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Related Party Transactions

6 Months Ended

Sep. 30, 2019

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

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

SAC Holding Corporation and SAC Holding II Corporation (collectively “SAC Holdings”) were established in order to acquire and develop self-storage properties. These properties are being managed by us pursuant to management agreements. In the past, we sold real estate and various self-storage properties to SAC Holdings, and such sales provided significant cash flows to us. SAC Holdings, Four SAC Self-Storage Corporation (“4 SAC”), Five SAC Self-Storage Corporation, Galaxy Investments, L.P. and 2015 SAC self-storage are substantially controlled by Blackwater Investments, Inc. (“Blackwater”). Blackwater is wholly owned by Willow Grove Holdings LP (“WGHLP”), which is owned by Mark V. Shoen (a significant stockholder), and various trusts associated with Edward J. Shoen (our Chairman of the Board, President and a significant stockholder) and Mark V. Shoen.

Related Party Revenue

		Quarter Ended September 30,
		2019		2018
		(Unaudited)
		(In thousands)
U-Haul management fee revenue from Blackwater	$	6,318	$	6,278
U-Haul management fee revenue from Mercury		915		914
	$	7,233	$	7,192

		Six Months Ended September 30,
		2019		2018
		(Unaudited)
		(In thousands)
U-Haul management fee revenue from Blackwater	$	12,567	$	12,478
U-Haul management fee revenue from Mercury		1,822		2,130
	$	14,389	$	14,608

We currently manage the self-storage properties owned or leased by Blackwater and Mercury Partners, L.P. (“Mercury”), 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 $16.3 million and $17.4 million from the above-mentioned entities during the first six months of fiscal 2020 and 2019, respectively. This management fee is consistent with the fee received for other properties we previously managed for third parties. Mark V. Shoen controls the general partner of Mercury. The limited partner interests of Mercury are owned indirectly by James P. Shoen and various trusts benefitting Edward J. Shoen and James P. Shoen or their descendants. Mercury holds the option to purchase a portfolio of properties currently leased by Mercury and a U-Haul subsidiary, which option is exercisable in 2024.

Related Party Costs and Expenses

		Quarter Ended September 30,
		2019		2018
		(Unaudited)
		(In thousands)
U-Haul lease expenses to Blackwater	$	658	$	670
U-Haul commission expenses to Blackwater		18,617		18,348
	$	19,275	$	19,018

		Six Months Ended September 30,
		2019		2018
		(Unaudited)
		(In thousands)
U-Haul lease expenses to Blackwater	$	1,316	$	1,340
U-Haul commission expenses to Blackwater		35,819		34,833
	$	37,135	$	36,173

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

As of September 30, 2019, subsidiaries of Blackwater acted as independent dealers. The financial and other terms of the dealership contracts 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 with subsidiaries of Blackwater, excluding Dealer Agreements, provided revenues of $12.6 million, expenses of $1.3 million and cash flows of $11.3 million during the first six months of fiscal 2020. Revenues and commission expenses related to the Dealer Agreements were $169.6 million and $35.8 million, respectively, during the first six months of fiscal 2020.

Management determined that we do not have a variable interest pursuant to the variable interest entity (“VIE”) model under Accounting Standards Codification (“ASC”) 810 – Consolidation (“ASC 810”) in the holding entities of Blackwater based upon management agreements which are with the individual operating entities; therefore, we are precluded from consolidating these entities.

Related Party Assets

		September 30,		March 31,
		2019		2019
		(Unaudited)
		(In thousands)
U-Haul receivable from Blackwater	$	27,828	$	25,158
U-Haul receivable from Mercury		5,673		7,234
Other (a)		(20,599)		(1,503)
	$	12,902	$	30,889

(a) Timing differences for intercompany balances with insurance subsidiaries resulting from the three-month difference in reporting periods. Our credit balance as of September 30, 2019, was due to a timing difference for a dividend paid by Repwest to AMERCO of $21.6 million.