sh
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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For the quarterly period ended |
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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For the transition period from __________________ to __________________ |
Commission File Number
State or other jurisdiction of incorporation or organization |
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Registrant, State of Incorporation, Address and Telephone Number |
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I.R.S. Employer Identification No. |
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(A Nevada Corporation) |
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Telephone ( N/A |
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated Filer |
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Non-accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
TABLE OF CONTENTS
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Item 1. |
1 |
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a) Consolidated Balance Sheets as of June 30, 2024 and March 31, 2024 (unaudited) |
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b) Consolidated Statements of Operations for the Quarters Ended June 30, 2024 and 2023 (unaudited) |
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3 |
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4 |
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g) Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2024 and 2023 (unaudited) |
5 |
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6 |
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Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
74 |
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Item 4. |
76 |
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Item 1. |
77 |
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Item 1A. |
77 |
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Item 2. |
78 |
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Item 3. |
78 |
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Item 4. |
78 |
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Item 5. |
78 |
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Item 6. |
78 |
Part i Financial information
Item 1. Financial Statements
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED balance sheets
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June 30, |
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March 31, |
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2024 |
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2024 |
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(Unaudited) |
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(In thousands, except share data) |
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ASSETS |
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Cash and cash equivalents |
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$ |
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$ |
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Trade receivables and reinsurance recoverables, net |
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Inventories and parts |
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Prepaid expenses |
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Fixed maturity securities available-for-sale (net of allowance for credit loss of $ |
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Equity securities, at fair value |
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Investments, other |
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Deferred policy acquisition costs, net |
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Other assets |
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Right of use assets - financing, net |
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Right of use assets - operating, net |
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Related party assets |
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Property, plant and equipment, at cost: |
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Land |
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Buildings and improvements |
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Furniture and equipment |
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Rental trailers and other rental equipment |
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Rental trucks |
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Less: Accumulated depreciation |
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Total property, plant and equipment, net |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Liabilities: |
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Accounts payable and accrued expenses |
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$ |
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$ |
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Notes, loans and finance leases payable, net |
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Operating lease liabilities |
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Policy benefits and losses, claims and loss expenses payable |
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Liabilities from investment contracts |
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Other policyholders' funds and liabilities |
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Deferred income |
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Deferred income taxes, net |
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Total liabilities |
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Stockholders' equity: |
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Series preferred stock, with or without par value, |
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Series B preferred stock, with no par value, |
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Serial common stock, with or without par value, |
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Common stock, with $ |
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Series N Non-Voting Common Stock with $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Cost of common stock in treasury, net ( |
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Cost of preferred stock in treasury, net ( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
1
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED Statements of operations
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Quarter ended June 30, |
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2024 |
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2023 |
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(Unaudited) |
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(In thousands, except share and per share amounts) |
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Revenues: |
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Self-moving equipment rental revenues |
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$ |
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$ |
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Self-storage revenues |
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Self-moving and self-storage products and service sales |
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Property management fees |
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Life insurance premiums |
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Property and casualty insurance premiums |
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Net investment and interest income |
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Other revenue |
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Total revenues |
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Costs and expenses: |
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Operating expenses |
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Commission expenses |
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Cost of product sales |
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Benefits and losses |
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Amortization of deferred policy acquisition costs |
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Lease expense |
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Depreciation, net of gains on disposals of ($ |
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Net losses on disposal of real estate |
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Total costs and expenses |
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Earnings from operations |
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Other components of net periodic benefit costs |
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Other interest income |
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— |
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Interest expense |
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Fees on early extinguishment of debt and costs of defeasance |
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Pretax earnings |
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Income tax expense |
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Net earnings available to common stockholders |
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$ |
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$ |
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Basic and diluted earnings per share of Common Stock |
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$ |
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$ |
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Weighted average shares outstanding of Common Stock: Basic and diluted |
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Basic and diluted earnings per share of Series N Non-Voting Common Stock |
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$ |
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$ |
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Weighted average shares outstanding of Series N Non-Voting Common Stock: Basic and diluted |
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Related party revenues for the first quarters ended June 30, 2024 and 2023, net of eliminations, were $
Related party costs and expenses for the first quarters ended June 30, 2024 and 2023, net of eliminations, were $
Please see Note 11, Related Party Transactions, of the Notes to Consolidated Financial Statements for more information on the related party revenues and costs and expenses.
The accompanying notes are an integral part of these consolidated financial statements.
2
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
consolidatED statements of COMPREHENSIVE INCOME (loss)
Quarter ended June 30, 2024 |
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Pre-tax |
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Tax |
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Net |
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(Unaudited) |
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(In thousands) |
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Comprehensive income: |
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Net earnings |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation |
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( |
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— |
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( |
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Unrealized net loss on investments and future policy benefits discount rate remeasurement gains (losses) |
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( |
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( |
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Change in fair value of cash flow hedges |
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( |
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Amounts reclassified into earnings on hedging activities |
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Total other comprehensive income (loss) |
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( |
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( |
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Total comprehensive income (loss) |
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$ |
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$ |
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$ |
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Quarter ended June 30, 2023 |
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Pre-tax |
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Tax |
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Net |
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(Unaudited) |
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(In thousands) |
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Comprehensive income: |
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Net earnings |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation |
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— |
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Unrealized net gain on investments and future policy benefits discount rate remeasurement gains (losses) |
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( |
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Change in fair value of cash flow hedges |
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Amounts reclassified into earnings on hedging activities |
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Total other comprehensive income (loss) |
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( |
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Total comprehensive income (loss) |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
U-Haul Holding Company and consolidated subsidiaries
consolidated statements of changes in stockholders’ equity
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Common Stock |
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Series N Non-Voting Common Stock |
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Additional Paid-In Capital |
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Accumulated Other Comprehensive |
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Retained Earnings |
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Less: Treasury Common Stock |
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Less: Treasury Preferred Stock |
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Total Stockholders' Equity |
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(Unaudited) |
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(In thousands) |
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Balance as of March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Foreign currency translation |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Unrealized net loss on investments and future policy benefits discount rate remeasurement gains (losses), net of tax |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Change in fair value of cash flow hedges, net of tax |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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Amounts reclassified into earnings on hedging activities |
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— |
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— |
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— |
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— |
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— |
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— |
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Net earnings |
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— |
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— |
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— |
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— |
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— |
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— |
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Series N Non-Voting Common Stock dividends: ($ |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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Net activity |
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— |
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— |
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— |
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— |
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— |
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Balance as of June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance as of March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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— |
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— |
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Unrealized net gain on investments and future policy benefits discount rate remeasurement gains (losses), net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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Change in fair value of cash flow hedges, net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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Amounts reclassified into earnings on hedging activities |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Net earnings |
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— |
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— |
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— |
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— |
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— |
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— |
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Series N Non-Voting Common stock dividends: ($ |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Net activity |
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— |
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— |
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— |
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— |
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— |
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Balance as of June 30, 2023 |
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$ |
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$ |
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$ |
$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
4
U-Haul holding company AND CONSOLIDATED subsidiaries
consolidatED statements of cash flows
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Quarter ended June 30, |
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|||||
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2024 |
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2023 |
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(Unaudited) |
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(In thousands) |
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Cash flows from operating activities: |
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Net earnings |
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$ |
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$ |
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Adjustments to reconcile net earnings to cash provided by operations: |
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Depreciation |
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Amortization of premiums and accretion of discounts related to investments, net |
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Amortization of debt issuance costs |
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Interest credited to policyholders |
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Provision for allowance for losses on trade receivables, net |
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Non cash lease expense |
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|
|
|
|
|
||
Net gains on disposal of personal property |
|
|
( |
) |
|
|
( |
) |
Net losses on disposal of real estate |
|
|
|
|
|
|
||
Net (gains) losses on sales of fixed maturity securities |
|
|
|
|
|
( |
) |
|
Net gains on equity securities |
|
|
( |
) |
|
|
( |
) |
Deferred income taxes, net |
|
|
|
|
|
|
||
Net change in other operating assets and liabilities: |
|
|
|
|
|
|
||
Trade receivables and reinsurance recoverables |
|
|
( |
) |
|
|
( |
) |
Inventories and parts |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses |
|
|
( |
) |
|
|
|
|
Deferred policy acquisition costs, net |
|
|
|
|
|
|
||
Other assets and right of use assets - operating, net |
|
|
( |
) |
|
|
( |
) |
Related party assets |
|
|
( |
) |
|
|
|
|
Accounts payable and accrued expenses and operating lease liabilities |
|
|
|
|
|
|
||
Policy benefits and losses, claims and loss expenses payable |
|
|
|
|
|
( |
) |
|
Other policyholders' funds and liabilities |
|
|
( |
) |
|
|
|
|
Deferred income |
|
|
|
|
|
|
||
Related party liabilities |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Escrow deposits |
|
|
|
|
|
( |
) |
|
Purchases of: |
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Fixed maturity securities available-for-sale |
|
|
( |
) |
|
|
( |
) |
Equity securities |
|
|
— |
|
|
|
( |
) |
Investments, other |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales of: |
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
|
|
|
|
||
Fixed maturity securities available-for-sale |
|
|
|
|
|
|
||
Equity securities |
|
|
|
|
|
|
||
Investments, other |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Borrowings from credit facilities |
|
|
|
|
|
|
||
Principal repayments on credit facilities |
|
|
( |
) |
|
|
( |
) |
Payment of debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Finance lease payments |
|
|
( |
) |
|
|
( |
) |
Securitization deposits |
|
|
|
|
|
|
||
Series N Non-Voting Common Stock dividends paid |
|
|
( |
) |
|
|
( |
) |
Investment contract deposits |
|
|
|
|
|
|
||
Investment contract withdrawals |
|
|
( |
) |
|
|
( |
) |
Net cash provided (used) by financing activities |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Effects of exchange rate on cash |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Increase (decrease) in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents at the beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at the end of period |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these consolidated financial statements.
5
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
U-Haul Holding Company, a Nevada corporation (“U-Haul Holding Company”), has a first fiscal quarter that ends on the 30th of June for each year that is referenced. Our insurance company subsidiaries have a first quarter that ends on the 31st of March for each year that is referenced. They have been consolidated on that basis. Our insurance companies’ financial reporting processes conform to calendar year reporting as required by state insurance departments. We believe that consolidating their calendar year into our fiscal year financial statements does not materially affect the presentation of consolidated financial position or consolidated results of operations. We disclose material events, if any, occurring during the intervening period. Consequently, all references to our insurance subsidiaries’ years 2024 and 2023 correspond to fiscal 2025 and 2024 for U-Haul Holding Company.
Accounts denominated in non-U.S. currencies have been translated into U.S. dollars.
The accompanying interim consolidated financial statements are unaudited and reflect all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in conformity with the accounting principles generally accepted in the United States of America (“GAAP”). Interim results are not necessarily indicative of full year performance. The year-end consolidated balance sheet data was derived from audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, which include all disclosures required by GAAP. Compared to the consolidated annual financial statements, certain footnotes within the accompanying interim consolidated financial statements have been condensed. Therefore, these interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.
In our opinion, all adjustments necessary for the fair presentation of such consolidated financial statements have been included. Such adjustments consist only of normal recurring items.
Intercompany accounts and transactions have been eliminated.
The Company has reclassified certain prior period amounts to conform with the current period presentation on the Consolidated Statements of Cash Flows related to (1) amortization of deferred policy acquisition costs which was previously reported separately and is now included in deferred policy acquisition costs, net, (2) provision for allowance for inventories and parts reserves which was previously reported separately and is now included in inventories and parts, net, (3) purchases of short term investments, real estate, and mortgage loans which were previously reported separately and are now included in investments, other, (4) non-cash lease expense which was previously reported in other assets.
Description of Legal Entities
U-Haul Holding Company is the holding company for:
U-Haul International, Inc. (“U-Haul”);
Amerco Real Estate Company (“Real Estate”);
Repwest Insurance Company (“Repwest”); and
Oxford Life Insurance Company (“Oxford”).
Unless the context otherwise requires, the terms “Company,” “we,” “us” or “our” refer to U-Haul Holding Company and all of its legal subsidiaries.
Description of Operating Segments
U-Haul Holding Company has three reportable segments. They are Moving and Storage, Property and Casualty Insurance and Life Insurance.
Draft 7/26/2024
6
U-HAUL HOLDING COMPANY AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Moving and Storage operating segment (“Moving and Storage”) includes U-Haul Holding Company, U-Haul and Real Estate and the wholly owned subsidiaries of U-Haul and Real Estate. Operations consist of the rental of trucks and trailers, sales of moving supplies, sales of towing accessories, sales of propane, and the rental of fixed and portable moving and storage units to the “do-it-yourself” mover and management of self-storage properties owned by others. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
The Property and Casualty Insurance operating segment (“Property and Casualty Insurance”) includes Repwest and its wholly owned subsidiaries and ARCOA Risk Retention Group (“ARCOA”). Property and Casualty Insurance provides loss adjusting and claims handling for U-Haul® through regional offices in the United States and Canada. Property and Casualty Insurance also underwrites components of the Safemove®