UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
[x]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended
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. |
|
|
|
|
| |
|
|
|
| (A Nevada Corporation) |
|
|
| |
|
| |
| Telephone |
|
|
|
|
| N/A |
|
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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]
TABLE OF CONTENTS
|
| Page |
| PART I FINANCIAL INFORMATION |
|
Item 1. | Financial Statements |
|
| a) Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and March 31, 2019
| 1
|
| b) Condensed Consolidated Statements of Operations for the Quarters Ended September 30, 2019 and 2018 (unaudited)
| 2
|
| c) Condensed Consolidated Statements of Operations for the Six Months Ended September 30, 2019 and 2018 (unaudited)
| 3
|
| d) Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarters and Six Months Ended September 30, 2019 and 2018 (unaudited)
| 4
|
| e) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Quarter Ended September 30, 2019 and 2018 (unaudited)
| 5
|
| f) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended September 30, 2019 and 2018 (unaudited)
| 6
|
| g) Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2019 and 2018 (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
| 44
|
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 61 |
Item 4. | Controls and Procedures | 63 |
|
|
|
| PART II OTHER INFORMATION |
|
Item 1. | Legal Proceedings | 64 |
Item 1A. | Risk Factors | 64 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 64 |
Item 3. | Defaults Upon Senior Securities | 64 |
Item 4. | Mine Safety Disclosures | 64 |
Item 5. | Other Information | 64 |
Item 6. | Exhibits | 64 |
Part i Financial information
Item 1. Financial Statements
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED balance sheets
|
| September 30, |
| March 31, |
|
| 2019 |
| 2019 |
|
| (Unaudited) |
|
|
|
| (In thousands, except share data) | ||
ASSETS |
|
|
|
|
Cash and cash equivalents | $ | $ | ||
Reinsurance recoverables and trade receivables, net |
|
| ||
Inventories and parts, net |
|
| ||
Prepaid expenses |
|
| ||
Investments, fixed maturities and marketable equities |
|
| ||
Investments, other |
|
| ||
Deferred policy acquisition costs, net |
|
| ||
Other assets |
|
| ||
Right of use assets - financing, net |
|
| ||
Right of use assets - operating |
|
| – | |
Related party assets |
|
| ||
|
|
| ||
Property, plant and equipment, at cost: |
|
|
|
|
Land |
|
| ||
Buildings and improvements |
|
| ||
Furniture and equipment |
|
| ||
Rental trailers and other rental equipment |
|
| ||
Rental trucks |
|
| ||
|
|
| ||
Less: Accumulated depreciation |
| ( |
| ( |
Total property, plant and equipment, net |
|
| ||
Total assets | $ | $ | ||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
Liabilities: |
|
|
|
|
Accounts payable and accrued expenses | $ | $ | ||
Notes, loans and finance/capital leases payable, net |
|
| ||
Operating lease liability |
|
| ||
Policy benefits and losses, claims and loss expenses payable |
|
| ||
Liabilities from investment contracts |
|
| ||
Other policyholders' funds and liabilities |
|
| ||
Deferred income |
|
| ||
Deferred income taxes, net |
|
| ||
Total liabilities |
|
| ||
|
|
|
|
|
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, 2019 |
|
|
|
|
Series B preferred stock, with no par value, 100,000 shares authorized; none |
|
|
|
|
issued and outstanding as of September 30 and March 31, 2019 |
|
|
|
|
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 September 30 and March 31, 2019 |
|
|
|
|
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 September 30 and March 31, 2019 |
|
| ||
Additional paid-in capital |
|
| ||
Accumulated other comprehensive income (loss) |
|
| ( | |
Retained earnings |
|
| ||
Cost of common stock in treasury, net (22,377,912 shares as of September 30 and March 31, 2019) |
| (525,653) |
| ( |
Cost of preferred stock in treasury, net (6,100,000 shares as of September 30 and March 31, 2019) |
| (151,997) |
| ( |
Unearned employee stock ownership plan shares |
| (1,597) |
| ( |
Total stockholders' equity |
|
| ||
Total liabilities and stockholders' equity | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED Statements of operations
|
| Quarter Ended September 30, | ||
|
| 2019 |
| 2018 |
|
| (Unaudited) | ||
|
| (In thousands, except share and per share amounts) | ||
Revenues: |
|
|
|
|
Self-moving equipment rentals | $ | $ | ||
Self-storage revenues |
|
| ||
Self-moving and self-storage products and service sales |
|
| ||
Property management fees |
|
| ||
Life insurance premiums |
|
| ||
Property and casualty insurance premiums |
|
| ||
Net investment and interest income |
|
| ||
Other revenue |
|
| ||
Total revenues |
|
| ||
|
|
|
|
|
Costs and expenses: |
|
|
|
|
Operating expenses |
|
| ||
Commission expenses |
|
| ||
Cost of sales |
|
| ||
Benefits and losses |
|
| ||
Amortization of deferred policy acquisition costs |
|
| ||
Lease expense |
|
| ||
Depreciation, net of gains on disposal of ($17,999 and $12,036, respectively) |
|
| ||
Net (gains) losses on disposal of real estate |
| ( |
| |
Total costs and expenses |
|
| ||
|
|
|
|
|
Earnings from operations |
|
| ||
Other components of net periodic benefit costs |
| (264) |
| (254) |
Interest expense |
| (39,122) |
| (35,030) |
Pretax earnings |
|
| ||
Income tax expense |
| (49,028) |
| (52,118) |
Earnings available to common stockholders | $ | $ | ||
Basic and diluted earnings per common stock | $ | $ | ||
Weighted average common stock outstanding: Basic and diluted |
|
|
Related party revenues for the second quarter of fiscal 2020 and 2019, net of eliminations, were $7.2 million.
Related party costs and expenses for the second quarter of fiscal 2020 and 2019, net of eliminations, were $19.3 million and $19.0 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.
2
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED Statements of operations
|
| Six Months Ended September 30, | ||
|
| 2019 |
| 2018 |
|
| (Unaudited) | ||
|
| (In thousands, except share and per share amounts) | ||
Revenues: |
|
|
|
|
Self-moving equipment rentals | $ | $ | ||
Self-storage revenues |
|
| ||
Self-moving and self-storage products and service sales |
|
| ||
Property management fees |
|
| ||
Life insurance premiums |
|
| ||
Property and casualty insurance premiums |
|
| ||
Net investment and interest income |
|
| ||
Other revenue |
|
| ||
Total revenues |
|
| ||
|
|
|
|
|
Costs and expenses: |
|
|
|
|
Operating expenses |
|
| ||
Commission expenses |
|
| ||
Cost of sales |
|
| ||
Benefits and losses |
|
| ||
Amortization of deferred policy acquisition costs |
|
| ||
Lease expense |
|
| ||
Depreciation, net of gains on disposal of ($34,677 and $28,331 respectively) |
|
| ||
Net (gains) losses on disposal of real estate |
| ( |
| |
Total costs and expenses |
|
| ||
|
|
|
|
|
Earnings from operations |
|
| ||
Other components of net periodic benefit costs |
| (527) |
| (507) |
Interest expense |
| (78,010) |
| (70,284) |
Pretax earnings |
|
| ||
Income tax expense |
| (91,320) |
| (93,466) |
Earnings available to common stockholders | $ | $ | ||
Basic and diluted earnings per common stock | $ | $ | ||
Weighted average common stock outstanding: Basic and diluted |
|
|
Related party revenues for the first six months of fiscal 2020 and 2019, net of eliminations, were $14.4 million and $14.6 million, respectively.
Related party costs and expenses for the first six months of fiscal 2020 and 2019, net of eliminations, were $37.1 million and $36.2 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.
3
AMERCO AND CONSOLIDATED SUBSIDIARIES
Condensed consolidatED statements of COMPREHENSIVE INCOME (loss)
Quarter Ended September 30, 2019 |
| Pre-tax |
| Tax |
| Net |
|
| (Unaudited) | ||||
|
| (In thousands) | ||||
Comprehensive income: |
|
|
|
|
|
|
Net earnings | $ | $ | (49,028) | $ | ||
Other comprehensive income (loss): |
|
|
|
|
|
|
Foreign currency translation |
|
|
| |||
Unrealized net gain on investments |
|
| ( |
| ||
Change in fair value of cash flow hedges |
| ( |
|
| ( | |
Amounts reclassified into earnings on hedging activities |
| ( |
|
| (277) | |
Total comprehensive income | $ | $ | ( | $ | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended September 30, 2018 |
| Pre-tax |
| Tax |
| Net |
|
| (Unaudited) | ||||
|
| (In thousands) | ||||
Comprehensive income: |
|
|
|
|
|
|
Net earnings | $ | $ | (52,118) | $ | ||
Other comprehensive income (loss): |
|
|
|
|
|
|
Foreign currency translation |
|
|
| |||
Unrealized net loss on investments |
| ( |
|
| ( | |
Change in fair value of cash flow hedges |
|
| ( |
| ||
Amounts reclassified into earnings on hedging activities |
| ( |
|
| (144) | |
Total comprehensive income | $ | $ | ( | $ |
Six Months Ended September 30, 2019 |
| Pre-tax |
| Tax |
| Net |
|
| (Unaudited) | ||||
|
| (In thousands) | ||||
Comprehensive income: |
|
|
|
|
|
|
Net earnings | $ | $ | (91,320) | $ | ||
Other comprehensive income (loss): |
|
|
|
|
|
|
Foreign currency translation |
|
|
| |||
Unrealized net gain on investments |
|
| ( |
| ||
Change in fair value of cash flow hedges |
| ( |
|
| (1,534) | |
Amounts reclassified into earnings on hedging activities |
| ( |
|
| ( | |
Total comprehensive income | $ | $ | ( | $ | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 30, 2018 |
| Pre-tax |
| Tax |
| Net |
|
| (Unaudited) | ||||
|
| (In thousands) | ||||
Comprehensive income: |
|
|
|
|
|
|
Net earnings | $ | $ | (93,466) | $ | ||
Other comprehensive income (loss): |
|
|
|
|
|
|
Foreign currency translation |
| ( |
|
| (980) | |
Unrealized net loss on investments |
| ( |
|
| (57,273) | |
Change in fair value of cash flow hedges |
| 1,701 |
| ( |
| |
Amounts reclassified into earnings on hedging activities |
| ( |
|
| ( | |
Total comprehensive income | $ | $ | ( | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Amerco and consolidated subsidiaries
condensed consolidated statements of changes in stockholders’ equity
Description |
| Common Stock |
| Additional Paid-In Capital |
| Accumulated Other Comprehensive Income (Loss) |
| Retained Earnings |
| Less: Treasury Common Stock |
| Less: Treasury Preferred Stock |
| Less: Unearned Employee Stock Ownership Plan Shares |
| Total Stockholders' Equity |
| (In thousands) | |||||||||||||||
Balance as of June 30, 2019 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ||||
Increase in market value of released ESOP shares |
|
|
|
|
|
|
|
| ||||||||
Release of unearned ESOP shares |
|
|
|
|
|
|
|
| ||||||||
Purchase of ESOP shares |
|
|
|
|
|
|
| ( |
| ( | ||||||
Foreign currency translation |
|
|
|
|
|
|
|
| ||||||||
Unrealized net gain on investments, net of tax |
|
|
|
|
|
|
|
| ||||||||
Change in fair value of cash flow hedges, net of tax |
|
|
| ( |
|
|
|
|
| ( | ||||||
Amounts reclassified into earnings on hedging activities |
|
|
| ( |
|
|
|
|
| (277) | ||||||
Net earnings |
|
|
|
|
|
|
|
| ||||||||
Common stock dividends: ($0.50 per share for fiscal 2020) |
|
|
|
| ( |
|
|
|
| ( | ||||||
Net activity |
|
|
|
|
|
|
|
| ||||||||
Balance as of September 30, 2019 | $ | $ | $ | $ | $ | ( |
| ( | $ | ( | $ | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2018 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ||||
Increase in market value of released ESOP shares |
|
|
|
|
|
|
|
| ||||||||
Release of unearned ESOP shares |
|
|
|
|
|
|
|
| ||||||||
Purchase of ESOP shares |
|
|
|
|
|
|
| ( |
| ( | ||||||
Foreign currency translation |
|
|
|
|
|
|
|
| ||||||||
Unrealized net loss on investments, net of tax |
|
|
| ( |
|
|
|
|
| ( | ||||||
Change in fair value of cash flow hedges, net of tax |
|
|
|
|
|
|
|
| ||||||||
Amounts reclassified into earnings on hedging activities |
|
|
| ( |
|
|
|
|
| (144) | ||||||
Net earnings |
|
|
|
|
|
|
|
| ||||||||
Common stock dividends: ($0.50 per share for fiscal 2019) |
|
|
|
| ( |
|
|
|
| ( | ||||||
Net activity |
|
|
| ( |
|
|
|
| ( |
| ||||||
Balance as of September 30, 2018 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ |
The accompanying notes are an integral part of these consolidated financial statements.
5
Amerco and consolidated subsidiaries
condensed consolidated statements of changes in stockholders’ equity
Description |
| Common Stock |
| Additional Paid-In Capital |
| Accumulated Other Comprehensive Income (Loss) |
| Retained Earnings |
| Less: Treasury Common Stock |
| Less: Treasury Preferred Stock |
| Less: Unearned Employee Stock Ownership Plan Shares |
| Total Stockholders' Equity |
| (In thousands) | |||||||||||||||
Balance as of March 31, 2019 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ||||
Increase in market value of released ESOP shares |
|
|
|
|
|
|
|
| ||||||||
Release of unearned ESOP shares |
|
|
|
|
|
|
|
| ||||||||
Purchase of ESOP shares |
|
|
|
|
|
|
| ( |
| ( | ||||||
Foreign currency translation |
|
|
|
|
|
|
|
| ||||||||
Unrealized net gain on investments, net of tax |
|
|
|
|
|
|
|
| ||||||||
Change in fair value of cash flow hedges, net of tax |
|
|
| ( |
|
|
|
|
| (1,534) | ||||||
Amounts reclassified into earnings on hedging activities |
|
|
| ( |
|
|
|
|
| ( | ||||||
Net earnings |
|
|
|
|
|
|
|
| ||||||||
Common stock dividends: ($0.50 per share for fiscal 2020) |
|
|
|
| ( |
|
|
|
| ( | ||||||
Net activity |
|
|
|
|
|
|
|
| ||||||||
Balance as of September 30, 2019 | $ | $ | $ | $ | $ | ( |
| ( | $ | ( | $ | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2018 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ||||
Increase in market value of released ESOP shares |
|
|
|
|
|
|
|
| ||||||||
Release of unearned ESOP shares |
|
|
|
|
|
|
|
| ||||||||
Purchase of ESOP shares |
|
|
|
|
|
|
| ( |
| ( | ||||||
Foreign currency translation |
|
|
| ( |
|
|
|
|
| ( | ||||||
Unrealized net loss on investments, net of tax |
|
|
| ( |
|
|
|
|
| (57,273) | ||||||
Change in fair value of cash flow hedges, net of tax |
|
|
|
|
|
|
|
| ||||||||
Amounts reclassified into earnings on hedging activities |
|
|
| ( |
|
|
|
|
| ( | ||||||
Adjustment for adoption of ASU 2016 - 01 |
|
|
|
|
|
|
|
| ||||||||
Net earnings |
|
|
|
|
|
|
|
| ||||||||
Common stock dividends: ($1.00 per share for fiscal 2019) |
|
|
|
| ( |
|
|
|
| ( | ||||||
Net activity |
|
|
| ( |
|
|
|
|
| |||||||
Balance as of September 30, 2018 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ |
The accompanying notes are an integral part of these consolidated financial statements.
6
AMERCO AND CONSOLIDATED subsidiaries
Condensed consolidatED statements of cash flows
|
| Six Months Ended September 30, | ||
|
| 2019 |
| 2018 |
|
| (Unaudited) | ||
|
| (In thousands) | ||
Cash flows from operating activities: |
|
|
|
|
Net earnings | $ | $ | ||
Adjustments to reconcile net earnings to cash provided by operations: |
|
|
|
|
Depreciation |
|
| ||
Amortization of deferred policy acquisition costs |
|
| ||
Amortization of premiums and accretion of discounts related to investments, net |
|
| ||
Amortization of debt issuance costs |
|
| ||
Interest credited to policyholders |
|
| ||
Change in allowance for losses on trade receivables |
| ( |
| |
Change in allowance for inventories and parts reserves |
|
| ||
Net gains on disposal of personal property |
| ( |
| ( |
Net (gains) losses on disposal of real estate |
| ( |
| |
Net (gains) losses on sales of investments |
| ( |
| |
Net (gains) losses on equity investments |
| ( |
| |
Deferred income taxes |
|
| ||
Net change in other operating assets and liabilities: |
|
|
|
|
Reinsurance recoverables and trade receivables |
|
| ( | |
Inventories and parts |
|
| ( | |
Prepaid expenses |
| ( |
| ( |
Capitalization of deferred policy acquisition costs |
| ( |
| ( |
Other assets |
|
| ||
Related party assets |
| ( |
| |
Accounts payable and accrued expenses |
|
| ||
Policy benefits and losses, claims and loss expenses payable |
|
| ( | |
Other policyholders' funds and liabilities |
| ( |
| |
Deferred income |
|
| ( | |
Related party liabilities |
|
| ( | |
Net cash provided by operating activities |
|
| ||
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
Escrow deposits |
|
| ||
Purchases of: |
|
|
|
|
Property, plant and equipment |
| ( |
| ( |
Short term investments |
| ( |
| ( |
Fixed maturities investments |
| ( |
| ( |
Equity securities |
| ( |
| ( |
Preferred stock |
|
| ( | |
Real estate |
| ( |
| ( |
Mortgage loans |
| ( |
| ( |
Proceeds from sales and paydowns of: |
|
|
|
|
Property, plant and equipment |
|
| ||
Short term investments |
|
| ||
Fixed maturities investments |
|
| ||
Preferred stock |
|
| ||
Real estate |
|
| – | |
Mortgage loans |
|
| ||
Net cash used by investing activities |
| ( |
| ( |
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
Borrowings from credit facilities |
|
| ||
Principal repayments on credit facilities |
| ( |
| ( |
Payment of debt issuance costs |
| ( |
| ( |
Finance/capital lease payments |
| ( |
| ( |
Employee stock ownership plan stock |
| ( |
| ( |
Common stock dividends paid |
| ( |
| ( |
Net contribution from (to) related party |
|
| ||
Investment contract deposits |
|
| ||
Investment contract withdrawals |
| ( |
| ( |
Net cash provided (used) by financing activities |
|
| ||
|
|
|
|
|
Effects of exchange rate on cash |
|
| ( | |
|
|
|
|
|
Decrease in cash and cash equivalents |
| ( |
| ( |
Cash and cash equivalents at the beginning of period |
|
| ||
Cash and cash equivalents at the end of period | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements
7
amerco and consolidated subsidiaries
notes to condensed consolidated financial statements – (continued)
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 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 2019 and 2018 correspond to fiscal 2020 and 2019 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, 2019 and the related condensed consolidated statements of operations, comprehensive income (loss), stockholders’ equity for the second quarter and first six months of fiscal 2020 and 2019 and cash flows for the six months of fiscal 2020 and 2019 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, 2019.
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 (
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.
8
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
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 $
Available-for-Sale Investments
Available-for-sale investments as of September 30, 2019 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 | $ | $ | $ | ( | $ | $ | ||||
U.S. government agency mortgage-backed securities |
|
|
| ( |
|
| ||||
Obligations of states and political subdivisions |
|
|
| ( |
|
| ||||
Corporate securities |
|
|
| ( |
| ( |
| |||
Mortgage-backed securities |
|
|
| ( |
| ( |
| |||
Redeemable preferred stocks |
|
|
|
|
| |||||
| $ | $ | $ | ( | $ | ( | $ |
9
Available-for-sale investments at March 31, 2019 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 | $ | $ | $ | ( | $ | ( | $ | |||
U.S. government agency mortgage-backed securities |
|
|
| ( |
| ( |
| |||
Obligations of states and political subdivisions |
|
|
| ( |
| ( |
| |||
Corporate securities |
|
|
| ( |
| ( |
| |||
Mortgage-backed securities |
|
|
| ( |
| ( |
| |||
Redeemable preferred stocks |
|
|
|
| ( |
| ||||
| $ | $ | $ | ( | $ | ( | $ |
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 $
The unrealized losses of more than twelve months in the available-for-sale tables are considered temporary declines. We track each investment with an unrealized loss and evaluate them on an individual basis for other-than-temporary impairments, including obtaining corroborating opinions from third party sources, performing trend analysis and reviewing management’s future plans. Certain of these investments may have declines determined by management to be other-than-temporary and we recognize these write-downs, if any, through earnings. There were no write-downs in the second quarter or first six months of fiscal 2020 or 2019.
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 the first six months of fiscal 2020 and fiscal 2019, respectively.
10
The adjusted cost and estimated market value of available-for-sale investments by contractual maturity were as follows:
|
| September 30, 2019 |
| March 31, 2019 | ||||
|
| Amortized Cost |
| Estimated Market Value |
| Amortized Cost |
| Estimated Market Value |
|
| (Unaudited) |
|
| ||||
|
| (In thousands) | ||||||
Due in one year or less | $ | $ | $ | $ | ||||
Due after one year through five years |
|
|
|
| ||||
Due after five years through ten years |
|
|
|