AMERCO Earnings 2018-12-31

UHAL 10Q Quarterly Report

Balance Sheet	Income Statement	Cash Flow

10-Q 1 dec201810q.htm DECEMBER 31, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[x]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended December 31, 2018

[ ]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)
	5555 Kietzke Lane, Ste. 100
	Reno, Nevada 89511
	Telephone (775) 688-6300

	N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [ ]

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

Large accelerated filer [x] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [ ]

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

19,607,788 shares of AMERCO Common Stock, $0.25 par value, were outstanding at February 1, 2019.

TABLE OF CONTENTS

		Page
	PART I FINANCIAL INFORMATION
Item 1.	Financial Statements
	a) Condensed Consolidated Balance Sheets as of December 31, 2018 (unaudited) and March 31, 2018	1
	b) Condensed Consolidated Statements of Operations for the Quarters Ended December 31, 2018 and 2017 (unaudited)	2
	c) Condensed Consolidated Statements of Operations for the Nine Months Ended December 31, 2018 and 2017 (unaudited)	3
	d) Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarters and Nine Months Ended December 31, 2018 and 2017 (unaudited)	4
	e) Condensed Consolidated Statements of Stockholders’ Equity for the Quarter and Nine Months Ended December 31, 2018	5
	f) Condensed Consolidated Statements of Stockholders’ Equity for the Quarter and Nine Months Ended December 31, 2017	6
	g) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2018 and 2017 (unaudited)	7
	h) Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4.	Controls and Procedures	65

	PART II OTHER INFORMATION
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds........................................................................	66
Item 3.	Defaults Upon Senior Securities	66
Item 4.	Mine Safety Disclosures	66
Item 5.	Other Information	66
Item 6.	Exhibits	66

Part i Financial information

ITEM 1. Financial Statements

AMERCO AND CONSOLIDATED subsidiaries

CONDENSED CONSOLIDATED balance sheets

		December 31,		March 31,
		2018		2018
		(Unaudited)
		(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	984,385	$	759,388
Reinsurance recoverables and trade receivables, net		191,764		193,538
Inventories and parts, net		96,187		89,877
Prepaid expenses		177,918		166,129
Investments, fixed maturities and marketable equities		2,127,342		1,919,860
Investments, other		332,532		399,064
Deferred policy acquisition costs, net		140,673		124,767
Other assets		83,839		244,782
Related party assets		38,156		33,276
		4,172,796		3,930,681
Property, plant and equipment, at cost:
Land		910,919		827,649
Buildings and improvements		3,762,491		3,140,713
Furniture and equipment		674,535		632,803
Rental trailers and other rental equipment		572,645		545,968
Rental trucks		4,532,134		4,390,750
		10,452,724		9,537,883
Less: Accumulated depreciation		(2,979,760)		(2,721,142)
Total property, plant and equipment		7,472,964		6,816,741
Total assets	$	11,645,760	$	10,747,422
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses	$	517,360	$	511,115
Notes, loans and leases payable, net		3,975,764		3,513,076
Policy benefits and losses, claims and loss expenses payable		1,087,742		1,248,033
Liabilities from investment contracts		1,583,885		1,364,066
Other policyholders' funds and liabilities		12,907		10,040
Deferred income		29,226		34,276
Deferred income taxes, net		746,836		658,108
Total liabilities		7,953,720		7,338,714

Commitments and contingencies (notes 4, 8 and 9)
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 December 31 and March 31, 2018		–		–
Series B preferred stock, with no par value, 100,000 shares authorized; none
issued and outstanding as of December 31 and March 31, 2018		–		–
Serial common stock, with or without par value, 250,000,000 shares authorized:
Serial common stock of $0.25 par value, 10,000,000 shares authorized;
none issued and outstanding as of December 31 and March 31, 2018		–		–
Common stock, with $0.25 par value, 250,000,000 shares authorized:
Common stock of $0.25 par value, 250,000,000 shares authorized; 41,985,700
issued and 19,607,788 outstanding as of December 31 and March 31, 2018		10,497		10,497
Additional paid-in capital		453,116		452,746
Accumulated other comprehensive loss		(74,707)		(4,623)
Retained earnings		3,985,927		3,635,561
Cost of common shares in treasury, net (22,377,912 shares as of December 31 and March 31, 2018)		(525,653)		(525,653)
Cost of preferred shares in treasury, net (6,100,000 shares as of December 31 and March 31, 2018)		(151,997)		(151,997)
Unearned employee stock ownership plan shares		(5,143)		(7,823)
Total stockholders' equity		3,692,040		3,408,708
Total liabilities and stockholders' equity	$	11,645,760	$	10,747,422

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

AMERCO AND CONSOLIDATED subsidiaries

CONDENSED CONSOLIDATED Statements of operations

		Quarter Ended December 31,
		2018		2017
		(Unaudited)
		(In thousands, except share and per share amounts)
Revenues:
Self-moving equipment rentals	$	626,136	$	574,801
Self-storage revenues		93,392		82,127
Self-moving and self-storage products and service sales		55,665		53,130
Property management fees		7,899		9,881
Life insurance premiums		34,778		38,957
Property and casualty insurance premiums		17,668		16,093
Net investment and interest income		32,211		28,821
Other revenue		51,342		39,072
Total revenues		919,091		842,882

Costs and expenses:
Operating expenses		478,461		437,840
Commission expenses		67,493		63,487
Cost of sales		34,149		33,995
Benefits and losses		42,869		45,168
Amortization of deferred policy acquisition costs		6,654		5,952
Lease expense		7,890		8,415
Depreciation, net of gains on disposal of ($796) and ($4,235), respectively		143,473		137,061
Net (gains) losses on disposal of real estate		–		(192,404)
Total costs and expenses		780,989		539,514

Earnings from operations		138,102		303,368
Other components of net periodic benefit costs		(253)		(231)
Interest expense		(34,827)		(31,558)
Pretax earnings		103,022		271,579
Income tax (expense) benefit		(24,387)		257,315
Earnings available to common stockholders	$	78,635	$	528,894
Basic and diluted earnings per common share	$	4.01	$	27.00
Weighted average common shares outstanding: Basic and diluted		19,591,963		19,589,218

Related party revenues for the third quarter of fiscal 2019 and 2018, net of eliminations, were $7.9 million and $10.8 million, respectively.

Related party costs and expenses for the third quarter of fiscal 2019 and 2018, net of eliminations, were $14.9 million and $14.1 million, respectively.

Please see Note 10, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for more information on the related party revenues and costs and expenses.

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

AMERCO AND CONSOLIDATED subsidiaries

CONDENSED CONSOLIDATED Statements of operations

		Nine Months Ended December 31,
		2018		2017
		(Unaudited)
		(In thousands, except share and per share amounts)
Revenues:
Self-moving equipment rentals	$	2,124,451	$	1,985,217
Self-storage revenues		271,097		239,317
Self-moving and self-storage products and service sales		207,819		205,309
Property management fees		22,507		23,474
Life insurance premiums		107,586		116,910
Property and casualty insurance premiums		46,732		42,934
Net investment and interest income		85,043		82,507
Other revenue		177,940		147,825
Total revenues		3,043,175		2,843,493

Costs and expenses:
Operating expenses		1,504,365		1,346,782
Commission expenses		232,084		222,203
Cost of sales		130,432		124,456
Benefits and losses		137,196		139,997
Amortization of deferred policy acquisition costs		18,584		18,217
Lease expense		24,229		25,277
Depreciation, net of gains on disposal of ($29,127) and ($14,260), respectively		402,525		396,540
Net (gains) losses on disposal of real estate		10		(192,223)
Total costs and expenses		2,449,425		2,081,249

Earnings from operations		593,750		762,244
Other components of net periodic benefit costs		(760)		(695)
Interest expense		(105,111)		(93,926)
Pretax earnings		487,879		667,623
Income tax (expense) benefit		(117,853)		112,117
Earnings available to common stockholders	$	370,026	$	779,740
Basic and diluted earnings per common share	$	18.89	$	39.81
Weighted average common shares outstanding: Basic and diluted		19,591,282		19,588,558

Related party revenues for the first nine months of fiscal 2019 and 2018, net of eliminations, were $22.5 million and $26.8 million, respectively.

Related party costs and expenses for the first nine months of fiscal 2019 and 2018, net of eliminations, were $51.1 million and $48.9 million, respectively.

Please see Note 10, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for more information on the related party revenues and costs and expenses.

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

AMERCO AND CONSOLIDATED subsidiaries

Condensed consolidatED statements of COMPREHENSIVE INCOME (loss)

Quarter Ended December 31, 2018		Pre-tax		Tax		Net
		(Unaudited)
		(In thousands)
Comprehensive income:
Net earnings	$	103,022	$	(24,387)	$	78,635
Other comprehensive income (loss):
Foreign currency translation		(4,101)		–		(4,101)
Unrealized net loss on investments		1,827		(384)		1,443
Change in fair value of cash flow hedges		(115)		28		(87)
Total comprehensive income	$	100,633	$	(24,743)	$	75,890



Quarter Ended December 31, 2017		Pre-tax		Tax		Net
		(Unaudited)
		(In thousands)
Comprehensive income:
Net earnings	$	271,579	$	257,315	$	528,894
Other comprehensive income (loss):
Foreign currency translation		(1,794)		–		(1,794)
Unrealized net gain on investments		4,388		(1,536)		2,852
Change in fair value of cash flow hedges		911		(346)		565
Total comprehensive income	$	275,084	$	255,433	$	530,517

Nine Months Ended December 31, 2018		Pre-tax		Tax		Net
		(Unaudited)
		(In thousands)
Comprehensive income:
Net earnings	$	487,879	$	(117,853)	$	370,026
Other comprehensive income (loss):
Foreign currency translation		(5,081)		–		(5,081)
Unrealized net loss on investments		(70,671)		14,841		(55,830)
Change in fair value of cash flow hedges		731		(180)		551
Total comprehensive income	$	412,858	$	(103,192)	$	309,666



Nine Months Ended December 31, 2017		Pre-tax		Tax		Net
		(Unaudited)
		(In thousands)
Comprehensive income:
Net earnings	$	667,623	$	112,117	$	779,740
Other comprehensive income (loss):
Foreign currency translation		19,240		–		19,240
Unrealized net gain on investments		30,492		(10,672)		19,820
Change in fair value of cash flow hedges		3,655		(1,390)		2,265
Total comprehensive income	$	721,010	$	100,055	$	821,065

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

AMERCO AND CONSOLIDATED subsidiaries

Condensed consolidatED statements of stockholders’ equity

		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
	(Unaudited)
	(In thousands)
Balance as of September 30, 2018	$	10,497	$	453,006	$	(62,238)	$	3,917,087	$	(525,653)	$	(151,997)	$	(7,535)	$	3,633,167
Increase in market value of released ESOP shares		–		110		–		–		–		–		–		110
Release of unearned ESOP shares		–		–		–		–		–		–		2,695		2,695
Purchase of ESOP shares		–		–		–		–		–		–		(303)		(303)
Foreign currency translation		–		–		(4,101)		–		–		–		–		(4,101)
Unrealized net gain on investments, net of tax		–		–		(8,281)		–		–		–		–		(8,281)
Change in fair value of cash flow hedges, net of tax		–		–		(87)		–		–		–		–		(87)
Net earnings		–		–		–		78,635		–		–		–		78,635
Common stock dividends: ($0.50 per share for fiscal 2019)		–		–		–		(9,795)		–		–		–		(9,795)
Net activity		–		110		(12,469)		68,840		–		–		2,392		58,873
Balance as of December 31, 2018	$	10,497	$	453,116	$	(74,707)	$	3,985,927	$	(525,653)	$	(151,997)	$	(5,143)	$	3,692,040


Balance as of March 31, 2018	$	10,497	$	452,746	$	(4,623)	$	3,635,561	$	(525,653)	$	(151,997)	$	(7,823)	$	3,408,708
Increase in market value of released ESOP shares		–		370		–		–		–		–		–		370
Release of unearned ESOP shares		–		–		–		–		–		–		8,083		8,083
Purchase of ESOP shares		–		–		–		–		–		–		(5,403)		(5,403)
Foreign currency translation		–		–		(5,081)		–		–		–		–		(5,081)
Unrealized net gain on investments, net of tax		–		–		(55,830)		–		–		–		–		(55,830)
Change in fair value of cash flow hedges, net of tax		–		–		551		–		–		–		–		551
Adjustment for adoption of ASU 2016-01		–		–		(9,724)		9,724		–		–		–		–
Net earnings		–		–		–		370,026		–		–		–		370,026
Common stock dividends: ($1.50 per share for fiscal 2019)		–		–		–		(29,384)		–		–		–		(29,384)
Net activity		–		370		(70,084)		350,366		–		–		2,680		283,332
Balance as of December 31, 2018	$	10,497	$	453,116	$	(74,707)	$	3,985,927	$	(525,653)	$	(151,997)	$	(5,143)	$	3,692,040

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

AMERCO AND CONSOLIDATED subsidiaries

Condensed consolidatED statements of stockholders’ equity

		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
	(Unaudited)
	(In thousands)
Balance as of September 30, 2017	$	10,497	$	452,474	$	(11,534)	$	3,124,152	$	(525,653)	$	(151,997)	$	(5,517)	$	2,892,422
Increase in market value of released ESOP shares		–		145		–		–		–		–		–		145
Release of unearned ESOP shares		–		–		–		–		–		–		2,680		2,680
Purchase of ESOP shares		–		–		–		–		–		–		(2,804)		(2,804)
Foreign currency translation		–		–		(1,794)		–		–		–		–		(1,794)
Unrealized net gain on investments, net of tax		–		–		2,852		–		–		–		–		2,852
Change in fair value of cash flow hedges, net of tax		–		–		565		–		–		–		–		565
Net earnings		–		–		–		528,894		–		–		–		528,894
Common stock dividends: ($0.50 per share for fiscal 2018)		–		–		–		(9,793)		–		–		–		(9,793)
Net activity		–		145		1,623		519,101		–		–		(124)		520,745
Balance as of December 31, 2017	$	10,497	$	452,619	$	(9,911)	$	3,643,253	$	(525,653)	$	(151,997)	$	(5,641)	$	3,413,167


Balance as of March 31, 2017	$	10,497	$	452,172	$	(51,236)	$	2,892,893	$	(525,653)	$	(151,997)	$	(6,932)	$	2,619,744
Increase in market value of released ESOP shares		–		447		–		–		–		–		–		447
Release of unearned ESOP shares		–		–		–		–		–		–		8,055		8,055
Purchase of ESOP shares		–		–		–		–		–		–		(6,764)		(6,764)
Foreign currency translation		–		–		19,240		–		–		–		–		19,240
Unrealized net gain on investments, net of tax		–		–		19,820		–		–		–		–		19,820
Change in fair value of cash flow hedges, net of tax		–		–		2,265		–		–		–		–		2,265
Net earnings		–		–		–		779,740		–		–		–		779,740
Common stock dividends: ($1.50 per share for fiscal 2018)		–		–		–		(29,380)		–		–		–		(29,380)
Net activity		–		447		41,325		750,360		–		–		1,291		793,423
Balance as of December 31, 2017	$	10,497	$	452,619	$	(9,911)	$	3,643,253	$	(525,653)	$	(151,997)	$	(5,641)	$	3,413,167

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

AMERCO AND CONSOLIDATED subsidiaries

Condensed consolidatED statements of cash flows

		Nine Months Ended December 31,
		2018		2017
		(Unaudited)
		(In thousands)
Cash flows from operating activities:
Net earnings	$	370,026	$	779,740
Adjustments to reconcile net earnings to cash provided by operations:
Depreciation		431,652		410,800
Amortization of deferred policy acquisition costs		18,584		18,217
Amortization of debt issuance costs		2,922		2,910
Interest credited to policyholders		28,540		23,250
Change in allowance for losses on trade receivables		124		(25)
Change in allowance for inventories and parts reserves		2,539		4,334
Net gains on disposal of personal property		(29,127)		(14,260)
Net (gains) losses on disposal of real estate		10		(192,223)
Net gains on sales of investments		(3,594)		(4,250)
Deferred income taxes		108,614		(179,047)
Net change in other operating assets and liabilities:
Reinsurance recoverables and trade receivables		1,601		(27,659)
Inventories and parts		(8,858)		(17,410)
Prepaid expenses		(12,533)		(22,220)
Capitalization of deferred policy acquisition costs		(19,994)		(21,501)
Other assets		159,125		6,279
Related party assets		(1,838)		47,804
Accounts payable and accrued expenses		(5,420)		26,764
Policy benefits and losses, claims and loss expenses payable		(159,285)		2,767
Other policyholders' funds and liabilities		2,867		590
Deferred income		(4,982)		(1,297)
Related party liabilities		(3,269)		(4,542)
Net cash provided by operating activities		877,704		839,021

Cash flows from investing activities:
Escrow deposits		(3,292)		19,707
Purchases of:
Property, plant and equipment		(1,325,365)		(970,472)
Short term investments		(39,494)		(48,743)
Fixed maturities investments		(394,266)		(274,283)
Equity securities		(957)		(662)
Preferred stock		(81)		(1,000)
Real estate		(505)		(1,783)
Mortgage loans		(56,892)		(80,707)
Proceeds from sales and paydowns of:
Property, plant and equipment		561,848		591,040
Short term investments		47,012		54,319
Fixed maturities investments		83,767		102,404
Equity securities		8,608		–
Preferred stock		1,625		3,188
Real estate		–		5,348
Mortgage loans		116,800		23,726
Net cash used by investing activities		(1,001,192)		(577,918)

Cash flows from financing activities:
Borrowings from credit facilities		693,132		426,262
Principal repayments on credit facilities		(255,123)		(303,212)
Payment of debt issuance costs		(5,097)		(4,581)
Capital lease payments		(236,683)		(219,623)
Employee stock ownership plan shares		(203)		(6,764)
Securitization deposits		–		(2,181)
Common stock dividends paid		(29,385)		(19,587)
Investment contract deposits		300,920		347,695
Investment contract withdrawals		(109,641)		(163,499)
Net cash provided by financing activities		357,920		54,510

Effects of exchange rate on cash		(9,435)		9,468

Increase in cash and cash equivalents		224,997		325,081
Cash and cash equivalents at the beginning of period		759,388		697,806
Cash and cash equivalents at the end of period	$	984,385	$	1,022,887

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

AMERCO and consolidated subsidiaries

notes to condensed consolidatED financial statements

1.Basis of Presentation

AMERCO, a Nevada corporation (“AMERCO”), has a third fiscal quarter that ends on the 31st of December for each year that is referenced. Our insurance company subsidiaries have a third quarter that ends on the 30th of September 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 material events, if any, occurring during the intervening period. Consequently, all references to our insurance subsidiaries’ years 2018 and 2017 correspond to fiscal 2019 and 2018 for AMERCO.

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

The condensed consolidated balance sheet as of December 31, 2018 and the related condensed consolidated statements of operations, comprehensive income (loss), stockholders’ equity for the third quarter and first nine months and cash flows for the first nine months of fiscal 2019 and 2018 are unaudited.

In our opinion, all adjustments necessary for the fair presentation of such condensed consolidated financial statements have been included. Such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results for a full year. The information in this Quarterly Report on Form 10-Q (“Quarterly Report”) should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018.

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 terms “Company,” “we,” “us” or “our” refer 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.

The Moving and Storage operating segment (“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 condensed consolidatED financial statements (Continued)

The Property and Casualty Insurance operating segment (“Property and Casualty Insurance”) includes Repwest and its wholly owned subsidiaries and ARCOA Risk Retention Group (“ARCOA”). Property and Casualty Insurance provides loss adjusting and claims handling for U-Haul® through regional offices in the United States and Canada. Property and Casualty Insurance also underwrites components of the Safemove®, Safetow®, Safemove Plus®, Safestor® and Safestor Mobile® protection packages to U-Haul customers. The business plan for Property and Casualty Insurance includes offering property and casualty insurance products in other U-Haul related programs. ARCOA is a group captive insurer owned by us and our wholly owned subsidiaries whose purpose is to provide insurance products related to our moving and storage business.

The Life Insurance operating segment (“Life Insurance”) includes Oxford and its wholly owned subsidiaries. Life Insurance provides life and health insurance products primarily to the senior market through the direct writing and reinsuring of life insurance, Medicare supplement and annuity policies.

2. Earnings per Share

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 15,559 and 18,279 as of December 31, 2018 and 2017, respectively.

3. 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 $31.0 million and $30.2 million as of December 31, 2018 and March 31, 2018, respectively.

Available-for-Sale Investments

Available-for-sale investments as of December 31, 2018 were as follows:

		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses More than 12 Months		Gross Unrealized Losses Less than 12 Months		Estimated Market Value
		(Unaudited)
		(In thousands)
U.S. treasury securities and government obligations	$	128,934	$	1,140	$	(2,319)	$	(2,462)	$	125,293
U.S. government agency mortgage-backed securities		61,243		526		(44)		(1,558)		60,167
Obligations of states and political subdivisions		238,243		5,203		(251)		(2,456)		240,739
Corporate securities		1,576,170		14,898		(8,033)		(26,956)		1,556,079
Mortgage-backed securities		119,006		541		(212)		(1,384)		117,951
Redeemable preferred stocks		1,493		37		–		(20)		1,510
	$	2,125,089	$	22,345	$	(10,859)	$	(34,836)	$	2,101,739

Available-for-sale investments as of March 31, 2018 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	$	123,557	$	3,595	$	(1,036)	$	(203)	$	125,913
U.S. government agency mortgage-backed securities		36,416		951		(1)		(93)		37,273
Obligations of states and political subdivisions		178,702		9,938		(217)		(18)		188,405
Corporate securities		1,388,300		50,056		(3,009)		(1,826)		1,433,521
Mortgage-backed securities		94,106		2,072		–		(153)		96,025
Preferred stocks		10,609		321		(29)		(40)		10,861
Common stocks		15,732		12,329		(10)		(189)		27,862
	$	1,847,422	$	79,262	$	(4,302)	$	(2,522)	$	1,919,860

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 $76.0 million during the first nine months of fiscal 2019. The gross realized gains on these sales totaled $0.9 million. The gross realized losses on these sales totaled $0.1 million.

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 it 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 recognize these write-downs, if any, through earnings. There were no write downs for the first nine months of fiscal 2019 or 2018.

The investment portfolio primarily consists of corporate securities and obligations of states and political subdivisions. 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 any 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) (“AOCI”) for first nine months of fiscal 2019 and fiscal 2018.

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

		December 31, 2018				March 31, 2018
		Amortized Cost		Estimated Market Value		Amortized Cost		Estimated Market Value
		(Unaudited)
		(In thousands)
Due in one year or less	$	58,311	$	58,532	$	36,446	$	36,674
Due after one year through five years		503,227		502,343		441,223		450,816
Due after five years through ten years		648,241		639,629		607,895		626,174
Due after ten years		794,811		781,774		641,411		671,448
		2,004,590		1,982,278		1,726,975		1,785,112

Mortgage-backed securities		119,006		117,951		94,106		96,025
Redeemable preferred stocks		1,493		1,510		2,118		2,247
Equity securities		–		–		24,223		36,476
	$	2,125,089	$	2,101,739	$	1,847,422	$	1,919,860

As of March 31, 2018, equity investments were classified as available-for-sale on our balance sheet. However, upon adoption of Accounting Standards Update (“ASU”) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, on April 1, 2018, the updated guidance eliminated the available-for-sale balance sheet classification for equity investments. As of December 31, 2018 our common stock and non-redeemable preferred stock that are included in Investments, fixed maturities and marketable equities on our balance sheet are stated in the table below. The changes in the fair value of these equity investments are recognized through Net investment and interest income.

Equity investments of common stock and non-redeemable preferred stock were as follows:

		Estimated Market Value as of
		December 31, 2018
		(Unaudited)
		(In thousands)

Common stocks	$	18,298
Non-redeemable preferred stocks		7,305
	$	25,603

4. Borrowings

Long Term Debt

Long term debt was as follows:

				December 31,		March 31,
	2019 Rate (a)	Maturities		2018		2018
				(Unaudited)
				(In thousands)
Real estate loan (amortizing term)	3.89%	2023	$	105,413	$	135,287
Senior mortgages	3.72% - 6.62%	2021 - 2038		1,659,930		1,487,645
Working capital loans (revolving credit)	3.59% - 3.72%	2021		335,000		55,000
Fleet loans (amortizing term)	1.95% - 4.66%	2019 - 2025		281,329		342,971
Fleet loans (revolving credit)	3.49% - 3.50%	2021 - 2023		530,000		460,000
Capital leases (rental equipment)	1.92% - 5.04%	2019 - 2025		1,012,791		984,217
Other obligations	2.75% - 8.00%	2019 - 2048		79,064		73,579
Notes, loans and leases payable				4,003,527		3,538,699
Less: Debt issuance costs				(27,763)		(25,623)
Total notes, loans and leases payable, net			$	3,975,764	$	3,513,076

(a) Interest rate as of December 31, 2018, including the effect of applicable hedging instruments.

Real Estate Backed Loans

Real Estate Loan

Real Estate and certain of its subsidiaries and U-Haul Company of Florida are borrowers under a real estate loan (the “Real Estate Loan”). As of December 31, 2018, the outstanding balance on the Real Estate Loan was $105.4 million. 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. As of December 31, 2018, the applicable LIBOR was 2.39% and the applicable margin was 1.50%, the sum of which was 3.89%. 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.

Senior Mortgages

Various subsidiaries of Real Estate and U-Haul are borrowers under certain senior mortgages. These senior mortgage loan balances as of December 31, 2018 were in the aggregate amount of $1,659.9 million and mature between 2021 and 2038. The senior mortgages require monthly principal and interest payments. 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 3.72% and 6.62%. Certain senior mortgages have an anticipated repayment date and a maturity date. If these senior mortgages are not repaid by the anticipated repayment date, the interest rate on these mortgages would increase from the current fixed rate. We are using the anticipated repayment date for our maturity schedule. Real Estate and U-Haul 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

Various subsidiaries of Real Estate are borrowers under asset-backed working capital loans. As of December 31, 2018, the outstanding balance of these loans in the aggregate was $235.0 million. These loans are secured by certain properties owned by the borrowers. The loan agreements provide for term loans, subject to the terms of the loan agreements. The final maturity of the loans is between June 2021 and October 2021. The loans require monthly interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. The interest rate, per the provision of the loan agreements, is the applicable LIBOR plus the applicable margin. As of December 31, 2018, the applicable LIBOR was 2.34% and the margin was between 1.25% and 1.38%, the sum of which was between 3.59% and 3.72%. AMERCO is the guarantor of these loans. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants.

AMERCO is a borrower under a working capital loan. The current maximum credit commitment is $150.0 million, which can be increased to $300.0 million by bringing in other lenders. As of December 31, 2018, the outstanding balance was $100.0 million. This loan agreement provides for revolving loans, subject to the terms of the loan agreement. The final maturity of this loan is September 2021. This loan requires monthly interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. As of December 31, 2018, the applicable LIBOR was 2.32% and the margin was 1.38%, the sum of which was 3.70%. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. There is a 0.30% fee charged for unused capacity.

Fleet Loans

Rental Truck Amortizing Loans

U-Haul and several of its subsidiaries are borrowers under amortizing term loans. The aggregate balance of the loans as of December 31, 2018 was $281.3 million with the final maturities between April 2019 and November 2025.

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. As of December 31, 2018, the applicable LIBOR was between 2.35% and 2.46% and applicable margins were between 1.72% and 1.75%. The interest rates are hedged with interest rate swaps fixing the rates between 2.82% and 3.00% based on current margins. Additionally, $258.6 million of these loans are carried at fixed rates ranging between 1.95% and 4.66%.

AMERCO, and in some cases U-Haul, is guarantor 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 Revolvers

Various subsidiaries of U-Haul entered into three revolving fleet loans with an aggregate borrowing capacity of $555.0 million. These loans mature between January 2021 and April 2023. The interest rates, per the provision of the loan agreements, are the applicable LIBOR plus the applicable margin. As of December 31, 2018, the applicable LIBOR was between 2.34% and 2.35%, and the margin was 1.15%, the sum of which was between 3.49% and 3.50%. Only interest is paid on the loans until the last nine months of the respective loan terms when principal becomes due monthly. As of December 31, 2018, the aggregate outstanding balance of the loans was $530.0 million.

Capital Leases

We regularly enter into capital leases for new equipment with the terms of the leases between five and seven years. During the first nine months of fiscal 2019, we entered into $255.3 million of new capital leases. As of December 31, 2018 and March 31, 2018, the balance of our capital leases was $1,012.8 million and $984.2 million, respectively. As of December 31, 2018 the interest rates were between 1.92% and 5.04%. The net book value of the corresponding capitalized assets was $1,479.9 million and $1,407.6 million as of December 31, 2018 and March 31, 2018, respectively.

Other Obligations

In February 2011, AMERCO and U.S. Bank, NA (the “Trustee”) entered into the U-Haul Investors Club® Indenture. AMERCO 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, but not limited to, 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.

As of December 31, 2018, the aggregate outstanding principal balance of the U-Notes® issued was $82.3 million, of which $3.3 million is held by our insurance subsidiaries and eliminated in consolidation. Interest rates range between 2.75% and 8.00% and maturity dates range between 2019 and 2048.

Oxford is a member of the Federal Home Loan Bank (“FHLB”) and, as such, the FHLB has made deposits with Oxford. As of September 30, 2018, the deposits had an aggregate balance of $60.0 million, for which Oxford pays fixed interest rates between 1.67% and 2.95% with maturities between September 29, 2019 and March 29, 2021. As of September 30, 2018, available-for-sale investments held with the FHLB totaled $122.1 million, of which $69.8 million were pledged as collateral to secure the outstanding deposits. The balances of these deposits are included within Liabilities from investment contracts on the condensed consolidated balance sheets.

Annual Maturities of Notes, Loans and Leases Payable

The annual maturities of long-term debt, including capital leases, as of December 31, 2018 for the next five years and thereafter are as follows:

		Twelve Months Ending December 31,
		2019		2020		2021		2022		2023		Thereafter
		(Unaudited)
		(In thousands)
Notes, loans and leases payable, secured	$	444,230	$	537,017	$	701,960	$	550,082	$	421,537	$	1,348,701

Interest on Borrowings

Interest Expense

Components of interest expense include the following:

		Quarter Ended December 31,
		2018		2017
		(Unaudited)
		(In thousands)
Interest expense	$	38,825	$	31,983
Capitalized interest		(5,055)		(2,075)
Amortization of transaction costs		909		963
Interest expense resulting from derivatives		148		687
Total interest expense		34,827		31,558

		Nine Months Ended December 31,
		2018		2017
		(Unaudited)
		(In thousands)
Interest expense	$	109,241	$	93,475
Capitalized interest		(7,701)		(5,769)
Amortization of transaction costs		2,751		2,909
Interest expense resulting from derivatives		820		3,311
Total interest expense		105,111		93,926

Interest paid in cash, including payments related to derivative contracts, amounted to $38.5 million and $32.7 million for the third quarter of fiscal 2019 and 2018, respectively, and $109.6 million and $96.1 million for the first nine months of fiscal 2019 and 2018, respectively.

Interest Rates

Interest rates and Company borrowings were as follows:

		Revolving Credit Activity
		Quarter Ended December 31,
		2018		2017
		(Unaudited)
		(In thousands, except interest rates)
Weighted average interest rate during the quarter		3.52%		2.47%
Interest rate at the end of the quarter		3.57%		2.56%
Maximum amount outstanding during the quarter	$	865,000	$	535,000
Average amount outstanding during the quarter	$	812,174	$	532,261
Facility fees	$	41	$	159

		Revolving Credit Activity
		Nine Months Ended December 31,
		2018		2017
		(Unaudited)
		(In thousands, except interest rates)
Weighted average interest rate during the period		3.31%		2.38%
Interest rate at the end of the period		3.57%		2.56%
Maximum amount outstanding during the period	$	865,000	$	538,000
Average amount outstanding during the period	$	632,509	$	516,349
Facility fees	$	313	$	284

5. 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, with 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 our counterparties and do not currently anticipate non-performance by the counterparties. Interest rate swap agreements are not entered into for trading purposes. The following is a summary of our interest rate swap agreements as of December 31, 2018.

	Original variable rate debt amount		Agreement Date	Effective Date	Expiration Date	Designated cash flow hedge date
	(Unaudited)
	(In millions)
$	15.1	(a)	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

Operating lease

As of December 31, 2018, the total notional amount of our variable interest rate swaps on debt and an operating lease was $23.7 million and $4.9 million, respectively.

The derivative fair values were as follows:

		Derivatives Fair Values as of
		December 31, 2018		March 31, 2018
		(Unaudited)
		(In thousands)
Interest rate contracts designated as hedging instruments
Assets	$	240	$	437
Liabilities		–		(897)

		The Effect of Interest Rate Contracts on the Statements of Operations for the Nine Months Ended

		December 31, 2018		December 31, 2017
		(Unaudited)
		(In thousands)
Loss recognized in income on interest rate contracts	$	820	$	3,311
Gain recognized in AOCI on interest rate contracts (effective portion)	$	(731)	$	(3,655)
Loss reclassified from AOCI into income (effective portion)	$	789	$	3,308
(Gain) loss recognized in income on interest rate contracts (ineffective portion and amount excluded from effectiveness testing)	$	31	$	3

Gains or losses recognized in income on derivatives are recorded as interest expense in the statements of operations. During the first nine months of fiscal 2019, we recognized a net increase in the fair value of our cash flow hedges of $0.6 million, net of taxes. Embedded in this change was $0.8 million of losses reclassified from accumulated other comprehensive income (loss) to interest expense during the first nine months of fiscal 2019. As of December 31, 2018, we expect to reclassify $0.2 million of net gains on interest rate contracts from accumulated other comprehensive income (loss) to earnings as interest expense over the next twelve months.

6. Accumulated Other Comprehensive Income (Loss)

A summary of the components of AOCI, net of tax, were as follows:

		Foreign Currency Translation		Unrealized Net Gain (Loss) on Investments		Fair Market Value of Cash Flow Hedges		Postretirement Benefit Obligation Net Loss		Accumulated Other Comprehensive Income (Loss)
		(Unaudited)
		(In thousands)
Balance as of March 31, 2018	$	(54,853)	$	52,509	$	(370)	$	(1,909)	$	(4,623)
Foreign currency translation		(5,081)		–		–		–		(5,081)
Adjustment for adoption of ASU 2016-01		–		(9,724)		–		–		(9,724)
Unrealized net loss on investments	&

Closing Price ($)	Shares Out (MM)	Market Cap ($MM)
$380.75	20	$7,470

10-Q	2018-12-31	Quarter: 2018-12-31
10-Q	2018-09-30	Quarter: 2018-09-30
10-Q	2018-06-30	Quarter: 2018-06-30
10-K	2018-03-31	Annual: 2018-03-31
10-Q	2017-12-31	Quarter: 2017-12-31
10-Q	2017-09-30	Quarter: 2017-09-30
10-Q	2017-06-30	Quarter: 2017-06-30
10-K	2017-03-31	Annual: 2017-03-31
10-Q	2016-12-31	Quarter: 2016-12-31
10-Q	2016-09-30	Quarter: 2016-09-30
10-Q	2016-06-30	Quarter: 2016-06-30
10-K	2016-03-31	Annual: 2016-03-31
10-Q	2015-12-31	Quarter: 2015-12-31

8-K	2018-12-05	Other Events, Exhibits
8-K	2018-10-23	Exhibits
8-K	2018-08-28	Exhibits
8-K	2018-08-28	Exhibits
8-K	2018-08-23	Shareholder Vote, Other Events, Exhibits
8-K	2018-06-12	Other Events
8-K	2018-06-06	Other Events, Exhibits
8-K	2018-03-08	Other Events, Exhibits
8-K	2018-03-06	Exhibits

UDR	UDR
R	Ryder System
CAR	Avis Budget Group
PLAY	Dave & Buster's
HTZ	Hertz Global Holdings
RCM	R1 RCM
EHIC	EHI Car Services
SP	SP Plus
HYRE	Hyrecar
IOR	Income Opportunity Realty Investors

EX-31.1	ex311.htm
EX-31.2	ex312.htm
EX-32.1	ex321.htm
EX-32.2	ex322.htm