body10q.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
 
R
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2012

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.
     
 
amerco logo
 
     
1-11255
AMERCO
88-0106815
 
(A Nevada Corporation)
 
 
1325 Airmotive Way, Ste. 100
 
 
Reno, Nevada 89502-3239
 
 
Telephone (775) 688-6300
 
     

 
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 R  No £
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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  R No  £
 
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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £   Accelerated filer R

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 R
 
19,607,788 shares of AMERCO Common Stock, $0.25 par value, were outstanding at November 1, 2012.
 


 
 

 

TABLE OF CONTENTS

   
Page
 
PART I FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
 
a)Condensed Consolidated Balance Sheets as of September 30, 2012 (unaudited) and March 31, 2012
1
 
b)Condensed Consolidated Statements of Operations for the Quarters ended September 30, 2012 and 2011 (unaudited)
2
 
c)Condensed Consolidated Statements of Operations for the Six Months ended September 30, 2012 and 2011 (unaudited)
3
 
d)Condensed Consolidated Statements of Comprehensive Income for the Quarters and the Six Months ended September 30, 2012 and 2011 (unaudited)
4
 
e)Condensed Consolidated Statements of Cash Flows for the Six Months ended September 30, 2012 and 2011 (unaudited)
5
 
f)Notes to Condensed Consolidated Financial Statements (unaudited)
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
38
Item 3.
Quantitative and Qualitative Disclosures About Market Risk                                                                                                                
57
Item 4.
Controls and Procedures                                                                                                                
58
     
 
PART II OTHER INFORMATION
 
Item 1.
Legal Proceedings                                                                                                                
58
Item 1A.
Risk Factors                                                                                                                
59
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                
59
Item 3.
Defaults Upon Senior Securities                                                                                                                
59
Item 4.
Mine Safety Disclosures                                                                                                                
59
Item 5.
Other Information                                                                                                                
59
Item 6.
Exhibits                                                                                                                
59


 
 

 

PART I FINANCIAL INFORMATION
 
ITEM 1. Financial Statements
 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
September 30,
   
March 31,
 
   
2012
   
2012
 
   
(Unaudited)
       
   
(In thousands, except share data)
 
ASSETS
           
Cash and cash equivalents
  $ 645,821     $ 357,180  
Reinsurance recoverables and trade receivables, net
    264,563       297,974  
Inventories, net
    58,659       58,735  
Prepaid expenses
    41,444       41,858  
Investments, fixed maturities and marketable equities
    904,446       766,792  
Investments, other
    293,585       258,551  
Deferred policy acquisition costs, net
    79,868       63,914  
Other assets
    103,498       120,525  
Related party assets
    173,505       316,157  
      2,565,389       2,281,686  
Property, plant and equipment, at cost:
               
Land
    309,654       281,140  
Buildings and improvements
    1,130,852       1,087,119  
Furniture and equipment
    310,516       308,120  
Rental trailers and other rental equipment
    293,735       255,010  
Rental trucks
    2,008,602       1,856,433  
      4,053,359       3,787,822  
Less: Accumulated depreciation
    (1,481,784 )     (1,415,457 )
Total property, plant and equipment
    2,571,575       2,372,365  
Total assets
  $ 5,136,964     $ 4,654,051  
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Liabilities:
               
Accounts payable and accrued expenses
  $ 372,756     $ 335,326  
Notes, loans and leases payable
    1,556,891       1,486,211  
Policy benefits and losses, claims and loss expenses payable
    1,128,929       1,145,943  
Liabilities from investment contracts
    395,620       240,961  
Other policyholders' funds and liabilities
    11,403       7,273  
Deferred income
    30,886       31,525  
Deferred income taxes
    404,558       370,992  
Total liabilities
    3,901,043       3,618,231  
                 
Commitments and contingencies (notes 4, 8, 9 and 10)
    -       -  
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 September 30 and March 31, 2012
    -       -  
Series B preferred stock, with no par value, 100,000 shares authorized; none
               
issued and outstanding as of September 30 and March 31, 2012
    -       -  
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 September 30 and March 31, 2012
    -       -  
Common stock of $0.25 par value, 150,000,000 shares authorized; 41,985,700
               
issued and 19,607,788 outstanding as of September 30 and March 31, 2012
    10,497       10,497  
Additional paid-in capital
    435,376       433,743  
Accumulated other comprehensive loss
    (35,552 )     (45,436 )
Retained earnings
    1,505,332       1,317,064  
Cost of common shares in treasury, net (22,377,912 shares as of September 30 and March 31, 2012)
    (525,653 )     (525,653 )
Cost of preferred shares in treasury, net (6,100,000 shares as of September 30 and March 31, 2012)
    (151,997 )     (151,997 )
Unearned employee stock ownership plan shares
    (2,082 )     (2,398 )
Total stockholders' equity
    1,235,921       1,035,820  
Total liabilities and stockholders' equity
  $ 5,136,964     $ 4,654,051  
 

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


 
1

 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Quarter Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands, except share and per share amounts)
 
Revenues:
           
Self-moving equipment rentals
  $ 538,361     $ 511,626  
Self-storage revenues
    37,978       34,008  
Self-moving and self-storage products and service sales
    61,730       59,768  
Property management fees
    4,902       4,826  
Life insurance premiums
    47,667       46,197  
Property and casualty insurance premiums
    8,947       8,749  
Net investment and interest income
    13,053       15,901  
Other revenue
    28,679       22,106  
Total revenues
    741,317       703,181  
                 
Costs and expenses:
               
Operating expenses
    310,214       294,340  
Commission expenses
    68,564       64,049  
Cost of sales
    30,912       32,446  
Benefits and losses
    45,672       44,462  
Amortization of deferred policy acquisition costs
    3,088       2,675  
Lease expense
    29,591       32,712  
Depreciation, net of (gains) on disposals of (($5,532) and ($7,917), respectively)
    58,954       48,064  
Total costs and expenses
    546,995       518,748  
                 
Earnings from operations
    194,322       184,433  
Interest expense
    (22,113 )     (22,963 )
Pretax earnings
    172,209       161,470  
Income tax expense
    (62,789 )     (60,459 )
Net earnings
    109,420       101,011  
Less: Preferred stock dividends
    -       164  
Earnings available to common shareholders
  $ 109,420     $ 101,175  
Basic and diluted earnings per common share
  $ 5.61     $ 5.20  
Weighted average common shares outstanding: Basic and diluted
    19,512,550       19,470,948  
 

Related party revenues for the second quarter of fiscal 2013 and 2012, net of eliminations, were $8,241 thousand and $11,050 thousand, respectively.

Related party costs and expenses for the second quarter of fiscal 2013 and 2012, net of eliminations, were $13,922 thousand and $12,645 thousand, respectively.

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


 
2

 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Six Months Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands, except share and per share amounts)
 
Revenues:
           
Self-moving equipment rentals
  $ 1,005,355     $ 958,174  
Self-storage revenues
    72,714       65,836  
Self-moving and self-storage products and service sales
    128,908       124,146  
Property management fees
    9,762       9,561  
Life insurance premiums
    94,093       97,196  
Property and casualty insurance premiums
    16,190       15,647  
Net investment and interest income
    25,310       33,164  
Other revenue
    54,401       42,422  
Total revenues
    1,406,733       1,346,146  
                 
Costs and expenses:
               
Operating expenses
    593,607       566,315  
Commission expenses
    129,671       121,001  
Cost of sales
    63,139       65,224  
Benefits and losses
    91,750       94,392  
Amortization of deferred policy acquisition costs
    5,899       7,050  
Lease expense
    62,387       66,946  
Depreciation, net of (gains) on disposals of (($13,048) and ($17,627), respectively)
    115,079       92,422  
Total costs and expenses
    1,061,532       1,013,350  
                 
Earnings from operations
    345,201       332,796  
Interest expense
    (45,604 )     (45,596 )
Pretax earnings
    299,597       287,200  
Income tax expense
    (109,608 )     (107,966 )
Net earnings
    189,989       179,234  
Less: Excess of redemption value over carrying value of preferred shares redeemed
    -       (5,908 )
Less: Preferred stock dividends
    -       (2,913 )
Earnings available to common shareholders
  $ 189,989     $ 170,413  
Basic and diluted earnings per common share
  $ 9.74     $ 8.75  
Weighted average common shares outstanding: Basic and diluted
    19,507,456       19,465,530  
 

Related party revenues for the first six months of fiscal 2013 and 2012, net of eliminations, were $16,922 thousand and $21,954 thousand, respectively.

Related party costs and expenses for the first six months of fiscal 2013 and 2012, net of eliminations, were $26,212 thousand and $23,914 thousand, respectively.

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

 

 
3

 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
Quarter Ended September 30, 2012
 
Pre-tax
   
Tax
   
Net
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
                 
Net earnings
  $ 172,209     $ (62,789 )   $ 109,420  
Other comprehensive income (loss):
                       
Foreign currency translation
    3,459       -       3,459  
Unrealized gain on investments
    10,673       (3,769 )     6,904  
Change in fair value of cash flow hedges
    768       (292 )     476  
Total comprehensive income
  $ 187,109     $ (66,850 )   $ 120,259  
                         
                         
                         
Quarter Ended September 30, 2011
 
Pre-tax
   
Tax
   
Net
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
                       
Net earnings
  $ 161,470     $ (60,459 )   $ 101,011  
Other comprehensive income (loss):
                       
Foreign currency translation
    (6,749 )     -       (6,749 )
Unrealized loss on investments
    (1,373 )     741       (632 )
Change in fair value of cash flow hedges
    (12,250 )     4,655       (7,595 )
Total comprehensive income
  $ 141,098     $ (55,063 )   $ 86,035  
                         
                         
Six Months Ended September 30, 2012
 
Pre-tax
   
Tax
   
Net
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
                       
Net earnings
  $ 299,597     $ (109,608 )   $ 189,989  
Other comprehensive income (loss):
                       
Foreign currency translation
    1,530       -       1,530  
Unrealized gain on investments
    12,546       (4,349 )     8,197  
Change in fair value of cash flow hedges
    253       (96 )     157  
Total comprehensive income
  $ 313,926     $ (114,053 )   $ 199,873  
                         
                         
                         
Six Months Ended September 30, 2011
 
Pre-tax
   
Tax
   
Net
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
                       
Net earnings
  $ 287,200     $ (107,966 )   $ 179,234  
Other comprehensive income (loss):
                       
Foreign currency translation
    (5,757 )     -       (5,757 )
Unrealized loss on investments
    (6,751 )     2,742       (4,009 )
Change in fair value of cash flow hedges
    (16,110 )     6,122       (9,988 )
Total comprehensive income
  $ 258,582     $ (99,102 )   $ 159,480  

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


 
4

 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
Six Months Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands)
 
 Cash flow from operating activities:
           
 Net earnings
  $ 189,989     $ 179,234  
 Adjustments to reconcile net earnings to cash provided by operations:
               
 Depreciation
    128,127       110,049  
 Amortization of deferred policy acquisition costs
    5,899       7,050  
 Change in allowance for losses on trade receivables
    (3 )     (16 )
 Change in allowance for inventory reserves
    1,705       2,008  
 Net gain on sale of real and personal property
    (13,048 )     (17,627 )
 Net (gain) loss on sale of investments
    238       (4,880 )
 Deferred income taxes
    24,926       89,129  
 Net change in other operating assets and liabilities:
               
Reinsurance recoverables and trade receivables
    33,416       (21,953 )
Inventories
    (1,629 )     177  
Prepaid expenses
    422       8,702  
Capitalization of deferred policy acquisition costs
    (24,489 )     (9,010 )
Other assets
    19,770       21,973  
Related party assets
    140,587       5,644  
Accounts payable and accrued expenses
    45,412       11,327  
Policy benefits and losses, claims and loss expenses payable
    (17,413 )     35,857  
Other policyholders' funds and liabilities
    4,130       (3,142 )
Deferred income
    (671 )     4,558  
Related party liabilities
    2,095       268  
 Net cash provided by operating activities
    539,463       419,348  
                 
 Cash flows from investing activities:
               
 Purchases of:
               
Property, plant and equipment
    (280,986 )     (348,331 )
Short term investments
    (150,987 )     (139,207 )
Fixed maturities investments
    (179,941 )     (136,371 )
Equity securities
    (26 )     (9,056 )
Preferred stock
    (1,200 )     (1,633 )
Real estate
    (792 )     (5,146 )
Mortgage loans
    (50,828 )     (65,612 )
 Proceeds from sale of:
               
Property, plant and equipment
    132,597       110,289  
Short term investments
    154,549       154,060  
Fixed maturities investments
    52,586       97,010  
Equity securities
    -       10,210  
Preferred stock
    1,453       1,252  
Real estate
    590       109  
Mortgage loans
    12,700       29,722  
 Net cash used by investing activities
    (310,285 )     (302,704 )
                 
 Cash flows from financing activities:
               
Borrowings from credit facilities
    88,847       178,292  
Principal repayments on credit facilities
    (171,496 )     (99,102 )
Debt issuance costs
    (1,010 )     (1,316 )
Capital lease payments
    (9,883 )     (3,505 )
Leveraged Employee Stock Ownership Plan - repayments from loan
    316       556  
Securitization deposits
    (1,729 )     38,428  
Preferred stock redemption paid
    -       (144,289 )
Preferred stock dividends paid
    -       (2,913 )
Contribution to related party
    -       (518 )
Investment contract deposits
    169,933       6,228  
Investment contract withdrawals
    (15,275 )     (15,419 )
 Net cash provided (used) by financing activities
    59,703       (43,558 )
                 
 Effects of exchange rate on cash
    (240 )     (389 )
                 
 Increase in cash and cash equivalents
    288,641       72,697  
 Cash and cash equivalents at the beginning of period
    357,180       382,514  
 Cash and cash equivalents at the end of period
  $ 645,821     $ 455,211  
 

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

 
5

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
1.      Basis of Presentation
 
AMERCO, a Nevada corporation (“AMERCO”), has a second fiscal quarter that ends on the 30th of September for each year that is referenced. Our insurance company subsidiaries have a second quarter that ends on the 30th of June 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. The Company discloses any material events occurring during the intervening period.  Consequently, all references to our insurance subsidiaries’ years 2012 and 2011 correspond to fiscal 2013 and 2012 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 September 30, 2012 and the related condensed consolidated statements of operations and comprehensive income for the second quarter and the first six months and the cash flows for the first six months ended fiscal 2013 and 2012 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, 2012.
 
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.
 
The Moving and Storage operating segment 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 mobile self-storage spaces 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.

 
6

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
The Property and Casualty Insurance operating segment includes Repwest and its wholly-owned subsidiaries and ARCOA risk retention group (“ARCOA”). The Property and Casualty Insurance operating segment provides loss adjusting and claims handling for U-Haul through regional offices across North America. The Property and Casualty Insurance operating segment also underwrites components of the Safemove, Safetow, Super Safemove and Safestor protection packages to U-Haul customers. The business plan for the Property and Casualty Insurance operating segment 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
 
The Life Insurance operating segment includes Oxford and its wholly-owned subsidiaries. Oxford provides life and health insurance products primarily to the senior market through the direct writing or reinsuring of life insurance, Medicare supplement and annuity policies.
 
2. Earnings per Share
 
Net earnings for purposes of computing earnings per common share for the second quarter and first six months of fiscal 2012 are net earnings less preferred stock dividends paid, adjusted for the price paid by us for the redemption of our preferred stock less its carrying value on our balance sheet at that time. Preferred stock dividends include accrued dividends of AMERCO. Preferred stock dividends paid to or accrued for entities that are part of the consolidated group are eliminated in consolidation.
 
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 90,159 and 131,483 as of September 30, 2012 and September 30, 2011, respectively.
 
On June 1, 2011, we redeemed all 6,100,000 shares of our issued and outstanding Series A 8½% Preferred Stock (“Series A Preferred”) at a redemption price of $25 per share plus accrued dividends through that date.  Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260 – Earnings Per Share (“ASC 260”), for earnings per share purposes, we recognize the deficit of the carrying amount of the Series A Preferred over the consideration paid to redeem the shares.
 
The Series A Preferred was recorded in our Additional Paid-In Capital account, net of original issue costs at $146.3 million prior to the redemption.  We paid $152.5 million to redeem the shares on June 1, 2011 of which $7.7 million was paid to our insurance subsidiaries in exchange for their holdings.  The difference between what was paid to redeem the shares less their carrying amount on our balance sheet, reduced by our insurance subsidiaries holdings was $5.9 million.  This amount was recognized as a reduction to our earnings available to our common shareholders for the purposes of computing earnings per share for the first six months of fiscal 2012.
 
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 $16.2 million at September 30, 2012.

 
7

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
Available-for-Sale Investments
 
Available-for-sale investments at September 30, 2012 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
  $ 28,023     $ 2,916     $ (4 )   $ (17 )   $ 30,918  
U.S. government agency mortgage-backed securities
    43,763       4,512       -       (8 )     48,267  
Obligations of states and political subdivisions
    147,735       14,657       (2 )     (181 )     162,209  
Corporate securities
    565,467       40,306       (1,042 )     (1,720 )     603,011  
Mortgage-backed securities
    18,244       431       (21 )     -       18,654  
Redeemable preferred stocks
    24,147       1,190       (689 )     (90 )     24,558  
Common stocks
    27,762       69       (11,002 )     -       16,829  
    $ 855,141     $ 64,081     $ (12,760 )   $ (2,016 )   $ 904,446  
 
 
The table above includes 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 $54.0 million during the first six months of fiscal 2013. The gross realized gains on these sales totaled $0.2 million. The gross realized losses on these sales totaled $0.3 million.
 
The unrealized losses of more than twelve months in the available-for-sale table are considered temporary declines. The majority of this unrealized loss is related to our long term investments in 1.8 million shares of Bank of America common stock. 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. Our insurance subsidiaries recognized $0.1 million in other-than-temporary impairments for the second quarter and first six months of fiscal 2012. There were no write downs in the second quarter or for the first six months of fiscal 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.

 
8

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
Credit losses recognized in earnings for which a portion of an other-than-temporary impairment was recognized in other comprehensive income were as follows:
 
   
Credit Loss
 
   
(Unaudited)
 
   
(In thousands)
 
Balance at March 31, 2012
  $ 552  
Additions:
       
Other-than-temporary impairment not previously recognized
    -  
Balance at September 30, 2012
  $ 552  
 
 
The adjusted cost and estimated market value of available-for-sale investments at September 30, 2012, by contractual maturity, were as follows:
 
   
Amortized
Cost
   
Estimated
Market
Value
 
   
(Unaudited)
 
   
(In thousands)
 
Due in one year or less
  $ 51,141     $ 52,289  
Due after one year through five years
    148,038       157,500  
Due after five years through ten years
    217,112       233,269  
Due after ten years
    368,697       401,347  
      784,988       844,405  
                 
Mortgage backed securities
    18,244       18,654  
Redeemable preferred stocks
    24,147       24,558  
Common stocks
    27,762       16,829  
    $ 855,141     $ 904,446  
 


 
9

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
4. Borrowings
 
Long-Term Debt
 
Long-term debt was as follows:
 
               
September 30,
   
March 31,
 
   
2013 Rate (a)
   
Maturities
   
2012
   
2012
 
               
(Unaudited)
       
               
(In thousands)
 
Real estate loan (amortizing term)
    6.93 %     2018     $ 240,000     $ 245,000  
Real estate loan (revolving credit)
    -       2018       -       -  
Real estate loan (amortizing term)
    2.13 %     2016       25,078       25,451  
Real estate loan (revolving credit)
    -       2013       -       23,920  
Senior mortgages
    4.90% - 5.75 %     2015 - 2022       489,652       459,822  
Working capital loan (revolving credit)
    -       2013       -       -  
Fleet loans (amortizing term)
    3.00% - 6.92 %     2012 - 2019       324,705       384,888  
Fleet loans (securitization)
    4.90% - 5.56 %     2014 - 2017       204,093       228,655  
Capital leases (rental equipment)
    2.17% - 9.57 %     2015 - 2019       263,434       109,689  
Other obligations
    3.00% - 8.00 %     2013 - 2042       9,929       8,786  
Total notes, loans and leases payable
                  $ 1,556,891     $ 1,486,211  
                                 
(a) Interest rate as of September 30, 2012, including the effect of applicable hedging instruments.
 
 
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. The loan has a final maturity date of August 2018. The loan is comprised of a term loan facility with initial availability of $300.0 million and a revolving credit facility with current availability of $193.4 million. As of September 30, 2012, the outstanding balance on the Real Estate Loan was $240.0 million and we had the full $193.4 million available to be drawn. U-Haul International, Inc. is a guarantor of this loan.
 
The amortizing term portion of the Real Estate Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. The revolving credit portion of the Real Estate Loan requires monthly interest payments when drawn, with the unpaid loan balance and any accrued and unpaid interest due at maturity. The Real Estate Loan is secured by various properties owned by the borrowers.
 
The interest rate for the amortizing term portion, per the provisions of the amended loan agreement, is the applicable London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At September 30, 2012, the applicable LIBOR was 0.23% and the applicable margin was 1.50%, the sum of which was 1.73%. The rate on the term facility portion 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 for the revolving credit facility, per the provision of the amended loan agreement, is the applicable LIBOR plus the applicable margin. The margin ranges from 1.50% to 2.00%.
 
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 a subsidiary of U-Haul International, Inc. entered into a revolving credit construction loan effective June 29, 2006. This loan was modified and extended on June 27, 2011. This loan is now comprised of a term loan facility with an initial availability of $26.1 million and a final maturity of

 
10

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
June 2016. As of September 30, 2012, the outstanding balance was $25.1 million.
 
This Real Estate Loan requires monthly principal and interest payments, with the unpaid loan balance and any accrued and unpaid interest due at maturity. The interest rate, per the provision of this loan agreement, is the applicable LIBOR plus a margin of 1.90%. At September 30, 2012, the applicable LIBOR was 0.23% and the margin was 1.90%, the sum of which was 2.13%. U-Haul International, Inc. and AMERCO are 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.
 
On April 29, 2011, Amerco Real Estate Company and U-Haul Company of Florida entered into a revolving credit agreement for $100.0 million. This agreement was amended in March 2012 and the maturity extended to April 2013 with an option for a one year extension. As of September 30, 2012, we had the full $100.0 million available to be drawn. The interest rate is the applicable LIBOR plus a margin of 1.50%. The amended agreement decreased the margin to 1.25% for any subsequent borrowings on the revolving credit facility. AMERCO and U-Haul International, Inc. are guarantors of this facility. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants.
 
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 September 30, 2012 were in the aggregate amount of $489.7 million and mature between 2015 and 2022. The senior mortgages require average 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 interest rates, per the provisions of the senior mortgages, range between 4.90% and 5.75%. 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 September 30, 2012, we had the full $25.0 million 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 was amended in March 2012 and the maturity extended to November 2013 with an option for a one year extension. 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, per the provision of this loan agreement, is the applicable LIBOR plus a margin of 1.25%.
 
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 September 30, 2012 was $209.7 million with the final maturities between October 2012 and April 2019.
 
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 a margin between 0.90% and 2.63%. At September 30, 2012, the applicable LIBOR was between 0.22% and 0.23% and applicable margins were between 0.90% and 2.63%. The interest rates are hedged with interest rate swaps fixing the rates between 3.00% and 6.92% based on current margins. Additionally, $17.7 million of these loans are carried at a fixed rate of 3.94%.

 
11

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
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.
 
On December 31, 2009, a subsidiary of U-Haul International, Inc. entered into an $85.0 million term note that was used to fund cargo van and pickup acquisitions for the past two years. This term note was amended on August 26, 2011. The amount of the term note was increased to $95.0 million. On December 22, 2011, we entered into another term loan for $20.0 million. 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 September 30, 2012, the 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
 
U-Haul S Fleet and its subsidiaries (collectively, “USF”) issued a $217.0 million asset-backed note (“2007 Box Truck Note”) on June 1, 2007. 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 throughout fiscal 2008. U.S. Bank, NA acts as the trustee for this securitization.
 
The 2007 Box Truck Note has a fixed interest rate of 5.56% with an expected final maturity of February 2014. At September 30, 2012, the outstanding balance was $88.1 million. The note is secured by the box trucks that were purchased and the corresponding operating cash flows associated with their operation.
 
The 2007 Box Truck Note has the benefit of a financial guaranty insurance policy which guarantees the timely payment of interest on and the ultimate payment of the principal of this note.
 
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 September 30, 2012, the outstanding balance was $116.0 million. The note is secured by the box trucks being purchased and the corresponding operating cash flows associated with their operation.
 
 The 2007 Box Truck Note and 2010 Box Truck Note are subject to certain covenants with respect to liens, additional indebtedness of the special purpose entities, the disposition of assets and other customary covenants of bankruptcy-remote special purpose entities. The default provisions of these notes include non-payment of principal or interest and other standard reporting and change-in-control covenants.
 
Capital Leases
 
We entered into capital leases for new equipment between April 2008 and September 2012, with terms of the leases between 5 and 7 years. At September 30, 2012, the outstanding balance of these leases was $263.4 million.
 
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 (“U-Notes”) by us directly to investors over our proprietary website, uhaulinvestorsclub.com. 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.

 
12

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
At September 30, 2012 the aggregate outstanding principal balance of the U-Notes issued was $15.9 million of which $6.0 million is with our insurance subsidiaries with interest rates between 3.00% and 8.00% and maturity dates between 2013 and 2042.
 
Annual Maturities of Notes, Loans and Leases Payable
 
The annual maturities of long-term debt as of September 30, 2012 for the next five years and thereafter are as follows:
 
   
2013
   
2014
   
2015
   
2016
   
2017
   
Thereafter
 
   
(Unaudited)
 
   
(In thousands)
 
Notes, loans and leases payable, secured
  $ 141,211     $ 195,703     $ 505,066     $ 290,986     $ 124,953     $ 298,972  
 

 
Interest on Borrowings
 
Interest Expense
 
Components of interest expense include the following:
 
   
Quarter Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands)
 
Interest expense
  $ 16,529     $ 16,040  
Capitalized interest
    (94 )     (46 )
Amortization of transaction costs
    1,050       1,058  
Interest expense resulting from derivatives
    4,628       5,911  
Total interest expense
  $ 22,113     $ 22,963  
 

   
Six Months Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands)
 
Interest expense
  $ 32,175     $ 31,879  
Capitalized interest
    (171 )     (78 )
Amortization of transaction costs
    2,135       2,094  
Interest expense resulting from derivatives
    11,465       11,701  
Total interest expense
  $ 45,604     $ 45,596  
 
Interest paid in cash including payments related to derivative contracts, amounted to $21.3 million and $22.6 million for the second quarter of fiscal 2013 and 2012, respectively and $42.5 million and $44.3 million for the first six months of fiscal 2013 and 2012, respectively.

 
13

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
Interest Rates
 
Interest rates and Company borrowings were as follows:
 
   
Revolving Credit Activity
 
   
Quarter Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands, except interest rates)
 
Weighted average interest rate during the quarter
    1.69 %     1.65 %
Interest rate at the end of the quarter
    0.00 %     1.72 %
Maximum amount outstanding during the quarter
  $ 48,920     $ 38,599  
Average amount outstanding during the quarter
  $ 26,374     $ 21,717  
Facility fees
  $ 106     $ 100  
 

   
Revolving Credit Activity
 
   
Six Months Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands, except interest rates)
 
Weighted average interest rate during the first six months
    1.71 %     1.68 %
Interest rate at the end of the first six months
    0.00 %     1.72 %
Maximum amount outstanding during the first six months
  $ 48,920     $ 38,599  
Average amount outstanding during the first six months
  $ 25,154     $ 18,049  
Facility fees
  $ 284     $ 307  
 
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, 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.

 
14

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
Original variable rate debt amount
 
Agreement Date
 
Effective Date
 
Expiration Date
 
Designated cash flow hedge date
(Unaudited)
(In millions)
$ 50.0      
6/21/2006
 
7/10/2006
 
7/10/2013
 
6/9/2006
  144.9  
(a)
 
6/9/2006
 
10/10/2006
 
10/10/2012
 
6/9/2006
  300.0      
8/16/2006
 
8/18/2006
 
8/10/2018
 
8/4/2006
  30.0      
2/9/2007
 
2/12/2007
 
2/10/2014
 
2/9/2007
  20.0      
3/8/2007
 
3/12/2007
 
3/10/2014
 
3/8/2007
  20.0      
3/8/2007
 
3/12/2007
 
3/10/2014
 
3/8/2007
  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
 
7/1/2011
  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
                       
                       
(a) forward swap
(b) operating lease

 
As of September 30, 2012, the total notional amount of our variable interest rate swaps on debt and an operating lease was $442.0 million and $14.4 million, respectively.
 
The derivative fair values located in accounts payable and accrued expenses in the balance sheets were as follows:
 
   
Liability Derivatives Fair Value as of
 
   
September 30, 2012
   
March 31, 2012
 
   
(Unaudited)
       
   
(In thousands)
 
Interest rate contracts designated as hedging instruments
  $ 60,301     $ 59,313  
 

   
The Effect of Interest Rate Contracts on the Statements of Operations
 
   
September 30, 2012
   
September 30, 2011
 
   
(Unaudited)
 
   
(In thousands)
 
Loss recognized in income on interest rate contracts
  $ 11,465     $ 11,701  
(Gain) loss recognized in AOCI on interest rate contracts (effective portion)
  $ (253 )   $ 16,110  
Loss reclassified from AOCI into income (effective portion)
  $ 10,225     $ 12,048  
(Gain) loss recognized in income on interest rate contracts (ineffective portion and amount excluded from effectiveness testing)
  $ 1,240     $ (347 )
 


 
15

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
Gains or losses recognized in income on derivatives are recorded as interest expense in the statements of operations. At September 30, 2012, we expect to reclassify $17.4 million of net losses on interest rate contracts from accumulated other comprehensive income to earnings as interest expense over the next twelve months.
 
6. Stockholders’ Equity
 
On June 1, 2011, we redeemed all 6,100,000 shares of our issued and outstanding Series A Preferred at a redemption price of $25 per share plus accrued dividends through that date.  Pursuant to ASC 260 for earnings per share purposes, we recognized the deficit of the carrying amount of the Series A Preferred over the consideration paid to redeem the shares.
 
The Series A Preferred was recorded in our Additional Paid-In Capital account, net of original issue costs at $146.3 million prior to the redemption. We paid $152.5 million to redeem the shares on June 1, 2011 of which $7.7 million was paid to our insurance subsidiaries in exchange for their holdings. The difference between what was paid to redeem the shares less their carrying amount on our balance sheet, reduced by our insurance subsidiaries holdings was $5.9 million. This amount was recognized as a reduction to our earnings available to our common shareholders for the purposes of computing earnings per share for the first six months of fiscal 2012.
 
7. Comprehensive Income (Loss)
 
A summary of accumulated other comprehensive income (loss) components, net of tax, were as follows:
 
   
Foreign Currency Translation
   
Unrealized Net Gain on Investments
   
Fair Market Value of Cash Flow Hedges
   
Postretirement Benefit Obligation Gain
   
Accumulated Other Comprehensive Income (Loss)
 
   
(Unaudited)
 
   
(In thousands)
 
Balance at March 31, 2012
  $ (28,882 )   $ 20,866     $ (38,129 )   $ 709     $ (45,436 )
Foreign currency translation
    1,530       -       -       -       1,530  
Unrealized net gain on investments
    -       8,197       -       -       8,197  
Change in fair value of cash flow hedges
    -       -       157       -       157  
Balance at September 30, 2012
  $ (27,352 )   $ 29,063     $ (37,972 )   $ 709     $ (35,552 )
 
 
8. 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 September 30, 2012, AMERCO has guaranteed $124.3 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. AMERCO has been leasing equipment since 1987 and has experienced no material losses relating to these types of residual value guarantees.

 
16

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
Lease commitments for leases having terms of more than one year were as follows:
 
   
Property,
Plant and
Equipment
   
Rental
Equipment
   
Total
 
   
(Unaudited)
 
         
(In thousands)
       
Year-ended September 30:
                 
2013
  $ 13,967     $ 91,320     $ 105,287  
2014
    9,099       72,297       81,396  
2015
    916       49,027       49,943  
2016
    781       18,960       19,741  
2017
    671       12,218       12,889  
Thereafter
    5,335       15,899       21,234  
Total
  $ 30,769     $ 259,721     $ 290,490  
 
9. Contingencies
 
Shoen
 
In September 2002, Paul F. Shoen filed a shareholder derivative lawsuit in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Paul F. Shoen vs. SAC Holding Corporation et al., CV 02-05602, seeking damages and equitable relief on behalf of AMERCO from SAC Holdings and certain current and former members of the AMERCO Board of Directors, including Edward J. Shoen, Mark V. Shoen and James P. Shoen as Defendants. AMERCO is named as a nominal Defendant in the case. The complaint alleges breach of fiduciary duty, self-dealing, usurpation of corporate opportunities, wrongful interference with prospective economic advantage and unjust enrichment and seeks the unwinding of sales of self-storage properties by subsidiaries of AMERCO to SAC prior to the filing of the complaint. The complaint seeks a declaration that such transfers are void as well as unspecified damages. In October 2002, the Defendants filed motions to dismiss the complaint. Also in October 2002, Ron Belec filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al., CV 02-06331 and in January 2003, M.S. Management Company, Inc. filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned M.S. Management Company, Inc. vs. William E. Carty, et al., CV 03-00386. Two additional derivative suits were also filed against these parties. Each of these suits is substantially similar to the Paul F. Shoen case. The Court consolidated the five cases and thereafter dismissed these actions in May 2003, concluding that the AMERCO Board of Directors had the requisite level of independence required in order to have these claims resolved by the Board. Plaintiffs appealed this decision and, in July 2006, the Nevada Supreme Court reversed the ruling of the trial court and remanded the case to the trial court for proceedings consistent with its ruling, allowing the Plaintiffs to file an amended complaint and plead in addition to substantive claims, demand futility.
 
In November 2006, the Plaintiffs filed an amended complaint. In December 2006, the Defendants filed motions to dismiss, based on various legal theories. In March 2007, the Court denied AMERCO’s motion to dismiss regarding the issue of demand futility, stating that “Plaintiffs have satisfied the heightened pleading requirements of demand futility by showing a majority of the members of the AMERCO Board of Directors were interested parties in the SAC transactions.” The Court heard oral argument on the remainder of the Defendants’ motions to dismiss, including the motion (“Goldwasser Motion”) based on the fact that the subject matter of the lawsuit had been settled and dismissed in earlier litigation known as Goldwasser v. Shoen, C.V.N.-94-00810-ECR (D.Nev), Washoe County, Nevada. In addition, in September and October 2007, the Defendants filed Motions for Judgment on the Pleadings or in the Alternative Summary Judgment, based on the fact that the stockholders of the Company had ratified the underlying transactions at the 2007 annual meeting of stockholders of AMERCO. In December 2007, the Court denied this motion. This ruling does not preclude a renewed motion for summary judgment after discovery and further proceedings on these issues. On April 7, 2008, the litigation was dismissed, on the basis of the Goldwasser Motion. On May 8, 2008, the

 
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AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
Plaintiffs filed a notice of appeal of such dismissal to the Nevada Supreme Court (the “Court”). On May 20, 2008, AMERCO filed a cross appeal relating to the denial of its Motion to Dismiss in regard to demand futility.
 
On May 12, 2011, the Nevada Supreme Court affirmed in part, reversed in part, and remanded the case for further proceedings.  First, the Court ruled that the Goldwasser settlement did not release claims that arose after the agreement and, therefore, reversed the trial court’s dismissal of the Complaint on that ground. Second, the Court affirmed the district court’s determination that the in pari delicto defense is available in a derivative suit and reversed and remanded to the district court to determine if the defense applies to this matter.  Third, the Court remanded to the district court to conduct an evidentiary hearing to determine whether demand upon the AMERCO Board was, in fact, futile.  Fourth, the Court invited AMERCO to seek a ruling from the district court as to the legal effect of the AMERCO Shareholders’ 2008 ratification of the underlying AMERCO/SAC transactions.
 
Last, as to individual claims for relief, the Court affirmed the district court’s dismissal of the breach of fiduciary duty of loyalty claims as to all defendants except Mark Shoen.  The Court affirmed the district court’s dismissal of the breach of fiduciary duty: ultra vires Acts claim as to all defendants. The Court reversed the district court’s dismissal of aiding and abetting a breach of fiduciary duty and unjust enrichment claims against the SAC entities.  The Court reversed the trial court’s dismissal of the claim for wrongful interference with prospective economic advantage as to all defendants.
 
On remand, on July 22, 2011, AMERCO filed a Motion for Summary Judgment based upon the Shareholder’s Ratification of the SAC transactions. In addition, on August 29, 2011, certain defendants filed a Motion to Dismiss Plaintiffs’ Claim for Wrongful Interference with Prospective Economic Advantage. On August 31, 2011, the trial court held a status conference and entered an order setting forth the briefing schedule for the two motions. On December 23, 2011, the trial court denied AMERCO’s motion for summary judgment and certain defendants’ motion to dismiss. The court set a discovery schedule on the limited issue of demand futility.  A four day evidentiary hearing on demand futility was scheduled to begin on August 20, 2012.
 
On August 6, 2012, Max Belec and Glenbrook Capital Limited Partnership, voluntarily dismissed their complaint with prejudice. On August 20, 2012, the remaining plaintiffs, Paul Shoen and Alan Kahn, dismissed their complaint with prejudice. AMERCO paid none of plaintiffs’ attorneys’ fees or costs. In return, AMERCO released plaintiffs from further related litigation based on plaintiffs’ conduct in this litigation. Moreover, Paul Shoen, Alan Kahn, Grover Wickersham and numerous individuals and entities related to Paul Shoen and Grover Wickersham agreed to sell all of their AMERCO securities in the open market and not sue AMERCO or any of the other defendants for 20 years. If the plaintiffs or the related parties breach this agreement, Paul Shoen will be responsible for $5,000,000 in liquidated damages. The parties filed a final Mutual Release Agreement with the Court on October 16, 2012, thereby terminating the case in its entirety, with prejudice.
 
Environmental
 
Compliance with environmental requirements of federal, state and local governments has the potential to 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
 
The Company is 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 have a material effect on the Company’s financial position and results of operations.

 
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AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
10. 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. Accordingly, all such related party transactions are submitted to the Audit Committee for ongoing review and oversight. We believe that our internal processes ensure that our legal and finance departments identify and monitor potential related party transactions which 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 arm’s-length transactions.
 
SAC Holding Corporation and SAC Holding II Corporation, (collectively “SAC Holdings”) were established in order to acquire self-storage properties. These properties are being managed by us pursuant to management agreements. In the past, we have sold various self-storage properties to SAC Holdings, and such sales provided significant cash flows to us.
 
Management believes that the sales of self-storage properties to SAC Holdings has provided a unique structure for the Company to earn moving equipment rental revenues and property management fee revenues from the SAC Holdings self-storage properties that the Company manages.
 
Related Party Revenue
   
Quarter Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands)
 
U-Haul interest income revenue from SAC Holdings
  $ 1,981     $ 4,858  
U-Haul interest income revenue from Private Mini
    1,358       1,366  
U-Haul management fee revenue from SAC Holdings
    3,857       3,821  
U-Haul management fee revenue from Private Mini
    573       554  
U-Haul management fee revenue from Mercury
    472       451  
    $ 8,241     $ 11,050  
 

   
Six Months Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands)
 
U-Haul interest income revenue from SAC Holdings
  $ 4,457     $ 9,674  
U-Haul interest income revenue from Private Mini
    2,703       2,719  
U-Haul management fee revenue from SAC Holdings
    7,686       7,550  
U-Haul management fee revenue from Private Mini
    1,140       1,106  
U-Haul management fee revenue from Mercury
    936       905  
    $ 16,922     $ 21,954  
 
During the first six months of fiscal 2013, subsidiaries of the Company 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 $8.9 million and $10.0 million, from SAC Holdings during the first six months of fiscal 2013 and 2012, respectively. The largest aggregate amount of notes receivable outstanding during the first six months of fiscal 2013 was $195.4 million and the aggregate notes receivable balance at September 30, 2012 was $72.9 million. In accordance with the terms of these notes, SAC Holdings may prepay the notes without

 
19

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
penalty or premium at any time. The scheduled maturities of these notes are between 2019 and 2024. We received repayments of $127.3 million during the first quarter of fiscal 2013 on these notes and interest receivables.
 
During the first six months of fiscal 2013, 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 $2.7 million from Private Mini during the first six months of fiscal 2013 and 2012, respectively. The largest aggregate amount outstanding during the first six months of fiscal 2013 was $66.3 million and the aggregate notes receivable balance at September 30, 2012 was $66.1 million.
 
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 $14.4 million and $13.5 million from the above mentioned entities during the first six months of fiscal 2013 and 2012. 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 and director of AMERCO, has an interest in Mercury.
 
Related Party Costs and Expenses
   
Quarter Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands)
 
U-Haul lease expenses to SAC Holdings
  $ 655     $ 503  
U-Haul commission expenses to SAC Holdings
    12,455       11,379  
U-Haul commission expenses to Private Mini
    812       763  
    $ 13,922     $ 12,645  
 

   
Six Months Ended September 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
   
(In thousands)
 
U-Haul lease expenses to SAC Holdings
  $ 1,316     $ 1,126  
U-Haul commission expenses to SAC Holdings
    23,389       21,382  
U-Haul commission expenses to Private Mini
    1,507       1,406  
    $ 26,212     $ 23,914  
 
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 September 30, 2012, 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 $16.0 million, expenses of $1.3 million and cash flows of $145.7 million during the first six months of fiscal 2013. Revenues and commission expenses related to the Dealer Agreements were $113.8 million and $24.9 million, respectively during the first six months of fiscal 2013.

 
20

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
We adopted Accounting Standards Update 2009-17 (“ASU 2009-17”), which amends the FASB ASC for the issuance of FASB Statement 167, Amendments to FASB Interpretation 46(R), as of April 1, 2010.  Management determined that the junior notes of SAC Holdings and Private Mini and 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 variable interest entity’s (“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.
 
Upon adoption Management determined that they do not have a variable interest in the holding entities Mercury, 4 SAC, 5 SAC, or Galaxy through management agreements which are with the individual operating entities or through the issuance of junior debt; therefore, we are precluded from consolidating these entities, which is consistent with the accounting treatment immediately prior to adopting ASU 2009-17. Additionally, after a redetermination caused by the SAC Holding II repayment of the outstanding principal on its junior notes with AMERCO during the first quarter of fiscal 2013, Management has determined that the Company does not have a variable interest in the SAC Holding II holding entity.
 
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 - Consolidation (“ASC 810”) to consolidate these entities, which is consistent with the accounting treatment immediately prior to adopting ASU 2009-17.
 
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.  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, which is consistent with the accounting treatment immediately prior to adopting ASU 2009-17.
 
We have not provided financial or other support explicitly or implicitly during the first six months ended September 30, 2012 to any of these entities that it was not previously contractually required to provide. The carrying amount and classification of the assets and liabilities in our balance sheets that relates 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 related party entities:
 
Related Party Assets
   
September 30,
   
March 31,
 
   
2012
   
2012
 
   
(Unaudited)
       
   
(In thousands)
 
U-Haul notes, receivables and interest from Private Mini
  $ 68,588     $ 68,798  
U-Haul notes receivable from SAC Holdings
    72,852       195,426  
U-Haul interest receivable from SAC Holdings
    14,233       18,667  
U-Haul receivable from SAC Holdings
    14,096       30,297  
U-Haul receivable from Mercury
    2,437       3,195  
Other (a)
    1,299       (226 )
    $ 173,505     $ 316,157  
 
 (a) Timing differences for intercompany balances with insurance subsidiaries.

 
21

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
11. Consolidating Financial Information by Industry Segment
 
AMERCO’s three reportable segments are:
 
·  
Moving and Storage, comprised of AMERCO, U-Haul, and Real Estate and the subsidiaries of U-Haul and Real Estate,
 
·  
Property and Casualty Insurance, comprised of Repwest and its subsidiaries and ARCOA, and
 
·  
Life Insurance, comprised of Oxford and its subsidiaries.
 
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 condensed 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.
 


 
22

 

AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
 
 
11. Financial Information by Consolidating Industry Segment:
 
Consolidating balance sheets by industry segment as of September 30, 2012 are as follows:
 
   
Moving & Storage
    AMERCO Legal Group  
   
AMERCO
   
U-Haul
   
Real Estate
   
Eliminations
     
Moving & Storage
Consolidated
   
Property & Casualty Insurance (a)
   
Life
Insurance (a)
   
Eliminations
     
AMERCO
Consolidated
 
   
(Unaudited)
 
   
(In thousands)
 
Assets:
     
Cash and cash equivalents
  $ 426,748     $ 132,867     $ 1,498     $ -       $ 561,113     $ 21,091     $ 63,617     $ -       $ 645,821  
Reinsurance recoverables and trade receivables, net
    -       48,386       -       -         48,386       186,512       29,665       -         264,563  
Inventories, net
    -       58,659       -       -         58,659       -       -       -         58,659  
Prepaid expenses
    1,938       38,969       537       -         41,444       -       -       -         41,444  
Investments, fixed maturities and marketable equities
    15,644       -       -       -         15,644       121,696       767,106       -         904,446  
Investments, other
    -       6,867       71,581       -         78,448       91,017       124,120       -         293,585  
Deferred policy acquisition costs, net
    -       -       -       -         -       -       79,868       -         79,868  
Other assets
    480       73,348       28,845       -         102,673       598       227       -         103,498  
Related party assets
    1,038,106       118,181       9       (981,278 )
(c)
    175,018       9,210       510       (11,233 )
(c)
    173,505  
      1,482,916       477,277       102,470       (981,278 )       1,081,385       430,124       1,065,113       (11,233 )       2,565,389  
                                                                             
Investment in subsidiaries
    182,814       -       -       172,917  
(b)
    355,731       -       -       (355,731 )
(b)
    -  
                                                                             
Property, plant and equipment, at cost:
                                                                           
Land
    -       82,821       226,833       -         309,654       -       -       -         309,654  
Buildings and improvements
    -       178,646       952,206       -         1,130,852       -       -       -         1,130,852  
Furniture and equipment
    140       291,992       18,384       -         310,516       -       -       -         310,516  
Rental trailers and other rental equipment
    -       293,735       -       -         293,735       -       -       -         293,735  
Rental trucks
    -       2,008,602       -       -         2,008,602       -       -       -         2,008,602  
      140       2,855,796       1,197,423       -         4,053,359       -       -       -         4,053,359  
Less:  Accumulated depreciation
    (117 )     (1,115,835 )     (365,832 )     -         (1,481,784 )     -       -       -         (1,481,784 )
Total property, plant and equipment
    23       1,739,961       831,591       -         2,571,575       -       -       -         2,571,575  
Total assets
  $ 1,665,753     $ 2,217,238     $ 934,061     $ (808,361 )     $ 4,008,691     $ 430,124     $ 1,065,113     $ (366,964 )     $ 5,136,964  
                                                                             
(a) Balances as of June 30, 2012
                                                                           
(b) Eliminate investment in subsidiaries
                                                                           
(c) Eliminate intercompany receivables and payables