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Related Party Transactions | 9 Months Ended
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Dec. 31, 2022
Related Party Transactions [Abstract] |
10. Related Party Transactions | 10. Related Party Transactions As set forth in the Company’s Audit Committee Charter and consistent with the NYSE Listed Company Manual, 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 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, accounting and finance departments identify and monitor potential related party transactions that may require disclosure and Audit Committee oversight. U-Haul Holding Company 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. 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. SAC Holdings, Four SAC Self-Storage Corporation, Five SAC Self-Storage Corporation, Galaxy Investments, L.P. and 2015 SAC Self-Storage, LLC are substantially controlled by Blackwater Investments, Inc. (“Blackwater”). Blackwater is wholly owned by Willow Grove Holdings LP, 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 December 31, 2022 2021 (Unaudited) (In thousands) U-Haul management fee revenue from Blackwater $ 7,170 $ 6,972 U-Haul management fee revenue from Mercury 2,910 2,679 $ 10,080 $ 9,651 Nine Months Ended December 31, 2022 2021 (Unaudited) (In thousands) U-Haul management fee revenue from Blackwater $ 22,726 $ 21,580 U-Haul management fee revenue from Mercury 5,770 5,267 $ 28,496 $ 26,847 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 $24.9 million and $27.1 million from the above-mentioned entities during the first nine months of fiscal 2023 and 2022, respectively. The decrease in management fees received in the first nine months of fiscal 2023 compared with the first nine months of fiscal 2022 was due to a timing difference of the incentive fee of $4.0 million being paid in March of fiscal 2022. 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 (is the brother of Edward J. Shoen and Mark V. 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 December 31, 2022 2021 (Unaudited) (In thousands) U-Haul lease expenses to Blackwater $ 604 $ 604 U-Haul commission expenses to Blackwater 20,016 21,086 $ 20,620 $ 21,690 Nine Months Ended December 31, 2022 2021 (Unaudited) (In thousands) U-Haul lease expenses to Blackwater $ 1,812 $ 1,841 U-Haul commission expenses to Blackwater 71,283 70,502 $ 73,095 $ 72,343 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 December 31, 2022, 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 $ 22.7 million and $ 21.6 million, expenses of $ 1.8 million and $ 1.8 million and cash flows of $ 21.0 million and $ 19.8 million, respectively during the first nine months of fiscal 2023 and 2022. Revenues were $ 339.5 million and $ 335.3 million and commission expenses were $ 71.3 million and $ 70.5 million, respectively, related to the Dealer Agreements during the first nine months of fiscal 2023 and 2022. Management determined that we do not have a variable interest pursuant to the variable interest entity model under Accounting Standards Codification (“ASC”) 810 – Consolidation 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 December 31, March 31, 2022 2022 (Unaudited) (In thousands) U-Haul receivable from Blackwater $ 64,055 $ 41,364 U-Haul receivable from Mercury 11,961 5,708 Other (a) (467) 779 $ 75,549 $ 47,851 (a) Timing differences for intercompany balances with insurance subsidiaries resulting from the three-month difference in reporting periods .

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI https://asc.fasb.org/topic&trid=2122745 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 + Details
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