be illiquid, fair value is determined based upon limited available information and other factors including expected cash flows. At March 31, 2015, we had $1.0 million of available-for-sale assets classified in Level 3.

The interest rate swaps held by us as hedges against interest rate risk for our variable rate debt are recorded at fair value. These values are determined using pricing valuation models which include broker quotes for which significant inputs are observable. They include adjustments for counterparty credit quality and other deal-specific factors, where appropriate and are classified as Level 2.

Disclosures about Contractual Obligations and Commercial Commitments

The following table provides contractual commitments and contingencies as of March 31, 2015:

 

 

 

 

Payment due by Period (as of March 31, 2015)

Contractual Obligations

 

Total

 

04/01/15 - 03/31/16

 

04/01/16 - 03/31/18

 

04/01/18 - 03/31/20

 

Thereafter

 

 

(In thousands)

Notes and loans payable - Principal

$

1,398,399

$

149,919

 

475,723

$

174,046

$

598,711

Notes and loans payable - Interest

 

382,311

 

60,666

 

90,940

 

58,559

 

172,146

Revolving credit agreements - Principal

 

190,000

 

 

90,029

 

99,971

 

Revolving credit agreements - Interest

 

10,296

 

3,132

 

5,596

 

1,568

 

Capital leases - Principal

 

602,470

 

110,891

 

194,064

 

227,322

 

70,193

Capital leases - Interest

 

51,380

 

16,472

 

23,015

 

10,791

 

1,102

Operating leases

 

273,792

 

97,650

 

61,901

 

53,430

 

60,811

Property and casualty obligations (a)

 

150,715

 

12,669

 

16,830

 

13,395

 

107,821

Life, health and annuity obligations (b)

 

2,628,177

 

161,719

 

293,584

 

263,430

 

1,909,444

Self insurance accruals (c)

 

363,552

 

99,400

 

150,701

 

59,224

 

54,227

Post retirement benefit liability

 

11,414

 

513

 

1,338

 

1,847

 

7,716

       Total contractual obligations

$

6,062,506

$

713,031

$

1,403,721

$

963,583

$

2,982,171

(a) These estimated obligations for unpaid losses and loss adjustment expenses include case reserves for reported claims and IBNR claims estimates and are net of expected reinsurance recoveries. The ultimate amount to settle both the case reserves and IBNR is an estimate based upon historical experience and current trends and such estimates could materially differ from actual results. The assumptions do not include future premiums. Due to the significant assumptions employed in this model, the amounts shown could materially differ from actual results.

(b) These estimated obligations are based on mortality, morbidity, withdrawal and lapse assumptions drawn from our historical experience and adjusted for any known trends. These obligations include expected interest crediting but no amounts for future annuity deposits or premiums for life and Medicare supplement policies.  The cash flows shown are undiscounted for interest and as a result total outflows for all years shown significantly exceed the corresponding liabilities of $1,112.1 million included in our consolidated balance sheet as of March 31, 2015. Life Insurance expects to fully fund these obligations from their invested asset portfolio. Due to the significant assumptions employed in this model, the amounts shown could materially differ from actual results. 

(c) 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.

As presented above, contractual obligations on debt and guarantees represent principal payments while contractual obligations for operating leases represent the notional payments under the lease arrangements.

ASC 740 - Income Taxes liabilities and interest of $25.2 million is not included above due to uncertainty surrounding ultimate settlements, if any.

Off Balance Sheet Arrangements

The Company uses off-balance sheet arrangements in situations where management believes that the economics and sound business principles warrant their use.

 


AMERCO utilizes operating leases for certain rental equipment and facilities with terms expiring substantially through 2019. In the event of a shortfall in proceeds from the sales of the underlying rental equipment assets, AMERCO has guaranteed $72.3 million of residual values at March 31, 2015 for these assets at the end of their respective lease terms. AMERCO has been leasing rental equipment since 1987. To date, we have not experienced residual value shortfalls related to these leasing arrangements. Using the average cost of fleet related debt as the discount rate, the present value of AMERCO’s minimum lease payments and residual value guarantees were $134.5 million at March 31, 2015.

Historically, we have used off-balance sheet arrangements in connection with the expansion of our self-storage business. For more information please see Note 19, Related Party Transactions of the Notes to Consolidated Financial Statements. 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.

We currently manage the self-storage properties owned or leased by SAC Holdings, Mercury Partners, L.P. (“Mercury”), Four SAC Self-Storage Corporation (“4 SAC”), Five SAC Self-Storage Corporation (“5 SAC”), Galaxy Investments, L.P. (“Galaxy”) and Private Mini pursuant to a standard form of management agreement, under which we receive a management fee of between 4% and 10% of the gross receipts plus reimbursement for certain expenses. We received management fees, exclusive of reimbursed expenses, of $25.8 million, $25.8 million and $23.7 million from the above mentioned entities during fiscal 2015, 2014 and 2013, respectively. This management fee is consistent with the fee received for other properties we previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini are substantially controlled by Blackwater Investments, Inc. (“Blackwater”). Blackwater is wholly-owned by Mark V. Shoen, a significant shareholder of AMERCO. Mercury is substantially controlled by Mark V. Shoen. James P. Shoen, a significant shareholder of AMERCO and an estate planning trust benefitting Shoen children also have an interest in Mercury.

We lease space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy. Total lease payments pursuant to such leases were $2.6 million for each of fiscal years 2015, 2014 and 2013, respectively. The terms of the leases are similar to the terms of leases for other properties owned by unrelated parties that are leased by us.

At March 31, 2015, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini acted as U-Haul independent dealers. The financial and other terms of the dealership contracts with the aforementioned companies and their subsidiaries are substantially identical to the terms of those with our other independent dealers whereby commissions are paid by us based on equipment rental revenues. We paid the above mentioned entities $52.1 million, $49.9 million and $43.8 million in commissions pursuant to such dealership contracts during fiscal 2015, 2014 and 2013, respectively.

During fiscal 2015, subsidiaries of ours held various junior unsecured notes of SAC Holdings. Substantially all of the equity interest of SAC Holdings is controlled by Blackwater. We do not have an equity ownership interest in SAC Holdings. We recorded interest income of $5.9 million, $7.1 million and $8.4 million and received cash interest payments of $5.7 million, $17.2 million and $12.6 million from SAC Holdings during fiscal 2015, 2014 and 2013, respectively. During the first quarter of fiscal 2014, SAC Holdings made a payment of $10.4 million to reduce its outstanding deferred interest payable to AMERCO. We received repayments of $20.2 million during the third quarter of fiscal 2015 on these notes and interest receivables. After this repayment the scheduled maturities of these notes are 2017. The largest aggregate amount of notes receivable outstanding during fiscal 2015 was $71.5 million and the aggregate notes receivable balance at March 31, 2015 was $50.4 million. In accordance with the terms of these notes, SAC Holdings may prepay the notes without penalty or premium at any time.

These agreements along with notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini, excluding Dealer Agreements, provided revenues of $31.9 million, expenses of $2.6 million and cash flows of $60.0 million during fiscal 2015. Revenues and commission expenses related to the Dealer Agreements were $241.3 million and $52.1 million, respectively during fiscal 2015.

 


Fiscal 2016 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 component of our plan to meet our operational goals. 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 the continuation of adverse economic conditions or heightened competition that is beyond our control.

With respect to our storage business, we have added new locations and expanded at existing locations. In fiscal 2016, we are actively looking to acquire new locations, complete current projects and increase occupancy in our existing portfolio of locations. New projects and acquisitions will be considered and pursued if they fit our long-term plans and meet our financial objectives. We will continue to invest capital and resources in the U-Box program throughout fiscal 2016.

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.

Quarterly Results (unaudited)

The quarterly results shown below are derived from unaudited financial statements for the eight quarters beginning April 1, 2013 and ending March 31, 2015. We believe that all necessary adjustments have been included in the amounts stated below to present fairly, and in accordance with GAAP, such results. Moving and Storage operations are seasonal and proportionally more of the Company’s revenues and net earnings from its Moving and Storage operations are generated in the first and second quarters of each fiscal year (April through September). The operating results for the periods presented are not necessarily indicative of results for any future period.

 

 

Quarter Ended

 

 

March 31, 2015

 

December 31, 2014

 

September 30, 2014

 

June 30, 2014

 

 

(In thousands, except for share and per share data)

Total revenues

$

642,730

$

706,355

$

906,491

$

818,955

Earnings from operations

 

34,837

 

133,152

 

275,836

 

219,199

Earnings available to common

      shareholders

 

9,480

 

66,540

 

156,247

 

124,474

Basic and diluted earnings

      per common share

$

0.47

$

3.40

$

7.98

$

6.36

Weighted average common shares

      outstanding: basic and diluted

 

19,594,530

 

19,590,555

 

19,584,194

 

19,577,802

 

 

 

Quarter Ended

 

 

March 31, 2014

 

December 31, 2013

 

September 30, 2013

 

June 30, 2013

 

 

(In thousands, except for share and per share data)

Total revenues

$

601,741

$

645,331

$

839,223

$

748,957

Earnings from operations

 

81,899

 

105,973

 

239,966

 

202,376

Earnings available to common

      shareholders

 

39,211

 

52,221

 

137,991

 

112,968

Basic and diluted earnings

      per common share

$

2.00

$

2.67

$

7.06

$

5.78

Weighted average common shares

      outstanding: basic and diluted

 

19,571,417

 

19,563,663

 

19,554,633

 

19,545,618

 

 


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks, including changes in interest rates and currency exchange rates. To mitigate these risks, we may utilize derivative financial instruments, among other strategies. We do not use derivative financial instruments for speculative purposes. 

Interest Rate Risk

The exposure to market risk for changes in interest rates relates primarily to our variable rate debt obligations and one variable rate operating lease. We have used interest rate swap agreements and forward swaps to reduce our exposure to changes in interest rates. We enter into these arrangements with counterparties that are significant financial institutions with whom we generally have other financial arrangements. We are exposed to credit risk should these counterparties not be able to perform on their obligations. Following is a summary of our interest rate swaps agreements at March 31, 2015:

 

Notional Amount

 

 

Fair Value

 

Effective Date

 

Expiration Date

 

Fixed Rate

 

Floating Rate

 

(In thousands)

 

 

 

 

 

 

 

 

$

214,165

 

$

(22,690)

 

8/18/2006

 

8/10/2018

 

5.43%

 

1 Month LIBOR

 

6,250

(a)

 

(45)

 

8/15/2008

 

6/15/2015

 

3.62%

 

1 Month LIBOR

 

6,097

 

 

(78)

 

8/29/2008

 

7/10/2015

 

4.04%

 

1 Month LIBOR

 

9,594

 

 

(166)

 

9/30/2008

 

9/10/2015

 

4.16%

 

1 Month LIBOR

 

5,300

(a)

 

(94)

 

3/30/2009

 

3/30/2016

 

2.24%

 

1 Month LIBOR

 

6,101

(a)

 

(172)

 

8/15/2010

 

7/15/2017

 

2.15%

 

1 Month LIBOR

 

11,875

(a)

 

(434)

 

6/1/2011

 

6/1/2018

 

2.38%

 

1 Month LIBOR

 

23,250

(a)

 

(546)

 

8/15/2011

 

8/15/2018

 

1.86%

 

1 Month LIBOR

 

9,400

(a)

 

(197)

 

9/12/2011

 

9/10/2018

 

1.75%

 

1 Month LIBOR

 

10,845

(b)

 

(114)

 

3/28/2012

 

3/28/2019

 

1.42%

 

1 Month LIBOR

 

14,063

 

 

(74)

 

4/16/2012

 

4/1/2019

 

1.28%

 

1 Month LIBOR

 

27,563

 

 

126

 

1/15/2013

 

12/15/2019

 

1.07%

 

1 Month LIBOR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) forward swap

 

 

 

 

 

 

 

 

 

 

 

 

(b) operating lease

 

 

 

 

 

 

As of March 31, 2015, we had $690.6 million of variable rate debt obligations and $10.8 million of a variable rate operating lease. If the London Inter-Bank Offer Rate were to increase 100 basis points, the increase in interest expense on the variable rate debt and a variable rate operating lease would decrease future earnings and cash flows by $3.6 million annually (after consideration of the effect of the above derivative contracts).

Additionally, our insurance subsidiaries’ fixed income investment portfolios expose us to interest rate risk. This interest rate risk is the price sensitivity of a fixed income security to changes in interest rates. As part of our insurance companies’ asset and liability management, actuaries estimate the cash flow patterns of our existing liabilities to determine their duration. These outcomes are compared to the characteristics of the assets that are currently supporting these liabilities assisting management in determining an asset allocation strategy for future investments that management believes will mitigate the overall effect of interest rates.

Foreign Currency Exchange Rate Risk

The exposure to market risk for changes in foreign currency exchange rates relates primarily to our Canadian business. Approximately 5.2%, 5.4% and 5.8% of our revenue was generated in Canada in fiscal 2015, 2014 and 2013, respectively. The result of a 10% change in the value of the U.S. dollar relative to the Canadian dollar would not be material to net income. We typically do not hedge any foreign currency risk since the exposure is not considered material.

 


Item 8.   Financial Statements and Supplementary Data

The Report of Independent Registered Public Accounting Firm and Consolidated Financial Statements of AMERCO and its consolidated subsidiaries including the notes to such statements and the related schedules are set forth on the “F” pages hereto and are incorporated by reference herein.

Item 9.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.   Controls and Procedures

Attached as exhibits to this Annual Report are certifications of our Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”), which are required in accordance with Rule 13a-14 of the Exchange Act. This "Controls and Procedures" section includes information concerning the controls and procedures evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented in the section Evaluation of Disclosure Controls and Procedures.

Following this discussion is the report of BDO USA, LLP, our independent registered public accounting firm, regarding its audit of AMERCO’s internal control over financial reporting as set forth below in this section. This section should be read in conjunction with the certifications of our CEO and CAO and the BDO USA, LLP report for a more complete understanding of the topics presented.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the CEO and CAO, conducted an evaluation of the effectiveness of the design and operation of the Company’s "disclosure controls and procedures" (as such term is defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) (“Disclosure Controls”) as of the end of the period covered by this Annual Report. Our Disclosure Controls are designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Our Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CAO, as appropriate to allow timely decisions regarding required disclosure. Based upon the controls evaluation, our CEO and CAO have concluded that as of the end of the period covered by this Annual Report, our Disclosure Controls were effective related to the above stated design purposes.

Inherent Limitations on Effectiveness of Controls

The Company's management, including the CEO and CAO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 


Changes in Internal Control over Financial Reporting

There has not been any change in the Company’s internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Management assessed our internal control over financial reporting as of March 31, 2015, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management's assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. This assessment is supported by testing and monitoring performed both by our Internal Audit organization and our Finance organization.

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year 2015. We reviewed the results of management's assessment with the Audit Committee of our Board.

Our independent registered public accounting firm, BDO USA, LLP, has audited the Company's internal control over financial reporting and has issued their report, which is included on the following page.

 


Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

AMERCO

Reno, Nevada

We have audited AMERCO and consolidated subsidiaries’ (the “Company”) internal control over financial reporting as of March 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of March 31, 2015 and 2014, and the related consolidated statements of operations, changes in stockholders’ equity, comprehensive income (loss), and cash flows for each of the three years in the period ended March 31, 2015 and our report dated May 27, 2015 expressed an unqualified opinion thereon.

 

/s/ BDO USA, LLP

Phoenix, Arizona

May 27, 2015

 


Item 9B.   Other Information

Not applicable.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance  

The information required to be disclosed under this Item 10 is incorporated herein by reference to AMERCO’s definitive proxy statement, in connection with its 2015 annual meeting of stockholders (the “Proxy Statement”), which will be filed with the SEC within 120 days after the close of the 2015 fiscal year.

The Company has adopted a Code of Ethics that applies to all directors, officers and employees of the Company, including the Company’s principal executive officer and principal accounting officer. A copy of our Code of Ethics is posted on AMERCO’s web site at amerco.com/governance.aspx.  We intend to satisfy the disclosure requirements of Current Report on Form 8-K regarding any amendment to, or waiver from, a provision of our Code of Ethics by posting such information on the Company’s website, at the web address and location specified above, unless otherwise required to file a Current Report on Form 8-K by NASDAQ rules and regulations.

Item 11.   Executive Compensation

The information required to be disclosed under this Item 11 is incorporated herein by reference to the Proxy Statement.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required to be disclosed under this Item 12 is incorporated herein by reference to the Proxy Statement.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

The information required to be disclosed under this Item 13 is incorporated herein by reference to the Proxy Statement.

Item 14.   Principal Accounting Fees and Services

The information required to be disclosed under this Item 14 is incorporated herein by reference to the Proxy Statement.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

The following documents are filed as part of this Report:

 

 

 

Page

1.

Financial Statements:

 

 

Report of Independent Registered Public Accounting Firm

F-1

 

Consolidated Balance Sheets - March 31, 2015 and 2014

F-2

 

Consolidated Statements of Operations - Years Ended March 31, 2015, 2014, and 2013

F-3

 

Consolidated Statements of Comprehensive Income (Loss) - Years Ended March 31, 2015, 2014 and 2013

F-4

 

Consolidated Statements of Changes in Stockholders' Equity - Years Ended March 31, 2015, 2014, and 2013

F-5

 

Consolidated Statements of Cash Flows - Years Ended March 31, 2015, 2014 and 2013

F-6

 

Notes to Consolidated Financial Statements

F-7

2.

Financial Statement Schedules required to be filed by Item 8:

 

 

Schedule I - Condensed Financial Information of AMERCO

F-52

 

Schedule II - AMERCO and Consolidated Subsidiaries Valuation and Qualifying Accounts

F-56

 

Schedule V - AMERCO and Consolidated Subsidiaries Supplemental Information (Concerning Property-Casualty Insurance Operations)

F-57

 


All other schedules are omitted because they are not required, inapplicable, or the information is otherwise shown in the financial statements or notes thereto.

Exhibits:

Exhibit Number

Description

Page or Method of Filing

3.1

Restated Articles of Incorporation of AMERCO

Incorporated by reference to AMERCO’s Current Report on Form 8-K filed on September 5, 2013, file no. 1-11255

3.2

Restated Bylaws of AMERCO

Incorporated by reference to AMERCO’s Current Report on Form 8-K filed on September 5, 2013, file no. 1-11255

4.1

Termination of Rights Agreement, dated as of March 5, 2008

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on March 11, 2008, file no. 1-11255

4.2

U-Haul Investors Club Base Indenture, dated February 12, 2011 by and between AMERCO and U. S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on February 22, 2011, file no. 1-11255

4.3

First Supplemental Indenture, dated February 17, 2011, by and among AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on February 22, 2011, file no. 1-11255

4.4

Second Supplemental Indenture, dated February 17, 2011, by and among AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on February 22, 2011, file no. 1-11255

4.5

Third Supplemental Indenture, dated March 1, 2011, by and among AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on March 4, 2011, file no. 1-11255

4.6

Fourth Supplemental Indenture, dated March 15, 2011, by and among AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on March 22, 2011, file no. 1-11255

4.7

Fifth Supplemental Indenture, dated March 15, 2011, by and among AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on March 22, 2011, file no. 1-11255

4.8

Sixth Supplemental Indenture, dated March 29, 2011, by and among AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on April 1, 2011, file no. 1-11255

4.9

Seventh Supplemental Indenture, dated March 29, 2011, by and among AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on April 1, 2011, file no. 1-11255

4.10

Ninth Supplemental Indenture, dated April 19, 2011, by and among AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on April 22, 2011, file no. 1-11255

4.11

Tenth Supplemental Indenture, dated June 7, 2011 by and between AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on June 23, 2011, file no. 1-11255

4.12

Eleventh Supplemental Indenture dated June 7, 2011 by and between AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on October 31, 2011, file no. 1-11255

4.13

Twelfth Supplemental Indenture dated June 14, 2011 by and between AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on June 23, 2011, file no. 1-11255

 


4.14

Thirteenth Supplemental Indenture dated June 28, 2011 by and between AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on July 20, 2011, file no. 1-11255

4.15

Fourteenth Supplemental Indenture dated July 20, 2011 by and between AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on August 17, 2011, file no. 1-11255

4.16

Fifteenth Supplemental Indenture dated July 27, 2011 by and between AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on August 17, 2011, file no. 1-11255

4.17

Sixteenth Supplemental Indenture dated August 31, 2011 by and between AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on September 28, 2011, file no. 1-11255

4.18

Seventeenth Supplemental Indenture dated November 8, 2011 by and between AMERCO and U. S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on January 18, 2012, file no. 1-11255

4.19

Eighteenth Supplemental Indenture dated January 7, 2012 by and between AMERCO and U. S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on March 26, 2012, file no. 1-11255

4.20

Nineteenth Supplemental Indenture dated May 14, 2012 by and between AMERCO and U. S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 15, 2012, file no. 1-11255

4.21

Eighth Supplemental Indenture, dated April 12, 2011, by and between AMERCO and U.S. Bank National Association

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year end March 31, 2012, file no. 1-11255

4.22

Twentieth Supplemental Indenture dated September 4, 2012 by and between AMERCO and U. S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on September 4, 2012, file no. 1-11255

4.23

Twenty-first Supplemental Indenture dated January 15, 2013 by and between AMERCO and U. S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on January 15, 2013, file no. 1-11255

4.24

Twenty-second Supplemental Indenture, dated May 28, 2013 by and between AMERCO and U. S. Bank National Association

Incorporated by reference to AMERCO's Current Report on Form 8-K, filed on May 30, 2013, file no. 1-11255

4.25

Twenty-third Supplemental Indenture, dated November 26, 2013 by and between AMERCO and U. S. Bank National Association

Incorporated by reference to AMERCO's Current Report on Form 8-K, filed on November 26, 2013, file no. 1-11255

4.26

Twenty-fourth Supplemental Indenture, dated April 22, 2014 by and between AMERCO and U. S. Bank National Association

Incorporated by reference to AMERCO's Current Report on Form 8-K, filed on April 22, 2014, file no. 1-11255

10.1

U-Haul Dealership Contract

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year end March 31, 1993, file no. 1-11255

10.2

Share Repurchase and Registration Rights Agreement with Paul F. Shoen

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1993, file no. 1-11255

10.3

ESOP Loan Credit Agreement

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255

 


10.4

ESOP Loan Agreement

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255

10.5

Trust Agreement for the AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255

10.6

Amended Indemnification Agreement

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255

10.7

Indemnification Trust Agreement

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255

10.8

Management Agreement between Four SAC Self-Storage Corporation and subsidiaries of AMERCO

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1997, file no. 1-11255

10.9

Management Agreement between Five SAC Self-Storage Corporation and subsidiaries of AMERCO

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1999, file no. 1-11255

10.10

Management Agreement between Nineteen SAC Self-Storage Limited Partnership and U-Haul

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255

10.11

Property Management Agreement

Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2004, file no. 1-11255

10.12

U-Haul Dealership Contract between U-Haul Leasing & Sales Co., and U-Haul Moving Partners, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255

10.13

Property Management Agreement between Mercury Partners, LP, Mercury 99, LLC and U-Haul Self-Storage Management (WPC), Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255

10.14

Property Management Agreement between Three-SAC Self-Storage Corporation and U-Haul Co. (Canada), Ltd.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255

10.15

Property Management Agreement among subsidiaries of U-Haul International and Galaxy Storage Two, L.P.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004, file no. 1-11255

10.16

Merrill Lynch Commitment Letter (re first mortgage loan)

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255

10.17

Morgan Stanley Commitment Letter

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255

10.18

Merrill Lynch Commitment Letter (re loan to Amerco Real Estate Company)

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255

 


10.19

Amended and Restated Credit Agreement, dated June 8, 2005, among Amerco Real Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and Merrill Lynch Commercial Finance Corp.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255

10.20

Security Agreement dated June 8, 2005, by Amerco Real Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and the Marketing Grantors named therein in favor of Merrill Lynch Commercial Finance Corp.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255

10.21

Guarantee, dated June 8, 2005, by U-Haul International, Inc. in favor of Merrill Lynch Commercial Finance Corp.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255

10.22

Promissory Note, dated June 8, 2005 by Amerco Real Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc. and U-Haul International, Inc.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255

10.23

Form of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing, dated June 8, 2005 in favor of Morgan Stanley Mortgage Capital Inc.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255

10.24

Form of Promissory Note, dated June 8, 2005, in favor of Morgan Stanley Mortgage Capital Inc.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255

10.25

Form of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing, dated June 8, 2005, in favor of Merrill Lynch Mortgage Lending, Inc.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255

10.26

Form of Promissory Note, dated June 8, 2005, in favor of Merrill Lynch Mortgage Lending, Inc.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255

10.27

Property Management Agreement between Subsidiaries of U-Haul and Five SAC RW MS, LLC., dated August 17, 2005.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, file no. 1-11255

10.28

Property Management Agreement between Subsidiaries of U-Haul and Five SAC 905, LLC., dated September 23, 2005.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, file no. 1-11255

 


10.29

Property Management Agreements between Subsidiaries of U-Haul and subsidiaries of PM Partners, LP, dated June 25, 2005.

Incorporated by reference to AMERCO’s  Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255

10.30

Promissory note, dated December 1, 2005, by Private Mini Storage Realty, LP in favor of AMERCO.

Incorporated by reference to AMERCO’s  Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255

10.31

Promissory note dated December 1, 2005 by PMSI Investments, LP in favor of U-Haul International, Inc.

Incorporated by reference to AMERCO’s  Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255

10.32

Property Management Agreements between Subsidiaries of U-Haul and subsidiaries of PM Preferred Properties, LP., dated June 25, 2005

 

Incorporated by reference to AMERCO’s  Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255

10.33

First Amendment to Security Agreement (New Truck Term Loan Facility) executed June 7, 2006, among U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, and U-Haul International, Inc., in favor of Merrill Lynch Commercial Finance Corp.

Incorporated by reference to AMERCO’s  Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255

10.34

Amendment No. 1 to the Amended and Restated Credit Agreement and Security Agreement, dated as of August 18, 2006, to the Amended and Restated Credit Agreement, dated as of June 8, 2005, among Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and the Marketing Grantors named therein in favor of Merrill Lynch Commercial Financial Corp.

Incorporated by reference to AMERCO’s Current Report on Form 8-K filed August 23, 2006, file no. 1-11255

10.35

Amended and Restated Property Management Agreement among Six-A SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.36

Amended and Restated Property Management Agreement among Six-B SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.37

Amended and Restated Property Management Agreement among Six-C SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.38

Amended and Restated Property Management Agreement among Eight SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

 


10.39

Amended and Restated Property Management Agreement among Nine SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.40

Amended and Restated Property Management Agreement among Ten SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.41

Amended and Restated Property Management Agreement among Eleven SAC Self-Storage Corporation and Eleven SAC Self-Storage Odenton, Inc. and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.42

Amended and Restated Property Management Agreement among Twelve SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.43

Amended and Restated Property Management Agreement among Thirteen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.44

Amended and Restated Property Management Agreement among Fourteen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.45

Amended and Restated Property Management Agreement among Fifteen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.46

Amended and Restated Property Management Agreement among Sixteen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.47

Amended and Restated Property Management Agreement among Seventeen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.48

Promissory Note. SAC Holding Corporation, a Nevada corporation ("Borrower"), pay to U-Haul International, Inc., a Nevada corporation

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, file no. 1-11255

10.49

2010-1 BOX TRUCK BASE INDENTURE, dated as of October 1, 2010, among 2010 U-HAUL S FLEET, LLC, 2010 TM-1, LLC, 2010 DC-1, LLC, and 2010 TT-1, LLC, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, file number 1-11255

10.50

Schedule I to 2010-1 Base Indenture – Definitions List

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, file number 1-11255

 


10.51

SERIES 2010-1 SUPPLEMENT, dated as of October 1, 2010, among 2010 U-HAUL S FLEET, LLC, 2010 TM-1, LLC, 2010 DC-1, LLC, and 2010 TT-1, LLC, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee.

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, file number 1-11255

10.52

Pledge and Security Agreement, dated February 17, 2011, by and among AMERCO, U-Haul Leasing and Sales Co. and U.S. Bank National Association

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on February 22, 2011, file no. 1-11255

10.53

Amended and Restated AMERCO Employee Savings and Profit and Sharing Plan*

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2011, file no. 1-11255

10.54

Amended and Restated AMERCO Employee Stock Ownership Plan*

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2011, file no. 1-11255

10.55

Credit Agreement, dated April 29, 2011, among Amerco Real Estate Company, U-Haul Company of Florida and J.P. Morgan Chase Bank, N.A.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2011, file no. 1-11255

10.56

Amended and Restated Property Management Agreement among Eighteen SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

10.57

Amended and Restated Property Management Agreement among Twenty SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

10.58

Amended and Restated Property Management Agreement among Twenty-One SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

10.59

Amended and Restated Property Management Agreement among Twenty-Two SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

10.60

Amended and Restated Property Management Agreement among Twenty-Three SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

10.61

Amended and Restated Property Management Agreement among Twenty-Four SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

10.62

Amended and Restated Property Management Agreement among Twenty-Five SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

10.63

Amended and Restated Property Management Agreement among Twenty-Six SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

 


10.64

Amended and Restated Property Management Agreement among Twenty-Seven SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

10.65

Amended and Restated Property Management Agreement among Three-A SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on October 4, 2013, file no. 1-11255

10.66

Amended and Restated Property Management Agreement among Three-B SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on October 4, 2013, file no. 1-11255

10.67

Amended and Restated Property Management Agreement among Three-C SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on October 4, 2013, file no. 1-11255

10.68

Amended and Restated Property Management Agreement among Three-D SAC Self-Storage Corporation and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on October 4, 2013, file no. 1-11255

10.69

Amended and Restated Property Management Agreement among Galaxy Storage One, LP and subsidiaries of U-Haul International, Inc.

Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on October 4, 2013, file no. 1-11255

10.70

Amended and Restated Credit Agreement, dated March 15, 2012, among Amerco Real Estate Company, U-Haul Co. of Florida and J.P. Morgan Chase Bank, N.A.

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

10.71

U-Haul Dealership Contract Addendum

Incorporated by reference to AMERCO’s Annual Report on Form 10-K, for the year ended March 31, 2012, file no. 1-11255

10.72

Stockholder Agreement dated April 29, 2013 between Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosmarie T. Donovan, as Trustee, and David Holmes, as Trustee

Incorporated by reference to Exhibit 99.2, filed with the Schedule 13-D, filed on May 1, 2013, file number 5-39669

10.73

Amendment to the Amended and Restated AMERCO Employee Savings and Profit and Sharing Plan*

Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q, for the year ended December 31, 2012, file no. 1-11255

14

Code of Ethics

Incorporated by reference to AMERCO’s Quarterly Report on Form 8-K, filed on April 15, 2014, file no. 1-11255

21

Subsidiaries of AMERCO

Filed herewith

23.1

Consent of BDO USA, LLP

Filed herewith

24

Power of Attorney

Refer to signature page

31.1

Rule 13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO

Filed herewith

31.2

Rule 13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Principal Financial Officer and Chief Accounting Officer of AMERCO

Filed herewith

 


32.1

Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

32.2

Certificate of Jason A. Berg, Principal Financial Officer and Chief Accounting Officer of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

101.INS

XBRL Instance Document

Furnished herewith

101.SCH

XBRL Taxonomy Extension Schema

Furnished herewith

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

Furnished herewith

101.LAB

XBRL Taxonomy Extension Label Linkbase

Furnished herewith

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

Furnished herewith

101.DEF

XBRL Taxonomy Extension Definition Linkbase

Furnished herewith

* Indicates management plan or compensatory arrangement.

 


 


Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

AMERCO

Reno, Nevada

 

We have audited the accompanying consolidated balance sheets of AMERCO and consolidated subsidiaries (the “Company”) as of March 31, 2015 and 2014 and the related consolidated statements of operations, changes in stockholders’ equity, comprehensive income (loss), and cash flows for each of the three years in the period ended March 31, 2015. In connection with our audits of the financial statements, we have also audited the financial statement schedules listed in the accompanying index. These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedules. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at March 31, 2015 and 2014, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of March 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated May 27, 2015 expressed an unqualified opinion thereon.

 

/s/ BDO USA, LLP

 

Phoenix, Arizona

 

May 27, 2015

 


Amerco and consolidated subsidiaries

Consolidated balance sheets

 

 

March 31,

 

 

2015

 

2014

 

 

(In thousands, except share data)

ASSETS

 

 

 

 

Cash and cash equivalents

$

441,850

$

495,112

Reinsurance recoverables and trade receivables, net

 

189,869

 

199,322

Inventories, net

 

69,472

 

67,020

Prepaid expenses

 

126,296

 

55,269

Investments, fixed maturities and marketable equities

 

1,304,962

 

1,138,275

Investments, other

 

268,720

 

248,850

Deferred policy acquisition costs, net

 

115,422

 

118,707

Other assets

 

106,157

 

97,588

Related party assets

 

141,790

 

169,624

 

 

2,764,538

 

2,589,767

Property, plant and equipment, at cost:

 

 

 

 

Land

 

467,482

 

405,177

Buildings and improvements

 

1,728,033

 

1,430,272

Furniture and equipment

 

355,349

 

322,146

Rental trailers and other rental equipment

 

436,642

 

373,325

Rental trucks

 

3,059,987

 

2,610,797

 

 

6,047,493

 

5,141,717

Less: Accumulated depreciation

 

(1,939,856)

 

(1,732,506)

Total property, plant and equipment

 

4,107,637

 

3,409,211

Total assets

$

6,872,175

$

5,998,978

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

Liabilities:

 

 

 

 

Accounts payable and accrued expenses

$

495,135

$

357,954

Notes, loans and leases payable

 

2,190,869

 

1,942,359

Policy benefits and losses, claims and loss expenses payable

 

1,062,188

 

1,082,598

Liabilities from investment contracts

 

685,745

 

616,725

Other policyholders' funds and liabilities

 

8,999

 

7,988

Deferred income

 

18,081

 

31,390

Deferred income taxes, net

 

526,799

 

432,596

Total liabilities

 

4,987,816

 

4,471,610

 

 

 

 

 

Commitments and contingencies (notes 9, 16, 17, and 18)

 

 

 

 

Stockholders' equity:

 

 

 

 

Series preferred stock, with or without par value, 50,000,000 shares authorized:

 

 

 

 

Series A preferred stock, with no par value, 6,100,000 shares authorized;

 

 

 

 

6,100,000 shares issued and none outstanding as of March 31, 2015 and 2014

 

 

Series B preferred stock, with no par value, 100,000 shares authorized; none

 

 

 

 

issued and outstanding as of March 31, 2015 and 2014

 

 

Series common stock, with or without par value, 150,000,000 shares authorized:

 

 

 

 

Series A common stock of $0.25 par value, 10,000,000 shares authorized;

 

 

 

 

none issued and outstanding as of March 31, 2015 and 2014

 

 

Common stock, with 0.25 par value, 150,000,000 shares authorized:

 

 

 

 

Common stock of $0.25 par value, 150,000,000 shares authorized; 41,985,700

 

 

 

 

issued and 19,607,788 outstanding as of March 31, 2015 and 2014

 

10,497

 

10,497

Additional paid-in capital

 

449,668

 

444,210

Accumulated other comprehensive loss

 

(34,365)

 

(53,923)

Retained earnings

 

2,142,600

 

1,805,453

Cost of common shares in treasury, net (22,377,912 shares as of March 31, 2015 and 2014)

 

(525,653)

 

(525,653)

Cost of preferred shares in treasury, net (6,100,000 shares as of March 31, 2015 and 2014)

 

(151,997)

 

(151,997)

Unearned employee stock ownership plan shares

 

(6,391)

 

(1,219)

Total stockholders' equity

 

1,884,359

 

1,527,368

Total liabilities and stockholders' equity

$

6,872,175

$

5,998,978

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

 


 

amerco and consolidated subsidiaries

Consolidated statements of operations

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands, except share and per share data)

Revenues:

 

 

 

 

 

 

Self-moving equipment rentals

$

2,146,391

$

1,955,423

$

1,767,520

Self-storage revenues

 

211,136

 

181,794

 

152,660

Self-moving and self-storage products and service sales

 

244,177

 

234,187

 

221,117

Property management fees

 

25,341

 

24,493

 

24,378

Life insurance premiums

 

156,103

 

157,919

 

178,115

Property and casualty insurance premiums

 

46,456

 

41,052

 

34,342

Net investment and interest income

 

84,728

 

79,591

 

82,903

Other revenue

 

160,199

 

160,793

 

97,552

Total revenues

 

3,074,531

 

2,835,252

 

2,558,587

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

Operating expenses

 

1,479,409

 

1,313,674

 

1,193,934

Commission expenses

 

249,642

 

227,332

 

204,758

Cost of sales

 

146,072

 

127,270

 

107,216

Benefits and losses

 

158,760

 

156,702

 

180,676

Amortization of deferred policy acquisition costs

 

19,661

 

19,982

 

17,376

Lease expense

 

79,798

 

100,466

 

117,448

Depreciation, net of (gains) losses on disposals of (($74,631), ($33,557) and ($22,496), respectively)

 

278,165

 

259,612

 

237,996

Total costs and expenses

 

2,411,507

 

2,205,038

 

2,059,404

 

 

 

 

 

 

 

Earnings from operations

 

663,024

 

630,214

 

499,183

Interest expense

 

(97,525)

 

(92,692)

 

(90,696)

Fees and amortization on early extinguishment of debt

 

(4,081)

 

 

Pretax earnings

 

561,418

 

537,522

 

408,487

Income tax expense

 

(204,677)

 

(195,131)

 

(143,779)

Earnings available to common stockholders

$

356,741

$

342,391

$

264,708

Basic and diluted earnings per common share

$

18.21

$

17.51

$

13.56

Weighted average common shares outstanding: Basic and diluted

 

19,586,633

 

19,558,758

 

19,518,779

Related party revenues for fiscal 2015, 2014 and 2013, net of elimination, were $36.2 million, $36.9 million and $38.1 million, respectively.

Related party costs and expenses for fiscal 2015, 2014, and 2013, net of eliminations, were $54.7 million, $52.6 million and $46.5 million, respectively.

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

 


Amerco and Consolidated Subsidiaries

Consolidated statements of comprehensive income (loss)

Fiscal Year Ended March 31, 2015

 

Pre-tax

 

Tax

 

Net

 

 

(In thousands)

Comprehensive income:

 

 

 

 

 

 

Net earnings

$

561,418

$

(204,677)

$

356,741

Other comprehensive income:

 

 

 

 

 

 

Foreign currency translation

 

(19,883)

 

 

(19,883)

Unrealized net gain on investments

 

54,139

 

(18,949)

 

35,190

Change in fair value of cash flow hedges

 

8,203

 

(3,117)

 

5,086

Postretirement benefit obligations loss

 

(1,325)

 

490

 

(835)

Total comprehensive income

$

602,552

$

(226,253)

$

376,299

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended March 31, 2014

 

Pre-tax

 

Tax

 

Net

 

 

(In thousands)

Comprehensive income:

 

 

 

 

 

 

Net earnings

$

537,522

$

(195,131)

$

342,391

Other comprehensive income:

 

 

 

 

 

 

Foreign currency translation

 

(9,134)

 

 

(9,134)

Unrealized net loss on investments

 

(51,590)

 

17,936

 

(33,654)

Change in fair value of cash flow hedges

 

19,317

 

(7,340)

 

11,977

Postretirement benefit obligations loss

 

(697)

 

265

 

(432)

Total comprehensive income

$

495,418

$

(184,270)

$

311,148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended March 31, 2013

 

Pre-tax

 

Tax

 

Net

 

 

(In thousands)

Comprehensive income:

 

 

 

 

 

 

Net earnings

$

408,487

$

(143,779)

$

264,708

Other comprehensive income:

 

 

 

 

 

 

Foreign currency translation

 

(1,271)

 

 

(1,271)

Unrealized net gain on investments

 

29,099

 

(10,320)

 

18,779

Change in fair value of cash flow hedges

 

9,405

 

(3,574)

 

5,831

Postretirement benefit obligations loss

 

(974)

 

391

 

(583)

Total comprehensive income

$

444,746

$

(157,282)

$

287,464

 

 

 

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


 


Amerco and consolidated subsidiaries

consolidated statements of changes in stockholders’ equity

Description

 

Common Stock

 

Additional Paid-In Capital

 

Accumulated Other Comprehensive

Income (Loss)

 

Retained Earnings

 

Less: Treasury Common Stock

 

Less: Treasury Preferred Stock

 

Less: Unearned Employee Stock Ownership Plan Shares

 

Total Stockholders' Equity

 

(In thousands)

Balance as of March 31, 2012

$

10,497

$

433,743

$

(45,436)

$

1,317,064

$

(525,653)

$

(151,997)

$

(2,398)

$

1,035,820

Adjustment to initially apply ASU 2010-26

 

 

 

 

(1,721)

 

 

 

 

(1,721)

Increase in market value of released ESOP shares

 

 

4,425

 

 

 

 

 

 

4,425

Release of unearned ESOP shares

 

 

 

 

 

 

 

692

 

692

Foreign currency translation

 

 

 

(1,271)

 

 

 

 

 

(1,271)

Unrealized net gain on investments, net of tax

 

 

 

18,779

 

 

 

 

 

18,779

Fair market value of cash flow hedges, net of tax

 

 

 

5,831

 

 

 

 

 

5,831

Adjustment to post retirement benefit obligation

 

 

 

(583)

 

 

 

 

 

(583)

Net earnings

 

 

 

 

264,708

 

 

 

 

264,708

Common stock dividend: ($5.00 per share for fiscal 2013)

 

 

 

 

(97,421)

 

 

 

 

(97,421)

Net activity

 

 

4,425

 

22,756

 

165,566

 

 

 

692

 

193,439

Balance as of March 31, 2013

$

10,497

$

438,168

$

(22,680)

$

1,482,630

$

(525,653)

 

(151,997)

$

(1,706)

$

1,229,259

Increase in market value of released ESOP shares

 

 

6,042

 

 

 

 

 

 

6,042

Release of unearned ESOP shares

 

 

 

 

 

 

 

487

 

487

Foreign currency translation

 

 

 

(9,134)

 

 

 

 

 

(9,134)

Unrealized net loss on investments, net of tax

 

 

 

(33,654)

 

 

 

 

 

(33,654)

Fair market value of cash flow hedges, net of tax

 

 

 

11,977

 

 

 

 

 

11,977

Adjustment to post retirement benefit obligation

 

 

 

(432)

 

 

 

 

 

(432)

Net earnings

 

 

 

 

342,391

 

 

 

 

342,391

Common stock dividends: ($1.00 per share for fiscal 2014)

 

 

 

 

(19,568)

 

 

 

 

(19,568)

Net activity

 

 

6,042

 

(31,243)

 

322,823

 

 

 

487

 

298,109

Balance as of March 31, 2014

$

10,497

$

444,210

$

(53,923)

$

1,805,453

$

(525,653)

$

(151,997)

$

(1,219)

$

1,527,368

Increase in market value of released ESOP shares

 

 

5,458

 

 

 

 

 

 

5,458

Release of unearned ESOP shares

 

 

 

 

 

 

 

265

 

265

Purchase of ESOP shares

 

 

 

 

 

 

 

(5,437)

 

(5,437)

Foreign currency translation

 

 

 

(19,883)

 

 

 

 

 

(19,883)

Unrealized net gain on investments, net of tax

 

 

 

35,190

 

 

 

 

 

35,190

Fair market value of cash flow hedges, net of tax

 

 

 

5,086

 

 

 

 

 

5,086

Adjustment to post retirement benefit obligation

 

 

 

(835)

 

 

 

 

 

(835)

Net earnings

 

 

 

 

356,741

 

 

 

 

356,741

Common stock dividends: ($1.00 per share for fiscal 2015)

 

 

 

 

(19,594)

 

 

 

 

(19,594)

Net activity

 

 

5,458

 

19,558

 

337,147

 

 

 

(5,172)

 

356,991

Balance as of March 31, 2015

$

10,497

$

449,668

$

(34,365)

$

2,142,600

$

(525,653)

$

(151,997)

$

(6,391)

$

1,884,359

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


 


amerco and consolidated subsidiaries

consolidated statements of cash flows

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

Cash flows from operating activities:

 

 

 

 

 

 

Net earnings

$

356,741

$

342,391

$

264,708

Adjustments to reconcile net earnings to cash provided by operations:

 

 

 

 

 

 

Depreciation

 

352,796

 

293,169

 

260,492

Amortization of deferred policy acquisition costs

 

19,661

 

19,982

 

17,376

Change in allowance for losses on trade receivables

 

(168)

 

(36)

 

(134)

Change in allowance for inventory reserves

 

(872)

 

871

 

1,133

Net gain on sale of real and personal property

 

(74,631)

 

(33,557)

 

(22,496)

Net gain on sale of investments

 

(3,925)

 

(6,411)

 

(8,323)

Deferred income taxes

 

76,500

 

46,371

 

13,518

Net change in other operating assets and liabilities:

 

 

 

 

 

 

Reinsurance recoverables and trade receivables

 

9,632

 

62,506

 

36,322

Inventories

 

(1,579)

 

(11,495)

 

1,206

Prepaid expenses

 

(65,720)

 

2,186

 

(15,587)

Capitalization of deferred policy acquisition costs

 

(27,084)

 

(32,611)

 

(50,640)

Other assets

 

3,735

 

7,667

 

21,556

Related party assets

 

27,706

 

7,554

 

133,672

Accounts payable and accrued expenses

 

166,056

 

34,731

 

40,032

Policy benefits and losses, claims and loss expenses payable

 

(17,621)

 

(30,496)

 

(30,478)

Other policyholders' funds and liabilities

 

1,010

 

693

 

21

Deferred income

 

(13,181)

 

1,259

 

(1,312)

Related party liabilities

 

(866)

 

4,730

 

464

Net cash provided by operating activities

 

808,190

 

709,504

 

661,530

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

 

Purchase of:

 

 

 

 

 

 

Property, plant and equipment

 

(1,111,899)

 

(999,365)

 

(655,984)

Short term investments

 

(290,379)

 

(270,690)

 

(411,638)

Fixed maturity investments

 

(214,371)

 

(282,424)

 

(443,262)

Equity securities

 

(3,759)

 

(1,562)

 

(16,289)

Preferred stock

 

(2,006)

 

(640)

 

(6,296)

Real estate

 

(15,399)

 

(532)

 

(1,073)

Mortgage loans

 

(42,683)

 

(52,419)

 

(80,711)

Proceeds from sales and paydowns of:

 

 

 

 

 

 

Property, plant and equipment

 

411,629

 

270,053

 

220,699

Short term investments

 

287,883

 

269,052

 

417,520

Fixed maturity investments

 

107,867

 

138,401

 

160,806

Equity securities

 

3,082

 

29,139

 

372

Preferred stock

 

2,427

 

6,004

 

7,258

Real estate

 

396

 

544

 

671

Mortgage loans

 

41,983

 

48,686

 

95,714

Net cash used by investing activities

 

(825,229)

 

(845,753)

 

(712,213)

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

Borrowings from credit facilities

 

657,535

 

431,029

 

270,546

Principal repayments on credit facilities

 

(593,722)

 

(293,068)

 

(257,957)

Debt issuance costs

 

(12,327)

 

(3,943)

 

(2,223)

Capital lease payments

 

(121,202)

 

(53,079)

 

(26,877)

Leveraged Employee Stock Ownership Plan

 

(5,172)

 

487

 

692

Securitization deposits

 

 

 

1,195

Common stock dividends paid

 

(19,594)

 

(19,568)

 

(97,421)

Investment contract deposits

 

123,129

 

140,613

 

301,729

Investment contract withdrawals

 

(54,108)

 

(34,677)

 

(31,901)

Net cash provided (used) by financing activities

 

(25,461)

 

167,794

 

157,783

 

 

 

 

 

 

 

Effects of exchange rate on cash

 

(10,762)

 

(177)

 

(536)

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

(53,262)

 

31,368

 

106,564

Cash and cash equivalents at the beginning of period

 

495,112

 

463,744

 

357,180

Cash and cash equivalents at the end of period

$

441,850

$

495,112

$

463,744

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

 


amerco and consolidated subsidiaries

notes to consolidated financial statements

Note 1. Basis of Presentation

AMERCO, a Nevada Corporation (“AMERCO”), 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. Management believes that consolidating their calendar year into our fiscal year financial statements does not materially affect the financial position or results of operations. We disclose any material events occurring during the intervening period. Consequently, all references to our insurance subsidiaries’ years 2014, 2013 and 2012 correspond to fiscal 2015, 2014 and 2013 for AMERCO.

Accounts denominated in non-U.S. currencies have been translated into U.S. dollars. Certain amounts reported in previous years have been reclassified to conform to the current presentation.

Note 2. Principles of Consolidation

We apply ASC 810 - Consolidation (“ASC 810”) in our principles of consolidation. ASC 810 addresses arrangements where a company does not hold a majority of the voting or similar interests of a variable interest entity (“VIE”). A company is required to consolidate a VIE if it has determined it is the primary beneficiary. ASC 810 also addresses the policy when a company owns a majority of the voting or similar rights and exercises effective control.

As promulgated by ASC 810, a VIE is not self-supportive due to having one or both of the following conditions: (i) it has an insufficient amount of equity for it to finance its activities without receiving additional subordinated financial support or (ii) its owners do not hold the typical risks and rights of equity owners. This determination is made upon the creation of a variable interest and is re-assessed on an on-going basis should certain changes in the operations of a VIE, or its relationship with the primary beneficiary trigger a reconsideration under the provisions of ASC 810. After a triggering event occurs the most recent facts and circumstances are utilized in determining whether or not a company is a VIE, which other company(s) have a variable interest in the entity, and whether or not the company’s interest is such that it is the primary beneficiary.

We will continue to monitor our relationships with the other entities regarding who is the primary beneficiary, which could change based on facts and circumstances of any reconsideration events.

Intercompany accounts and transactions have been eliminated.

Description of Legal Entities

AMERCO is the holding company for:

U-Haul International, Inc. (“U-Haul”),

Amerco Real Estate Company (“Real Estate”),

Repwest Insurance Company (“Repwest”), and

Oxford Life Insurance Company (“Oxford”).

Unless the context otherwise requires, the term “Company,” “we,” “us” or “our” refers to AMERCO and all of its legal subsidiaries. 

Description of Operating Segments

AMERCO has three reportable segments. They are Moving and Storage, Property and Casualty Insurance and Life Insurance.

Moving and Storage includes AMERCO, U-Haul, and Real Estate and the wholly-owned subsidiaries of U-Haul and Real Estate. Operations consist of the rental of trucks and trailers, sales of moving supplies, sales of towing accessories, sales of propane, 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.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


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 across North America. Property and Casualty Insurance also underwrites components of the Safemove, Safetow, Safemove Plus, Safestor and Safestor Mobile protection packages to U-Haul customers. The business plan for Property and Casualty Insurance includes offering property and casualty products in other U-Haul related programs. ARCOA is a group captive insurer owned by us and our wholly-owned subsidiaries whose purpose is to provide insurance products related to the moving and storage business.

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.

Note 3.  Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with the generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting policies that we deem most critical to us and that require management’s most difficult and subjective judgments include the principles of consolidation, the recoverability of property, plant and equipment, the adequacy of insurance reserves, the recognition and measurement of impairments for investments accounted for under ASC 320 - Investments - Debt and Equity Securities and the recognition and measurement of income tax assets and liabilities. The actual results experienced by us may differ from management’s estimates.

Cash and Cash Equivalents

We consider cash equivalents to be highly liquid debt securities with insignificant interest rate risk with original maturities from the date of purchase of three months or less.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash deposits. Accounts at each United States financial institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Accounts at each Canadian financial institution are insured by the Canada Deposit Insurance Corporation up to $100,000 CAD per account. At March 31, 2015 and March 31, 2014, we held cash equivalents in excess of these insured limits. To mitigate this risk, we select financial institutions based on their credit ratings and financial strength.

Investments

Fixed Maturities and Marketable Equities. Fixed maturity investments consist of either marketable debt, equity or redeemable preferred stocks. As of the balance sheet dates, all of our investments in these securities were classified as available-for-sale. Available-for-sale investments are reported at fair value, with unrealized gains or losses recorded net of taxes and applicable adjustments to deferred policy acquisition costs in stockholders’ equity. Fair value for these investments is based on quoted market prices, dealer quotes or discounted cash flows. The cost of investments sold is based on the specific identification method.

In determining if and when a decline in market value below carrying value is an other-than-temporary impairment, management makes certain assumptions or judgments in its assessment including but not limited to: our ability to hold the security, quoted market prices, dealer quotes, discounted cash flows, industry factors, financial factors, and issuer specific information. Other-than-temporary impairments, to the extent of the decline, as well as realized gains or losses on the sale or exchange of investments are recognized in the current period operating results.

Mortgage Loans and Notes on Real Estate. Mortgage loans and notes on real estate are reported at their unpaid balance, net of any allowance for possible losses and any unamortized premium or discount.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Recognition of Investment Income. Interest income from bonds and mortgage notes is recognized when earned. Dividends on common and preferred stocks are recognized on the ex-dividend dates. Realized gains and losses on the sale or exchange of investments are recognized at the trade date.

Derivative Financial Instruments

Our objective for holding derivative financial instruments is to manage interest rate risk exposure primarily through entering interest rate swap agreements. An interest rate swap is a contractual exchange of interest payments between two parties. A standard interest rate swap involves the payment of a fixed rate times a notional amount by one party in exchange for a floating rate times the same notional amount from another party. As interest rates change, the difference to be paid or received is accrued and recognized as interest expense or income over the life of the agreement.  We do not enter into these instruments for trading purposes. Counterparties to the interest rate swap agreements are major financial institutions. In accordance with ASC 815 - Derivatives and Hedging, we recognize interest rate swap agreements on the balance sheet at fair value, which is classified as prepaid expenses (asset) or accrued expenses (liability). Derivatives that are not designated as cash flow hedges for accounting purposes must be adjusted to fair value through income. If the derivative qualifies and is designated as a cash flow hedge, changes in its fair value will either be offset against the change in fair value of the hedged item through earnings or recorded in accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. See Note 11, Derivatives of the Notes to Consolidated Financial Statements.

Inventories, net

Inventories, net were as follows:

 

 

March 31,

 

 

2015

 

2014

 

 

(In thousands)

Truck and trailer parts and accessories (a)

$

62,701

$

61,843

Hitches and towing components (b)

 

15,308

 

14,412

Moving supplies and propane (b)

 

7,866

 

8,040

Subtotal

 

85,875

 

84,295

Less: LIFO reserves

 

(15,019)

 

(14,788)

Less: excess and obsolete reserves

 

(1,384)

 

(2,487)

Total

$

69,472

$

67,020

 

 

 

 

 

(a) Primarily held for internal usage, including equipment manufacturing and repair

(b) Primarily held for retail sales

 

 

 

 

Inventories consist primarily of truck and trailer parts and accessories used to manufacture and repair rental equipment as well as products and accessories available for retail sale. Inventory is held at our owned locations; our independent dealers do not hold any of our inventory.

Inventory cost is primarily determined using the last-in first-out method (“LIFO”). Inventories valued using LIFO consisted of approximately 97% of the total inventories for March 31, 2015 and 2014. Had we utilized the first-in first-out method (“FIFO”), stated inventory balances would have been $15.0 million and $14.8 million higher at March 31, 2015 and 2014, respectively. In fiscal 2015, the positive effect on income due to liquidation of a portion of the LIFO inventory was $0.1 million.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Property, Plant and Equipment

Our Property, plant and equipment is stated at cost. Interest expense incurred during the initial construction of buildings and rental equipment is considered part of cost. Depreciation is computed for financial reporting purposes using the straight line or an accelerated method based on a declining balance formula over the following estimated useful lives: rental equipment 2-20 years and buildings and non-rental equipment 3-55 years. We follow the deferral method of accounting based on ASC 908 - Airlines for major overhauls in which engine and transmission overhauls are capitalized and amortized over three years. Routine maintenance costs are charged to operating expense as they are incurred. Gains and losses on dispositions of property, plant and equipment are netted against depreciation expense when realized. The net amount of (gains) or losses netted against depreciation expense were ($74.6) million, ($33.6) million and ($22.5) million during fiscal 2015, 2014 and 2013, respectively. Equipment depreciation is recognized in amounts expected to result in the recovery of estimated residual values upon disposal, i.e., minimize gains or losses. In determining the depreciation rate, historical disposal experience, holding periods and trends in the market for vehicles are reviewed.

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 or that the useful life of assets are shorter or longer than originally estimated. Reductions in residual values (i.e., the price at which we ultimately expect to dispose of revenue earning equipment) or useful lives will result in an increase in depreciation expense over the remaining life of the equipment. 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, the net book value of the assets is depreciated over the newly determined remaining useful lives.

Management determined that additions to the fleet resulting from purchases should be depreciated on an accelerated method based upon a declining formula. Under the declining balances method (2.4 times declining balance), the book value of a rental truck is reduced approximately 16%, 13%, 11%, 9%, 8%, 7%, and 6% during years one through seven, respectively and then reduced on a straight line basis to a salvage value of 20% by the end of year fifteen. Beginning in October 2012, new purchased rental equipment subject to this depreciation schedule is depreciated to a salvage value of 15%. Comparatively, a standard straight line approach would reduce the book value by approximately 5.7% per year over the life of the truck. In fiscal 2015, we recorded $3.2 million of depreciation expense associated with the extension of the useful lives of rental equipment.

Although we intend to sell our used vehicles for prices approximating book value, the extent to which we realize a gain or loss on the sale of used vehicles is dependent upon various factors including, but not limited to, the general state of the used vehicle market, the age and condition of the vehicle at the time of its disposal and the depreciation rates with respect to the vehicle. We typically sell our used vehicles at our sales centers throughout North America, on our web site at uhaul.com/trucksales or by phone at 866-404-0355. Additionally, we sell a large portion of our pickup and cargo van fleet at automobile dealer auctions.

The carrying value of surplus real estate, which is lower than market value at the balance sheet date, was $14.1 million for both fiscal 2015 and 2014, respectively, and is included in Investments, other.

Receivables

Accounts receivable include trade accounts from moving and self-storage customers and dealers, insurance premiums and amounts due from re-insurers, less management’s estimate of uncollectible accounts.

Insurance premiums receivable for policies that are billed through contracted agents are recorded net of commission’s payable. A commission payable is recorded as a separate liability for those premiums that are billed direct.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Reinsurance recoverables include case reserves and actuarial estimates of claims incurred but not reported ("IBNR"). These receivables are not expected to be collected until after the associated claim has been adjudicated and billed to the re-insurer. The reinsurance recoverables may have little or no allowance for doubtful accounts due to the fact that reinsurance is typically procured from carriers with strong credit ratings. Furthermore, we do not cede losses to a re-insurer if the carrier is deemed financially unable to perform on the contract. Reinsurance recoverables also include insurance ceded to other insurance companies.

Notes and mortgage receivables include accrued interest and are reduced by discounts and amounts considered by management to be uncollectible.

Policy Benefits and Losses, Claims and Loss Expenses Payable

Life Insurance’s liabilities for life insurance and certain annuity and health policies are established to meet the estimated future obligations of policies in force, and are based on mortality, morbidity and withdrawal assumptions from recognized actuarial tables which contain margins for adverse deviation. Liabilities for health, disability and other policies include estimates of payments to be made on insurance claims for reported losses and estimates of losses incurred, but not yet reported. Oxford’s liabilities for deferred annuity contracts consist of contract account balances that accrue to the benefit of the policyholders.

Property and Casualty Insurance’s liability for reported and unreported losses is based on Repwest’s 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 re-insurers on unpaid losses are estimated in a manner consistent with the claim liability associated with the re-insured policy. Adjustments to the liability for unpaid losses and loss expenses as well as amounts recoverable from re-insurers on unpaid losses are charged or credited to expense in the periods in which they are made.

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:

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 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 IBNR liability.  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.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Self-Insurance Reserves

U-Haul retains the risk for certain public liability and property damage programs related to the rental equipment. The consolidated balance sheets include $363.6 million and $370.7 million of liabilities related to these programs as of March 31, 2015 and 2014, respectively. These liabilities are recorded in Policy benefits and losses, claims and loss expenses payable. Management takes into account losses incurred based upon actuarial estimates, past experience, current claim trends, as well as social and economic conditions. 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.

Additionally, as of March 31, 2015 and 2014, the consolidated balance sheets include liabilities of $8.7 million and $8.4 million, respectively, related to our provided medical plan benefits for eligible employees. We estimate this liability based on actual claims outstanding as of the balance sheet date as well as an actuarial estimate of claims incurred but not reported. This liability is reported net of estimated recoveries from excess loss reinsurance policies with unaffiliated insurers of $0.3 million and $0.2 million for fiscal 2015 and 2014, respectively. These amounts are recorded in Accounts payable and accrued expenses on the consolidated balance sheets.

Revenue Recognition

Self-moving rentals are recognized for the period that trucks and moving equipment are rented. Self-storage revenues, based upon the number of paid storage contract days, are recognized as earned during the period.  Sales of self-moving and self-storage related products are recognized at the time that title passes and the customer accepts delivery. Property and casualty, traditional life and Medicare supplement insurance premiums are recognized as revenue over the policy periods. For products where premiums are due over a significantly shorter duration than the period over which benefits are provided, such as our single premium whole life product, premiums are recognized when received and excess profits are deferred and recognized in relation to the insurance in force. Interest and investment income are recognized as earned.

Amounts collected from customers for sales tax are recorded on a net basis.

Advertising

All advertising costs are expensed as incurred. Advertising expense was $7.5 million, $7.1 million and $6.7 million in fiscal 2015, 2014 and 2013, respectively.

Deferred Policy Acquisition Costs

Commissions and other costs that fluctuate with and are primarily related to the acquisition or renewal of certain insurance premiums are deferred. For our Life Insurance’s life and health insurance products, these costs are amortized, with interest, in relation to revenue such that costs are realized as a constant percentage of revenue. For its annuity insurance products the costs are amortized, with interest, in relation to the present value of actual and expected gross profits.

Starting in fiscal 2014, new annuity contract holders were provided with a sales inducement in the form of a premium bonus.  Sales inducements are recognized as an asset with a corresponding increase to the policyholder liability and are amortized in a similar manner to Deferred Acquisition Cost.  As of December 31, 2014, the Sales Inducement Asset included with Deferred Acquisition Cost amounted to $24.8 million on the consolidated balance sheet and amortization expense totaled $2.4 million.

Environmental Costs

Liabilities are recorded when environmental assessments and remedial efforts, if applicable, are probable and the costs can be reasonably estimated. The amount of the liability is based on management’s best estimate of undiscounted future costs. Certain recoverable environmental costs related to the removal of underground storage tanks or related contamination are capitalized and amortized over the estimated useful lives of the properties. These costs improve the safety or efficiency of the property or are incurred in preparing the property for sale.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Income Taxes

AMERCO files a consolidated tax return with all of its legal subsidiaries. In accordance with ASC 740 - Income Taxes (“ASC 740”), the provision for income taxes reflects deferred income taxes resulting from changes in temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net earnings, foreign currency translation adjustments, unrealized gains and losses on investments, the change in fair value of cash flow hedges and the change in postretirement benefit obligation.

Adoption of New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, an updated standard on revenue recognition. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The standard requires expanded disclosure surrounding revenue recognition. Early application is not permitted. The standard is effective for fiscal periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

In March 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The guidance is effective for interim periods and annual period beginning after December 15, 2015; however early adoption is permitted. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

From time to time, new accounting pronouncements are issued by the FASB or the SEC that are adopted by us as of the specified effective date. Unless otherwise discussed, these ASU’s entail technical corrections to existing guidance or affect guidance related to specialized industries or entities and therefore will have minimal, if any, impact on our financial position or results of operations upon adoption.

Note 4.  Earnings Per Share

Our earnings per share is calculated by dividing our earnings available to common stockholders by the weighted average common shares outstanding, basic and diluted.

The weighted average common shares outstanding exclude post-1992 shares of the employee stock ownership plan that have not been committed to be released. The unreleased shares, net of shares committed to be released, were 12,470; 33,173; and 66,669 as of March 31, 2015, 2014, and 2013, respectively.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Note 5.  Reinsurance Recoverables and Trade Receivables, Net

Reinsurance recoverables and trade receivables, net were as follows:

 

 

March 31,

 

 

2015

 

2014

 

 

(In thousands)

Reinsurance recoverable

$

130,734

$

147,301

Trade accounts receivable

 

32,493

 

29,011

Paid losses recoverable

 

1,690

 

3,315

Accrued investment income

 

15,609

 

14,936

Premiums and agents' balances

 

1,082

 

1,129

Independent dealer receivable

 

154

 

411

Other receivable

 

8,897

 

4,177

 

 

190,659

 

200,280

Less: Allowance for doubtful accounts

 

(790)

 

(958)

 

$

189,869

$

199,322

Note 6.  Investments

Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

We deposit bonds with insurance regulatory authorities to meet statutory requirements. The adjusted cost of bonds on deposit with insurance regulatory authorities was $16.4 million and $16.3 million at December 31, 2014 and 2013, respectively.

Available-for-Sale Investments

Available-for-sale investments at March 31, 2015 were as follows:

 

 

Amortized

Cost

 

Gross

Unrealized

Gains

 

Gross

Unrealized

Losses More than 12 Months

 

Gross

Unrealized

Losses Less than 12 Months

 

Estimated

Market

Value

 

 

(In thousands)

U.S. treasury securities and government obligations

$

99,722

$

5,658

$

(64)

$

$

105,316

U.S. government agency mortgage-backed securities

 

30,569

 

2,614

 

(39)

 

(3)

 

33,141

Obligations of states and political subdivisions

 

165,724

 

13,052

 

(298)

 

(10)

 

178,468

Corporate securities

 

885,470

 

44,426

 

(2,522)

 

(2,966)

 

924,408

Mortgage-backed securities

 

19,874

 

806

 

(1)

 

 

20,679

Redeemable preferred stocks

 

18,052

 

521

 

(253)

 

(24)

 

18,296

Common stocks

 

17,975

 

6,719

 

 

(40)

 

24,654

 

$

1,237,386

$

73,796

$

(3,177)

$

(3,043)

$

1,304,962

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Available-for-sale investments at March 31, 2014 were as follows:

 

 

Amortized

Cost

 

Gross

Unrealized

Gains

 

Gross

Unrealized

Losses More than 12 Months

 

Gross

Unrealized

Losses Less than 12 Months

 

Estimated

Market

Value

 

 

(In thousands)

U.S. treasury securities and government obligations

$

49,883

$

1,475

$

$

(1,004)

$

50,354

U.S. government agency mortgage-backed securities

 

36,258

 

2,558

 

(4)

 

(425)

 

38,387

Obligations of states and political subdivisions

 

166,311

 

4,834

 

(308)

 

(3,627)

 

167,210

Corporate securities

 

834,923

 

26,075

 

(3,794)

 

(25,875)

 

831,329

Mortgage-backed securities

 

12,425

 

279

 

(3)

 

(514)

 

12,187

Redeemable preferred stocks

 

18,445

 

283

 

(82)

 

(1,113)

 

17,533

Common stocks

 

17,299

 

3,987

 

(1)

 

(10)

 

21,275

 

$

1,135,544

$

39,491

$

(4,192)

$

(32,568)

$

1,138,275

The available-for-sale tables include gross unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

We sold available-for-sale securities with a fair value of $109.1 million, $170.0 million and $165.1 million in fiscal 2015, 2014 and 2013, respectively. The gross realized gains on these sales totaled $4.6 million, $5.0 million and $9.5 million in fiscal 2015, 2014 and 2013, respectively. We realized gross losses on these sales of $0.7 million, $1.4 million and $0.7 million in fiscal 2015, 2014 and 2013, respectively. 

The unrealized losses of more than twelve months in the available-for-sale tables are considered temporary declines. We track each investment with an unrealized loss and evaluate them on an individual basis for other-than-temporary impairments including obtaining corroborating opinions from third party sources, performing trend analysis and reviewing management’s future plans. Certain of these investments may have declines determined by management to be other-than-temporary and we recognized these write-downs through earnings. There were no write downs in fiscal 2015, 2014 and 2013.

The investment portfolio primarily consists of corporate securities and U.S. government securities. We believe we monitor our investments as appropriate. Our methodology of assessing other-than-temporary impairments is based on security-specific analysis as of the balance sheet date and considers various factors, including the length of time to maturity, the extent to which the fair value has been less than the cost, the financial condition and the near-term prospects of the issuer, and whether the debtor is current on its contractually obligated interest and principal payments. Nothing has come to management’s attention that would lead to the belief that each issuer would not have the ability to meet the remaining contractual obligations of the security, including payment at maturity. We have the ability and intent not to sell our fixed maturity and common stock investments for a period of time sufficient to allow us to recover our costs.

The portion of other-than-temporary impairment related to a credit loss is recognized in earnings. The significant inputs utilized in the evaluation of mortgage backed securities credit losses include ratings, delinquency rates, and prepayment activity. The significant inputs utilized in the evaluation of asset backed securities credit losses include the time frame for principal recovery and the subordination and value of the underlying collateral.

There were no credit losses recognized in earnings for which a portion of an other-than-temporary impairment was recognized in accumulated other comprehensive income (loss) for fiscal 2015 or 2014.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


The adjusted cost and estimated market value of available-for-sale investments by contractual maturity, were as follows:

 

 

March 31, 2015

 

March 31, 2014

 

 

Amortized

Cost

 

Estimated

Market

Value

 

Amortized

Cost

 

Estimated

Market

Value

 

 

(In thousands)

Due in one year or less

$

36,355

$

37,055

$

20,235

$

20,475

Due after one year through five years

 

198,488

 

209,404

 

185,447

 

194,563

Due after five years through ten years

 

474,639

 

492,782

 

350,048

 

350,953

Due after ten years

 

472,003

 

502,092

 

531,645

 

521,289

 

 

1,181,485

 

1,241,333

 

1,087,375

 

1,087,280

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

19,874

 

20,679

 

12,425

 

12,187

Redeemable preferred stocks

 

18,052

 

18,296

 

18,445

 

17,533

Equity securities

 

17,975

 

24,654

 

17,299

 

21,275

 

$

1,237,386

$

1,304,962

$

1,135,544

$

1,138,275

Investments, other

The carrying value of other investments was as follows:

 

 

March 31,

 

 

2015

 

2014

 

 

(In thousands)

Mortgage loans, net

$

161,851

$

159,552

Short-term investments

 

47,739

 

44,700

Real estate

 

34,597

 

18,878

Policy loans

 

16,431

 

16,973

Other equity investments

 

8,102

 

8,747

 

$

268,720

$

248,850

Mortgage loans are carried at the unpaid balance, less an allowance for probable losses and any unamortized premium or discount. The allowance for probable losses was $0.4 million as of March 31, 2015 and 2014. The estimated fair value of these loans as of March 31, 2015 and 2014 approximated the carrying value. These loans represent first lien mortgages held by us.

Short-term investments consist primarily of investments in money market funds, mutual funds and any other investments with short-term characteristics that have original maturities of less than one year at acquisition. These investments are recorded at cost, which approximates fair value.

Real estate obtained through foreclosure and held for sale is carried at the lower of fair value at time of foreclosure or current estimated fair value less cost to sell. Other equity investments are carried at cost and assessed for impairment.

Insurance policy loans are carried at their unpaid balance.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Note 7. Other Assets

Other assets were as follows:

 

 

March 31,

 

 

2015

 

2014

 

 

(In thousands)

Deposits (debt-related)

$

49,467

$

33,139

Cash surrender value of life insurance policies

 

30,563

 

30,934

Excess of loss reinsurance recoverable

 

 

15,000

Deferred charges (debt-related)

 

16,575

 

9,047

Other

 

9,552

 

9,468

 

$

106,157

$

97,588

Note 8. Net Investment and Interest Income

Net investment and interest income, were as follows:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

Fixed maturities

$

58,716

$

53,634

$

50,696

Real estate

 

2,669

 

1,118

 

380

Insurance policy loans

 

1,072

 

1,159

 

1,126

Mortgage loans

 

10,677

 

9,450

 

17,952

Short-term, amounts held by ceding reinsurers, net and other investments

 

2,724

 

3,440

 

367

Investment income

 

75,858

 

68,801

 

70,521

Less: investment expenses

 

(1,962)

 

(1,629)

 

(1,374)

Investment income - related party

 

10,832

 

12,419

 

13,756

Net investment and interest income

$

84,728

$

79,591

$

82,903

Note 9. Borrowings

Long-Term Debt

Long-term debt was as follows:

 

 

 

 

 

March 31,

 

2015 Rate (a)

 

Maturities

 

2015

 

2014

 

 

 

 

 

(In thousands)

Real estate loan (amortizing term)

1.68% - 6.93%

 

2015 - 2023

$

240,000

$

250,000

Real estate loan (revolving credit)

-

 

2015

 

 

Senior mortgages

2.17% - 5.75%

 

2015 - 2038

 

717,512

 

684,915

Working capital loan (revolving credit)

-

 

2016

 

 

Fleet loans (amortizing term)

1.95% - 5.57%

 

2015 - 2021

 

317,784

 

370,394

Fleet loan (securitization)

4.90%

 

2017

 

75,846

 

90,793

Fleet loans (revolving credit)

1.17% - 2.02%

 

2017 - 2019

 

190,000

 

89,632

Capital leases (rental equipment)

1.95% - 7.84%

 

2015 - 2022

 

602,470

 

416,750

Other obligations

3.00% - 8.00%

 

2015 - 2045

 

47,257

 

39,875

Total notes, loans and leases payable

 

 

 

$

2,190,869

$

1,942,359

 

 

 

 

 

 

 

 

(a) Interest rate as of March 31, 2015, including the effect of applicable hedging instruments

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Real Estate Backed Loans

Real Estate Loan

Amerco Real Estate Company and certain of its subsidiaries and U-Haul Company of Florida are borrowers under a Real Estate Loan. As of March 31, 2015, the outstanding balance on the Real Estate Loan was $240.0 million. U-Haul International, Inc. is a guarantor of this loan.  The Real Estate Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. The Real Estate Loan is secured by various properties owned by the borrowers. The final maturity of the term loan is April 2023

The interest rate, per the provisions of the amended loan agreement, is the applicable London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At March 31, 2015, the applicable LIBOR was 0.18% and the applicable margin was 1.50%, the sum of which was 1.68% which applied to $25.0 million of the Real Estate Loan and matures September 2015, but can be paid off in full before this date. The rate on the remaining balance of $215.0 million of the Real Estate Loan is hedged with an interest rate swap fixing the rate at 6.93% based on current margin. The interest rate swap expires in August 2018, after this date the remaining balance will incur interest at a rate of LIBOR plus a margin of 1.50%. The default provisions of the Real Estate Loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds.

Amerco Real Estate Company and U-Haul Company of Florida entered into a revolving credit agreement for $50.0 million. As of March 31, 2015, we had the full $50.0 million available to be drawn. This agreement matured in April 2015.

Senior Mortgages

Various subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are borrowers under certain senior mortgages. These senior mortgage loan balances as of March 31, 2015 were in the aggregate amount of $717.5 million and mature between 2015 and 2038. During the second quarter of fiscal 2015, we paid off approximately $127 million of our senior mortgages before their maturity in July 2015. As part of this defeasance, we incurred costs associated with the early extinguishment of debt of $3.8 million in fees and $0.3 million of transaction cost amortization related to the defeased debt.

In January 2015, we paid off $245.9 million of our senior mortgages that were due July 2015. These loans carried interest rates between 5.52% and 5.68%. The note agreements allowed for prepayment without any extra costs or fees to us.

During fiscal 2015, we entered into $448.0 million of senior mortgages with rates between 2.17% and 4.81% that mature between 2017 and 2034. The senior mortgages require monthly principal and interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. The senior mortgages are secured by certain properties owned by the borrowers. The fixed interest rates, per the provisions of the senior mortgages, range between 4.22% and 5.75%. Additionally, $142.6 million of these loans have variable interest rates comprised of applicable LIBOR base rates between 0.17% and 0.18% plus margins between 2.00% and 2.50%, the sum of which was between 2.17% and 2.68%. Amerco Real Estate Company and U-Haul International, Inc. have provided limited guarantees of the senior mortgages. The default provisions of the senior mortgages include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds. 

Working Capital Loans

Amerco Real Estate Company is a borrower under an asset backed working capital loan. The maximum amount that can be drawn at any one time is $25.0 million. At March 31, 2015, the full $25.0 million was available to be drawn. This loan is secured by certain properties owned by the borrower. This loan agreement provides for revolving loans, subject to the terms of the loan agreement. This agreement matures in April 2016. This loan requires monthly interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. U-Haul International, Inc. and AMERCO are the guarantors of this loan. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. The interest rate is the applicable LIBOR plus a margin of 1.25%.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Fleet Loans

Rental Truck Amortizing Loans

U-Haul International, Inc. and several of its subsidiaries are borrowers under amortizing term loans. The balance of the loans as of March 31, 2015 was $202.8 million with the final maturities between July 2015 and March 2021.

The Amortizing Loans require monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. These loans were used to purchase new trucks. The interest rates, per the provision of the Loan Agreements, are the applicable LIBOR plus the applicable margins. At March 31, 2015, the applicable LIBOR was between 0.17% and 0.18% and applicable margins were between 1.35% and 2.50%. The interest rates are hedged with interest rate swaps fixing the rates between 2.82% and 5.57% based on current margins. Additionally, $84.8 million of these loans are carried at fixed rates ranging between 1.95% and 3.94%.

AMERCO and U-Haul International, Inc. are guarantors of these loans. The default provisions of these loans include non-payment of principal or interest and other standard reporting and change-in-control covenants.

A subsidiary of U-Haul International, Inc. is a borrower under amortizing term loans with an aggregate balance of $115.0 million that were used to fund new truck acquisitions. The final maturity date of these notes is August 2016.  The agreements contain options to extend the maturity through May 2017. These notes are secured by the purchased equipment and the corresponding operating cash flows associated with their operation.  These notes have fixed interest rates between 3.52% and 3.53%. At March 31, 2015, the aggregate outstanding balance was $115.0 million.

AMERCO and U-Haul International, Inc. are guarantors of these loans. The default provisions of these loans include non-payment of principal or interest and other standard reporting and change-in-control covenants.

Rental Truck Securitizations

2010 U-Haul S Fleet and its subsidiaries (collectively, “2010 USF”) issued a $155.0 million asset-backed note (“2010 Box Truck Note”) on October 28, 2010. 2010 USF is a bankruptcy-remote special purpose entity wholly-owned by U-Haul International, Inc. The net proceeds from the securitized transaction were used to finance new box truck purchases. U.S. Bank, NA acts as the trustee for this securitization.

The 2010 Box Truck Note has a fixed interest rate of 4.90% with an expected final maturity of October 2017. At March 31, 2015, the outstanding balance was $75.8 million. The note is secured by the box trucks purchased and the corresponding operating cash flows associated with their operation.

The 2010 Box Truck Note is subject to certain covenants with respect to liens, additional indebtedness of the special purpose entity, the disposition of assets and other customary covenants of bankruptcy-remote special purpose entities. The default provisions of this note include non-payment of principal or interest and other standard reporting and change-in-control covenants.

Rental Truck Revolvers

Various subsidiaries of U-Haul International, Inc. entered into a revolving fleet loan for $75 million, which can be increased to a maximum of $225 million. The loan matures in October 2018. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus the applicable margin. At March 31, 2015, the applicable LIBOR was 0.17% and the margin was 1.75%, the sum of which was 1.92%. Only interest is paid during the first four years of the loan with principal due monthly over the last nine months. As of March 31, 2015, the outstanding balance was $65.0 million.

Various subsidiaries of U-Haul International, Inc. entered into a revolving fleet loan for $100 million, which can be increased to a maximum of $125 million. The loan matures in October 2017. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus the applicable margin. At March 31, 2015, the applicable LIBOR was 0.17% and the margin was 1.00%, the sum of which was 1.17%. Only interest is paid during the first three years of the loan with principal due monthly over the last nine months. As of March 31, 2015, the outstanding balance was $75.0 million.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Various subsidiaries of U-Haul International, Inc. entered into a revolving fleet loan for $70 million. The loan matures in May 2019. This agreement contains an option to extend the maturity through February 2020. At March 31, 2015, the applicable LIBOR was 0.17% and the margin was 1.85%, the sum of which was 2.02%. Only interest is paid during the first five years of the loan with principal due upon maturity. As of March 31, 2015, the outstanding balance was $50.0 million.

Capital Leases

We regularly enter into capital leases for new equipment with the terms of the leases between 5 and 7 years. At March 31, 2015, the balance of these leases was $602.5 million. The net book value of the corresponding capitalized assets was $735.6 million at March 31, 2015.

Other Obligations

In February 2011, the Company and US Bank, National Association (the “Trustee”) entered into the
U-Haul Investors Club Indenture.  The Company and the Trustee entered into this indenture to provide for the issuance of notes by us directly to investors over our proprietary website, uhaulinvestorsclub.com
(“U-Notes”). The U-Notes are secured by various types of collateral including rental equipment and real estate.  U-Notes are issued in smaller series that vary as to principal amount, interest rate and maturity.  U-Notes are obligations of the Company and secured by the associated collateral; they are not guaranteed by any of the Company’s affiliates or subsidiaries.

At March 31, 2015, the aggregate outstanding principal balance of the U-Notes issued was $53.6 million of which $6.3 million is held by our insurance subsidiaries and eliminated in consolidation. Interest rates range between 3.00% and 8.00% and maturity dates between 2015 and 2045.

Annual Maturities of Notes, Loans and Leases Payable

The annual maturities of long-term debt as of March 31, 2015 for the next five years and thereafter are as follows:

 

 

Year Ended March 31,

 

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

 

(In thousands)

Notes, loans and leases payable, secured

$

260,810

$

420,347

$

339,469

$

250,204

$

251,135

$

668,904

Note 10. Interest on Borrowings

Interest Expense

Components of interest expense include the following:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

Interest expense

$

80,905

$

72,538

$

66,159

Capitalized interest

 

(1,204)

 

(571)

 

(415)

Amortization of transaction costs

 

3,495

 

3,551

 

4,133

Interest expense resulting from derivatives

 

14,329

 

17,174

 

20,819

Total interest expense

 

97,525

 

92,692

 

90,696

Write-off of transaction costs related to early extinguishment of debt

 

298

 

 

Fees on early extinguishment of debt

 

3,783

 

 

Fees and amortization on early extinguishment of debt

 

4,081

 

 

Total

$

101,606

$

92,692

$

90,696

Interest paid in cash, including payments related to derivative contracts, amounted to $95.0 million, $87.8 million and $84.6 million for fiscal 2015, 2014 and 2013, respectively. In addition, during fiscal 2015, we paid $3.8 million associated to the fees on the early extinguishment of debt.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Interest Rates

Interest rates and our revolving credit borrowings were as follows:

 

 

Revolving Credit Activity

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands, except interest rates)

Weighted average interest rate during the year

 

1.70%

 

1.10%

 

1.25%

Interest rate at year end

 

1.65%

 

1.78%

 

0.00%

Maximum amount outstanding during the year

$

232,000

$

89,632

$

48,920

Average amount outstanding during the year

$

187,004

$

18,658

$

18,707

Facility fees

$

336

$

301

$

449

Note 11.  Derivatives

We manage exposure to changes in market interest rates. Our use of derivative instruments is limited to highly effective interest rate swaps to hedge the risk of changes in cash flows (future interest payments) attributable to changes in LIBOR swap rates, the designated benchmark interest rate being hedged on certain of our LIBOR indexed variable rate debt and a variable rate operating lease. The interest rate swaps effectively fix our interest payments on certain LIBOR indexed variable rate debt. We monitor our positions and the credit ratings of its counterparties and do not currently anticipate non-performance by the counterparties. Interest rate swap agreements are not entered into for trading purposes.

 

Original variable rate debt and lease amount

 

Agreement Date

 

Effective Date

 

Expiration Date

 

Designated cash flow hedge date

 

(In millions)

 

 

 

 

 

 

 

 

$

300.0

 

 

8/16/2006

 

8/18/2006

 

8/10/2018

 

8/4/2006

 

19.3

(a)

 

4/8/2008

 

8/15/2008

 

6/15/2015

 

3/31/2008

 

19.0

 

 

8/27/2008

 

8/29/2008

 

7/10/2015

 

4/10/2008

 

30.0

 

 

9/24/2008

 

9/30/2008

 

9/10/2015

 

9/24/2008

 

15.0

(a)

 

3/24/2009

 

3/30/2009

 

3/30/2016

 

3/25/2009

 

14.7

(a)

 

7/6/2010

 

8/15/2010

 

7/15/2017

 

7/6/2010

 

25.0

(a)

 

4/26/2011

 

6/1/2011

 

6/1/2018

 

6/1/2011

 

50.0

(a)

 

7/29/2011

 

8/15/2011

 

8/15/2018

 

7/29/2011

 

20.0

(a)

 

8/3/2011

 

9/12/2011

 

9/10/2018

 

8/3/2011

 

15.1

(b)

 

3/27/2012

 

3/28/2012

 

3/28/2019

 

3/26/2012

 

25.0

 

 

4/13/2012

 

4/16/2012

 

4/1/2019

 

4/12/2012

 

44.3

 

 

1/11/2013

 

1/15/2013

 

12/15/2019

 

1/11/2013

(a) forward swap

(b) operating lease

As of March 31, 2015, the total notional amount of our variable interest rate swaps on debt and an operating lease was $333.7 million and $10.8 million, respectively.

The derivative fair values located in Accounts payable and accrued expenses in the balance sheets were as follows:

 

 

Liability Derivative Fair Value as of

 

 

March 31, 2015

 

March 31, 2014

 

 

(In thousands)

Interest rate contracts designated as hedging instruments

$

24,484

$

32,716

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


 

 

The Effect of Interest Rate

 

 

Contracts on the Statements of Operations

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

 

 

Loss recognized in income on interest rate contracts

$

14,329

$

17,174

$

20,819

Gain recognized in AOCI on interest rate contracts (effective portion)

$

(8,203)

$

(19,317)

$

(9,405)

Loss reclassified from AOCI into income (effective portion)

$

14,358

$

16,691

$

19,178

(Gain) loss recognized in income on interest rate contracts (ineffective portion and amount excluded from effectiveness testing)

$

(29)

$

483

$

1,641

Gains or losses recognized in income on derivatives are recorded as interest expense in the statements of operations. During fiscal 2015, we recognized an increase in the fair value of our cash flows hedges of $5.1 million, net of taxes.  Embedded in this change was $14.4 million of losses reclassified from accumulated other comprehensive income to interest expense during the year, net of taxes. At March 31, 2015, we expect to reclassify $12.7 million of net losses on interest rate contracts from accumulated other comprehensive income (loss) to earnings as interest expense over the next twelve months. Please see Note 3, Accounting Policies in the Notes to Consolidated Financial Statements.

Note 12. Stockholders’ Equity

On February 4, 2015, we declared a cash dividend on our Common Stock of $1.00 per share to holders of record on March 6, 2015. The dividend was paid on March 17, 2015.

On December 4, 2013, we declared a cash dividend on our Common Stock of $1.00 per share to holders of record on January 10, 2014. The dividend was paid on February 14, 2014.

On November 7, 2012, we declared a cash dividend on our Common Stock of $5.00 per share to holders of record on November 19, 2012. The dividend was paid on November 30, 2012.

Note 13.  Provision for Taxes

Earnings before taxes and the provision for taxes consisted of the following:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

Pretax earnings:

 

 

 

 

 

 

U.S.

$

541,371

$

516,207

$

389,342

Non-U.S.

 

20,047

 

21,315

 

19,145

Total pretax earnings

$

561,418

$

537,522

$

408,487

 

 

 

 

 

 

 

Current provision (benefit)

 

 

 

 

 

 

Federal

$

112,634

$

131,246

$

116,788

State

 

14,248

 

12,641

 

12,199

Non-U.S.

 

2,599

 

3,787

 

3,344

 

 

129,481

 

147,674

 

132,331

Deferred provision (benefit)

 

 

 

 

 

 

Federal

 

67,306

 

37,979

 

8,466

State

 

5,256

 

7,553

 

1,458

Non-U.S.

 

2,634

 

1,925

 

1,524

 

 

75,196

 

47,457

 

11,448

 

 

 

 

 

 

 

Provision for income tax expense

$

204,677

$

195,131

$

143,779

 

 

 

 

 

 

 

Income taxes paid (net of income tax refunds received)

$

195,072

$

138,384

$

144,682

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


The difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to income before taxes was as follows:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In percentages)

Statutory federal income tax rate

 

35.00%

 

35.00%

 

35.00%

Increase (reduction) in rate resulting from:

 

 

 

 

 

 

State taxes, net of federal benefit

 

2.21%

 

2.38%

 

2.08%

Foreign rate differential

 

(0.32)%

 

(0.33)%

 

(0.45)%

Federal tax credits

 

(0.29)%

 

(0.32)%

 

(0.51)%

Dividend received deduction

 

(0.03)%

 

(0.03)%

 

(0.03)%

Other

 

(0.11)%

 

(0.40)%

 

(0.89)%

Actual tax expense of operations

 

36.46%

 

36.30%

 

35.20%

Significant components of our deferred tax assets and liabilities were as follows:

 

 

March 31,

 

 

2015

 

2014

 

 

(In thousands)

Deferred tax assets:

 

 

 

 

Net operating loss and credit carry forwards

$

1,228

$

2,040

Accrued expenses

 

171,761

 

150,935

Policy benefit and losses, claims and loss expenses payable, net

 

19,560

 

22,479

Unrealized losses

 

 

1,857

Total deferred tax assets

$

192,549

$

177,311

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

Property, plant and equipment

$

680,501

$

593,654

Deferred policy acquisition costs

 

18,369

 

16,250

Unrealized gains

 

20,216

 

Other

 

262

 

3

Total deferred tax liabilities

 

719,348

 

609,907

Net deferred tax liability

$

526,799

$

432,596

The net operating loss and credit carry-forwards in the above table are primarily attributable to $18.1 million of state net operating losses that will begin to expire March 31, 2016 if not utilized.

ASC 740 prescribes a minimum recognition and measurement methodology that a tax position is required to meet before being recognized in the financial statements. The total amount of unrecognized tax benefits at April 1, 2014 was $16.9 million. This entire amount of unrecognized tax benefits if resolved in our favor, would favorably impact our effective tax rate. During the current year we recorded tax expense (net of settlements), resulting from uncertain tax positions in the amount of $3.1 million. At March 31, 2015, the amount of unrecognized tax benefits and the amount that would favorably affect our effective tax rate was $20.0 million.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


A reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period are as follows:

 

 

Unrecognized Tax Benefits

 

 

March 31,

 

 

2015

 

2014

 

 

(In thousands)

 

 

 

 

 

Unrecognized tax benefits beginning balance

$

16,850

$

13,862

Additions based on tax positions related to the current year

 

3,079

 

3,000

Settlements

 

 

(12)

Unrecognized tax benefits ending balance

$

19,929

$

16,850

We recognize interest related to unrecognized tax benefits as interest expense, and penalties as operating expenses. At April 1, 2014, the amount of interest and penalties accrued on unrecognized tax benefits was $4.7 million, net of tax. During the current year we recorded expense from interest and penalties in the amount of $0.5 million, net of tax. At March 31, 2015, the amount of interest and penalties accrued on unrecognized tax benefits was $5.2 million, net of tax.

We file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With some exceptions, we are no longer subject to audit for years prior to the fiscal year ended March 31, 2012. No provision was made for U.S. taxes payable on undistributed foreign earnings since these amounts are permanently reinvested.

Note 14.  Employee Benefit Plans

Profit Sharing Plans

We provide tax-qualified profit sharing retirement plans for the benefit of eligible employees, former employees and retirees in the U.S. and Canada. The plans are designed to provide employees with an accumulation of funds for retirement on a tax-deferred basis and provide for annual discretionary employer contributions. Amounts to be contributed are determined by the President and Chairman of the Board of the Company under the delegation of authority from the Board, pursuant to the terms of the Profit Sharing Plan. No contributions were made to the profit sharing plan during fiscal 2015, 2014 or 2013.

We also provide an employee savings plan which allows participants to defer income under Section 401(k) of the Internal Revenue Code of 1986.

ESOP Plan

We sponsor a leveraged ESOP that generally covers all employees with one year or more of service. The ESOP shares initially were pledged as collateral for its debt which was originally funded by U-Haul. As the debt is repaid, shares are released from collateral and allocated to active employees, based on the proportion of debt service paid in the year. ESOP shares are committed to be released monthly and ESOP compensation expense is recorded based on the current market price at the end of the month. These shares then become outstanding for the earnings per share computations. ESOP compensation expense was $6.9 million, $6.6 million and $5.0 million for fiscal 2015, 2014 and 2013, respectively. Listed below is a summary of these financing arrangements as of fiscal year-end:

 

 

Outstanding as of

 

Interest Payments

Financing Date

 

March 31, 2015

 

2015

 

2014

 

2013

 

 

(In thousands)

June, 1991

$

240

$

48

$

53

$

250

March, 1999

 

 

 

 

February, 2000

 

 

 

 

April, 2001

 

 

 

 

July, 2009

 

866

 

31

 

17

 

35

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Leveraged contributions to the Plan Trust during fiscal 2015, 2014 and 2013 were $1.0 million, $0.7 million and $1.7 million, respectively. In fiscal 2015, the Company made a non-leveraged contribution of  $8.0 million to the Plan Trust. In fiscal 2014 $0.6 million of common stock dividends paid to unallocated shares was applied towards debt service.

Shares held by the Plan were as follows:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

 

(In thousands)

Allocated shares

 

1,249

 

1,312

Unreleased shares - leveraged

 

14

 

40

Fair value of unreleased shares - leveraged

$

4,781

$

9,277

Unreleased shares - non-leveraged

 

25

 

Fair value of unreleased shares - non-leveraged

$

8,242

$

The fair value of unreleased shares issued prior to 1992 is defined as the historical cost of such shares. The fair value of unreleased shares issued subsequent to December 31, 1992 is defined as the trading value of such shares as of March 31, 2015 and March 31, 2014, respectively.

Post Retirement and Post Employment Benefits

We provide medical and life insurance benefits to our eligible employees and their dependents upon retirement from the Company. The retirees must have attained age sixty-five and earned twenty years of full-time service upon retirement for coverage under the medical plan. The medical benefits are capped at a $20,000 lifetime maximum per covered person. The benefits are coordinated with Medicare and any other medical policies in force. Retirees who have attained age sixty-five and earned at least ten years of full-time service upon retirement from the Company are entitled to group term life insurance benefits. The life insurance benefit is $2,000 plus $100 for each year of employment over ten years. The plan is not funded and claims are paid as they are incurred. We use a March 31 measurement date for our post retirement benefit disclosures.

The components of net periodic post retirement benefit cost were as follows:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

Service cost for benefits earned during the period

$

827

$

726

$

622

Interest cost on accumulated postretirement benefit

 

720

 

564

 

554

Other components

 

14

 

19

 

4

Net periodic postretirement benefit cost

$

1,561

$

1,309

$

1,180

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


The fiscal 2015 and fiscal 2014 post retirement benefit liability included the following components:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

 

(In thousands)

Beginning of year

$

16,119

$

14,376

Service cost for benefits earned during the period

 

827

 

726

Interest cost on accumulated post retirement benefit

 

720

 

564

Net benefit payments and expense

 

(450)

 

(263)

Actuarial loss

 

1,338

 

716

Accumulated postretirement benefit obligation

 

18,554

 

16,119

 

 

 

 

 

Current liabilities

 

513

 

397

Non-current liabilities

 

18,041

 

15,722

 

 

 

 

 

Total post retirement benefit liability recognized in statement of financial position

 

18,554

 

16,119

Components included in accumulated other comprehensive income (loss):

 

 

 

 

Unrecognized net loss

 

(1,817)

 

(492)

Cumulative net periodic benefit cost (in excess of employer contribution)

$

16,737

$

15,627

The discount rate assumptions in computing the information above were as follows:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In percentages)

Accumulated postretirement benefit obligation

 

3.99%

 

4.49%

 

3.77%

In December 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 became law. Amounts shown on the previous page include the effect of the subsidy. The discount rate represents the expected yield on a portfolio of high grade (AA to AAA rated or equivalent) fixed income investments with cash flow streams sufficient to satisfy benefit obligations under the plan when due. Fluctuations in the discount rate assumptions primarily reflect changes in U.S. interest rates. The assumed health care cost trend rate used to measure the accumulated postretirement benefit obligation as of the end of fiscal 2015 was 7.3% in the initial year and was projected to decline annually to an ultimate rate of 4.5% in fiscal 2029. The assumed health care cost trend rate used to measure the accumulated post retirement benefit obligation as of the end of fiscal 2014 (and used to measure the fiscal 2015 net periodic benefit cost) was 7.6% in the initial year and was projected to decline annually to an ultimate rate of 4.5% in fiscal 2029.

If the estimated health care cost trend rate assumptions were increased by one percent, the accumulated post retirement benefit obligation as of fiscal year-end would increase by $265,390 and the total of the service cost and interest cost components would increase by $31,993. A decrease in the estimated health care cost trend rate assumption of one percent would decrease the accumulated post retirement benefit obligation as of fiscal year-end by $300,327 and the total of the service cost and interest cost components would decrease by $36,715.

Post employment benefits provided by us, other than upon retirement, are not material.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Future net benefit payments are expected as follows:

 

 

Future Net Benefit Payments

 

 

(In thousands)

Year-ended:

 

 

2016

$

513

2017

 

615

2018

 

723

2019

 

852

2020

 

995

2021 through 2025

 

7,716

Total

$

11,414

Note 15.  Fair Value Measurements

Fair values of cash equivalents approximate carrying value due to the short period of time to maturity. Fair values of short term investments, investments available-for-sale, long term investments, mortgage loans and notes on real estate, and interest rate swap contracts are based on quoted market prices, dealer quotes or discounted cash flows. Fair values of trade receivables approximate their recorded value.

Our financial instruments that are exposed to concentrations of credit risk consist primarily of temporary cash investments, trade receivables, reinsurance recoverables and notes receivable. Limited credit risk exists on trade receivables due to the diversity of our customer base and their dispersion across broad geographic markets. We place our temporary cash investments with financial institutions and limit the amount of credit exposure to any one financial institution.

We have mortgage receivables, which potentially expose us to credit risk. The portfolio of notes is principally collateralized by self-storage facilities and commercial properties. We have not experienced any material losses related to the notes from individual or groups of notes in any particular industry or geographic area. The estimated fair values were determined using the discounted cash flow method and using interest rates currently offered for similar loans to borrowers with similar credit ratings.

The carrying amount of long term debt and short term borrowings are estimated to approximate fair value as the actual interest rate is consistent with the rate estimated to be currently available for debt of similar term and remaining maturity.

Other investments including short term investments are substantially current or bear reasonable interest rates. As a result, the carrying values of these financial instruments approximate fair value.

Assets and liabilities are recorded at fair value on the condensed consolidated balance sheets and are measured and classified based upon a three tiered approach to valuation. ASC 820 - Fair Value Measurements and Disclosures (“ASC 820”) requires that financial assets and liabilities recorded at fair value be classified and disclosed in one of the following three categories:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; 

Level 2 – Quoted prices for identical or similar financial instruments in markets that are not considered to be active, or similar financial instruments for which all significant inputs are observable, either directly or indirectly, or inputs other than quoted prices that are observable, or inputs that are derived principally from or corroborated by observable market data through correlation or other means; and

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and are unobservable. These reflect management’s assumptions about the assumptions a market participant would use in pricing the asset or liability.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following tables represent the financial assets and liabilities on the condensed consolidated balance sheet at March 31, 2015 and 2014, that are subject to ASC 820 and the valuation approach applied to each of these items.

Year Ended March 31, 2015

 

Total

 

Level 1

 

Level 2

 

Level 3

 

 

(In thousands)

Assets

 

 

 

 

 

 

 

 

Short-term investments

$

460,762

$

460,762

$

$

Fixed maturities - available for sale

 

1,262,012

 

967,986

 

293,022

 

1,004

Preferred stock

 

18,296

 

18,296

 

 

Common stock

 

24,654

 

24,654

 

 

Derivatives

 

4,876

 

4,876

 

 

Total

$

1,770,600

$

1,476,574

$

293,022

$

1,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Guaranteed residual values of TRAC leases

$

$

$

$

Derivatives

 

24,484

 

 

24,484

 

Total

$

24,484

$

$

24,484

$

In light of our definition of an active market at the end of the fourth quarter of fiscal 2015, we reclassified $28.9 million of fixed maturities – available for sale from Level 1 to Level 2 due to a review of their trading activity.

Year Ended March 31, 2014

 

Total

 

Level 1

 

Level 2

 

Level 3

 

 

(In thousands)

Assets

 

 

 

 

 

 

 

 

Short-term investments

$

457,723

$

457,723

$

$

Fixed maturities - available for sale

 

1,099,467

 

898,209

 

200,154

 

1,104

Preferred stock

 

17,533

 

17,533

 

 

Common stock

 

21,275

 

21,275

 

 

Derivatives

 

3,868

 

3,868

 

 

Total

$

1,599,866

$

1,398,608

$

200,154

$

1,104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Guaranteed residual values of TRAC leases

$

$

$

$

Derivatives

 

32,716

 

 

32,716

 

Total

$

32,716

$

$

32,716

$

In light of our definition of an active market at the end of the fourth quarter of fiscal 2014, we reclassified $95.4 million of fixed maturities – available for sale from Level 1 to Level 2 due to a review of their trading activity.

The following tables represent the fair value measurements for our assets at March 31, 2015 using significant unobservable inputs (Level 3).

 

 

Fixed Maturities - Asset Backed Securities

 

 

(In thousands)

Balance at March 31, 2014

$

1,104

 

 

 

Fixed Maturities - Asset Backed Securities - redeemed

 

(75)

Fixed Maturities - Asset Backed Securities - net gain (realized)

 

26

Fixed Maturities - Asset Backed Securities - net loss (unrealized)

 

(51)

Balance at March 31, 2015

$

1,004

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Note 16.  Reinsurance and Policy Benefits and Losses, Claims and Loss Expenses Payable

During their normal course of business, our insurance subsidiaries assume and cede reinsurance on both a coinsurance and a risk premium basis. They also obtain reinsurance for that portion of risks exceeding their retention limits. The maximum amount of life insurance retained on any one life is $110,000.

 

 

Direct

Amount (a)

 

Ceded to

Other

Companies

 

Assumed

from Other

Companies

 

Net

Amount (a)

 

Percentage of

Amount

Assumed to Net

 

 

(In thousands)

Year ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

Life insurance in force

$

905,987

$

402

$

990,406

$

1,895,991

 

52%

Premiums earned:

 

 

 

 

 

 

 

 

 

 

Life

$

47,298

$

$

12,337

$

59,635

 

21%

Accident and health

 

93,319

 

345

 

2,796

 

95,770

 

3%

Annuity

 

386

 

 

312

 

698

 

45%

Property and casualty

 

46,417

 

 

39

 

46,456

 

0%

Total

$

187,420

$

345

$

15,484

$

202,559

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2013

 

 

 

 

 

 

 

 

 

 

Life insurance in force

$

861,967

$

403

$

1,033,136

$

1,894,700

 

55%

Premiums earned:

 

 

 

 

 

 

 

 

 

 

Life

$

45,625

$

212

$

12,888

$

58,301

 

22%

Accident and health

 

95,536

 

397

 

3,157

 

98,296

 

3%

Annuity

 

847

 

23

 

498

 

1,322

 

38%

Property and casualty

 

40,685

 

 

367

 

41,052

 

1%

Total

$

182,693

$

632

$

16,910

$

198,971

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2012

 

 

 

 

 

 

 

 

 

 

Life insurance in force

$

811,035

$

16,471

 

1,083,550

$

1,878,114

 

58%

Premiums earned:

 

 

 

 

 

 

 

 

 

 

Life

$

52,751

$

2,685

$

13,640

$

63,706

 

21%

Accident and health

 

106,266

 

454

 

3,409

 

109,221

 

3%

Annuity

 

6,095

 

1,208

 

301

 

5,188

 

6%

Property and casualty

 

31,537

 

 

2,805

 

34,342

 

8%

Total

$

196,649

$

4,347

$

20,155

$

212,457

 

 

  1. Balances are reported net of inter-segment transactions. 

To the extent that a reinsurer is unable to meet its obligation under the related reinsurance agreements, Repwest would remain liable for the unpaid losses and loss expenses. Pursuant to certain of these agreements, Repwest holds letters of credit at year end in the amount of $0.4 million from re-insurers and has issued letters of credit in the amount of $1.9 million in favor of certain ceding companies.

Policy benefits and losses, claims and loss expenses payable for Property and Casualty Insurance were as follows:

 

 

December 31,

 

 

2014

 

2013

 

 

(In thousands)

Unpaid losses and loss adjustment expense

$

271,609

$

295,126

Reinsurance losses payable

 

135

 

90

Total

$

271,744

$

295,216

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Activity in the liability for unpaid losses and loss adjustment expenses for Property and Casualty Insurance is summarized as follows:

 

 

December 31,

 

 

2014

 

2013

 

2012

 

 

(In thousands)

Balance at January 1

$

295,126

$

330,093

$

382,328

Less: reinsurance recoverable

 

136,535

 

176,439

 

223,865

Net balance at January 1

 

158,591

 

153,654

 

158,463

Incurred related to:

 

 

 

 

 

 

Current year

 

11,690

 

9,861

 

8,962

Prior years

 

(694)

 

1,652

 

7,036

Total incurred

 

10,996

 

11,513

 

15,998

Paid related to:

 

 

 

 

 

 

Current year

 

6,155

 

5,226

 

4,405

Prior years

 

12,717

 

1,350

 

16,402

Total paid

 

18,872

 

6,576

 

20,807

Net balance at December 31

 

150,715

 

158,591

 

153,654

Plus: reinsurance recoverable

 

120,894

 

136,535

 

176,439

Balance at December 31

$

271,609

$

295,126

$

330,093

The liability for incurred losses and loss adjustment expenses (net of reinsurance recoverable of $120.9 million) decreased by $7.9 million in 2014.

Note 17.  Contingent Liabilities and Commitments

We lease a portion of our rental equipment and certain of our facilities under operating leases with terms that expire at various dates substantially through 2019. As of March 31, 2015, we have guaranteed $72.3 million of residual values for these rental equipment assets at the end of the respective lease terms. Certain leases contain renewal and fair market value purchase options as well as mileage and other restrictions. At the expiration of the lease, we have the option to renew the lease, purchase the asset for fair market value, or sell the asset to a third party on behalf of the lessor. We have been leasing equipment since 1987 and has experienced no material losses relating to these types of residual value guarantees.

Lease expenses were as follows:

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

Lease expense

$

79,798

$

100,466

$

117,448

Operating lease commitments for leases having terms of more than one year were as follows:

 

 

Property,

Plant and

Equipment

 

Rental

Equipment

 

Total

 

 

(In thousands)

Year-ended March 31:

 

 

 

 

 

 

2016

$

15,388

$

32,265

$

47,653

2017

 

15,039

 

14,462

 

29,501

2018

 

14,787

 

11,007

 

25,794

2019

 

13,772

 

9,004

 

22,776

2020

 

13,658

 

1,312

 

14,970

Thereafter

 

60,811

 

 

60,811

Total

$

133,455

$

68,050

$

201,505

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Note 18.  Contingencies

PODS Enterprises, Inc. v. U-Haul International, Inc.

On July 3, 2012, PODS Enterprises, Inc. (“PEI”), filed a lawsuit against U-Haul International, Inc. (“U-Haul”), in the United States District Court for the Middle District of Florida, Tampa Division, alleging (1) Federal Trademark Infringement under Section 32 of the Lanham Act, (2) Federal Unfair Competition under Section 43(a) of the Lanham Act, (3) Federal Trademark dilution by blurring in violation of Section 43(c) of the Lanham Act, (4) common law trademark infringement under Florida law, (5) violation of the Florida Dilution; Injury to Business Reputation statute, (6) unfair competition and trade practices, false advertising and passing off under Florida common law, (7) violation of the Florida Deceptive and Unfair Trade Practices Act, and (8) unjust enrichment under Florida law. 

The claims arose from U-Haul’s use of the word “pod” and “pods” as a generic term for its U-Box moving and storage product. PEI alleged that such use is an inappropriate use of its PODS mark.  Under the claims alleged in its Complaint, PEI sought a Court Order permanently enjoining U-Haul from: (1) the use of the PODS mark, or any other trade name or trademark confusingly similar to the mark; and (2) the use of any false descriptions or representations or committing any acts of unfair competition by using the PODS mark or any trade name or trademark confusingly similar to the mark. PEI also sought a Court Order (1) finding all of PEI’s trademarks valid and enforceable and (2) requiring U-Haul to alter all web pages to promptly remove the PODS mark from all websites owned or operated on behalf of U-Haul. Finally, PEI sought an award of damages in an amount to be proven at trial, but which are alleged to be approximately $70 million. PEI also sought prejudgment interest, trebled damages, and punitive damages.

U-Haul does not believe that PEI’s claims have merit and vigorously defended the lawsuit.  On September 17, 2012, U-Haul filed its Counterclaims, seeking a Court Order declaring that: (1) U-Haul’s use of the term “pods” or “pod” does not infringe or dilute PEI’s purported trademarks or violate any of PEI’s purported rights; (2) The purported mark “PODS” is not a valid, protectable, or registrable trademark; and (3) The purported mark “PODS PORTABLE ON DEMAND STORAGE” is not a valid, protectable, or registrable trademark. U-Haul also sought a Court Order cancelling the marks at issue in the case.

The case was tried to an 8-person jury, beginning on September 8, 2014. On September 19, 2014, the Court granted U-Haul’s motion for directed verdict on the issue of punitive damages.  The Court deferred ruling on U-Haul’s motion for directed verdict on its defense that the words “pod” and “pods” were generic terms for a container used for the moving and storage of goods at the time PEI obtained its trademark (“genericness defense”).  Closing arguments were on September 22, 2014.

On September 25, 2014, the jury returned a unanimous verdict, finding in favor of PEI and against U-Haul on all claims and counterclaims.  The jury awarded PEI $45 million in actual damages and $15.7 million in U-Haul’s alleged profits attributable to its use of the term “pod” or “pods”. 

On October 1, 2014, the Court ordered briefing on U-Haul’s oral motion for directed verdict on its genericness defense, the motion on which the Court had deferred ruling during trial.  Pursuant to the Court’s order, the parties’ briefing on that motion was completed by October 21, 2014.

On March 11, 2015, the Court denied U-Haul’s Renewed Motion for Directed Verdict, For Judgment as a Matter of Law, Or in the Alternative, Motion for a New Trial. Also on March 11, 2015, the Court entered Judgment on the jury verdict in favor of PEI and against U-Haul in the amount of $60.7 million.

The parties have filed a series of post-Judgment motions: 

On March 25, 2015, PEI filed a motion for an award of attorneys’ fees and expenses in the amount of $6.5 million, with supporting Affidavits.  On April 27, 2015, U-Haul filed its opposition brief to that motion. 

On March 25, 2015, PEI filed a Proposed Bill of Costs in the amount of $186,411.  On April 14, 2015, U-Haul filed an opposition to PEI’s proposed bill of costs.  On May 1, 2015, PEI filed an amended bill of costs, in the amount of $196,133.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


On April 6, 2015, U-Haul filed, with PEI’s consent, a motion to stay execution of the Judgment, pending the trial court’s rulings on UHI’s post-Judgment motions.  That motion was supported by a supersedeas bond in the amount of $60.9 million, which represents 100% of the Judgment plus post-Judgment interest at the rate of 0.25% per year for 18 months. PEI and U-Haul both reserved the right to modify the amount of the bond in the event the Judgment is modified by the Court’s rulings on the parties’ post-Judgment motions (described below).  On April 7, 2015, the Court granted U-Haul’s motion on consent, staying the Judgment pending rulings on U-Haul’s post-Judgment motions.

On April 8, 2015, U-Haul filed its Renewed Motion for Judgment As Matter of Law, or in the Alternative, Motion for New Trial, or to Alter the Judgment.  U-Haul argued that it is entitled to judgment as a matter of law because even when all evidence is viewed in PEI’s favor, it was legally insufficient for the jury to find for PEI.  Alternatively, U-Haul argued that it is entitled to a new trial because the verdict is against the weight of the evidence. Alternatively, U-Haul argued that the Court should reduce the damages and profits award under principles of equity. On April, 27, 2015, PEI filed its opposition brief.

On April 8, 2015, PEI filed a Motion to Amend the Judgment pursuant to Fed. R. Civ. P. 59(e), in which it asked that the Judgment be amended to include (i) the entry of a permanent injunction, (ii) an award of pre-Judgment interest, in the amount of $4.9 million, (iii) an award of post-Judgment interest in the amount of $11,441 and continuing to accrue at the rate of 0.25% while the case proceeds, (iv) doubling of the damages award to $121.4 million, and (v) the entry of an order directing the Patent and Trademark Office to dismiss the cancellation proceedings that U-Haul filed, which sought cancellation of the PODS trademarks.  On April 27, 2015, U-Haul filed its opposition brief arguing, among other things, that (1) PEI is not entitled to recover double the windfall the jury incorrectly awarded it, (2) PEI is not entitled to the overreaching injunction it seeks, (3) PEI is not entitled to pre-judgment interest, (4) PEI has overstated the amount of post-Judgment interest to which it is entitled, and (5) PEI’s request that the Court order the Trademark Trial and Appeal Board to dismiss U-Haul’s cancellation proceeding is premature.

On April 9, 2015, U-Haul filed a protective Notice of Appeal.  We expect that this notice of appeal will be automatically stayed and will become effective upon the disposition of (1) U-Haul’s renewed motion for judgment or a new trial or alteration of the Judgment or (2) PEI’s motion to alter or amend the Judgment, whichever comes later.

During the fourth quarter of fiscal 2015 the Company recorded an accrual related to the PEI litigation resulting in an increase in operating expenses of $60.7 million.

Environmental

Compliance with environmental requirements of federal, state and local governments may significantly affect Real Estate’s business operations. Among other things, these requirements regulate the discharge of materials into the air, land and water and govern the use and disposal of hazardous substances. Real Estate is aware of issues regarding hazardous substances on some of its properties. Real Estate regularly makes capital and operating expenditures to stay in compliance with environmental laws and has put in place a remedial plan at each site where it believes such a plan is necessary. Since 1988, Real Estate has managed a testing and removal program for underground storage tanks.

Based upon the information currently available to Real Estate, compliance with the environmental laws and its share of the costs of investigation and cleanup of known hazardous waste sites are not expected to result in a material adverse effect on AMERCO’s financial position or results of operations.

Other

We are named as a defendant in various other litigation and claims arising out of the normal course of business. In management’s opinion, none of these other matters will individually have a material effect on our financial position and results of operations.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Note 19.  Related Party Transactions

As set forth in the Audit Committee Charter and consistent with NASDAQ Listing Rules, our Audit Committee (the “Audit Committee”) reviews and maintains oversight over related party transactions which are required to be disclosed under the Securities and Exchange Commission (“SEC”) rules and regulations and in accordance to GAAP. Accordingly, all such related party transactions are submitted to the Audit Committee for ongoing review and oversight. Our internal processes are designed to ensure that our legal and finance departments identify and monitor potential related party transactions that may require disclosure and Audit Committee oversight.

AMERCO has engaged in related party transactions and has continuing related party interests with certain major stockholders, directors and officers of the consolidated group as disclosed below. Management believes that the transactions described below and in the related notes were completed on terms substantially equivalent to those that would prevail in third party, arm’s-length transactions.

SAC Holdings was established in order to acquire and develop self-storage properties. These properties are being managed by us pursuant to management agreements. In the past, we sold real estate and various self-storage properties to SAC Holdings, and such sales provided significant cash flows to us.

Related Party Revenues

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

U-Haul interest income revenue from SAC Holdings

$

5,914

$

7,071

$

8,373

U-Haul interest income revenue from Private Mini

 

4,918

 

5,348

 

5,383

U-Haul management fee revenue from SAC Holdings

 

18,472

 

18,007

 

18,731

U-Haul management fee revenue from Private Mini

 

2,614

 

2,437

 

2,305

U-Haul management fee revenue from Mercury

 

4,255

 

4,049

 

3,342

 

$

36,173

$

36,912

$

38,134

During fiscal 2015, subsidiaries of ours held various junior unsecured notes of SAC Holdings. Substantially all of the equity interest of SAC Holdings is controlled by Blackwater Investments, Inc. (“Blackwater”). Blackwater is wholly-owned by Mark V. Shoen, a significant shareholder of AMERCO. We do not have an equity ownership interest in SAC Holdings. We received cash interest payments of $5.7 million, $17.2 million and $12.6 million, from SAC Holdings during fiscal 2015, 2014 and 2013, respectively. During the first quarter of fiscal 2014, SAC Holdings made a payment of $10.4 million to reduce its outstanding deferred interest payable to AMERCO. We received repayments of $20.2 million during the third quarter of fiscal 2015 on these notes and interest receivables. After this repayment the scheduled maturities of these notes are 2017. The largest aggregate amount of notes receivable outstanding during fiscal 2015 was $71.5 million and the aggregate notes receivable balance at March 31, 2015 was $50.4 million. In accordance with the terms of these notes, SAC Holdings may prepay the notes without penalty or premium at any time.

During fiscal 2015, AMERCO and U-Haul held various junior notes issued by Private Mini Storage Realty, L.P. (“Private Mini”). The equity interests of Private Mini are ultimately controlled by Blackwater. We received cash interest payments of $5.1 million, $5.4 million and $5.4 million from Private Mini during fiscal years 2015, 2014 and 2013, respectively. The largest aggregate amount outstanding during fiscal 2015 was $65.5 million and the aggregate notes receivable balance at March 31, 2015 was $56.5 million. We received repayments of $9.0 million during the third quarter of fiscal 2015 on these notes and interest receivables.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


We currently manage the self-storage properties owned or leased by SAC Holdings, Mercury Partners, L.P. (“Mercury”), Four SAC Self-Storage Corporation (“4 SAC”), Five SAC Self-Storage Corporation (“5 SAC”), Galaxy Investments, L.P. (“Galaxy”) and Private Mini pursuant to a standard form of management agreement, under which we receive a management fee of between 4% and 10% of the gross receipts plus reimbursement for certain expenses. We received management fees, exclusive of reimbursed expenses, of $25.8 million, $25.8 million and $23.7 million from the above mentioned entities during fiscal 2015, 2014 and 2013, respectively. This management fee is consistent with the fee received for other properties we previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini are substantially controlled by Blackwater. Mercury is substantially controlled by Mark V. Shoen.  James P. Shoen, a significant shareholder of AMERCO, and an estate planning trust benefitting Shoen children also have an interest in Mercury.

Related Party Costs and Expenses

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2012

 

 

(In thousands)

U-Haul lease expenses to SAC Holdings

$

2,618

$

2,619

$

2,626

U-Haul commission expenses to SAC Holdings

 

48,833

 

46,886

 

41,185

U-Haul commission expenses to Private Mini

 

3,258

 

3,047

 

2,650

 

$

54,709

$

52,552

$

46,461

We lease space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy. The terms of the leases are similar to the terms of leases for other properties owned by unrelated parties that are leased to us.

At March 31, 2015, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini acted as U-Haul independent dealers. The financial and other terms of the dealership contracts with the aforementioned companies and their subsidiaries are substantially identical to the terms of those with our other independent dealers whereby commissions are paid by us based upon equipment rental revenues.

These agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini, excluding Dealer Agreements, provided revenues of $31.9 million, expenses of $2.6 million and cash flows of $60.0 million during fiscal 2015. Revenues and commission expenses related to the Dealer Agreements were $241.3 million and $52.1 million, respectively for fiscal 2015.

Pursuant to the variable interest entity model under ASC 810 – Consolidation (“ASC 810”), Management determined that the junior notes of SAC Holdings and Private Mini as well as the management agreements with SAC Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini represent potential variable interests for us. Management evaluated whether it should be identified as the primary beneficiary of one or more of these VIE’s using a two-step approach in which management (i) identified all other parties that hold interests in the VIE’s, and (ii) determined if any variable interest holder has the power to direct the activities of the VIE’s that most significantly impact their economic performance.

Management determined that they do not have a variable interest in the holding entities SAC Holding II Corporation, Mercury, 4 SAC, 5 SAC, or Galaxy based upon management agreements which are with the individual operating entities or through the issuance of junior debt; therefore, we are precluded from consolidating these entities.

We have junior debt with the holding entities SAC Holding Corporation and Private Mini which represents a variable interest in each individual entity. Though we have certain protective rights within these debt agreements, we have no present influence or control over these holding entities unless their protective rights become exercisable, which management considers unlikely based on their payment history. As a result, we have no basis under ASC 810 to consolidate these entities.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


We do not have the power to direct the activities that most significantly impact the economic performance of the individual operating entities which have management agreements with U-Haul. There are no fees or penalties disclosed in the management agreement for termination of the agreement. Through control of the holding entities' assets, and its ability and history of making key decisions relating to the entity and its assets, Blackwater, and its owner, are the variable interest holder with the power to direct the activities that most significantly impact each of the individual holding entities and the individual operating entities’ performance.  As a result, we have no basis under ASC 810 to consolidate these entities.

We have not provided financial or other support explicitly or implicitly during the fiscal year ended March 31, 2015 to any of these entities that it was not previously contractually required to provide. In addition, we currently have no plan to provide any financial support to any of these entities in the future. The carrying amount and classification of the assets and liabilities in our balance sheets that relate to our variable interests in the aforementioned entities are as follows, which approximate the maximum exposure to loss as a result of our involvement with these entities:

Related Party Assets

 

 

March 31,

 

 

2015

 

2014

 

 

(In thousands)

U-Haul notes, receivables and interest from Private Mini

$

59,375

$

68,451

U-Haul notes receivable from SAC Holding Corporation

 

50,428

 

71,464

U-Haul interest receivable from SAC Holdings

 

4,579

 

4,376

U-Haul receivable from SAC Holdings

 

20,108

 

19,418

U-Haul receivable from Mercury

 

6,667

 

5,930

Other (a)

 

633

 

(15)

 

$

141,790

$

169,624

(a) Timing differences for intercompany balances with insurance subsidiaries resulting from the three month difference in reporting periods.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Note 20.  Statutory Financial Information of Insurance Subsidiaries

Applicable laws and regulations of the State of Arizona require Property and Casualty Insurance and Life Insurance to maintain minimum capital and surplus determined in accordance with statutory accounting principles. Audited statutory net income (loss) and statutory capital and surplus for the years ended are listed below:

 

 

Years Ended December 31,

 

 

2014

 

2013

 

2012

 

 

(In thousands)

Repwest:

 

 

 

 

 

 

Audited statutory net income

$

21,287

$

18,286

$

16,923

Audited statutory capital and surplus

 

155,835

 

126,836

 

94,284

ARCOA:

 

 

 

 

 

 

Audited statutory net income (loss)

 

1,358

 

532

 

(1,881)

Audited statutory capital and surplus

 

4,175

 

2,666

 

2,201

Oxford:

 

 

 

 

 

 

Audited statutory net income

 

12,115

 

11,130

 

13,936

Audited statutory capital and surplus

 

158,512

 

148,486

 

131,920

CFLIC:

 

 

 

 

 

 

Audited statutory net income

 

9,157

 

9,567

 

8,734

Audited statutory capital and surplus

 

28,551

 

28,848

 

28,042

NAI:

 

 

 

 

 

 

Audited statutory net income (loss)

 

886

 

(419)

 

(1,962)

Audited statutory capital and surplus

 

11,589

 

10,185

 

9,804

The amount of dividends that can be paid to shareholders by insurance companies domiciled in the State of Arizona is limited. Any dividend in excess of the limit requires prior regulatory approval. The statutory surplus for Repwest at December 31, 2014 that could be distributed as ordinary dividends was $15.6 million. The statutory surplus for Oxford at December 31, 2014 that could be distributed as ordinary dividends was $12.1 million. Repwest and Oxford did not pay a dividend to AMERCO in fiscal 2015, 2014 or 2013.

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Note 21.  Financial Information by Geographic Area

 

 

United States

 

Canada

 

Consolidated

 

 

(All amounts are in thousands U.S. $'s)

Fiscal Year Ended March 31, 2015

 

 

 

 

 

 

Total revenues

$

2,916,027

$

158,504

$

3,074,531

Depreciation and amortization, net of (gains) losses on disposal

 

292,345

 

5,481

 

297,826

Interest expense

 

96,979

 

546

 

97,525

Pretax earnings

 

541,371

 

20,047

 

561,418

Income tax expense

 

199,444

 

5,233

 

204,677

Identifiable assets

 

6,685,572

 

186,603

 

6,872,175

 

 

 

 

 

 

 

 

 

United States

 

Canada

 

Consolidated

 

 

(All amounts are in thousands U.S. $'s)

Fiscal Year Ended March 31, 2014

 

 

 

 

 

 

Total revenues

$

2,681,800

$

153,452

$

2,835,252

Depreciation and amortization, net of (gains) losses on disposal

 

272,236

 

7,358

 

279,594

Interest expense

 

92,128

 

564

 

92,692

Pretax earnings

 

516,207

 

21,315

 

537,522

Income tax expense

 

189,419

 

5,712

 

195,131

Identifiable assets

 

5,854,503

 

144,475

 

5,998,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

Canada

 

Consolidated

 

 

(All amounts are in thousands U.S. $'s)

Fiscal Year Ended March 31, 2013

 

 

 

 

 

 

Total revenues

$

2,409,291

$

149,296

$

2,558,587

Depreciation and amortization, net of (gains) losses on disposal

 

247,413

 

7,959

 

255,372

Interest expense

 

90,137

 

559

 

90,696

Pretax earnings

 

389,342

 

19,145

 

408,487

Income tax expense

 

138,911

 

4,868

 

143,779

Identifiable assets

 

5,160,889

 

145,712

 

5,306,601

Note 21A.  Consolidating Financial Information by Industry Segment

AMERCO’s three reportable segments are:

Management tracks revenues separately, but does not report any separate measure of the profitability for rental vehicles, rentals of self-storage spaces and sales of products that are required to be classified as a separate operating segment and accordingly does not present these as separate reportable segments. Deferred income taxes are shown as liabilities on the consolidating statements.

The information includes elimination entries necessary to consolidate AMERCO, the parent, with its subsidiaries.

Investments in subsidiaries are accounted for by the parent using the equity method of accounting.

 


amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


 

Note 21A. Financial Information by Consolidating Industry Segment:

Consolidating balance sheets by industry segment as of March 31, 2015 are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property & Casualty Insurance (a)

 

Life

Insurance (a)

 

Eliminations

 

 

AMERCO

Consolidated

 

 

(In thousands)

Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

431,873

$

8,495

$

1,482

$

 

$

441,850

Reinsurance recoverables and trade receivables, net

 

32,364

 

125,506

 

31,999

 

 

 

189,869

Inventories, net

 

69,472

 

 

 

 

 

69,472

Prepaid expenses

 

126,296

 

 

 

 

 

126,296

Investments, fixed maturities and marketable equities

 

 

228,530

 

1,076,432

 

 

 

1,304,962

Investments, other

 

27,637

 

50,867

 

190,216

 

 

 

268,720

Deferred policy acquisition costs, net

 

 

 

115,422

 

 

 

115,422

Other assets

 

101,689

 

1,924

 

2,544

 

 

 

106,157

Related party assets

 

144,040

 

13,268

 

586

 

(16,104)

(c)

 

141,790

 

 

933,371

 

428,590

 

1,418,681

 

(16,104)

 

 

2,764,538

 

 

 

 

 

 

 

 

 

 

 

 

Investment in subsidiaries

 

443,462

 

 

 

(443,462)

(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, at cost:

 

 

 

 

 

 

 

 

 

 

 

Land

 

467,482

 

 

 

 

 

467,482

Buildings and improvements

 

1,728,033

 

 

 

 

 

1,728,033

Furniture and equipment

 

355,349

 

 

 

 

 

355,349

Rental trailers and other rental equipment

 

436,642

 

 

 

 

 

436,642

Rental trucks

 

3,059,987

 

 

 

 

 

3,059,987

 

 

6,047,493

 

 

 

 

 

6,047,493

Less:  Accumulated depreciation

 

(1,939,856)

 

 

 

 

 

(1,939,856)

Total property, plant and equipment

 

4,107,637

 

 

 

 

 

4,107,637

Total assets

$

5,484,470

$

428,590

$

1,418,681

$

(459,566)

 

$

6,872,175

 

 

 

 

 

 

 

 

 

 

 

 

(a)  Balances as of December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

(b) Eliminate investment in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

(c) Eliminate intercompany receivables and payables

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Consolidating balance sheets by industry segment as of March 31, 2015 are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property & Casualty Insurance (a)

 

Life

Insurance (a)

 

Eliminations

 

 

AMERCO

Consolidated

 

 

(In thousands)

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

489,140

$

$

5,995

$

 

$

495,135

Notes, loans and leases payable

 

2,190,869

 

 

 

 

 

2,190,869

Policy benefits and losses, claims and loss expenses payable

 

363,552

 

271,744

 

426,892

 

 

 

1,062,188

Liabilities from investment contracts

 

 

 

685,745

 

 

 

685,745

Other policyholders' funds and liabilities

 

 

4,072

 

4,927

 

 

 

8,999

Deferred income

 

18,081

 

 

 

 

 

18,081

Deferred income taxes

 

524,550

 

(18,592)

 

20,841

 

 

 

526,799

Related party liabilities

 

13,919

 

2,073

 

112

 

(16,104)

(c)

 

Total liabilities

 

3,600,111

 

259,297

 

1,144,512

 

(16,104)

 

 

4,987,816

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity :

 

 

 

 

 

 

 

 

 

 

 

Series preferred stock:

 

 

 

 

 

 

 

 

 

 

 

Series A preferred stock

 

 

 

 

 

 

Series B preferred stock

 

 

 

 

 

 

Series A common stock

 

 

 

 

 

 

Common stock

 

10,497

 

3,301

 

2,500

 

(5,801)

(b)

 

10,497

Additional paid-in capital

 

449,878

 

91,120

 

26,271

 

(117,601)

(b)

 

449,668

Accumulated other comprehensive income (loss)

 

(34,365)

 

8,871

 

32,310

 

(41,181)

(b)

 

(34,365)

Retained earnings

 

2,142,390

 

66,001

 

213,088

 

(278,879)

(b)

 

2,142,600

Cost of common shares in treasury, net

 

(525,653)

 

 

 

 

 

(525,653)

Cost of preferred shares in treasury, net

 

(151,997)

 

 

 

 

 

(151,997)

Unearned employee stock ownership plan shares

 

(6,391)

 

 

 

 

 

(6,391)

Total stockholders' equity

 

1,884,359

 

169,293

 

274,169

 

(443,462)

 

 

1,884,359

Total liabilities and stockholders' equity

$

5,484,470

$

428,590

$

1,418,681

$

(459,566)

 

$

6,872,175

 

 

 

 

 

 

 

 

 

 

 

 

(a)  Balances as of December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

(b) Eliminate investment in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

(c) Eliminate intercompany receivables and payables

 

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Consolidating balance sheets by industry segment as of March 31, 2014 are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property & Casualty Insurance (a)

 

Life

Insurance (a)

 

Eliminations

 

 

AMERCO

Consolidated

 

 

(In thousands)

Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

464,710

$

12,758

$

17,644

$

 

$

495,112

Reinsurance recoverables and trade receivables, net

 

28,961

 

142,335

 

28,026

 

 

 

199,322

Inventories, net

 

67,020

 

 

 

 

 

67,020

Prepaid expenses

 

55,269

 

 

 

 

 

55,269

Investments, fixed maturities and marketable equities

 

 

192,173

 

946,102

 

 

 

1,138,275

Investments, other

 

32,850

 

54,674

 

161,326

 

 

 

248,850

Deferred policy acquisition costs, net

 

 

 

118,707

 

 

 

118,707

Other assets

 

93,857

 

1,991

 

1,740

 

 

 

97,588

Related party assets

 

172,507

 

13,011

 

515

 

(16,409)

(c)

 

169,624

 

 

915,174

 

416,942

 

1,274,060

 

(16,409)

 

 

2,589,767

 

 

 

 

 

 

 

 

 

 

 

 

Investment in subsidiaries

 

373,490

 

 

 

(373,490)

(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, at cost:

 

 

 

 

 

 

 

 

 

 

 

Land

 

405,177

 

 

 

 

 

405,177

Buildings and improvements

 

1,430,272

 

 

 

 

 

1,430,272

Furniture and equipment

 

322,146

 

 

 

 

 

322,146

Rental trailers and other rental equipment

 

373,325

 

 

 

 

 

373,325

Rental trucks

 

2,610,797

 

 

 

 

 

2,610,797

 

 

5,141,717

 

 

 

 

 

5,141,717

Less:  Accumulated depreciation

 

(1,732,506)

 

 

 

 

 

(1,732,506)

Total property, plant and equipment

 

3,409,211

 

 

 

 

 

3,409,211

Total assets

$

4,697,875

$

416,942

$

1,274,060

$

(389,899)

 

$

5,998,978

 

 

 

 

 

 

 

 

 

 

 

 

(a)  Balances as of December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

(b) Eliminate investment in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

(c) Eliminate intercompany receivables and payables

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Consolidating balance sheets by industry segment as of March 31, 2014 are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property & Casualty Insurance (a)

 

Life

Insurance (a)

 

Eliminations

 

 

AMERCO

Consolidated

 

 

(In thousands)

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

356,211

$

$

1,743

$

 

$

357,954

Notes, loans and leases payable

 

1,942,359

 

 

 

 

 

1,942,359

Policy benefits and losses, claims and loss expenses payable

 

370,668

 

295,216

 

416,714

 

 

 

1,082,598

Liabilities from investment contracts

 

 

 

616,725

 

 

 

616,725

Other policyholders' funds and liabilities

 

 

3,732

 

4,256

 

 

 

7,988

Deferred income

 

31,390

 

 

 

 

 

31,390

Deferred income taxes

 

455,295

 

(30,440)

 

7,741

 

 

 

432,596

Related party liabilities

 

14,584

 

1,647

 

178

 

(16,409)

(c)

 

Total liabilities

 

3,170,507

 

270,155

 

1,047,357

 

(16,409)

 

 

4,471,610

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity :

 

 

 

 

 

 

 

 

 

 

 

Series preferred stock:

 

 

 

 

 

 

Series A preferred stock

 

 

 

 

 

 

Series B preferred stock

 

 

 

 

 

 

Series A common stock

 

 

 

 

 

 

Common stock

 

10,497

 

3,301

 

2,500

 

(5,801)

(b)

 

10,497

Additional paid-in capital

 

444,420

 

91,120

 

26,271

 

(117,601)

(b)

 

444,210

Accumulated other comprehensive income (loss)

 

(53,923)

 

1,782

 

4,210

 

(5,992)

(b)

 

(53,923)

Retained earnings (deficit)

 

1,805,243

 

50,584

 

193,722

 

(244,096)

(b)

 

1,805,453

Cost of common shares in treasury, net

 

(525,653)

 

 

 

 

 

(525,653)

Cost of preferred shares in treasury, net

 

(151,997)

 

 

 

 

 

(151,997)

Unearned employee stock ownership plan shares

 

(1,219)

 

 

 

 

 

(1,219)

Total stockholders' equity (deficit)

$

1,527,368

 

146,787

 

226,703

 

(373,490)

 

 

1,527,368

Total liabilities and stockholders' equity

 

4,697,875

$

416,942

$

1,274,060

$

(389,899)

 

$

5,998,978

 

 

 

 

 

 

 

 

 

 

 

 

(a)  Balances as of December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

(b) Eliminate investment in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

(c) Eliminate intercompany receivables and payables

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Consolidating statements of operations by industry segment for period ending March 31, 2015 are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property & Casualty Insurance (a)

 

Life

Insurance (a)

 

Eliminations

 

 

AMERCO

Consolidated

 

 

(In thousands)

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Self-moving equipment rentals

$

2,149,986

$

$

$

(3,595)

(c)

$

2,146,391

Self-storage revenues

 

211,136

 

 

 

 

 

211,136

Self-moving & self-storage products & service sales

 

244,177

 

 

 

 

 

244,177

Property management fees

 

25,341

 

 

 

 

 

25,341

Life insurance premiums

 

 

 

156,103

 

 

 

156,103

Property and casualty insurance premiums

 

 

46,456

 

 

 

 

46,456

Net investment and interest income

 

13,644

 

12,819

 

59,051

 

(786)

(b)

 

84,728

Other revenue

 

156,154

 

 

4,502

 

(457)

(b)

 

160,199

Total revenues

 

2,800,438

 

59,275

 

219,656

 

(4,838)

 

 

3,074,531

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

1,436,145

 

24,802

 

22,476

 

(4,014)

(b,c)

 

1,479,409

Commission expenses

 

249,642

 

 

 

 

 

249,642

Cost of sales

 

146,072

 

 

 

 

 

146,072

Benefits and losses

 

 

10,996

 

147,764

 

 

 

158,760

Amortization of deferred policy acquisition costs

 

 

 

19,661

 

 

 

19,661

Lease expense

 

79,984

 

 

 

(186)

(b)

 

79,798

Depreciation, net of (gains) losses on disposals

 

278,165

 

 

 

 

 

278,165

Total costs and expenses

 

2,190,008

 

35,798

 

189,901

 

(4,200)

 

 

2,411,507

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations before equity in earnings of subsidiaries

 

610,430

 

23,477

 

29,755

 

(638)

 

 

663,024

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of subsidiaries

 

34,783

 

 

 

(34,783)

(d)

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

645,213

 

23,477

 

29,755

 

(35,421)

 

 

663,024

Interest expense

 

(98,163)

 

 

 

638

(b)

 

(97,525)

Fees and amortization on early extinguishment of debt

 

(4,081)

 

 

 

 

 

(4,081)

Pretax earnings

 

542,969

 

23,477

 

29,755

 

(34,783)

 

 

561,418

Income tax expense

 

(186,228)

 

(8,060)

 

(10,389)

 

 

 

(204,677)

Earnings available to common shareholders

$

356,741

$

15,417

$

19,366

$

(34,783)

 

$

356,741

 

 

 

 

 

 

 

 

 

 

 

 

(a)  Balances for the year ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

(b) Eliminate intercompany lease / interest income

 

 

 

 

 

 

 

 

 

 

 

(c) Eliminate intercompany premiums

 

 

 

 

 

 

 

 

 

 

 

(d) Eliminate equity in earnings of subsidiaries

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Consolidating statements of operations by industry segment for period ending March 31, 2014 are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property & Casualty Insurance (a)

 

Life

Insurance (a)

 

Eliminations

 

 

AMERCO

Consolidated

 

 

(In thousands)

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Self-moving equipment rentals

$

1,958,209

$

$

$

(2,786)

(c)

$

1,955,423

Self-storage revenues

 

181,794

 

 

 

 

 

181,794

Self-moving & self-storage products & service sales

 

234,187

 

 

 

 

 

234,187

Property management fees

 

24,493

 

 

 

 

 

24,493

Life insurance premiums

 

 

 

157,919

 

 

 

157,919

Property and casualty insurance premiums

 

 

41,052

 

 

 

 

41,052

Net investment and interest income

 

15,212

 

10,592

 

54,398

 

(611)

(b)

 

79,591

Other revenue

 

158,055

 

 

3,211

 

(473)

(b)

 

160,793

Total revenues

 

2,571,950

 

51,644

 

215,528

 

(3,870)

 

 

2,835,252

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

1,272,406

 

20,799

 

23,686

 

(3,217)

(b,c)

 

1,313,674

Commission expenses

 

227,332

 

 

 

 

 

227,332

Cost of sales

 

127,270

 

 

 

 

 

127,270

Benefits and losses

 

 

11,513

 

145,189

 

 

 

156,702

Amortization of deferred policy acquisition costs

 

 

 

19,982

 

 

 

19,982

Lease expense

 

100,649

 

 

 

(183)

(b)

 

100,466

Depreciation, net of (gains) losses on disposals

 

259,612

 

 

 

 

 

259,612

Total costs and expenses

 

1,987,269

 

32,312

 

188,857

 

(3,400)

 

 

2,205,038

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations before equity in earnings of subsidiaries

 

584,681

 

19,332

 

26,671

 

(470)

 

 

630,214

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of subsidiaries

 

29,992

 

 

 

(29,992)

(d)

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

614,673

 

19,332

 

26,671

 

(30,462)

 

 

630,214

Interest expense

 

(93,162)

 

 

 

470

(b)

 

(92,692)

Pretax earnings

 

521,511

 

19,332

 

26,671

 

(29,992)

 

 

537,522

Income tax expense

 

(179,120)

 

(6,670)

 

(9,341)

 

 

 

(195,131)

Earnings available to common shareholders

$

342,391

$

12,662

$

17,330

$

(29,992)

 

$

342,391

 

 

 

 

 

 

 

 

 

 

 

 

(a)  Balances for the year ended December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

(b) Eliminate intercompany lease/interest income

 

 

 

 

 

 

 

 

 

 

 

(c) Eliminate intercompany premiums

 

 

 

 

 

 

 

 

 

 

 

(d) Eliminate equity in earnings of subsidiaries

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Consolidating statements of operations by industry segment for period ending March 31, 2013 are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property & Casualty Insurance (a)

 

Life

Insurance (a)

 

Eliminations

 

 

AMERCO

Consolidated

 

 

(In thousands)

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Self-moving equipment rentals

$

1,769,058

$

$

$

(1,538)

(c)

$

1,767,520

Self-storage revenues

 

152,660

 

 

 

 

 

152,660

Self-moving & self-storage products & service sales

 

221,117

 

 

 

 

 

221,117

Property management fees

 

24,378

 

 

 

 

 

24,378

Life insurance premiums

 

 

 

178,115

 

 

 

178,115

Property and casualty insurance premiums

 

 

34,342

 

 

 

 

34,342

Net investment and interest income

 

18,622

 

13,858

 

50,850

 

(427)

(b)

 

82,903

Other revenue

 

96,507

 

 

2,525

 

(1,480)

(b)

 

97,552

Total revenues

 

2,282,342

 

48,200

 

231,490

 

(3,445)

 

 

2,558,587

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

1,152,429

 

18,007

 

26,482

 

(2,984)

(b,c)

 

1,193,934

Commission expenses

 

204,758

 

 

 

 

 

204,758

Cost of sales

 

107,216

 

 

 

 

 

107,216

Benefits and losses

 

 

15,999

 

164,677

 

 

 

180,676

Amortization of deferred policy acquisition costs

 

 

 

17,376

 

 

 

17,376

Lease expense

 

117,615

 

 

 

(167)

(b)

 

117,448

Depreciation, net of (gains) losses on disposals

 

237,996

 

 

 

 

 

237,996

Total costs and expenses

 

1,820,014

 

34,006

 

208,535

 

(3,151)

 

 

2,059,404

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations before equity in earnings of subsidiaries

 

462,328

 

14,194

 

22,955

 

(294)

 

 

499,183

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of subsidiaries

 

24,241

 

 

 

(24,241)

(d)

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

486,569

 

14,194

 

22,955

 

(24,535)

 

 

499,183

Interest expense

 

(90,990)

 

 

 

294

(b)

 

(90,696)

Pretax earnings

 

395,579

 

14,194

 

22,955

 

(24,241)

 

 

408,487

Income tax expense

 

(130,871)

 

(4,938)

 

(7,970)

 

 

 

(143,779)

Earnings available to common shareholders

$

264,708

$

9,256

$

14,985

$

(24,241)

 

$

264,708

 

 

 

 

 

 

 

 

 

 

 

 

(a)  Balances for the year ended December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

(b) Eliminate intercompany lease/interest income

 

 

 

 

 

 

 

 

 

 

 

(c) Eliminate intercompany premiums

 

 

 

 

 

 

 

 

 

 

 

(d) Eliminate equity in earnings of subsidiaries

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Consolidating cash flow statements by industry segment for the year ended March 31, 2015, are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property &

Casualty

Insurance (a)

 

Life

Insurance (a)

 

Elimination

 

 

AMERCO

Consolidated

 

 

(In thousands)

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net earnings

$

356,741

$

15,417

$

19,366

$

(34,783)

 

$

356,741

Earnings from consolidated subsidiaries

 

(34,783)

 

 

 

34,783

 

 

Adjustments to reconcile net earnings to the cash provided by operations:

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

352,796

 

 

 

 

 

352,796

Amortization of deferred policy acquisition costs

 

 

 

19,661

 

 

 

19,661

Change in allowance for losses on trade receivables

 

(179)

 

 

11

 

 

 

(168)

Change in allowance for inventory reserve

 

(872)

 

 

 

 

 

(872)

Net gain on sale of real and personal property

 

(74,631)

 

 

 

 

 

(74,631)

Net gain on sale of investments

 

 

(841)

 

(3,084)

 

 

 

(3,925)

Deferred income taxes

 

66,628

 

8,030

 

1,842

 

 

 

76,500

Net change in other operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Reinsurance recoverables and trade receivables

 

(3,213)

 

16,830

 

(3,985)

 

 

 

9,632

Inventories

 

(1,579)

 

 

 

 

 

(1,579)

Prepaid expenses

 

(65,720)

 

 

 

 

 

(65,720)

Capitalization of deferred policy acquisition costs

 

 

 

(27,084)

 

 

 

(27,084)

Other assets

 

4,437

 

102

 

(804)

 

 

 

3,735

Related party assets

 

27,753

 

(258)

 

 

211

(b)

 

27,706

Accounts payable and accrued expenses

 

158,610

 

 

7,446

 

 

 

166,056

Policy benefits and losses, claims and loss expenses payable

 

(4,327)

 

(23,472)

 

10,178

 

 

 

(17,621)

Other policyholders' funds and liabilities

 

 

339

 

671

 

 

 

1,010

Deferred income

 

(13,181)

 

 

 

 

 

(13,181)

Related party liabilities

 

(1,016)

 

428

 

(67)

 

(211)

(b)

 

(866)

Net cash provided (used) by operating activities

 

767,464

 

16,575

 

24,151

 

 

 

808,190

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchases of:

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

(1,111,899)

 

 

 

 

 

(1,111,899)

Short term investments

 

 

(40,583)

 

(249,796)

 

 

 

(290,379)

Fixed maturities investments

 

 

(43,062)

 

(171,309)

 

 

 

(214,371)

Equity securities

 

 

(3,333)

 

(426)

 

 

 

(3,759)

Preferred stock

 

 

(1,006)

 

(1,000)

 

 

 

(2,006)

Real estate

 

 

(7,857)

 

(7,542)

 

 

 

(15,399)

Mortgage loans

 

(22,876)

 

(4,350)

 

(15,457)

 

 

 

(42,683)

Proceeds from sales and paydowns of:

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

411,629

 

 

 

 

 

411,629

Short term investments

 

 

53,112

 

234,771

 

 

 

287,883

Fixed maturities investments

 

 

18,556

 

89,311

 

 

 

107,867

Equity securities

 

 

3,082

 

 

 

 

3,082

Preferred stock

 

 

400

 

2,027

 

 

 

2,427

Real estate

 

 

 

396

 

 

 

396

Mortgage loans

 

28,089

 

4,203

 

9,691

 

 

 

41,983

Net cash provided (used) by investing activities

 

(695,057)

 

(20,838)

 

(109,334)

 

 

 

(825,229)

 

 

 

 

 

 

 

 

 

 

 

 

(a) Balance for the period ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

(b) Eliminate intercompany investments

 

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Continuation of consolidating cash flow statements by industry segment for the year ended March 31, 2015, are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property &

Casualty

Insurance (a)

 

Life

Insurance (a)

 

Elimination

 

 

AMERCO

Consolidated

 

 

(In thousands)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Borrowings from credit facilities

 

657,535

 

 

 

 

 

657,535

Principal repayments on credit facilities

 

(593,722)

 

 

 

 

 

(593,722)

Debt issuance costs

 

(12,327)

 

 

 

 

 

(12,327)

Capital lease payments

 

(121,202)

 

 

 

 

 

(121,202)

Leveraged Employee Stock Ownership Plan

 

(5,172)

 

 

 

 

 

(5,172)

Common stock dividends paid

 

(19,594)

 

 

 

 

 

(19,594)

Investment contract deposits

 

 

 

123,129

 

 

 

123,129

Investment contract withdrawals

 

 

 

(54,108)

 

 

 

(54,108)

Net cash provided (used) by financing activities

 

(94,482)

 

 

69,021

 

 

 

(25,461)

 

 

 

 

 

 

 

 

 

 

 

 

Effects of exchange rate on cash

 

(10,762)

 

 

 

 

 

(10,762)

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(32,837)

 

(4,263)

 

(16,162)

 

 

 

(53,262)

Cash and cash equivalents at beginning of period

 

464,710

 

12,758

 

17,644

 

 

 

495,112

Cash and cash equivalents at end of period

$

431,873

$

8,495

$

1,482

$

 

$

441,850

 

 

 

 

 

 

 

 

 

 

 

 

(a) Balance for the period ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Consolidating cash flow statements by industry segment for the year ended March 31, 2014, are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property &

Casualty

Insurance (a)

 

Life

Insurance (a)

 

Elimination

 

 

AMERCO

Consolidated

 

 

(In thousands)

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net earnings

$

342,391

$

12,662

$

17,330

$

(29,992)

 

$

342,391

Earnings from consolidated subsidiaries

 

(29,992)

 

 

 

29,992

 

 

Adjustments to reconcile net earnings to the cash provided by operations:

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

293,169

 

 

 

 

 

293,169

Amortization of deferred policy acquisition costs

 

 

 

19,982

 

 

 

19,982

Change in allowance for losses on trade receivables

 

(28)

 

 

(8)

 

 

 

(36)

Change in allowance for inventory reserve

 

871

 

 

 

 

 

871

Net gain on sale of real and personal property

 

(33,557)

 

 

 

 

 

(33,557)

Net gain on sale of investments

 

(1,325)

 

(536)

 

(4,550)

 

 

 

(6,411)

Deferred income taxes

 

34,605

 

7,301

 

4,465

 

 

 

46,371

Net change in other operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Reinsurance recoverables and trade receivables

 

14,328

 

43,675

 

4,503

 

 

 

62,506

Inventories

 

(11,495)

 

 

 

 

 

(11,495)

Prepaid expenses

 

2,186

 

 

 

 

 

2,186

Capitalization of deferred policy acquisition costs

 

 

 

(32,611)

 

 

 

(32,611)

Other assets

 

8,670

 

(781)

 

(222)

 

 

 

7,667

Related party assets

 

11,060

 

(4,231)

 

 

725

(b)

 

7,554

Accounts payable and accrued expenses

 

30,822

 

 

3,909

 

 

 

34,731

Policy benefits and losses, claims and loss expenses payable

 

(8,202)

 

(34,968)

 

12,674

 

 

 

(30,496)

Other policyholders' funds and liabilities

 

 

575

 

118

 

 

 

693

Deferred income

 

1,259

 

 

 

 

 

1,259

Related party liabilities

 

5,647

 

(131)

 

(61)

 

(725)

(b)

 

4,730

Net cash provided (used) by operating activities

 

660,409

 

23,566

 

25,529

 

 

 

709,504

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchases of:

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

(999,365)

 

 

 

 

 

(999,365)

Short term investments

 

 

(60,551)

 

(210,139)

 

 

 

(270,690)

Fixed maturities investments

 

 

(58,790)

 

(223,634)

 

 

 

(282,424)

Equity securities

 

 

(746)

 

(816)

 

 

 

(1,562)

Preferred stock

 

 

(640)

 

 

 

 

(640)

Real estate

 

 

 

(532)

 

 

 

(532)

Mortgage loans

 

(21,349)

 

(3,500)

 

(39,159)

 

11,589

(b)

 

(52,419)

Proceeds from sales and paydowns of:

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

270,053

 

 

 

 

 

270,053

Short term investments

 

 

68,852

 

200,200

 

 

 

269,052

Fixed maturities investments

 

 

17,106

 

121,295

 

 

 

138,401

Equity securities

 

26,569

 

2,570

 

 

 

 

29,139

Preferred stock

 

 

4,504

 

1,500

 

 

 

6,004

Real estate

 

193

 

 

351

 

 

 

544

Mortgage loans

 

38,959

 

6,267

 

15,049

 

(11,589)

(b)

 

48,686

Net cash provided (used) by investing activities

 

(684,940)

 

(24,928)

 

(135,885)

 

 

 

(845,753)

 

 

 

 

 

 

 

 

 

 

 

 

(a) Balance for the period ended December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

(b) Eliminate intercompany investments

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Continuation of consolidating cash flow statements by industry segment for the year ended March 31, 2014, are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property &

Casualty

Insurance (a)

 

Life

Insurance (a)

 

Elimination

 

 

AMERCO

Consolidated

 

 

(In thousands)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Borrowings from credit facilities

 

431,029

 

 

 

 

 

431,029

Principal repayments on credit facilities

 

(293,068)

 

 

 

 

 

(293,068)

Debt issuance costs

 

(3,943)

 

 

 

 

 

(3,943)

Capital lease payments

 

(53,079)

 

 

 

 

 

(53,079)

Leveraged Employee Stock Ownership Plan - repayments from loan

 

487

 

 

 

 

 

487

Proceeds from (repayment of) intercompany loans

 

 

 

 

 

 

Common stock dividends paid

 

(19,568)

 

 

 

 

 

(19,568)

Investment contract deposits

 

 

 

140,613

 

 

 

140,613

Investment contract withdrawals

 

 

 

(34,677)

 

 

 

(34,677)

Net cash provided (used) by financing activities

 

61,858

 

 

105,936

 

 

 

167,794

 

 

 

 

 

 

 

 

 

 

 

 

Effects of exchange rate on cash

 

(177)

 

 

 

 

 

(177)

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

37,150

 

(1,362)

 

(4,420)

 

 

 

31,368

Cash and cash equivalents at beginning of period

 

427,560

 

14,120

 

22,064

 

 

 

463,744

Cash and cash equivalents at end of period

$

464,710

$

12,758

$

17,644

$

 

$

495,112

 

 

 

 

 

 

 

 

 

 

 

 

(a) Balance for the period ended December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Consolidating cash flow statements by industry segment for the year ended March 31, 2013 are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property &

Casualty

Insurance (a)

 

Life

Insurance (a)

 

Elimination

 

 

AMERCO

Consolidated

 

 

(In thousands)

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net earnings

$

264,708

$

9,256

$

14,985

$

(24,241)

 

$

264,708

Earnings from consolidated subsidiaries

 

(24,241)

 

 

 

24,241

 

 

Adjustments to reconcile net earnings to the cash provided by operations:

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

260,492

 

 

 

 

 

260,492

Amortization of deferred policy acquisition costs

 

 

 

17,376

 

 

 

17,376

Change in allowance for losses on trade receivables

 

(134)

 

 

 

 

 

(134)

Change in allowance for inventory reserve

 

1,133

 

 

 

 

 

1,133

Net gain on sale of real and personal property

 

(22,496)

 

 

 

 

 

(22,496)

Net gain on sale of investments

 

(76)

 

(4,883)

 

(3,364)

 

 

 

(8,323)

Deferred income taxes

 

9,206

 

4,459

 

(147)

 

 

 

13,518

Net change in other operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Reinsurance recoverables and trade receivables

 

(6,022)

 

45,201

 

(2,857)

 

 

 

36,322

Inventories

 

1,206

 

 

 

 

 

1,206

Prepaid expenses

 

(15,587)

 

 

 

 

 

(15,587)

Capitalization of deferred policy acquisition costs

 

 

 

(50,640)

 

 

 

(50,640)

Other assets

 

21,216

 

294

 

46

 

 

 

21,556

Related party assets

 

133,970

 

(1,361)

 

 

1,063

(b)

 

133,672

Accounts payable and accrued expenses

 

41,330

 

 

(1,298)

 

 

 

40,032

Policy benefits and losses, claims and loss expenses payable

 

1,102

 

(52,755)

 

21,175

 

 

 

(30,478)

Other policyholders' funds and liabilities

 

 

(281)

 

302

 

 

 

21

Deferred income

 

(1,312)

 

 

 

 

 

(1,312)

Related party liabilities

 

1,145

 

346

 

36

 

(1,063)

(b)

 

464

Net cash provided (used) by operating activities

 

665,640

 

276

 

(4,386)

 

 

 

661,530

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchases of:

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

(655,984)

 

 

 

 

 

(655,984)

Short term investments

 

 

(97,269)

 

(314,369)

 

 

 

(411,638)

Fixed maturities investments

 

 

(44,460)

 

(398,802)

 

 

 

(443,262)

Equity securities

 

 

(16,289)

 

 

 

 

(16,289)

Preferred stock

 

 

(6,296)

 

 

 

 

(6,296)

Real estate

 

(243)

 

 

(830)

 

 

 

(1,073)

Mortgage loans

 

(45,206)

 

(1,821)

 

(33,684)

 

 

 

(80,711)

Proceeds from sales and paydowns of:

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

220,699

 

 

 

 

 

220,699

Short term investments

 

 

87,738

 

329,782

 

 

 

417,520

Fixed maturities investments

 

 

35,493

 

125,313

 

 

 

160,806

Equity securities

 

372

 

 

 

 

 

372

Preferred stock

 

 

7,258

 

 

 

 

7,258

Real estate

 

667

 

 

4

 

 

 

671

Mortgage loans

 

46,468

 

25,448

 

23,798

 

 

 

95,714

Net cash provided (used) by investing activities

 

(433,227)

 

(10,198)

 

(268,788)

 

 

 

(712,213)

 

 

 

 

 

 

 

 

 

 

 

 

(a) Balance for the period ended December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

(b) Eliminate intercompany investments

 

 

 

 

 

 

 

 

 

 

 

amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)


Continuation of consolidating cash flow statements by industry segment for the year ended March 31, 2013 are as follows:

 

 

 

 

 

 

 

 

 

 

Moving & Storage

Consolidated

 

Property &

Casualty

Insurance (a)

 

Life

Insurance (a)

 

Elimination

 

 

AMERCO

Consolidated

 

 

(In thousands)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Borrowings from credit facilities

 

270,546

 

 

 

 

 

270,546

Principal repayments on credit facilities

 

(257,957)

 

 

 

 

 

(257,957)

Debt issuance costs

 

(2,223)

 

 

 

 

 

(2,223)

Capital lease payments

 

(26,877)

 

 

 

 

 

(26,877)

Leveraged Employee Stock Ownership Plan - repayments from loan

 

692

 

 

 

 

 

692

Securitization deposits

 

1,195

 

 

 

 

 

1,195

Proceeds from (repayment of) intercompany loans

 

 

 

 

 

 

Common stock dividends paid

 

(97,421)

 

 

 

 

 

(97,421)

Contribution to related party

 

(1,500)

 

1,500

 

 

 

 

Investment contract deposits

 

 

 

301,729

 

 

 

301,729

Investment contract withdrawals

 

 

 

(31,901)

 

 

 

(31,901)

Net cash provided (used) by financing activities

 

(113,545)

 

1,500

 

269,828

 

 

 

157,783

 

 

 

 

 

 

 

 

 

 

 

 

Effects of exchange rate on cash

 

(536)

 

 

 

 

 

(536)

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

118,332

 

(8,422)

 

(3,346)

 

 

 

106,564

Cash and cash equivalents at beginning of period

 

309,228

 

22,542

 

25,410

 

 

 

357,180

Cash and cash equivalents at end of period

$

427,560

$

14,120

$

22,064

$

 

$

463,744

 

 

 

 

 

 

 

 

 

 

 

 

(a) Balance for the period ended December 31, 2012

 

 

 

 

 

 

 

 

 

 

 


amerco and consolidated subsidiaries

notes to consolidated financial statements – (continued)



Note 22.  Subsequent Events

Our management has evaluated subsequent events occurring after March 31, 2015, the date of our most recent balance sheet date, through the date our financial statements were issued. We do not believe any subsequent events have occurred that would require further disclosure or adjustment to our financial statements.

 

 


 


SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF AMERCO

BALANCE SHEETS

 

 

March 31,

 

 

2015

 

2014

 

 

(In thousands)

ASSETS

Cash and cash equivalents

$

291,550

$

321,544

Investment in subsidiaries

 

813,735

 

493,612

Related party assets

 

1,225,044

 

1,150,671

Other assets

 

85,409

 

18,712

Total assets

$

2,415,738

$

1,984,539

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

 

 

 

 

Other liabilities

$

524,988

$

455,952

 

 

524,988

 

455,952

Stockholders' equity:

 

 

 

 

Preferred stock

 

 

Common stock

 

10,497

 

10,497

Additional paid-in capital

 

449,878

 

444,420

Accumulated other comprehensive loss

 

(34,365)

 

(53,923)

Retained earnings:

 

 

 

 

Beginning of period

 

1,805,243

 

1,482,420

Net earnings

 

356,741

 

342,391

Dividends

 

(19,594)

 

(19,568)

End of period

 

2,142,390

 

1,805,243

 

 

 

 

 

Cost of common shares in treasury

 

(525,653)

 

(525,653)

Cost of preferred shares in treasury

 

(151,997)

 

(151,997)

Total stockholders' equity

 

1,890,750

 

1,528,587

Total liabilities and stockholders' equity

$

2,415,738

$

1,984,539

 

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

 

 


CONDENSED FINANCIAL INFORMATION OF AMERCO

STATEMENTS OF OPERATIONS

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands, except share and per share data)

Revenues:

 

 

 

 

 

 

Net interest income and other revenues

$

4,862

$

6,465

$

5,329

Expenses:

 

 

 

 

 

 

Operating expenses

 

7,055

 

6,636

 

13,611

Other expenses

 

99

 

97

 

97

Total expenses

 

7,154

 

6,733

 

13,708

Equity in earnings of subsidiaries

 

300,566

 

287,803

 

212,164

Interest income

 

75,241

 

86,916

 

91,125

Pretax earnings

 

373,515

 

374,451

 

294,910

Income tax expense

 

(16,774)

 

(32,060)

 

(30,202)

Earnings available to common shareholders

$

356,741

$

342,391

$

264,708

Basic and diluted earnings per common share

$

18.21

$

17.51

$

13.56

Weighted average common shares outstanding: Basic and diluted

 

19,586,633

 

19,558,758

 

19,518,779

 

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

 

 


CONDENSED FINANCIAL INFORMATION OF AMERCO

STATEMENTS OF comprehensive income

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands, except share and per share data)

 

 

 

 

 

 

 

Net earnings

$

356,741

$

342,391

$

264,708

Other comprehensive income (loss)

 

19,558

 

(31,243)

 

22,756

Total comprehensive income

$

376,299

$

311,148

$

287,464

STATEMENTS OF CASH FLOW

 

 

Years Ended March 31,

 

 

2015

 

2014

 

2013

 

 

(In thousands)

Cash flows from operating activities:

 

 

 

 

 

 

Net earnings

$

356,741

$

342,391

$

264,708

Change in investments in subsidiaries

 

(300,566)

 

(287,803)

 

(212,164)

Adjustments to reconcile net earnings to cash provided by operations:

 

 

 

 

 

 

Depreciation

 

6

 

5

 

5

Net gain on sale of investments

 

 

(1,325)

 

(76)

Deferred income taxes

 

66,628

 

34,605

 

9,206

Net change in other operating assets and liabilities:

 

 

 

 

 

 

Prepaid expenses

 

(66,786)

 

3,938

 

(12,979)

Other assets

 

84

 

(41)

 

365

Related party assets

 

(539)

 

 

Accounts payable and accrued expenses

 

5,239

 

6,589

 

2,659

Net cash provided by operating activities

 

60,807

 

98,359

 

51,724

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(2)

 

(2)

Proceeds of equity securities

 

 

26,569

 

372

Net cash provided by investing activities

 

 

26,567

 

370

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from (repayments) of intercompany loans

 

(71,207)

 

(110,933)

 

172,444

Common stock dividends paid

 

(19,594)

 

(19,568)

 

(97,421)

Contribution to related party

 

 

 

(1,500)

Net cash provided (used) by financing activities

 

(90,801)

 

(130,501)

 

73,523

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

(29,994)

 

(5,575)

 

125,617

Cash and cash equivalents at beginning of period

 

321,544

 

327,119

 

201,502

Cash and cash equivalents at end of period

$

291,550

$

321,544

$

327,119

Income taxes paid, net of income taxes refunds received, amounted to $195.1 million, $138.4 million and $144.7 million for fiscal 2015, 2014 and 2013, respectively.

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

 


CONDENSED FINANCIAL INFORMATION OF AMERCO

NOTES TO CONDENSED FINANCIAL INFORMATION

March 31, 2015, 2014, and 2013

1.  Summary of Significant Accounting Policies

AMERCO, a Nevada corporation, was incorporated in April, 1969, and is the holding Company for U-Haul International, Inc., Amerco Real Estate Company, Repwest Insurance Company and Oxford Life Insurance Company. The financial statements of the Registrant should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this Annual Report.

AMERCO is included in a consolidated Federal income tax return with all of its U.S. subsidiaries. Accordingly, the provision for income taxes has been calculated for Federal income taxes of AMERCO and subsidiaries included in the consolidated return of the Registrant. State taxes for all subsidiaries are allocated to the respective subsidiaries.

The financial statements include only the accounts of AMERCO, which include certain of the corporate operations of AMERCO. The interest in AMERCO’s majority owned subsidiaries is accounted for on the equity method. The intercompany interest income and expenses are eliminated in the Consolidated Financial Statements.

2.  Guarantees

AMERCO has guaranteed performance of certain long-term leases and other obligations. See Note 17, Contingent Liabilities and Commitments and Note 19, Related Party Transactions of the Notes to Consolidated Financial Statements.

 


SCHEDULE II

AMERCO AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

 

 

Balance at Beginning of Year

 

Additions Charged to Costs and Expenses

 

Additions Charged to Other Accounts

 

Deductions

 

Balance at Year End

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31, 2015

 

(In thousands)

Allowance for doubtful accounts

 

 

 

 

 

 

 

 

 

 

(deducted from trade receivable)

$

958

$

994

$

$

(1,162)

$

790

Allowance for obsolescence

 

 

 

 

 

 

 

 

 

 

(deducted from inventory)

$

2,487

$

$

$

(1,103)

$

1,384

Allowance for LIFO

 

 

 

 

 

 

 

 

 

 

(deducted from inventory)

$

14,788

$

231

$

$

$

15,019

Allowance for probable losses

 

 

 

 

 

 

 

 

 

 

(deducted from mortgage loans)

$

370

$

$

$

$

370

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31, 2014

 

 

Allowance for doubtful accounts

 

 

 

 

 

 

 

 

 

 

(deducted from trade receivable)

$

994

$

958

$

$

(994)

$

958

Allowance for obsolescence

 

 

 

 

 

 

 

 

 

 

(deducted from inventory)

$

1,711

$

776

$

$

$

2,487

Allowance for LIFO

 

 

 

 

 

 

 

 

 

 

(deducted from inventory)

$

14,693

$

95

$

$

$

14,788

Allowance for probable losses

 

 

 

 

 

 

 

 

 

 

(deducted from mortgage loans)

$

370

$

$

$

$

370

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31, 2013

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

 

 

 

 

 

 

 

 

 

(deducted from trade receivable)

$

1,128

$

1,184

$

$

(1,318)

$

994

Allowance for obsolescence

 

 

 

 

 

 

 

 

 

 

(deducted from inventory)

$

730

$

981

$

$

$

1,711

Allowance for LIFO

 

 

 

 

 

 

 

 

 

 

(deducted from inventory)

$

14,541

$

152

$

$

$

14,693

Allowance for probable losses

 

 

 

 

 

 

 

 

 

 

(deducted from mortgage loans)

$

370

$

$

$

$

370


 


SCHEDULE V

AMERCO AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL INFORMATION (FOR PROPERTY-CASUALTY INSURANCE Operations)

Years Ended December 31, 2014, 2013 AND 2012

 

 

Fiscal Year

 

Affiliation with Registrant

 

Deferred Policy Acquisition Cost

 

Reserves for Unpaid Claims and Adjustment Expenses

 

Discount if any, Deducted

 

Unearned Premiums

 

Net Earned Premiums (1)

 

Net Investment Income (2)

 

Claim and Claim Adjustment Expenses Incurred Related to Current Year

 

Claim and Claim Adjustment Expenses Incurred Related to Prior Year

 

Amortization of Deferred Policy Acquisition Costs

 

Paid Claims and Claim Adjustment Expense

 

Net Premiums Written (1)

(In thousands)

2015

 

Consolidated property

casualty entity

$

$

271,609

$

N/A

$

$

46,456

$

11,980

$

11,690

$

(694)

$

$

18,872

$

46,452

2014

 

Consolidated property

casualty entity

 

 

295,126

 

N/A

 

 

41,052

 

10,057

 

9,861

 

1,652

 

 

6,576

 

41,065

2013

 

Consolidated property

casualty entity

 

 

330,093

 

N/A

 

 

34,342

 

8,976

 

8,962

 

7,036

 

 

20,807

 

34,378

 

 

(1) The earned and written premiums are reported net of intersegment transactions. There were no earned premiums eliminated for the years ended December 31, 2014, 2013 and 2012, respectively.

(2) Net Investment Income excludes net realized (gains) losses on investments of ($0.8) million, ($0.5) million and ($4.9) million for the years ended December 31, 2014, 2013 and 2012, respectively.


 


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

AMERCO

 

Date:  May 27, 2015

 

/s/ Edward J. Shoen          

 

 

Edward J. Shoen

 

 

President and Chairman of the Board

 

 

(Duly Authorized Officer)

 

 

 

 

 

 

 

 

 

Date:  May 27, 2015

 

/s/ Jason A. Berg                 

 

 

Jason A. Berg

 

 

Chief Accounting Officer

 

 

(Principal Financial Officer)


 


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward J. Shoen his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act or things requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Jason A. Berg

Chief Accounting Officer
(Principal Financial Officer)

May 27, 2015

Jason A. Berg

 

 

/s/ James E. Acridge

Director

May 27, 2015

James E. Acridge

 

 

/s/ Charles J. Bayer

Director

May 27, 2015

Charles J. Bayer

 

 

/s/ John  P. Brogan

Director

May 27, 2015

John P. Brogan

 

 

/s/ John M. Dodds

Director

May 27, 2015

John M. Dodds

 

 

/s/ Michael L. Gallagher

Director

May 27, 2015

Michael L. Gallagher

 

 

/s/ Daniel R. Mullen

Director

May 27, 2015

Daniel R. Mullen

 

 

/s/ Samuel J. Shoen

Director

May 27, 2015

Samuel J. Shoen