UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 26, 2020July 3, 2021
OR
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☐ | 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 000-08822
CAVCO INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Delaware | 56-2405642 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | | | |
3636 North Central Ave, Ste 1200 |
| Phoenix | Arizona | 85012 | |
(Address of principal executive offices, including zip code) |
(602) 256-6263
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, par value $0.01 | CVCO | The Nasdaq Stock Market LLC |
| | (Nasdaq Global Select Market) |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer | ☒ | Accelerated Filer | ☐ |
Non-accelerated Filer | ☐ | Smaller Reporting Company | ☐ |
Emerging Growth Company | ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 23, 2020, 9,188,162July 30, 2021, 9,187,030 shares of the registrant's Common Stock, $.01 par value, were outstanding.
CAVCO INDUSTRIES, INC.
FORM 10-Q
September 26, 2020July 3, 2021
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
CAVCO INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
| | | | | | | | | | | |
| September 26, 2020 | | March 28, 2020 |
ASSETS | (Unaudited) | | |
Current assets: | | | |
Cash and cash equivalents | $ | 312,243 | | | $ | 241,826 | |
Restricted cash, current | 16,691 | | | 13,446 | |
Accounts receivable, net | 36,852 | | | 42,800 | |
Short-term investments | 16,589 | | | 14,582 | |
Current portion of consumer loans receivable, net | 39,023 | | | 32,376 | |
Current portion of commercial loans receivable, net | 13,261 | | | 14,657 | |
Current portion of commercial loans receivable from affiliates, net | 1,700 | | | 766 | |
Inventories | 111,872 | | | 113,535 | |
| | | |
Prepaid expenses and other current assets | 49,193 | | | 42,197 | |
Total current assets | 597,424 | | | 516,185 | |
Restricted cash | 335 | | | 335 | |
Investments | 30,278 | | | 31,557 | |
Consumer loans receivable, net | 42,817 | | | 49,928 | |
Commercial loans receivable, net | 20,946 | | | 23,685 | |
Commercial loans receivable from affiliates, net | 5,571 | | | 7,457 | |
Property, plant and equipment, net | 77,836 | | | 77,190 | |
Goodwill | 75,090 | | | 75,090 | |
Other intangibles, net | 14,736 | | | 15,110 | |
Operating lease right-of-use assets | 17,477 | | | 13,894 | |
Total assets | $ | 882,510 | | | $ | 810,431 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
Current liabilities: | | | |
Accounts payable | $ | 32,919 | | | $ | 29,924 | |
Accrued expenses and other current liabilities | 173,184 | | | 139,930 | |
Current portion of secured credit facilities and other | 2,118 | | | 2,248 | |
Total current liabilities | 208,221 | | | 172,102 | |
Operating lease liabilities | 14,602 | | | 10,743 | |
Secured credit facilities and other | 11,933 | | | 12,705 | |
Deferred income taxes | 7,066 | | | 7,295 | |
Stockholders' equity: | | | |
Preferred stock, $0.01 par value; 1,000,000 shares authorized; NaN shares issued or outstanding | 0 | | | 0 | |
Common stock, $0.01 par value; 40,000,000 shares authorized; Outstanding 9,188,162 and 9,173,242 shares, respectively | 92 | | | 92 | |
Additional paid-in capital | 254,297 | | | 252,260 | |
Retained earnings | 386,134 | | | 355,144 | |
Accumulated other comprehensive income | 165 | | | 90 | |
Total stockholders' equity | 640,688 | | | 607,586 | |
Total liabilities and stockholders' equity | $ | 882,510 | | | $ | 810,431 | |
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
ASSETS | (Unaudited) | | |
Current assets | | | |
Cash and cash equivalents | $ | 329,753 | | | $ | 322,279 | |
Restricted cash, current | 16,728 | | | 16,693 | |
Accounts receivable, net | 51,054 | | | 47,396 | |
Short-term investments | 19,749 | | | 19,496 | |
Current portion of consumer loans receivable, net | 32,429 | | | 37,690 | |
Current portion of commercial loans receivable, net | 16,500 | | | 14,568 | |
Current portion of commercial loans receivable from affiliates, net | 2,113 | | | 4,664 | |
Inventories | 150,917 | | | 131,234 | |
Prepaid expenses and other current assets | 48,621 | | | 57,779 | |
Total current assets | 667,864 | | | 651,799 | |
Restricted cash | 335 | | | 335 | |
Investments | 38,192 | | | 35,010 | |
Consumer loans receivable, net | 35,095 | | | 37,108 | |
Commercial loans receivable, net | 21,245 | | | 20,281 | |
Commercial loans receivable from affiliates, net | 4,730 | | | 4,801 | |
Property, plant and equipment, net | 97,981 | | | 96,794 | |
Goodwill | 75,090 | | | 75,090 | |
Other intangibles, net | 14,190 | | | 14,363 | |
Operating lease right-of-use assets | 16,150 | | | 16,252 | |
Total assets | $ | 970,872 | | | $ | 951,833 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
Current liabilities | | | |
Accounts payable | $ | 30,175 | | | $ | 32,120 | |
Accrued expenses and other current liabilities | 210,190 | | | 203,133 | |
Current portion of secured financings and other | 1,822 | | | 1,851 | |
Total current liabilities | 242,187 | | | 237,104 | |
Operating lease liabilities | 13,085 | | | 13,361 | |
Secured financings and other | 9,927 | | | 10,335 | |
Deferred income taxes | 6,606 | | | 7,393 | |
Stockholders' equity | | | |
Preferred stock, $0.01 par value; 1,000,000 shares authorized; NaN shares issued or outstanding | 0 | | | 0 | |
Common stock, $0.01 par value; 40,000,000 shares authorized; Issued 9,245,721 and 9,241,256 shares, respectively | 92 | | | 92 | |
Treasury stock, at cost; 67,901 and 6,600 shares, respectively | (14,283) | | | (1,441) | |
Additional paid-in capital | 255,071 | | | 253,835 | |
Retained earnings | 458,103 | | | 431,057 | |
Accumulated other comprehensive income | 84 | | | 97 | |
Total stockholders' equity | 699,067 | | | 683,640 | |
Total liabilities and stockholders' equity | $ | 970,872 | | | $ | 951,833 | |
See accompanying Notes to Consolidated Financial Statements
CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
| | | Three Months Ended | | Six Months Ended | | | Three Months Ended |
| | September 26, 2020 | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 | | | July 3, 2021 | | June 27, 2020 |
Net revenue | Net revenue | $ | 257,976 | | | $ | 268,675 | | | $ | 512,777 | | | $ | 532,717 | | Net revenue | | $ | 330,422 | | | $ | 254,801 | |
Cost of sales | Cost of sales | 204,435 | | | 210,208 | | | 403,913 | | | 413,952 | | Cost of sales | | 256,409 | | | 199,478 | |
Gross profit | Gross profit | 53,541 | | | 58,467 | | | 108,864 | | | 118,765 | | Gross profit | | 74,013 | | | 55,323 | |
Selling, general and administrative expenses | Selling, general and administrative expenses | 35,453 | | | 36,083 | | | 70,776 | | | 71,347 | | Selling, general and administrative expenses | | 40,832 | | | 35,323 | |
Income from operations | Income from operations | 18,088 | | | 22,384 | | | 38,088 | | | 47,418 | | Income from operations | | 33,181 | | | 20,000 | |
Interest expense | Interest expense | (194) | | | (302) | | | (390) | | | (788) | | Interest expense | | (164) | | | (196) | |
Other income, net | Other income, net | 1,702 | | | 5,173 | | | 3,578 | | | 7,987 | | Other income, net | | 2,461 | | | 1,876 | |
Income before income taxes | Income before income taxes | 19,596 | | | 27,255 | | | 41,276 | | | 54,617 | | Income before income taxes | | 35,478 | | | 21,680 | |
Income tax expense | Income tax expense | (4,547) | | | (6,370) | | | (9,553) | | | (12,450) | | Income tax expense | | (8,432) | | | (5,006) | |
Net income | Net income | $ | 15,049 | | | $ | 20,885 | | | $ | 31,723 | | | $ | 42,167 | | Net income | | $ | 27,046 | | | $ | 16,674 | |
| Comprehensive income: | | |
Comprehensive income | | Comprehensive income | | |
Net income | Net income | $ | 15,049 | | | $ | 20,885 | | | $ | 31,723 | | | $ | 42,167 | | Net income | | $ | 27,046 | | | $ | 16,674 | |
Reclassification adjustment for securities sold or matured | 7 | | | 0 | | | 33 | | | 2 | | |
Reclassification adjustment for securities sold | | Reclassification adjustment for securities sold | | 1 | | | 26 | |
Applicable income taxes | Applicable income taxes | (2) | | | 0 | | | (7) | | | (1) | | Applicable income taxes | | 0 | | | (5) | |
Net change in unrealized position of investments held | Net change in unrealized position of investments held | 3 | | | 29 | | | 62 | | | 140 | | Net change in unrealized position of investments held | | (18) | | | 59 | |
Applicable income taxes | Applicable income taxes | (1) | | | (6) | | | (13) | | | (29) | | Applicable income taxes | | 4 | | | (12) | |
Comprehensive income | $ | 15,056 | | | $ | 20,908 | | | $ | 31,798 | | | $ | 42,279 | | |
| | | | | | | | |
| | $ | 27,033 | | | $ | 16,742 | |
Net income per share: | | |
| Net income per share | | Net income per share | | |
Basic | Basic | $ | 1.64 | | | $ | 2.29 | | | $ | 3.46 | | | $ | 4.63 | | Basic | | $ | 2.94 | | | $ | 1.82 | |
Diluted | Diluted | $ | 1.62 | | | $ | 2.25 | | | $ | 3.42 | | | $ | 4.56 | | Diluted | | $ | 2.92 | | | $ | 1.80 | |
Weighted average shares outstanding: | | | | | | | | |
Weighted average shares outstanding | | Weighted average shares outstanding | | | | |
Basic | Basic | 9,182,945 | | | 9,119,835 | | | 9,178,609 | | | 9,111,260 | | Basic | | 9,198,229 | | | 9,174,182 | |
Diluted | Diluted | 9,295,409 | | | 9,266,085 | | | 9,280,080 | | | 9,241,834 | | Diluted | | 9,276,529 | | | 9,264,661 | |
See accompanying Notes to Consolidated Financial Statements
CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
| | | Six Months Ended | | Three Months Ended |
| | September 26, 2020 | | September 28, 2019 | | July 3, 2021 | | June 27, 2020 |
OPERATING ACTIVITIES | OPERATING ACTIVITIES | | | | OPERATING ACTIVITIES | | | |
Net income | Net income | $ | 31,723 | | | $ | 42,167 | | Net income | $ | 27,046 | | | $ | 16,674 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | |
Adjustments to reconcile net income to net cash provided by operating activities | | Adjustments to reconcile net income to net cash provided by operating activities | |
Depreciation and amortization | Depreciation and amortization | 3,182 | | | 2,648 | | Depreciation and amortization | 1,576 | | | 1,613 | |
Provision for credit losses | Provision for credit losses | 223 | | | 30 | | Provision for credit losses | (239) | | | (884) | |
Deferred income taxes | Deferred income taxes | (18) | | | 1,011 | | Deferred income taxes | (783) | | | 406 | |
Stock-based compensation expense | Stock-based compensation expense | 2,048 | | | 1,448 | | Stock-based compensation expense | 1,100 | | | 945 | |
Non-cash interest income, net | Non-cash interest income, net | (2,596) | | | (694) | | Non-cash interest income, net | (394) | | | (2,186) | |
Loss (gain) on sale or retirement of property, plant and equipment, net | 242 | | | (3,370) | | |
Gain (loss) on sale or retirement of property, plant and equipment, net | | Gain (loss) on sale or retirement of property, plant and equipment, net | (35) | | | 289 | |
Gain on investments and sale of loans, net | Gain on investments and sale of loans, net | (9,597) | | | (7,683) | | Gain on investments and sale of loans, net | (5,579) | | | (4,982) | |
Changes in operating assets and liabilities: | | |
Changes in operating assets and liabilities | | Changes in operating assets and liabilities | |
Accounts receivable | Accounts receivable | 5,948 | | | (3,300) | | Accounts receivable | (3,659) | | | 4,629 | |
Consumer loans receivable originated | Consumer loans receivable originated | (82,352) | | | (80,259) | | Consumer loans receivable originated | (42,706) | | | (47,356) | |
Proceeds from sales of consumer loans | Proceeds from sales of consumer loans | 80,589 | | | 77,182 | | Proceeds from sales of consumer loans | 49,631 | | | 39,271 | |
Principal payments received on consumer loans receivable | Principal payments received on consumer loans receivable | 6,974 | | | 4,759 | | Principal payments received on consumer loans receivable | 3,929 | | | 3,261 | |
Inventories | Inventories | 1,663 | | | 6,506 | | Inventories | (19,683) | | | 7,139 | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets | 11,536 | | | 322 | | Prepaid expenses and other current assets | 2,801 | | | 7,128 | |
Commercial loans receivable | Commercial loans receivable | 4,691 | | | (1,409) | | Commercial loans receivable | (243) | | | 2,556 | |
Accounts payable and accrued expenses and other current liabilities | Accounts payable and accrued expenses and other current liabilities | 20,353 | | | 4,235 | | Accounts payable and accrued expenses and other current liabilities | 11,513 | | | 7,189 | |
Net cash provided by operating activities | Net cash provided by operating activities | 74,609 | | | 43,593 | | Net cash provided by operating activities | 24,275 | | | 35,692 | |
INVESTING ACTIVITIES | INVESTING ACTIVITIES | | | | INVESTING ACTIVITIES | | | |
Purchases of property, plant and equipment | Purchases of property, plant and equipment | (3,773) | | | (3,944) | | Purchases of property, plant and equipment | (2,593) | | | (1,856) | |
Payments for acquisition, net | 0 | | | (15,937) | | |
| Proceeds from sale of property, plant and equipment | Proceeds from sale of property, plant and equipment | 77 | | | 64 | | Proceeds from sale of property, plant and equipment | 38 | | | 5 | |
Purchases of investments | Purchases of investments | (4,440) | | | (2,751) | | Purchases of investments | (4,429) | | | (1,160) | |
Proceeds from sale of investments | Proceeds from sale of investments | 8,054 | | | 4,260 | | Proceeds from sale of investments | 3,368 | | | 3,116 | |
Net cash used in investing activities | (82) | | | (18,308) | | |
Net cash (used in) provided by investing activities | | Net cash (used in) provided by investing activities | (3,616) | | | 105 | |
FINANCING ACTIVITIES | FINANCING ACTIVITIES | | | | FINANCING ACTIVITIES | | | |
Payments for exercise of stock options | (11) | | | (311) | | |
Proceeds from (payments for) exercise of stock options | | Proceeds from (payments for) exercise of stock options | 136 | | | (533) | |
Proceeds from secured financings and other | Proceeds from secured financings and other | 64 | | | 75 | | Proceeds from secured financings and other | 0 | | | 64 | |
Payments on securitized financings and other | (918) | | | (19,109) | | |
Payments on secured financings and other | | Payments on secured financings and other | (444) | | | (453) | |
Payments for common stock repurchases | | Payments for common stock repurchases | (12,842) | | | 0 | |
Net cash used in financing activities | Net cash used in financing activities | (865) | | | (19,345) | | Net cash used in financing activities | (13,150) | | | (922) | |
Net increase in cash, cash equivalents and restricted cash | Net increase in cash, cash equivalents and restricted cash | 73,662 | | | 5,940 | | Net increase in cash, cash equivalents and restricted cash | 7,509 | | | 34,875 | |
Cash, cash equivalents and restricted cash at beginning of the fiscal year | Cash, cash equivalents and restricted cash at beginning of the fiscal year | 255,607 | | | 199,869 | | Cash, cash equivalents and restricted cash at beginning of the fiscal year | 339,307 | | | 255,607 | |
Cash, cash equivalents and restricted cash at end of the period | Cash, cash equivalents and restricted cash at end of the period | $ | 329,269 | | | $ | 205,809 | | Cash, cash equivalents and restricted cash at end of the period | $ | 346,816 | | | $ | 290,482 | |
Supplemental disclosures of cash flow information: | | | | |
Supplemental disclosures of cash flow information | | Supplemental disclosures of cash flow information | | | |
Cash paid for income taxes | Cash paid for income taxes | $ | 7,865 | | | $ | 13,073 | | Cash paid for income taxes | $ | 4,774 | | | $ | 2,536 | |
Cash paid for interest | Cash paid for interest | $ | 251 | | | $ | 473 | | Cash paid for interest | $ | 100 | | | $ | 127 | |
Supplemental disclosures of noncash activity: | | | | |
GNMA loans eligible for repurchase | $ | 16,170 | | | $ | 704 | | |
Right-of-use assets recognized | $ | 5,617 | | | $ | 13,464 | | |
Operating lease obligations incurred | $ | 5,617 | | | $ | 13,489 | | |
Supplemental disclosures of noncash activity | | Supplemental disclosures of noncash activity | | | |
Change in GNMA loans eligible for repurchase | | Change in GNMA loans eligible for repurchase | $ | (6,607) | | | $ | 1,242 | |
Right-of-use assets recognized and operating lease obligations incurred | | Right-of-use assets recognized and operating lease obligations incurred | $ | 708 | | | $ | 5,559 | |
See accompanying Notes to Consolidated Financial Statements
CAVCO INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited Consolidated Financial Statements of Cavco Industries, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company" or "Cavco") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for Quarterly Reports on Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations.
In the opinion of management, these financial statements include all adjustments, including normal recurring adjustments, that the Company believes are necessary to fairly state the results for the periods presented. Certain prior period amountsWe have been reclassified to conform to current period classification. The Company has evaluated subsequent events after the balance sheet date through the date of the filing of this report with the SEC; and except for the events set forth in Note 2220 of the Notes to Consolidated Financial Statements Notes ("Notes") of the Company's Quarterly Report on Form 10-Q for the period ended September 26, 2020,July 3, 2021, there were no subsequent events requiring disclosure. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in the Company's 2020our 2021 Annual Report on Form 10-K for the year ended March 28, 2020April 3, 2021, filed with the SEC on May 27, 2020 ("Form 10-K").
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying Notes. The uncertainty created by the novel coronavirus COVID-19 pandemic ("COVID-19") havehas made such estimates more difficult and subjective. Due to that and other uncertainties, actual results could differ from those estimates. The Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows for the interim periods are not necessarily indicative of the results or cash flows for the full year. The Company operates on a 52-53 week fiscal year ending on the Saturday nearest to March 31st of each year. Each fiscal quarter consists of 13 weeks, with an occasional fourth quarter extending to 14 weeks, if necessary, for the fiscal year to end on the Saturday nearest to March 31st. The Company's current fiscal year will end on April 3, 2021.2, 2022 and will include 52 weeks.
The Company operates principallyWe operate in 2 segments: (1) factory-built housing, which includes wholesale and retail systems-builtfactory-built housing operations, and (2) financial services, which includes manufactured housing consumer finance and insurance. The Company designsWe design and buildsbuild a wide variety of affordable manufactured homes, modular homes and park model RVs through 20 homebuilding production lines located throughout the United States, which are sold to a network of independent distributors, community owners and developers and through the Company'sour 40 Company-owned retail stores. OurThe financial services segment is comprised of a finance subsidiary, CountryPlace Acceptance Corp. ("CountryPlace"), and an insurance subsidiary, Standard Casualty Co.Company ("Standard Casualty"). CountryPlace is an approved Federal National Mortgage Association and Federal Home Loan Mortgage Corporation seller/servicer and a Government National Mortgage Association ("GNMA") mortgage-backed securities issuer that offers conforming mortgages, non-conforming mortgages and home-only loans to purchasers of factory-built homes. Standard Casualty provides property and casualty insurance primarily to owners of manufactured homes.
Recently Issued or Adopted Accounting Standards.
On March 29, 2020, the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments and requires a forward-looking impairment model based on expected losses rather than incurred losses. The Company adopted the standard by recognizing the cumulative effect of initially applying the new credit loss standard as an adjustment to the opening balance of Retained earnings. The comparative information has not been restated and continues to be reported under the accounting standard in effect for the applicable prior periods. The cumulative effect of the changes made to our consolidated balance sheet at March 29, 2020 for the adoption of ASU 2016-13 was $733,000, net of taxes. The application of ASU 2016-13 increased our allowance for loan losses by $435,000 for commercial loans receivable and $528,000 for non-acquired consumer loans receivable. It had an insignificant impact to our allowance for credit losses for Accounts receivable, net.
The Company adopted ASU 2016-13 using the prospective transition approach for acquired consumer loans receivable assets that were previously accounted for under FASB Accounting Standards Codification ("ASC") 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"). The Company determined that $1.7 million of the existing purchase discount for acquired consumer loans was related to credit factors and was reclassified to the allowance for loan loss upon adoption. The remaining discount on the acquired consumer loans was determined to be related to non-credit factors and will be accreted into interest income over the life of the loans.
For a description of other significant accounting policies we used by the Company in the preparation of itsour Consolidated Financial Statements, please refer to Note 1 of the Notes to Consolidated Financial Statements included in the Form 10-K.
2. Revenue from Contracts with Customers
The following table summarizes customer contract revenues disaggregated by reportable segment and source (in thousands):
| | | Three Months Ended | | Six Months Ended | | | Three Months Ended |
| | September 26, 2020 | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 | | | July 3, 2021 | | June 27, 2020 |
Factory-built housing | Factory-built housing | | | | | | | | Factory-built housing | | | | |
U.S. Housing and Urban Development code homes | U.S. Housing and Urban Development code homes | $ | 197,723 | | | $ | 207,556 | | | $ | 387,169 | | | $ | 410,035 | | U.S. Housing and Urban Development code homes | | $ | 262,390 | | | $ | 189,446 | |
Modular homes | Modular homes | 20,483 | | | 19,412 | | | 41,266 | | | 38,819 | | Modular homes | | 26,617 | | | 20,783 | |
Park model RVs | Park model RVs | 9,027 | | | 11,751 | | | 22,749 | | | 24,612 | | Park model RVs | | 9,671 | | | 13,722 | |
Other (1) | 13,734 | | | 13,971 | | | 27,873 | | | 27,992 | | |
Net revenue from factory-built housing | 240,967 | | | 252,690 | | | 479,057 | | | 501,458 | | |
Other | | Other | | 13,605 | | | 14,139 | |
| | | | 312,283 | | | 238,090 | |
Financial services | Financial services | | | | | | | | Financial services | | | | |
Insurance agency commissions received from third-party insurance companies | Insurance agency commissions received from third-party insurance companies | 777 | | | 274 | | | 1,547 | | | 1,429 | | Insurance agency commissions received from third-party insurance companies | | 873 | | | 770 | |
Other (2) | 16,232 | | | 15,711 | | | 32,173 | | | 29,830 | | |
Net revenue from financial services | 17,009 | | | 15,985 | | | 33,720 | | | 31,259 | | |
Total Net revenue | $ | 257,976 | | | $ | 268,675 | | | $ | 512,777 | | | $ | 532,717 | | |
Other | | Other | | 17,266 | | | 15,941 | |
| | | | 18,139 | | | 16,711 | |
| | | | $ | 330,422 | | | $ | 254,801 | |
(1) Other factory-built housing revenue includes revenue from ancillary products and services including used homes, freight and other services.
(2) Other financial services revenue includes consumer finance and insurance revenue that is not within the scope of ASU 2014-09, Revenue from Contracts with Customers ("Topic 606").
3. Restricted Cash
Restricted cash consisted of the following (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
Cash related to CountryPlace customer payments to be remitted to third parties | Cash related to CountryPlace customer payments to be remitted to third parties | $ | 15,818 | | | $ | 12,740 | | Cash related to CountryPlace customer payments to be remitted to third parties | $ | 15,928 | | | $ | 16,049 | |
Other restricted cash | Other restricted cash | 1,208 | | | 1,041 | | Other restricted cash | 1,135 | | | 979 | |
| | $ | 17,026 | | | $ | 13,781 | | | 17,063 | | | 17,028 | |
Less current portion | | Less current portion | (16,728) | | | (16,693) | |
| | | $ | 335 | | | $ | 335 | |
Corresponding amounts for customer payments to be remitted to third parties are recorded in Accounts payable.
The following table provides a reconciliation of Cash and cash equivalents and Restricted cash reported within the Consolidated Balance Sheets to the combined amounts shown on the Consolidated Statements of Cash Flows (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | September 28, 2019 | | March 30, 2019 | | July 3, 2021 | | April 3, 2021 |
Cash and cash equivalents | Cash and cash equivalents | $ | 312,243 | | | $ | 241,826 | | | $ | 190,478 | | | $ | 187,370 | | Cash and cash equivalents | $ | 329,753 | | | $ | 322,279 | |
Restricted cash, current | 16,691 | | | 13,446 | | | 14,981 | | | 12,148 | | |
Restricted cash | Restricted cash | 335 | | | 335 | | | 350 | | | 351 | | Restricted cash | 17,063 | | | 17,028 | |
Cash, cash equivalents and restricted cash per statement of cash flows | $ | 329,269 | | | $ | 255,607 | | | $ | 205,809 | | | $ | 199,869 | | |
| | | $ | 346,816 | | | $ | 339,307 | |
4. Investments
Investments consisted of the following (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
Available-for-sale debt securities | Available-for-sale debt securities | $ | 12,676 | | | $ | 14,774 | | Available-for-sale debt securities | $ | 17,962 | | | $ | 14,946 | |
Marketable equity securities | Marketable equity securities | 12,791 | | | 9,829 | | Marketable equity securities | 17,550 | | | 17,600 | |
Non-marketable equity investments | Non-marketable equity investments | 21,400 | | | 21,536 | | Non-marketable equity investments | 22,429 | | | 21,960 | |
| | 46,867 | | | 46,139 | | | 57,941 | | | 54,506 | |
Less current portion | Less current portion | (16,589) | | | (14,582) | | Less current portion | (19,749) | | | (19,496) | |
| | $ | 30,278 | | | $ | 31,557 | | | $ | 38,192 | | | $ | 35,010 | |
The Company's investmentsInvestments in marketable equity securities consist of investments in the common stock of industrial and other companies.
As of September 26, 2020July 3, 2021 and March 28, 2020,April 3, 2021, non-marketable equity investments included contributions of $15.0 million to equity-method investments in community-based initiatives that buy and sell the Company'sour homes and provide home-only financing to residents of certain manufactured home communities. Other non-marketable equity investments included investments in other distribution operations.
The following tables summarize the Company'sour available-for-sale debt securities, gross unrealized gains and losses and fair value, aggregated by investment category (in thousands):
| | | September 26, 2020 | | July 3, 2021 |
| | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
Residential mortgage-backed securities | Residential mortgage-backed securities | $ | 3,605 | | | $ | 55 | | | $ | (19) | | | $ | 3,641 | | Residential mortgage-backed securities | $ | 2,609 | | | $ | 26 | | | $ | (11) | | | $ | 2,624 | |
State and political subdivision debt securities | State and political subdivision debt securities | 4,116 | | | 162 | | | 0 | | | 4,278 | | State and political subdivision debt securities | 8,265 | | | 109 | | | (19) | | | 8,355 | |
Corporate debt securities | Corporate debt securities | 4,746 | | | 15 | | | (4) | | | 4,757 | | Corporate debt securities | 6,982 | | | 12 | | | (11) | | | 6,983 | |
| | $ | 12,467 | | | $ | 232 | | | $ | (23) | | | $ | 12,676 | | | $ | 17,856 | | | $ | 147 | | | $ | (41) | | | $ | 17,962 | |
| | | March 28, 2020 | | April 3, 2021 |
| | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
Residential mortgage-backed securities | Residential mortgage-backed securities | $ | 5,400 | | | $ | 69 | | | $ | (26) | | | $ | 5,443 | | Residential mortgage-backed securities | $ | 2,787 | | | $ | 30 | | | $ | (13) | | | $ | 2,804 | |
State and political subdivision debt securities | State and political subdivision debt securities | 4,239 | | | 134 | | | (3) | | | 4,370 | | State and political subdivision debt securities | 7,239 | | | 125 | | | (19) | | | 7,345 | |
Corporate debt securities | Corporate debt securities | 5,021 | | | 5 | | | (65) | | | 4,961 | | Corporate debt securities | 4,797 | | | 11 | | | (11) | | | 4,797 | |
| | | $ | 14,660 | | | $ | 208 | | | $ | (94) | | | $ | 14,774 | | | $ | 14,823 | | | $ | 166 | | | $ | (43) | | | $ | 14,946 | |
The following tables show gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities had been in a continuous unrealized loss position (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 26, 2020 |
| Less than 12 Months | | 12 Months or Longer | | Total |
| Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
Residential mortgage-backed securities | $ | 462 | | | $ | (8) | | | $ | 567 | | | $ | (11) | | | $ | 1,029 | | | $ | (19) | |
State and political subdivision debt securities | 250 | | | 0 | | | 0 | | | 0 | | | 250 | | | 0 | |
Corporate debt securities | 1,117 | | | (4) | | | 0 | | | 0 | | | 1,117 | | | (4) | |
| $ | 1,829 | | | $ | (12) | | | $ | 567 | | | $ | (11) | | | $ | 2,396 | | | $ | (23) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 28, 2020 |
| Less than 12 Months | | 12 Months or Longer | | Total |
| Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
Residential mortgage-backed securities | $ | 133 | | | $ | 0 | | | $ | 1,779 | | | $ | (26) | | | $ | 1,912 | | | $ | (26) | |
State and political subdivision debt securities | 601 | | | (2) | | | 101 | | | (1) | | | 702 | | | (3) | |
Corporate debt securities | 3,747 | | | (65) | | | 0 | | | 0 | | | 3,747 | | | (65) | |
| $ | 4,481 | | | $ | (67) | | | $ | 1,880 | | | $ | (27) | | | $ | 6,361 | | | $ | (94) | |
The Company isWe are not aware of any changes to the securities or issuers that would indicate the losses above are indicative of credit impairment as of September 26, 2020.July 3, 2021. Further, the Company doeswe do not intend to sell the investments, and it is more likely than not that the Companywe will not be required to sell the investments, before recovery of their amortized cost.
The amortized cost and fair value of the Company'sour investments in available-for-sale debt securities, by contractual maturity, are shown in the table below (in thousands). Expected maturities differ from contractual maturities as borrowers may have the right to call or prepay obligations, with or without penalties.
| | | September 26, 2020 | | July 3, 2021 |
| | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
Due in less than one year | Due in less than one year | $ | 3,506 | | | $ | 3,515 | | Due in less than one year | $ | 1,518 | | | $ | 1,519 | |
Due after one year through five years | Due after one year through five years | 3,013 | | | 3,040 | | Due after one year through five years | 11,033 | | | 11,028 | |
Due after five years through ten years | Due after five years through ten years | 1,028 | | | 1,109 | | Due after five years through ten years | 1,391 | | | 1,450 | |
Due after ten years | Due after ten years | 1,315 | | | 1,371 | | Due after ten years | 1,305 | | | 1,341 | |
Mortgage-backed securities | Mortgage-backed securities | 3,605 | | | 3,641 | | Mortgage-backed securities | 2,609 | | | 2,624 | |
| | $ | 12,467 | | | $ | 12,676 | | | $ | 17,856 | | | $ | 17,962 | |
The Company recognizes investment gains and losses on available-for-sale debt securities when it sells or otherwise disposes of securities using the specific identification method. For the three and six months ended September 26, 2020, there were 0 gross gains realized on the sale of available-for-sale debt securities and gross losses realized were $5,000.There were 0 gross gains or losses realized on the sale of available-for-sale debt securities during thethe three and six months ended September 28, 2019.July 3, 2021 or June 27, 2020.
The Company recognizes unrealized gains and losses on marketable equity securities from changes in market prices during the period as a component of earnings in the Consolidated Statements of Comprehensive Income. Net investment gains and losses on marketable equity securities were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| September 26, 2020 | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 |
Marketable equity securities: | | | | | | | |
Net gains on securities held | $ | 1,278 | | | $ | 350 | | | $ | 3,275 | | | $ | 1,302 | |
Net (losses) gains on securities sold | (27) | | | (1) | | | 6 | | | (2) | |
| $ | 1,251 | | | $ | 349 | | | $ | 3,281 | | | $ | 1,300 | |
| | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | | | July 3, 2021 | | June 27, 2020 |
Marketable equity securities | | | | | | | |
Net gain recognized during the period | | | | | $ | 1,696 | | | $ | 2,030 | |
Less: Net gains recognized on securities sold during the period | | | | | (136) | | | (33) | |
Unrealized gains recognized during the period on securities still held | | | | | $ | 1,560 | | | $ | 1,997 | |
5. Inventories
Inventories consisted of the following (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
Raw materials | Raw materials | $ | 41,907 | | | $ | 35,691 | | Raw materials | $ | 69,123 | | | $ | 54,336 | |
Work in process | Work in process | 15,723 | | | 13,953 | | Work in process | 20,426 | | | 19,149 | |
Finished goods | Finished goods | 54,242 | | | 63,891 | | Finished goods | 61,368 | | | 57,749 | |
| | $ | 111,872 | | | $ | 113,535 | | | $ | 150,917 | | | $ | 131,234 | |
6. Consumer Loans Receivable
The following table summarizes consumer loans receivable (in thousands):
| | | | | | | | | | | |
| September 26, 2020 | | March 28, 2020 |
Loans held for investment (at Acquisition Date, defined below) | $ | 35,692 | | | $ | 37,779 | |
Loans held for investment (originated after Acquisition Date) | 19,299 | | | 20,140 | |
Loans held for sale | 18,986 | | | 14,671 | |
Construction advances | 14,063 | | | 13,400 | |
| 88,040 | | | 85,990 | |
Deferred financing fees and other, net | (2,290) | | | (1,919) | |
Allowance for loan losses | (3,910) | | | (1,767) | |
| 81,840 | | | 82,304 | |
Less current portion | (39,023) | | | (32,376) | |
| $ | 42,817 | | | $ | 49,928 | |
The Company acquired consumer loans receivable as part of its acquisition of Palm Harbor Homes, Inc. in April 2011 ("Acquisition Date"). The allowance for loan losses reflects the Company's judgment of the probable loss exposure on its loans held for investment portfolio. On March 29, 2020 the Company adopted ASU 2016-13 using the prospective transition approach for acquired consumer loans receivable assets that were previously accounted for under ASC 310-30. The Company determined that $1.7 million of the existing purchase discount for such consumer loans was related to credit factors and was reclassified to the allowance for loan loss upon adoption. The remaining discount on the acquired consumer loans was determined to be related to non-credit factors and will be accreted into interest income over the life of the loans. | | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Loans held for investment, previously securitized | $ | 30,384 | | | $ | 31,949 | |
Loans held for investment | 17,565 | | | 18,690 | |
Loans held for sale | 13,542 | | | 15,587 | |
Construction advances | 10,479 | | | 13,801 | |
| 71,970 | | | 80,027 | |
Deferred financing fees and other, net | (1,528) | | | (2,041) | |
Allowance for loan losses | (2,918) | | | (3,188) | |
| 67,524 | | | 74,798 | |
Less current portion | (32,429) | | | (37,690) | |
| $ | 35,095 | | | $ | 37,108 | |
The following table represents changes in the estimated allowance for loan losses, including related additions and deductions to the allowance for loan losses (in thousands):
| | | Three Months Ended | | Six Months Ended | | | Three Months Ended |
| | September 26, 2020 | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 | | | July 3, 2021 | | June 27, 2020 |
Allowance for loan losses at beginning of period | Allowance for loan losses at beginning of period | $ | 4,012 | | | $ | 421 | | | $ | 1,767 | | | $ | 415 | | Allowance for loan losses at beginning of period | | $ | 3,188 | | | $ | 1,767 | |
Impact of adoption of ASU 2016-13 | 0 | | | 0 | | | 2,276 | | | 0 | | |
Impact of adoption of Financial Accounting Standards Board's Accounting Standards Update 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") | | Impact of adoption of Financial Accounting Standards Board's Accounting Standards Update 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") | | 0 | | | 2,276 | |
Change in estimated loan losses, net | Change in estimated loan losses, net | (94) | | | (6) | | | 67 | | | 0 | | Change in estimated loan losses, net | | (267) | | | 161 | |
Charge-offs | Charge-offs | (8) | | | 0 | | | (200) | | | 0 | | Charge-offs | | (3) | | | (192) | |
Recoveries | 0 | | | 0 | | | 0 | | | 0 | | |
Allowance for loan losses at end of period | Allowance for loan losses at end of period | $ | 3,910 | | | $ | 415 | | | $ | 3,910 | | | $ | 415 | | Allowance for loan losses at end of period | | $ | 2,918 | | | $ | 4,012 | |
The consumer loans held for investment had the following characteristics:
| | | | | | | | | | | |
| September 26, 2020 | | March 28, 2020 |
Weighted average contractual interest rate | 8.4 | % | | 8.4 | % |
Weighted average effective interest rate | 9.6 | % | | 9.3 | % |
Weighted average months to maturity | 163 | | 164 |
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Weighted average contractual interest rate | 8.2 | % | | 8.3 | % |
Weighted average effective interest rate | 8.8 | % | | 9.3 | % |
Weighted average months to maturity | 160 | | 162 |
The following table is a consolidated summary of the delinquency status of the outstanding amortized cost of consumer loans receivable (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
Current | Current | $ | 84,852 | | | $ | 83,861 | | Current | $ | 68,258 | | | $ | 76,378 | |
31-to-60 days | 1,200 | | | 547 | | |
61-to-90 days | 26 | | | 307 | | |
31 to 60 days | | 31 to 60 days | 192 | | | 508 | |
61 to 90 days | | 61 to 90 days | 3,112 | | | 21 | |
91+ days | 91+ days | 1,962 | | | 1,275 | | 91+ days | 408 | | | 3,120 | |
| | $ | 88,040 | | | $ | 85,990 | | | $ | 71,970 | | | $ | 80,027 | |
The following tables disaggregates CountryPlace'sdisaggregate gross consumer loans receivable by credit quality indicator and fiscal year of origination (in thousands):
| | | September 26, 2020 | | | July 3, 2021 |
| | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Total | | March 28, 2020 | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | | Prior | | Total |
Prime- FICO score 680 and greater | Prime- FICO score 680 and greater | $ | 14,707 | | | $ | 8,496 | | | $ | 2,315 | | | $ | 1,523 | | | $ | 1,848 | | | $ | 25,991 | | | $ | 54,880 | | | $ | 55,513 | | Prime- FICO score 680 and greater | $ | 5,068 | | | $ | 10,500 | | | $ | 2,970 | | | $ | 1,578 | | | $ | 770 | | | $ | 24,028 | | | $ | 44,914 | |
Near Prime- FICO score 620-679 | Near Prime- FICO score 620-679 | 8,684 | | | 6,216 | | | 1,864 | | | 1,146 | | | 779 | | | 11,496 | | | 30,185 | | | 27,767 | | Near Prime- FICO score 620-679 | 2,312 | | | 6,528 | | | 2,159 | | | 1,676 | | | 1,360 | | | 10,353 | | | 24,388 | |
Sub-Prime- FICO score less than 620 | Sub-Prime- FICO score less than 620 | 100 | | | 89 | | | 0 | | | 0 | | | 86 | | | 1,991 | | | 2,266 | | | 2,142 | | Sub-Prime- FICO score less than 620 | 0 | | | 260 | | | 53 | | | 0 | | | 0 | | | 1,605 | | | 1,918 | |
No FICO score | No FICO score | 152 | | | 0 | | | 29 | | | 0 | | | 0 | | | 528 | | | 709 | | | 568 | | No FICO score | 150 | | | 149 | | | 0 | | | 27 | | | 0 | | | 424 | | | 750 | |
| | $ | 23,643 | | | $ | 14,801 | | | $ | 4,208 | | | $ | 2,669 | | | $ | 2,713 | | | $ | 40,006 | | | $ | 88,040 | | | $ | 85,990 | | | $ | 7,530 | | | $ | 17,437 | | | $ | 5,182 | | | $ | 3,281 | | | $ | 2,130 | | | $ | 36,410 | | | $ | 71,970 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| April 3, 2021 |
| 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Total |
Prime- FICO score 680 and greater | $ | 18,250 | | | $ | 3,575 | | | $ | 1,718 | | | $ | 971 | | | $ | 1,959 | | | $ | 23,375 | | | $ | 49,848 | |
Near Prime- FICO score 620-679 | 10,227 | | | 2,744 | | | 1,794 | | | 1,364 | | | 500 | | | 10,401 | | | 27,030 | |
Sub-Prime- FICO score less than 620 | 348 | | | 53 | | | 0 | | | 0 | | | 84 | | | 1,579 | | | 2,064 | |
No FICO score | 576 | | | 0 | | | 28 | | | 0 | | | 0 | | | 481 | | | 1,085 | |
| $ | 29,401 | | | $ | 6,372 | | | $ | 3,540 | | | $ | 2,335 | | | $ | 2,543 | | | $ | 35,836 | | | $ | 80,027 | |
Loan contracts secured by geographically concentrated collateral could experience higher rates of delinquencies, default and foreclosure losses than loan contracts secured by collateral that is more geographically dispersed. As of September 26, 2020July 3, 2021 and April 3, 2021, 35% of the outstanding principal balance of consumer loans receivable portfolio was concentrated in Texas and 19% was concentrated in Florida. As of March 28, 2020, 36% of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas and 16%20% was concentrated in Florida. Other than Texas and Florida, no statestate had concentrations in excess of 10% of the principal balance of the consumer loans receivable as of September 26, 2020July 3, 2021 or March 28, 2020.April 3, 2021.
Collateral for repossessed loans is acquired through foreclosure or similar proceedings and is recorded at the estimated fair value of the home less the costs to sell. At repossession, the fair value of the collateral is determined based on the historical recovery rates of previously charged-off loans; the loan is charged off and the loss is recorded to the allowance for loan losses. Repossessed homes totaled approximately $931,000$493,000 and $1.5 million$518,000 as of September 26, 2020July 3, 2021 and March 28, 2020,April 3, 2021, respectively, and are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets. Foreclosure or similar proceedings in progress totaled approximately $240,000$1.0 million and $560,000$1.1 million as of September 26, 2020July 3, 2021 and March 28, 2020,April 3, 2021, respectively.
7. Commercial Loans Receivable
The Company's commercial loans receivable balance consists of two classes: (i) direct financing arrangements for the home product needs of the Company'sour independent distributors, communitiescommunity owners and developers;developers and (ii) amounts loaned by the Companyus under participation financing programs.
Under the terms of the direct programs, the Company provides funds for financed home purchases by independent distributors, communities and developers. The notes are secured by the homes as collateral and, in some instances, other security. Other terms of direct arrangements vary, depending on the needs of the borrower and the opportunity for the Company.
Under the terms of the participation programs, the Company provides loans to independent floor plan lenders, representing a significant portion of the funds that such financiers then lend to distributors to finance their inventory purchases. The participation commercial loans receivables are unsecured general obligations of the independent floor plan lenders.
Commercial loans receivable, net consisted of the following by class of financing notes receivable (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
Direct loans receivable | $ | 42,336 | | | $ | 47,058 | | |
Participation loans receivable | 175 | | | 144 | | |
Loans receivable | | Loans receivable | $ | 45,620 | | | $ | 45,377 | |
Allowance for loan losses | Allowance for loan losses | (789) | | | (393) | | Allowance for loan losses | (785) | | | (816) | |
Deferred financing fees, net | Deferred financing fees, net | (244) | | | (244) | | Deferred financing fees, net | (247) | | | (247) | |
| | 41,478 | | | 46,565 | | | 44,588 | | | 44,314 | |
Less current portion of commercial loans receivable (including from affiliates), net | Less current portion of commercial loans receivable (including from affiliates), net | (14,961) | | | (15,423) | | Less current portion of commercial loans receivable (including from affiliates), net | (18,613) | | | (19,232) | |
| | $ | 26,517 | | | $ | 31,142 | | | $ | 25,975 | | | $ | 25,082 | |
The commercial loans receivable balance had the following characteristics:
| | | | | | | | | | | |
| September 26, 2020 | | March 28, 2020 |
Weighted average contractual interest rate | 6.1 | % | | 5.7 | % |
Weighted average months to maturity | 11 | | 10 |
The risk of loss is spread over numerous borrowers. Borrower activity is monitored on a regular basis and contractual arrangements are in place to provide adequate loss mitigation in the event of a default. The Company has historically been able to sell repossessed homes, thereby mitigating loss exposure. If a default occurs and collateral is lost, the Company is exposed to loss of the full value of the home loan. The Company evaluates the potential for loss from its commercial loan programs based on the borrower's risk rating, overall financial stability, historical experience and estimates of other economic factors. The Company has included considerations related to the COVID-19 pandemic when assessing its risk of loan loss and setting reserve amounts for its commercial finance portfolio as of September 26, 2020. | | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Weighted average contractual interest rate | 6.0 | % | | 6.4 | % |
Weighted average months to maturity | 10 | | 11 |
The following table represents changes in the estimated allowance for loan losses, including related additions and deductions to the allowance for loan losses (in thousands):
| | | Three Months Ended | | Six Months Ended | | | Three Months Ended |
| | September 26, 2020 | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 | | | July 3, 2021 | | June 27, 2020 |
Balance at beginning of period | Balance at beginning of period | $ | 828 | | | $ | 191 | | | $ | 393 | | | $ | 180 | | Balance at beginning of period | | $ | 816 | | | $ | 393 | |
Impact of adoption of ASU 2016-13 | Impact of adoption of ASU 2016-13 | 0 | | | 0 | | | 435 | | | 0 | | Impact of adoption of ASU 2016-13 | | 0 | | | 435 | |
Change in estimated loan losses, net | Change in estimated loan losses, net | (39) | | | (28) | | | (39) | | | (17) | | Change in estimated loan losses, net | | (31) | | | 0 | |
Loans charged off, net of recoveries | 0 | | | 0 | | | 0 | | | 0 | | |
Balance at end of period | Balance at end of period | $ | 789 | | | $ | 163 | | | $ | 789 | | | $ | 163 | | Balance at end of period | | $ | 785 | | | $ | 828 | |
July 3, 2021 and April 3, 2021, there were 0 commercial loans considered watch list or nonperforming. The following table disaggregates the Company'sour commercial loans receivable by credit quality indicator and fiscal year of origination (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 26, 2020 | | | | | | |
| | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Total | | March 28, 2020 | | | | |
Risk profile based on payment activity: | | | | |
Performing | | $ | 18,860 | | | $ | 14,076 | | | $ | 5,699 | | | $ | 2,238 | | | $ | 1,570 | | | $ | 42,443 | | | $ | 47,016 | | | | | |
Watch list | | 0 | | | 0 | | | 68 | | | 0 | | | 0 | | | 68 | | | 186 | | | | | |
Nonperforming | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | | | |
| | $ | 18,860 | | | $ | 14,076 | | | $ | 5,767 | | | $ | 2,238 | | | $ | 1,570 | | | $ | 42,511 | | | $ | 47,202 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | July 3, 2021 | | | | |
| | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | | Prior | | Total | | | | |
Performing | | $ | 15,150 | | | $ | 19,119 | | | $ | 5,973 | | | $ | 2,689 | | | $ | 1,743 | | | $ | 946 | | | $ | 45,620 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | April 3, 2021 | | | | |
| | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Total | | | | |
Performing | | $ | 30,627 | | | $ | 8,677 | | | $ | 3,206 | | | $ | 1,864 | | | $ | 1,003 | | | $ | 0 | | | $ | 45,377 | | | | | |
At September 26, 2020,July 3, 2021, there were 0 commercial loans 90 days or more past due that were still accruing interest and the Company waswe were not aware of any potential problem loans that would have a material effect on the commercial loans receivable balance.
As of September 26, 2020, 10.5%July 3, 2021, 14% of the Company'sour outstanding commercial loans receivable principal balance was concentrated in Arizona and 10.0%13% was concentrated in California. As of March 28, 2020, 11.0%April 3, 2021, 13% of the Company'sour outstanding commercial loans receivable principal balance was concentrated in California. Arizona. No other state had concentrations in excess of 10% of the principal balance of the consumer loans receivable as of September 26, 2020July 3, 2021 or March 28, 2020.April 3, 2021.
The CompanyWe had concentrations with one independent third-party and its affiliates that equaled 17.9% and 21.0%18% of the net commercial loans receivablesreceivable principal balance outstanding, all of which was secured, as of September 26, 2020July 3, 2021 and March 28, 2020 respectively. TApril 3, 2021.
8. Property, Plant and Equipment, net
Property, plant and equipment, net, consisted of the following (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
Property, plant and equipment, at cost: | | | | |
Property, plant and equipment, at cost | | Property, plant and equipment, at cost | | | |
Land | Land | $ | 26,804 | | | $ | 26,827 | | Land | $ | 28,314 | | | $ | 28,314 | |
Buildings and improvements | Buildings and improvements | 53,743 | | | 52,011 | | Buildings and improvements | 73,415 | | | 71,827 | |
Machinery and equipment | Machinery and equipment | 32,286 | | | 30,984 | | Machinery and equipment | 35,075 | | | 34,146 | |
| | 112,833 | | | 109,822 | | | 136,804 | | | 134,287 | |
Accumulated depreciation | Accumulated depreciation | (34,997) | | | (32,632) | | Accumulated depreciation | (38,823) | | | (37,493) | |
| | $ | 77,836 | | | $ | 77,190 | | | $ | 97,981 | | | $ | 96,794 | |
Depreciation expense was $1.4 million and $1.3 million for each of the three monthsmonth periods ended September 26, 2020July 3, 2021 and September 28, 2019, respectively. Depreciation expense for the six months ended September 26, 2020 and September 28, 2019 was $2.8 million and $2.4 million, respectively.
Included in the amounts above are certain assets under finance leases. See Note 9 for additional information.June 27, 2020.
9. Leases
The Company leases certain production and retail locations, office space and equipment. During the period ended September 26, 2020, the Company executed various lease renewals, including a five-year extension at one of our active manufacturing facilities, which increased the right of use asset and lease liability.
The present value of minimum payments for future fiscal years under non-cancelable leases as of September 26, 2020 was as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Operating Leases | | Finance Leases | | Total |
Remainder of 2021 | $ | 2,116 | | | $ | 37 | | | $ | 2,153 | |
2022 | 4,154 | | | 73 | | | 4,227 | |
2023 | 3,827 | | | 73 | | | 3,900 | |
2024 | 3,487 | | | 73 | | | 3,560 | |
2025 | 2,706 | | | 73 | | | 2,779 | |
2026 | 2,799 | | | 49 | | | 2,848 | |
Thereafter | 2,206 | | | 0 | | | 2,206 | |
| 21,295 | | | 378 | | | 21,673 | |
Less amount representing interest | (2,612) | | | (45) | | | (2,657) | |
| 18,683 | | | 333 | | | 19,016 | |
Less current portion | (4,081) | | | (72) | | | (4,153) | |
| $ | 14,602 | | | $ | 261 | | | $ | 14,863 | |
10. Goodwill and Other Intangibles
Goodwill and other intangibles, net, consisted of the following (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
| | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Indefinite-lived: | | | | | | | | | | | | |
Indefinite-lived | | Indefinite-lived | | | | | | | | | | | |
Goodwill | Goodwill | $ | 75,090 | | | $ | — | | | $ | 75,090 | | | $ | 75,090 | | | $ | — | | | $ | 75,090 | | Goodwill | $ | 75,090 | | | $ | — | | | $ | 75,090 | | | $ | 75,090 | | | $ | — | | | $ | 75,090 | |
Trademarks and trade names | Trademarks and trade names | 8,900 | | | — | | | 8,900 | | | 8,900 | | | — | | | 8,900 | | Trademarks and trade names | 8,900 | | | — | | | 8,900 | | | 8,900 | | | — | | | 8,900 | |
State insurance licenses | State insurance licenses | 1,100 | | | — | | | 1,100 | | | 1,100 | | | — | | | 1,100 | | State insurance licenses | 1,100 | | | — | | | 1,100 | | | 1,100 | | | — | | | 1,100 | |
| | 85,090 | | | — | | | 85,090 | | | 85,090 | | | — | | | 85,090 | | | 85,090 | | | — | | | 85,090 | | | 85,090 | | | — | | | 85,090 | |
Finite-lived: | | |
Finite-lived | | Finite-lived | |
Customer relationships | Customer relationships | 11,300 | | | (6,780) | | | 4,520 | | | 11,300 | | | (6,463) | | | 4,837 | | Customer relationships | 11,300 | | | (7,255) | | | 4,045 | | | 11,300 | | | (7,097) | | | 4,203 | |
Other | Other | 1,424 | | | (1,208) | | | 216 | | | 1,424 | | | (1,151) | | | 273 | | Other | 1,424 | | | (1,279) | | | 145 | | | 1,424 | | | (1,264) | | | 160 | |
| | $ | 97,814 | | | $ | (7,988) | | | $ | 89,826 | | | $ | 97,814 | | | $ | (7,614) | | | $ | 90,200 | | | $ | 97,814 | | | $ | (8,534) | | | $ | 89,280 | | | $ | 97,814 | | | $ | (8,361) | | | $ | 89,453 | |
Amortization expense recognized on intangible assets was $187,000$173,000 and $151,000$187,000 for the three months ended September 26,July 3, 2021 and June 27, 2020, and September 28, 2019, respectively. Amortization expense recognized on intangible assets was $374,000 and $231,000 for the six months ended September 26, 2020 and September 28, 2019, respectively.
11.10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
Customer deposits | Customer deposits | $ | 30,153 | | | $ | 22,055 | | Customer deposits | $ | 48,989 | | | $ | 41,835 | |
Salaries, wages and benefits | Salaries, wages and benefits | 29,375 | | | 25,885 | | Salaries, wages and benefits | 37,176 | | | 37,737 | |
Unearned insurance premiums | | Unearned insurance premiums | 24,125 | | | 22,643 | |
Company repurchase options on certain loans sold | Company repurchase options on certain loans sold | 23,854 | | | 7,444 | | Company repurchase options on certain loans sold | 19,432 | | | 25,938 | |
Unearned insurance premiums | 21,907 | | | 20,614 | | |
Estimated warranties | Estimated warranties | 17,805 | | | 18,678 | | Estimated warranties | 19,344 | | | 18,032 | |
Accrued volume rebates | Accrued volume rebates | 11,040 | | | 9,801 | | Accrued volume rebates | 14,097 | | | 12,132 | |
Insurance loss reserves | 6,887 | | | 5,582 | | |
Accrued self-insurance | 5,827 | | | 5,112 | | |
Operating lease liabilities | 4,081 | | | 4,170 | | |
Accrued taxes | 3,247 | | | 1,908 | | |
Reserve for repurchase commitments | 2,463 | | | 2,679 | | |
| Other | Other | 16,545 | | | 16,002 | | Other | 47,027 | | | 44,816 | |
| | $ | 173,184 | | | $ | 139,930 | | | $ | 210,190 | | | $ | 203,133 | |
12.11. Warranties
Activity in the liability for estimated warranties was as follows (in thousands):
| | | Three Months Ended | | Six Months Ended | | | Three Months Ended |
| | September 26, 2020 | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 | | | July 3, 2021 | | June 27, 2020 |
Balance at beginning of period | Balance at beginning of period | $ | 18,538 | | | $ | 17,760 | | | $ | 18,678 | | | $ | 17,069 | | Balance at beginning of period | | $ | 18,032 | | | $ | 18,678 | |
| Purchase accounting additions | 0 | | | 1,192 | | | 0 | | | 1,192 | | |
Charged to costs and expenses | Charged to costs and expenses | 6,232 | | | 6,765 | | | 12,579 | | | 14,586 | | Charged to costs and expenses | | 9,125 | | | 6,347 | |
Payments and deductions | Payments and deductions | (6,965) | | | (7,154) | | | (13,452) | | | (14,284) | | Payments and deductions | | (7,813) | | | (6,487) | |
Balance at end of period | Balance at end of period | $ | 17,805 | | | $ | 18,563 | | | $ | 17,805 | | | $ | 18,563 | | Balance at end of period | | $ | 19,344 | | | $ | 18,538 | |
13.12. Debt and Finance Lease Obligations
Debt and finance lease obligations primarily consist of secured credit facilitiesfinancings at the Company'sour finance subsidiary and lease obligations infor which it is expected that the Companywe will obtain ownership of athe leased assetassets at the end of the lease term. The following table summarizes debt and finance lease obligations (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
Secured credit facilities | $ | 9,793 | | | $ | 10,474 | | |
Secured term loan | | Secured term loan | $ | 7,980 | | | $ | 8,210 | |
Other secured financings | Other secured financings | 3,925 | | | 4,113 | | Other secured financings | 3,473 | | | 3,672 | |
Finance lease liabilities | 333 | | | 366 | | |
Finance lease obligations | | Finance lease obligations | 296 | | | 304 | |
| | 14,051 | | | 14,953 | | | 11,749 | | | 12,186 | |
Less current portion | Less current portion | (2,118) | | | (2,248) | | Less current portion | (1,822) | | | (1,851) | |
| | $ | 11,933 | | | $ | 12,705 | | | $ | 9,927 | | | $ | 10,335 | |
The Company's finance subsidiaryWe entered into secured credit facilities with independent third-party banks with draw periods from one to fifteen months and maturity dates of ten years after the expiration of the draw periods, which have now expired. The proceeds were used by the Company to originate and hold consumer home-only loans secured by manufactured homes, which arewere pledged as collateral to the facilities. Upon completion of the draw down periods, theThose facilities werehave since been converted into an amortizing loan with maturity dates starting in 2028 and payments based on a 20-year20 or 25-year amortization period, withresulting in a balloon payment due upon maturity. The maximum advance for loans under this program was 80% of the outstanding collateral principal balance, with the Company providing the remaining funds. As of September 26, 2020, the outstanding balance of the converted loans was $9.8$8.0 million atas of July 3, 2021 and $8.2 million as of April 3, 2021 with a weighted average interest rate of 4.91%4.9%.
See Note 9 for further discussion
13. Reinsurance and Insurance Loss Reserves
14. Reinsurance
Standard Casualty is primarily a specialty writer of manufactured home physical damage insurance. Certain of Standard Casualty's premiums and benefits are assumed from and ceded to other insurance companies under various reinsurance agreements. Standard Casualty remainsWe remain obligated for amounts ceded in the event that the reinsurers do not meet their obligations. Substantially all of Standard Casualty's assumed reinsurance is with one entity.
The effects of reinsurance on premiums written and earned were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| September 26, 2020 | | September 28, 2019 |
| Written | | Earned | | Written | | Earned |
Direct premiums | $ | 4,915 | | | $ | 5,145 | | | $ | 4,179 | | | $ | 4,653 | |
Assumed premiums—nonaffiliated | 7,593 | | | 7,043 | | | 6,760 | | | 6,592 | |
Ceded premiums—nonaffiliated | (2,853) | | | (2,853) | | | (3,029) | | | (3,029) | |
| $ | 9,655 | | | $ | 9,335 | | | $ | 7,910 | | | $ | 8,216 | |
| | | Six Months Ended | | Three Months Ended |
| | September 26, 2020 | | September 28, 2019 | | July 3, 2021 | | June 27, 2020 |
| | Written | | Earned | | Written | | Earned | | Written | | Earned | | Written | | Earned |
Direct premiums | Direct premiums | $ | 10,680 | | | $ | 10,330 | | | $ | 9,212 | | | $ | 9,223 | | Direct premiums | $ | 6,839 | | | $ | 5,996 | | | $ | 5,765 | | | $ | 5,185 | |
Assumed premiums—nonaffiliated | Assumed premiums—nonaffiliated | 15,246 | | | 13,833 | | | 14,273 | | | 13,027 | | Assumed premiums—nonaffiliated | 8,574 | | | 7,378 | | | 7,653 | | | 6,790 | |
Ceded premiums—nonaffiliated | Ceded premiums—nonaffiliated | (6,055) | | | (6,055) | | | (6,016) | | | (6,016) | | Ceded premiums—nonaffiliated | (3,647) | | | (3,647) | | | (3,202) | | | (3,202) | |
|
| $ | 19,871 | | | $ | 18,108 | | | $ | 17,469 | | | $ | 16,234 | |
| $ | 11,766 | | | $ | 9,727 | | | $ | 10,216 | | | $ | 8,773 | |
Typical insurance policies written or assumed by Standard Casualty have a maximum coverage of $300,000 per claim, of which Standard Casualty cedes $175,000we cede $150,000 of the risk of loss per reinsurance. Therefore, Standard Casualty'sour risk of loss is limited to $125,000$150,000 per claim on typical policies, subject to the reinsurers meeting their obligations. After this limit, amounts are recoverable by Standard Casualty through reinsurance for catastrophic losses in excess of $1.5$2 million per occurrence, up to a maximum of $43.5$55 million in the aggregate.aggregate for that occurrence.
Standard Casualty establishes reserves for claims and claims expense on reported and unreported claims of non-reinsured losses. The following details the activity in the reserve for the three months ended July 3, 2021 and June 27, 2020 (in thousands): | | | | | | | | | | | |
| Three Months Ended |
| July 3, 2021 | | June 27, 2020 |
Balance at beginning of period | $ | 7,451 | | | $ | 5,582 | |
Net incurred losses during the year | 7,975 | | | 5,982 | |
Net claim payments during the year | (7,078) | | | (4,834) | |
Balance at end of period | $ | 8,348 | | | $ | 6,730 | |
15.14. Commitments and Contingencies
Repurchase Contingencies. The Company isWe are contingently liable under terms of repurchase agreements with financial institutions providing inventory financing forto independent distributors of itsour products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to distributors in the event of default by the distributor.
The maximum amount for which the Company waswe were liable under such agreements approximated $77.6$80.9 million and $79.3$74.2 million at September 26, 2020July 3, 2021 and March 28, 2020,April 3, 2021, respectively, without reduction for the resale value of the homes. The Company applies ASC 460,homes that are repurchased. We Guarantees, and ASC 450-20, Loss Contingencies, to account for its liability for repurchase commitments. The Company had a reserve for repurchase commitments of $2.5 million and $2.7$2.3 million at September 26, 2020July 3, 2021 and March 28, 2020, respectively.
Letter of Credit. To secure certain reinsurance contracts, Standard Casualty maintained an irrevocable letter of credit of $11.0 million to provide assurance that Standard Casualty would fulfill its reinsurance obligations. The letter of credit was released on July 11, 2020.April 3, 2021.
Construction-Period Mortgages. CountryPlace fundsWe fund construction-period mortgages through periodic advances during home construction. At the time of initial funding, CountryPlace commitswe commit to fully fund the loan contract in accordance with a predetermined schedule. Subsequent advances are contingent upon the performance of contractual obligations by the seller of the home and the borrower. Cumulative advances on construction-period mortgages are carried on the Consolidated Balance Sheets at the amount advanced less a valuation allowance and are included in Consumer loans receivable, net. The total loan contract amount, less cumulative advances, represents an off-balance sheet contingent commitment of CountryPlace to fund future advances.
Loan contracts with off-balance sheet commitments are summarized below (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
Construction loan contract amount | Construction loan contract amount | $ | 39,094 | | | $ | 31,136 | | Construction loan contract amount | $ | 28,204 | | | $ | 37,628 | |
Cumulative advances | Cumulative advances | (14,063) | | | (13,400) | | Cumulative advances | (10,479) | | | (13,801) | |
| | $ | 25,031 | | | $ | 17,736 | | | $ | 17,725 | | | $ | 23,827 | |
Representations and Warranties of Mortgages Sold. CountryPlace sells We sell loans to Government-Sponsored Enterprises ("GSEs") and whole-loan purchasers and financesfinance certain loans with long-term credit facilities secured by the respective loans. In connection with these activities, CountryPlace provideswe provide to the GSEs and whole-loan purchasers and lenders representations and warranties related to the loans sold or financed. Upon a breach of a representation, CountryPlacewe may be required to repurchaserepurchase the loan or to indemnify a party for incurred losses. The Company maintainsWe maintain a reserve for these contingent repurchase and indemnification obligations.obligations. This reserve of $1.3 million as of September 26, 2020July 3, 2021 and $1.0$1.2 million as of March 28, 2020,April 3, 2021, included in Accrued expenses and other current liabilities, reflects management's estimate of probable loss. During the six months ended September 26, 2020, noThere were 0 claim requestrequests that resulted in the execution of an indemnification agreement or in the repurchase of a loan.loan during the three months ended July 3, 2021.
Interest Rate Lock Commitments. In originating loans for sale, CountryPlace issueswe issue interest rate lock commitments ("IRLCs") to prospective borrowers. These IRLCs represent an agreement to extend credit to a loan applicant, whereby the interest rate on the loan is set prior to loan closing or sale. These IRLCs bind the Companyus to fund the approved loan at the specified rate regardless of whether interest rates or market prices for similar loans have changed between the commitment date and the closing date.
As of September 26, 2020, CountryPlaceJuly 3, 2021, we had outstanding IRLCs with a notional amount of $23.2$32.1 million which are recorded at fair value and recognized a gain of $47,000 in accordance with ASC 815,the Derivatives2022first quarter and Hedginga . During the three months ended September 26, 2020 and September 28, 2019, the Company recognized losses of $19,000 and $2,000, respectively, on outstanding IRLCs. During the six months ended September 26, 2020 and September 28, 2019, the Company recognized lossesloss of $144,000 and $3,000$125,000 in the 2021, respectively, on outstanding IRLCs.first quarter.
Forward Sales Commitments. CountryPlace managesWe manage the risk profiles of a portion of itsthe outstanding IRLCs and mortgage loans held for sale by entering into forward sales of mortgage-backed securities ("MBS") and whole loan sale commitments.commitments (collectively "Commitments"). As of September 26, 2020, CountryPlaceJuly 3, 2021, we had $58.8$42.9 million in outstanding notional forward salesCommitments and recognized a non-cash loss of MBSs and forward sales commitments. Commitments for forward sales of whole loans are typically in an amount proportionate with the amount of IRLCs expected to close in particular time frames, assuming no change in mortgage interest rates, for the respective loan products intended for whole loan sale.
The estimated fair values of forward sales of MBS and whole loan sale commitments are based on quoted market values and are recorded within Prepaid expenses and other current assets$347,000 in the Consolidated Balance Sheets. During the three months ended September 26, 2020 and September 28, 2019, the Company recognized gains of $118,000 and $49,0002022 on forward salesfirst quarter and gain of MBS and whole loan sale commitments, respectively. During$1.0 million in the six months ended September 26, 2020 and September 28, 2019, the Company recognized gains of $1.1 million and $84,0002021 on forward sales of MBS and whole loan sale commitments, respectively.first quarter.
Legal Matters.Since 2018, the Company haswe have been cooperating with an investigation by the enforcement staff of the SEC's Los Angeles Regional Office regarding securities trading in personal and Company accounts directed by the Company'sCompany's former Chief Executive Officer, Joseph Stegmayer. The Audit Committee of the Board conducted an internal investigation led by independent legal counsel and other advisers and, following the completion of its workAs previously disclosed, in early 2019, the Audit Committee shared the results of its work with the Company's auditors, listing exchange and the SEC staff. The Company has also made documents and personnel available toNovember 2020, the SEC staff andissued a Wells Notice to Cavco stating that the staff intends to continue cooperating with its investigation. The Company has been exploring the possibility of a settlementrecommend an enforcement action against us in connection with the SEC staff, but atinvestigation. While we cannot predict with certainty the resolution of this time, the Company is unablematter, we do not expect it to estimate the amount ofhave a potential loss, if any.material adverse effect on our Consolidated Financial Statements.
Joseph D. Robles v. Cavco Industries, Inc., was filed in the Superior Court for the State of California, Riverside on June 25, 2019 and Malik Griffin v. Fleetwood Homes, Inc., was filed in the Superior Court for the State of California, San Bernardino on September 19, 2019, seeking recovery on behalf of a putative class of current and former hourly employees for certain alleged wage-and-hour violations including, among other things: (i) alleged failure to comply with certain wage statement formatting requirements; (ii) alleged failure to compensate employees for straight-time and overtime hours worked; and (iii) alleged failure to provide employees with all requisite work breaks. All parties have agreed to jointly mediate both cases. The mediation is currently scheduled for January 27, 2021.
The Company isWe are party to certain other lawsuits in the ordinary course of business. Based on management's present knowledge of the facts and, (inin certain cases)cases, advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on the Company'sour consolidated financial position, liquidity or results of operations after taking into account any existing reserves, which reserves are included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. However, future events or circumstances that may currently be unknown to management will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on the Company'sour consolidated financial position, liquidity or results of operations in any future reporting periods.
15. Stockholders' Equity
The following table represents changes in stockholders' equity during the three months ended July 3, 2021 (dollars in thousands):
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| | | | | Treasury Stock | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive income | | Total |
| Common Stock | | | | | |
| Shares | | Amount | | | | | |
Balance, April 3, 2021 | 9,241,256 | | | $ | 92 | | | $ | (1,441) | | | $ | 253,835 | | | $ | 431,057 | | | $ | 97 | | | $ | 683,640 | |
Net income | — | | | 0 | | | 0 | | | 0 | | | 27,046 | | | 0 | | | 27,046 | |
Other comprehensive income, net | — | | | 0 | | | 0 | | | 0 | | | 0 | | | (13) | | | (13) | |
Issuance of common stock under stock incentive plans | 4,465 | | | 0 | | | — | | | 136 | | | 0 | | | 0 | | | 136 | |
Stock-based compensation | — | | | 0 | | | 0 | | | 1,100 | | | 0 | | | 0 | | | 1,100 | |
Common stock repurchases | — | | | — | | | (12,842) | | | — | | | — | | | — | | | (12,842) | |
Balance, July 3, 2021 | 9,245,721 | | | $ | 92 | | | $ | (14,283) | | | $ | 255,071 | | | $ | 458,103 | | | $ | 84 | | | $ | 699,067 | |
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The following table represents changes in stockholders' equity during the three months ended June 27, 2020 (dollars in thousands):
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| | | | | | | Treasury Stock | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive income | | Total |
| Common Stock | | | | | | |
| Shares | | Amount | | | | | | |
Balance, March 28, 2020 | 9,173,242 | | | $ | 92 | | | | | $ | 0 | | | $ | 252,260 | | | $ | 355,144 | | | $ | 90 | | | $ | 607,586 | |
Cumulative effect of implementing ASU 2016-13, net | — | | | 0 | | | | | 0 | | | 0 | | | (733) | | | 0 | | | (733) | |
Net income | — | | | 0 | | | | | 0 | | | 0 | | | 16,674 | | | 0 | | | 16,674 | |
Other comprehensive income, net | — | | | 0 | | | | | 0 | | | 0 | | | 0 | | | 68 | | | 68 | |
Issuance of common stock under stock incentive plans | 3,822 | | | 0 | | | | | 0 | | | (533) | | | 0 | | | 0 | | | (533) | |
Stock-based compensation | — | | | 0 | | | | | 0 | | | 945 | | | 0 | | | 0 | | | 945 | |
Balance, June 27, 2020 | 9,177,064 | | | $ | 92 | | | | | $ | 0 | | | $ | 252,672 | | | $ | 371,085 | | | $ | 158 | | | $ | 624,007 | |
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16. Stockholders' Equity
The following table represents changes in stockholders' equity for each quarterly period during the six months ended September 26, 2020 (dollars in thousands):
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| | | | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive income | | Total |
| Common Stock | | | | |
| Shares | | Amount | | | | |
Balance, March 28, 2020 | 9,173,242 | | | $ | 92 | | | $ | 252,260 | | | $ | 355,144 | | | $ | 90 | | | $ | 607,586 | |
Cumulative effect of implementing ASU 2016-13, net | — | | | 0 | | | 0 | | | (733) | | | 0 | | | (733) | |
Net income | — | | | 0 | | | 0 | | | 16,674 | | | 0 | | | 16,674 | |
Issuance of common stock under stock incentive plans | 3,822 | | | 0 | | | (533) | | | 0 | | | 0 | | | (533) | |
Stock-based compensation | — | | | 0 | | | 945 | | | 0 | | | 0 | | | 945 | |
Other comprehensive income, net | — | | | 0 | | | 0 | | | 0 | | | 68 | | | 68 | |
Balance, June 27, 2020 | 9,177,064 | | | $ | 92 | | | $ | 252,672 | | | $ | 371,085 | | | $ | 158 | | | $ | 624,007 | |
Net income | — | | | 0 | | | 0 | | | 15,049 | | | 0 | | | 15,049 | |
Issuance of common stock under stock incentive plans | 11,098 | | | 0 | | | 522 | | | 0 | | | 0 | | | 522 | |
Stock-based compensation | — | | | 0 | | | 1,103 | | | 0 | | | 0 | | | 1,103 | |
Other comprehensive income, net | — | | | 0 | | | 0 | | | 0 | | | 7 | | | 7 | |
Balance, September 26, 2020 | 9,188,162 | | | $ | 92 | | | $ | 254,297 | | | $ | 386,134 | | | $ | 165 | | | $ | 640,688 | |
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The following table represents changes in stockholders' equity for each quarterly period during the six months ended September 28, 2019 (dollars in thousands):
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| | | | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive income (loss) | | Total |
| Common Stock | | | | |
| Shares | | Amount | | | | |
Balance, March 30, 2019 | 9,098,320 | | | $ | 91 | | | $ | 249,447 | | | $ | 280,078 | | | $ | (28) | | | $ | 529,588 | |
Net income | — | | | 0 | | | 0 | | | 21,282 | | | 0 | | | 21,282 | |
Issuance of common stock under stock incentive plans | 13,304 | | | 0 | | | (1,252) | | | 0 | | | 0 | | | (1,252) | |
Stock-based compensation | — | | | 0 | | | 630 | | | 0 | | | 0 | | | 630 | |
Other comprehensive income, net | — | | | 0 | | | 0 | | | 0 | | | 89 | | | 89 | |
Balance, June 29, 2019 | 9,111,624 | | | $ | 91 | | | $ | 248,825 | | | $ | 301,360 | | | $ | 61 | | | $ | 550,337 | |
Net income | — | | | 0 | | | 0 | | | 20,885 | | | 0 | | | 20,885 | |
Issuance of common stock under stock incentive plans | 15,842 | | | 0 | | | 941 | | | 0 | | | 0 | | | 941 | |
Stock-based compensation | — | | | 0 | | | 818 | | | 0 | | | 0 | | | 818 | |
Other comprehensive loss, net | — | | | 0 | | | 0 | | | 0 | | | 23 | | | 23 | |
Balance, September 28, 2019 | 9,127,466 | | | $ | 91 | | | $ | 250,584 | | | $ | 322,245 | | | $ | 84 | | | $ | 573,004 | |
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17. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (dollars in thousands, except per share amounts):
| | | Three Months Ended | | Six Months Ended | | | Three Months Ended |
| | September 26, 2020 | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 | | | July 3, 2021 | | June 27, 2020 |
Net income | Net income | $ | 15,049 | | | $ | 20,885 | | | $ | 31,723 | | | $ | 42,167 | | Net income | | $ | 27,046 | | | $ | 16,674 | |
Weighted average shares outstanding: | | | | | | | | |
Weighted average shares outstanding | | Weighted average shares outstanding | | | | |
Basic | Basic | 9,182,945 | | | 9,119,835 | | | 9,178,609 | | | 9,111,260 | | Basic | | 9,198,229 | | | 9,174,182 | |
Effect of dilutive securities | Effect of dilutive securities | 112,464 | | | 146,250 | | | 101,471 | | | 130,574 | | Effect of dilutive securities | | 78,300 | | | 90,479 | |
Diluted | Diluted | 9,295,409 | | | 9,266,085 | | | 9,280,080 | | | 9,241,834 | | Diluted | | 9,276,529 | | | 9,264,661 | |
Net income per share: | | | | | | | | |
Net income per share | | Net income per share | | | | |
Basic | Basic | $ | 1.64 | | | $ | 2.29 | | | $ | 3.46 | | | $ | 4.63 | | Basic | | $ | 2.94 | | | $ | 1.82 | |
Diluted | Diluted | $ | 1.62 | | | $ | 2.25 | | | $ | 3.42 | | | $ | 4.56 | | Diluted | | $ | 2.92 | | | $ | 1.80 | |
Anti-dilutiveThere were 8,366 anti-dilutive common stock equivalents excluded from the computation of diluted earnings per share for the three months ended September 26, 2020July 3, 2021 and September 28, 2019 were 20,582 and 22,536, respectively. Anti-dilutive common stock equivalents excluded from the computation of diluted earnings per share for the six months ended September 26, 2020 and September 28, 2019 were 30,182 and 42,401, respectively. In addition, 14,405 and 11,450outstanding restricted share awards were excluded from the calculation of diluted earnings per share39,996 for the three and six months ended September 26, 2020 and September 28, 2019, respectively, because the underlying performance criteria had not yet been met.
18.17. Fair Value Measurements
The book value and estimated fair value of the Company'sour financial instruments were as follows (in thousands):
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
| | Book Value | | Estimated Fair Value | | Book Value | | Estimated Fair Value | | Book Value | | Estimated Fair Value | | Book Value | | Estimated Fair Value |
Available-for-sale debt securities | Available-for-sale debt securities | $ | 12,676 | | | $ | 12,676 | | | $ | 14,774 | | | $ | 14,774 | | Available-for-sale debt securities | $ | 17,962 | | | $ | 17,962 | | | $ | 14,946 | | | $ | 14,946 | |
Marketable equity securities | Marketable equity securities | 12,791 | | | 12,791 | | | 9,829 | | | 9,829 | | Marketable equity securities | 17,550 | | | 17,550 | | | 17,600 | | | 17,600 | |
Non-marketable equity investments | Non-marketable equity investments | 21,400 | | | 21,400 | | | 21,536 | | | 21,536 | | Non-marketable equity investments | 22,429 | | | 22,429 | | | 21,960 | | | 21,960 | |
Consumer loans receivable | Consumer loans receivable | 81,840 | | | 98,045 | | | 82,304 | | | 97,395 | | Consumer loans receivable | 67,524 | | | 76,466 | | | 74,798 | | | 86,209 | |
Interest rate lock commitment derivatives | 21 | | | 21 | | | 164 | | | 164 | | |
Forward loan sale commitment derivatives | 123 | | | 123 | | | (1,011) | | | (1,011) | | |
| Commercial loans receivable | Commercial loans receivable | 41,478 | | | 41,144 | | | 46,565 | | | 46,819 | | Commercial loans receivable | 44,588 | | | 42,586 | | | 44,314 | | | 42,379 | |
Securitized financings and other | (14,051) | | | (13,638) | | | (14,953) | | | (15,592) | | |
Secured financings other | | Secured financings other | (11,749) | | | (11,810) | | | (12,186) | | | (12,340) | |
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See Note 19, Fair Value Measurements and the Fair Value of Financial Instruments caption in Note 1, Summary of Significant Accounting Policies in the Form 10-K for more information on the methodologies the Company useswe use in determining fair value.
Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):
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| September 26, 2020 |
| Total | | Level 1 | | Level 2 | | Level 3 |
| | | | | | | |
Residential mortgage-backed securities (1) | $ | 3,641 | | | $ | 0 | | | $ | 3,641 | | | $ | 0 | |
State and political subdivision debt securities (1) | 4,278 | | | 0 | | | 4,278 | | | 0 | |
Corporate debt securities (1) | 4,757 | | | 0 | | | 4,757 | | | 0 | |
Marketable equity securities (2) | 12,791 | | | 12,791 | | | 0 | | | 0 | |
Interest rate lock commitment derivatives (3) | 21 | | | 0 | | | 0 | | | 21 | |
Forward loan sale commitment derivatives (3) | 123 | | | 0 | | | 0 | | | 123 | |
Mortgage servicing rights (4) | 1,058 | | | 0 | | | 0 | | | 1,058 | |
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| March 28, 2020 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Residential mortgage-backed securities (1) | $ | 5,443 | | | $ | 0 | | | $ | 5,443 | | | $ | 0 | |
State and political subdivision debt securities (1) | 4,370 | | | 0 | | | 4,370 | | | 0 | |
Corporate debt securities (1) | 4,961 | | | 0 | | | 4,961 | | | 0 | |
Marketable equity securities (2) | 9,829 | | | 9,829 | | | 0 | | | 0 | |
Interest rate lock commitment derivatives (3) | 164 | | | 0 | | | 0 | | | 164 | |
Forward loan sale commitment derivatives (3) | (1,011) | | | 0 | | | 0 | | | (1,011) | |
Mortgage servicing rights (4) | 1,225 | | | 0 | | | 0 | | | 1,225 | |
(1)Unrealized gains or losses on investments are recorded in Accumulated other comprehensive income at each measurement date.
(2)Unrealized gains or losses on investments are recorded in earnings at each measurement date.
(3)Gains or losses on derivatives are recorded in earnings through Cost of sales.
(4)Changes in the fair value of mortgage servicing rights are recorded in earnings through Net revenue.
NaN transfers between Level 1, Level 2 or Level 3 occurred during the six months ended September 26, 2020.
Financial instruments for which fair value is disclosed but not required to be recognized in the balance sheet on a recurring basis are summarized below (in thousands):
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| September 26, 2020 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Loans held for investment | $ | 64,043 | | | $ | 0 | | | $ | 0 | | | $ | 64,043 | |
Loans held for sale | 19,939 | | | 0 | | | 0 | | | 19,939 | |
Construction advances | 14,063 | | | 0 | | | 0 | | | 14,063 | |
Commercial loans receivable | 41,144 | | | 0 | | | 0 | | | 41,144 | |
Securitized financings and other | (13,638) | | | 0 | | | (13,638) | | | 0 | |
Non-marketable equity investments | 21,400 | | | 0 | | | 0 | | | 21,400 | |
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| March 28, 2020 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Loans held for investment | $ | 68,503 | | | $ | 0 | | | $ | 0 | | | $ | 68,503 | |
Loans held for sale | 15,492 | | | 0 | | | 0 | | | 15,492 | |
Construction advances | 13,400 | | | 0 | | | 0 | | | 13,400 | |
Commercial loans receivable | 46,819 | | | 0 | | | 0 | | | 46,819 | |
Securitized financings and other | (15,592) | | | 0 | | | (15,592) | | | 0 | |
Non-marketable equity investments | 21,536 | | | 0 | | | 0 | | | 21,536 | |
NaN impairment charges were recorded during the six months ended September 26, 2020.
Mortgage Servicing. Mortgage Servicing Rights ("MSRs") are the rights to receive a portion of the interest coupon and fees collected from the mortgagors for performing specified mortgage servicing activities, which consist of collecting loan payments, remitting principal and interest payments to investors, managing escrow accounts, performing loss mitigation activities on behalf of investors and otherwise administering the loan servicing portfolio.activities. MSRs are initially recorded at fair value. Changes in fair value subsequent to the initial capitalization are recorded in earnings.
| | | September 26, 2020 | | March 28, 2020 | | July 3, 2021 | | April 3, 2021 |
Number of loans serviced with MSRs | Number of loans serviced with MSRs | 4,671 | | | 4,688 | | Number of loans serviced with MSRs | 4,614 | | | 4,647 | |
Weighted average servicing fee (basis points) | Weighted average servicing fee (basis points) | 31.81 | | | 31.12 | | Weighted average servicing fee (basis points) | 33.86 | | | 33.57 | |
Capitalized servicing multiple | Capitalized servicing multiple | 56.49 | % | | 67.19 | % | Capitalized servicing multiple | 67.3 | % | | 45.9 | % |
Capitalized servicing rate (basis points) | Capitalized servicing rate (basis points) | 17.97 | | | 20.91 | | Capitalized servicing rate (basis points) | 22.78 | | | 15.42 | |
Serviced portfolio with MSRs (in thousands) | Serviced portfolio with MSRs (in thousands) | $ | 588,955 | | | $ | 585,777 | | Serviced portfolio with MSRs (in thousands) | $ | 594,373 | | | $ | 593,939 | |
Mortgage servicing rights (in thousands) | $ | 1,058 | | | $ | 1,225 | | |
MSRs (in thousands) | | MSRs (in thousands) | $ | 1,354 | | | $ | 916 | |
19.18. Related Party Transactions
The Company hasWe have non-marketable equity investments in other distribution operations outside of Company-owned retail locations.stores. In the ordinary course of business, the Company sellswe sell homes and lendslend to certain of these operations through itsour commercial lending programs. For the three months ended September 26,July 3, 2021 and June 27, 2020, and September 28, 2019, the total amount of sales to related parties was $10.3$14.8 million and $10.4 million, respectively. For the six months ended September 26, 2020 and September 28, 2019, the total amount of sales to related parties was $23.0 millionand$23.812.7 million, respectively. As of September 26, 2020,July 3, 2021, receivables from related parties included $2.9$4.3 million of accounts receivable and $7.3$6.8 million of commercial loans outstanding. As of March 28, 2020,April 3, 2021, receivables from related parties included $1.7included $4.7 million of accounts receivable and $8.2$9.5 million of commercial loans outstanding.
20. Acquisition of Destiny Homes
On August 2, 2019, the Company purchased certain manufactured housing assets and assumed certain liabilities of Destiny Homes, which operates one manufacturing facility located in Moultrie, Georgia and produces and distributes manufactured and modular homes through a network of independent retailers in the Southeastern United States, further expanding the Company's reach. The Company finalized the purchase price allocation and has not made any purchase accounting adjustments during fiscal year 2021.
Pro Forma Impact of Acquisition. The following table presents supplemental pro forma information as if the acquisition of Destiny Homes had occurred on March 31, 2019 (in thousands, except per share data):
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| Three Months Ended | | Six Months Ended |
| September 26, 2020 | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 |
Net revenue | $ | 257,976 | | | $ | 270,239 | | | $ | 512,777 | | | $ | 543,951 | |
Net income | 15,049 | | | 21,165 | | | 31,723 | | | 43,807 | |
Diluted net income per share | 1.62 | | | 2.28 | | | 3.42 | | | 4.74 | |
21.19. Business Segment Information
The Company operatesWe operate principally in 2 segments: (1) factory-built housing, which includes wholesale and retail systems-builtfactory-built housing operations and (2) financial services, which includes manufactured housing consumer finance and insurance. The following table details Net revenue and Income before income taxesprovides selected financial data by segment (in thousands):
| | | Three Months Ended | | Six Months Ended | | | Three Months Ended |
| | September 26, 2020 | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 | | | July 3, 2021 | | June 27, 2020 |
Net revenue: | | | | | | | | |
Net revenue | | Net revenue | | | | |
Factory-built housing | Factory-built housing | $ | 240,967 | | | $ | 252,690 | | | $ | 479,057 | | | $ | 501,458 | | Factory-built housing | | $ | 312,283 | | | $ | 238,090 | |
Financial services | Financial services | 17,009 | | | 15,985 | | | 33,720 | | | 31,259 | | Financial services | | 18,139 | | | 16,711 | |
| | $ | 257,976 | | | $ | 268,675 | | | $ | 512,777 | | | $ | 532,717 | | | | $ | 330,422 | | | $ | 254,801 | |
| Income before income taxes: | | |
Income before income taxes | | Income before income taxes | | |
Factory-built housing | Factory-built housing | $ | 17,452 | | | $ | 22,463 | | | $ | 35,902 | | | $ | 46,776 | | Factory-built housing | | $ | 33,559 | | | $ | 18,450 | |
Financial services | Financial services | 2,144 | | | 4,792 | | | 5,374 | | | 7,841 | | Financial services | | 1,919 | | | 3,230 | |
| | $ | 19,596 | | | $ | 27,255 | | | $ | 41,276 | | | $ | 54,617 | | | | $ | 35,478 | | | $ | 21,680 | |
20. Subsequent Event
On July 23, 2021, we entered into an agreement to acquire the business and certain assets and liabilities of The Commodore Corporation ("Commodore"), including its 6 manufacturing and 2 retail locations. Commodore is the largest private independent builder of manufactured and modular housing in the United States, operating under a variety of strong brand names. Commodore operates across the Northeast, Midwest and Mid-Atlantic regions, with wholly owned retail stores. In addition to manufacturing, Commodore also has a commercial lending portfolio with its dealers that we will acquire and continue. For the last 12 months ended March 31, 2021, Commodore generated net sales of approximately $258 million and sold over 6,600 modules, equating to over 3,700 homes.
The purchase price totals $153 million, before certain adjustments that will be determined upon close of the transaction. The estimated cash outlay is $140 million after adjustments and including transaction fees. We expect to fund the acquisition entirely with cash on hand. The transaction is expected to close in our third quarter of fiscal year 2022, subject to applicable regulatory approvals and satisfaction of certain customary conditions.
22. Subsequent Events
On October 27, 2020, the Company’s Board of Directors approved a $100 million stock repurchase program that may be used to purchase its outstanding common stock. This program replaces a previously standing $10 million authorization, which is now canceled.
The purchases may be made in the open market or one or more privately negotiated transactions in compliance with applicable securities laws and other legal requirements. The actual timing, number and value of shares repurchased under the program will be determined by the Company in its discretion and will depend on a number of factors, including market conditions, applicable legal requirements and other strategic capital needs and opportunities. The plan does not obligate Cavco to acquire any particular amount of common stock and may be suspended or discontinued at any time.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Statements in this Report on Form 10-Q include "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often characterized by the use of words such as "believes," "estimates," "expects," "projects," "may," "will," "intends," "plans," or "anticipates," or by discussions of strategy, plans or intentions. Forward-looking statements are typically included, for example, in discussions regarding the manufactured housing and site-built housing industries; the Company'sour financial performance and operating results; the expected effect of certain risks and uncertainties on the Company'sour business, financial condition and results of operations; economic conditions and consumer confidence; operational and legal risks; how the Company may be affected by the novel coronavirus COVID-19 pandemic ("COVID-19") pandemic;or any other pandemic or outbreak; governmental regulations and legal proceedings; the availability of favorable consumer and wholesale manufactured home financing; market interest rates and Company investments and the ultimate outcome of the Company'sour commitments and contingencies. Forward-looking statements contained in this Report on Form 10-Q speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. The Company doesWe do not intend to publicly update or revise any forward-looking statement contained in this Report on Form 10-Q or in any document incorporated herein by reference to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
Forward-looking statements involve risks, uncertainties and other factors that may cause the Company'sour actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, many of which are beyond our control. To the extent that the Company'sour assumptions and expectations differ from actual results, the Company'sour ability to meet such forward-looking statements, including the ability to generate positive cash flow from operations, may be significantly hindered. Factors that could affect the Company'sour results and cause them to materially differ from those contained in the forward-looking statements include, without limitation, those discussed in Risk Factors in Part I, Item 1A of the Company's 2020our 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("Form 10-K"), which Risk Factors are incorporated herein..
Introduction
The following should be read in conjunction with Cavco Industries, Inc. and its subsidiaries' (collectively, "we," "us," "our," the "Company" or "Cavco") Consolidated Financial Statements and the related Notes that appear in Item 1 of this Report. References to "Note" or "Notes" pertain to the Notes to the Company'sour Consolidated Financial Statements.
Company Overview
Headquartered in Phoenix, Arizona, the Company designswe design and producesproduce factory-built homeshousing products primarily distributed through a network of independent and Company-owned retailers, planned community operators and residential developers. The Company isWe are one of the largest producers of manufactured homes in the United States, based on reported wholesale shipments, marketed under a variety of brand names including Cavco, Fleetwood, Palm Harbor, Fairmont, Friendship, Chariot Eagle and Destiny. The Company isWe are also one of the leading producers of park model RVs, vacation cabins and systems-builtfactory-built commercial structures, as well as modular homes built primarily under the Nationwide Homes brand. Cavco'sOur finance subsidiary, CountryPlace Acceptance Corp. ("CountryPlace"), is an approved Federal National Mortgage Association and Federal Home Loan Mortgage Corporation ("Freddie Mac") seller/servicer and a Government National Mortgage Association ("Ginnie Mae") mortgage-backed securities issuer that offers conforming mortgages, non-conforming mortgages and home-only loans to purchasers of factory-built homes. Cavco'sOur insurance subsidiary, Standard Casualty Co.Company ("Standard Casualty"), provides property and casualty insurance to owners of manufactured homes.
The Company operatesWe operate 20 homebuilding production lines located in Millersburg and Woodburn, Oregon; Nampa, Idaho; Riverside, California; Phoenix and Goodyear, Arizona; Austin, Fort Worth, Seguin and Waco, Texas; Montevideo, Minnesota; Nappanee, Indiana; Lafayette, Tennessee; Martinsville and Rocky Mount, Virginia; Douglas and Moultrie, Georgia; and Ocala and Plant City, Florida. The majority of the homes produced are sold to, and distributed by, independently owned and controlled retail operations located throughout the United States and Canada. In addition, the Company'sour homes are sold through 40 Company-owned U.S. retail locations.
In April 2020, the Company shut down production and closed its Lexington, Mississippi manufacturing facility, finalizing production in June 2020. However, the Company remains available to serve wholesale customers previously served by the Lexington facility from its other production lines in the southeast. The production facility has been placed on the market for sale.
Company and Industry Outlook
According to data reported by the Manufactured Housing Institute, industry home shipments decreased 1.4%increased 14.9% for the first 85 months of calendar year 20202021 compared to the same period in the prior year.year, which was impacted by shutdowns related to COVID-19. However, we did not experience any significant factory shutdowns in the prior year period like some other industry participants did.
The industry offers solutions to the affordable housing crisis.crisis and these industry shipment numbers do not represent demand; instead, they represent the industry's ability to produce in the current environment. The average price per square foot for a manufactured home is lower than a site-built home. Also, based on the relatively low cost associated with manufactured home ownership, the Company'sour products have traditionally competed with rental housing's monthly payment affordability. With respect to the general rise in demand for rental housing, during fiscal year 2020, the Company realized a larger proportion of orders and interest from developers and community owners for new manufactured homes intended for use as rental homes, alternative dwelling units and seasonal living.
The two largest manufactured housing consumer demographics, young adults and those who are age 55 and older, are both growing. "First-timeFirst-time" and "move-up" buyers of affordable homes are historically among the largest segments of new manufactured home purchasers. Included in this group are lower-income households that may be limited in their ability to qualify for a new home loanare particularly affected by their particularperiods of low employment statusrates and down payment capability.underemployment. Consumer confidence as an indicator of retirement security, is especially important among manufactured home buyers interested in our products for seasonal or retirement living.
The Company seeksWe seek out niche market opportunities where itsour diverse product lines and custom building capabilities provide a competitive advantage. Our green building initiatives involve the creation of an energy efficient envelope and higher utilization of renewable materials. These homes provide environmentally-friendly maintenance requirements, typically lower utility costs and sustainability.
The Company maintainsWe maintain a conservative cost structure in an effort to build added value into itsour homes and has workedwe work diligently to maintain a solid financial position. TheOur balance sheet strength, including the position in cash and cash equivalents, helps avoid liquidity problems and enable the Companyenables us to act effectively as market opportunities or challenges present themselves.
The Company continuesWe continue to make certain commercial loan programs available to members of the Company's independentour wholesale distribution chain. Under these programs, the Company provides a significant amount of the funds that independent financiers then lend to distributors to finance retail inventories of its products. In addition, the Company has entered into direct commercial loan arrangements, with distributors, communities and developers under which the Company provideswe provide funds for financing homesfinanced home purchases by distributors, community owners and developers (see Note 7 to the Consolidated Financial Statements). The Company'sOur involvement in commercial loans helps to increase the availability of manufactured home financing to distributors, communitiescommunity owners and developers. Participation in wholesale financing is helpful to these customersdevelopers and provides additional opportunity for product exposure to potential home buyers. TheseWhile these initiatives support the Company'sour ongoing efforts to expand product distribution. However, these initiatives dodistribution, they expose the Companyus to risks associated with the creditworthiness of this customer base and the Company'sour inventory financing partners. The Company has included considerations related to the COVID-19 pandemic when assessing its risks of loan loss and setting reserve amounts for its commercial finance portfolio.
The lack of an efficient secondary market for manufactured home-only loans and the limited number of institutions providing such loans results in higher borrowing costs for home-only loans and continues to constrain industry growth. The Company is workingWe work directly with other industry participants to develop secondary market opportunities for manufactured home-only loan portfolios and expand lending availability in the industry. Additionally, the Company continueswe continue to invest in community-based lending initiatives that provide home-only financing to new residents of certain manufactured home communities. Our mortgage subsidiaryWe also developsdevelop and investsinvest in home-only lending programs to grow sales of homes through traditional distribution points. The Company believesWe believe that growing itsour investment and participation in home-only lending may provide additional sales growth opportunities for theour financial services segment, as well as provide a means that could lead to increased home sales for itsour factory-built housing operations.
COVID-19 Impact and Strategy
In March 2020, the World Health Organization declared COVID-19 a global pandemic. As the business was considered essential, the Company continued to operate substantially all of its homebuilding and retail sales facilities while working to follow COVID-19 health guidelines. The Company has worked to minimize exposure and transmission risks by implementing enhanced facility cleaning, social distancing and related protocols while continuing to serve its customers. Operational efficiencies have declined from adjusting home production processes to comply with health guidelines, managinghiring challenges, higher and largely unpredictable factory employee absenteeism limited new-hire availability and certainother inefficiencies from building material supply shortages. Accordingly, the Company'sour total average plant capacity utilization rate was approximately 65%75% during the secondfirst fiscal quarter of 2021, ending the2022, which remains consistent with that of our fourth quarter at approximately 70%. This is lower than pre-pandemic levels of more than 80%.fiscal 2021.
Sales order activity has continued to improveremained exceptionally strong during the secondfirst fiscal quarter of 2021 to the point where home sales order rates were2022 and was nearly 65%50% higher than the comparable prior year quarter. Increased order volume is the result of a higher number of well-qualified home buyers making purchase decisions, supported by reduced home loan interest rates. Increased orders outpaced the challenging production environment during the quarter, raising order backlogs 134% to $321$792 million at September 26, 2020,July 3, 2021, up 31.3% compared to $137$603 million at September 28, 2019April 3, 2021 and up 404.5% compared to $157 million at June 27, 2020. The backlog ofBacklog excludes home orders excludes orders that have been paused or canceled at the request of the customer. Distributors
Key housing building materials include wood and wood products, gypsum wallboard, steel, windows, appliances, insulation and other petroleum-based products. Pricing and availability of certain raw materials have recently been volatile due to a number of factors in the current environment. We continue to monitor and react to inflation in these materials by maintaining a focus on our product pricing in response to higher materials costs, but such increases may cancel orders priorlag behind the escalation of such costs. Availability of these products has not caused a production halt in the current period, but we have experienced periodic shutdowns in other periods and shortages of primary building materials have caused production inefficiencies as we have needed to change processes in response to the delay in materials.
While it is difficult to predict the future of housing demand, employee availability, supply chain and Company performance and operations, maintaining an appropriately sized and well-trained workforce is key to increasing production without penalty. Afterto meet increased demand, and we face challenges in overcoming labor-related difficulties in the current environment to increase home production. We continually review the wage rates of our production employees, and have established other monetary incentive and benefit programs, with a goal of a particular home has commenced,providing competitive compensation. We also provide leadership training to new managers and other employees in supervisory roles to enhance communication and improve the order becomes non-cancelableoversight and motivation of other employees, more extensively use online recruiting tools, update our recruitment brochures and improve the distributor is obligatedappearance and appeal of our manufacturing facilities to take deliveryimprove the recruitment and retention of qualified production employees and reduce annualized turnover rates. Regardless, we believe our ability to recruit the home. Accordingly, until production of a particular home has commenced,workforce we do not consider order backlogneed to be firm orders.meet the overall need for affordable housing continues to improve.
TheIn the financial services segment, has also maintained operations since the onset of the COVID-19 pandemic, largely through the implementation of work-from-home solutions. In addition to accepting and processing new applications for home loans and insurance policies, the financial services operationswe continue to assist customers in need and serviceby servicing existing loans and insurance policies whileand complying with state and federal regulations regarding loan forbearance, home foreclosures and policy cancellations. Because of these economic conditions, loan loss reserves were increased at the end of fiscal year 2020 and continue to be adjusted as considered appropriate.
Certain loans serviced by CountryPlace for investors expose the Companyus to cash flow decreasesdeficits if customers do not make contractual monthly payments of principal and interest in a timely manner. Our primary investor,For certain loans serviced for Ginnie Mae and Freddie Mac, and home-only loans serviced for certain other investors, we must remit scheduled monthly principal and/or interest payments and principal curtailments regardless of whether monthly mortgage payments are collected from borrowers. Ginnie Mae permits cash obligations on loans in forbearance from COVID-19 to be offset by other incoming cash flows from loans such as loan pre-payments. WhileAlthough monthly collections of principal and interest from borrowers has normallyhave exceeded scheduled principal and interest payments owed to investors, thismandatory extended forbearance under the Coronavirus Aid, Relief and Economic Security Act and certain other regulations related to COVID-19 could be negatively impacted given various state and local emergency ordersimpact cash obligations in light of COVID-19.the future.
It is difficult to predict the future impacts of the COVID-19 pandemic on housing demand, employee availability, supply chain and Company performance and operations. The Company continues to focus on developing order volume growth opportunities by working to improve its production capabilities and adjusting product offerings. The Company strives to balance the production levels and workforce size with the demand for its product offerings to maximize efficiencies. The Company continually reviews wage rates of its production employees and has established other monetary incentive programs to ensure competitive compensation. The Company is also working to more extensively use on-line recruiting tools, update recruitment brochures and improve the appearance and appeal of its manufacturing facilities in order to improve the recruitment and retention of qualified production employees and reduce annualized turnover rates. Maintaining an appropriately sized and well-trained workforce is key to increasing production to meet increased demand. The Company faces a major challenge in overcoming labor-related difficulties in the COVID-19 environment to increase home production.
Results of Operations
Net Revenue.
| | | Three Months Ended | | | Three Months Ended | |
($ in thousands, except homes sold and revenue per home sold) | September 26, 2020 | | September 28, 2019 | | Change | | % Change | |
Net revenue: | | | | | | | | |
($ in thousands, except revenue per home sold) | | ($ in thousands, except revenue per home sold) | July 3, 2021 | | June 27, 2020 | | Change |
Factory-built housing | Factory-built housing | $ | 240,967 | | | $ | 252,690 | | | $ | (11,723) | | | (4.6) | % | Factory-built housing | $ | 312,283 | | | $ | 238,090 | | | $ | 74,193 | | | 31.2 | % |
Financial services | Financial services | 17,009 | | | 15,985 | | | 1,024 | | | 6.4 | % | Financial services | 18,139 | | | 16,711 | | | 1,428 | | | 8.5 | % |
| | $ | 257,976 | | | $ | 268,675 | | | $ | (10,699) | | | (4.0) | % | | $ | 330,422 | | | $ | 254,801 | | | $ | 75,621 | | | 29.7 | % |
| | Total homes sold | 3,427 | | | 3,781 | | | (354) | | | (9.4) | % | |
| Factory-built homes sold | | Factory-built homes sold | | | | | | |
by Company-owned retail sales centers | | by Company-owned retail sales centers | 723 | | | 752 | | | (29) | | (3.9) | % |
to independent retailers, builders, communities & developers | | to independent retailers, builders, communities & developers | 2,977 | | | 2,597 | | | 380 | | | 14.6 | % |
| | | 3,700 | | | 3,349 | | | 351 | | | 10.5 | % |
Net factory-built housing revenue per home sold | Net factory-built housing revenue per home sold | $ | 70,314 | | | $ | 66,832 | | | $ | 3,482 | | | 5.2 | % | Net factory-built housing revenue per home sold | $ | 84,401 | | | $ | 71,093 | | | $ | 13,308 | | | 18.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended | | | | |
($ in thousands, except homes sold and revenue per home sold) | September 26, 2020 | | September 28, 2019 | | Change | | % Change |
Net revenue: | | | | | | | |
Factory-built housing | $ | 479,057 | | | $ | 501,458 | | | $ | (22,401) | | | (4.5) | % |
Financial services | 33,720 | | | 31,259 | | | 2,461 | | | 7.9 | % |
| $ | 512,777 | | | $ | 532,717 | | | $ | (19,940) | | | (3.7) | % |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total homes sold | 6,776 | | | 7,588 | | | (812) | | | (10.7) | % |
| | | | | | | |
Net factory-built housing revenue per home sold | $ | 70,699 | | | $ | 66,086 | | | $ | 4,613 | | | 7.0 | % |
In the factory-built housing segment, the decreaseincrease in Net revenue revenues was primarily due to 9%a 10.5% increase in units sold and 11% lower18.7% increase in the average sales price. The higher home prices were driven by product price increases and a shift toward more multi-section homes. Home sales volume increased from higher factory capacity utilization. On a sequential basis, adjusting for the extra week of production in the fourth quarter of fiscal year 2021, home sales volume during the three and six months ended September 26, 2020, respectively. These declines were partially offset bywould have also increased from slightly higher home selling prices compared to the same periods last year. Note that Destiny Homes was purchased in August 2019 and Lexington Homes was closed in June 2020.factory capacity utilization.
Net factory-built housing revenue per home sold is a volatile metric dependent upon several factors. A primary factor is the price disparity between sales of homes to independent distributors, builders, communities and developers ("Wholesale") and sales of homes to consumers by Company-owned retail centers ("Retail").stores. Wholesale sales prices are primarily comprised of the home and the cost to ship the home from a manufacturinghomebuilding facility to the home-site. Retail home prices include these items plusand retail markup, as well as items that are largely subject to home buyer discretion, including, but not limited to, installation, utility connections, site improvements, landscaping and additional services. Other factors include fluctuationsOur homes are constructed in one or more floor sections ("modules") which are then installed on the customer's site. Changes in the number of modules per home, the selection of different home types/models and optional home upgrades create changes in product mix, also causing fluctuations in this metric. The table below presents the resultmix of home buyer tastesmodules and preferences as they select home types/models, as well as optional home upgrades when purchasing the home.
As discussed above, changes to the proportion of home sales among the distribution channels between reporting periods impact the overall net revenue per home sold. Forhomes shipped for the three and six months ended September 26, 2020, the Company sold 2,664July 3, 2021 and June 27, 2020:5,261 homes Wholesale, respectively, and 763 and 1,515 homes Retail, respectively. For the three and six months ended September 28, 2019, the Company sold 3,006 and 6,064 homes Wholesale, respectively, and 775 and 1,524 homes Retail, respectively.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | | | |
| July 3, 2021 | | June 27, 2020 | | Change |
| Modules | | Homes | | Modules | | Homes | | Modules | | Homes |
U.S. Housing and Urban Development code homes | 5,652 | | | 3,276 | | | 4,881 | | | 2,865 | | | 15.8 | % | | 14.3 | % |
Modular homes | 468 | | | 226 | | | 466 | | | 215 | | | 0.4 | % | | 5.1 | % |
Park model RVs | 198 | | | 198 | | | 269 | | | 269 | | | (26.4) | % | | (26.4) | % |
| 6,318 | | | 3,700 | | | 5,616 | | | 3,349 | | | 12.5 | % | | 10.5 | % |
Financial services segment revenue increased primarily due to higher volume in home loan sales and more insurance policies in force in the current year compared to the prior year. Also, the three and six months ended September 26, 2020 include $0.7 million and $1.7 million, respectively, ofThese gains were partially offset by lower unrealized gains on marketable equity securities in the insurance subsidiary's portfolio, compared to $0.2which were $0.4 million in unrealized gains in each of the prior year periods. These overall increases were partially offset by lower interest income earned on the acquired consumer loan portfolios that continue to amortize.
Gross Profit.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | | | |
($ in thousands) | September 26, 2020 | | September 28, 2019 | | $ Change | | % Change |
Gross profit: | | | | | | | |
Factory-built housing | $ | 46,155 | | | $ | 48,639 | | | $ | (2,484) | | | (5.1) | % |
Financial services | 7,386 | | | 9,828 | | | (2,442) | | | (24.8) | % |
| $ | 53,541 | | | $ | 58,467 | | | $ | (4,926) | | | (8.4) | % |
| | | | | | | |
Gross profit as % of Net revenue: | | | | | | | |
Consolidated | 20.8 | % | | 21.8 | % | | N/A | | (1.0) | % |
Factory-built housing | 19.2 | % | | 19.2 | % | | N/A | | — | % |
Financial services | 43.4 | % | | 61.5 | % | | N/A | | (18.1) | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended | | | | |
($ in thousands) | September 26, 2020 | | September 28, 2019 | | $ Change | | % Change |
Gross profit: | | | | | | | |
Factory-built housing | $ | 93,147 | | | $ | 100,774 | | | $ | (7,627) | | | (7.6) | % |
Financial services | 15,717 | | | 17,991 | | | (2,274) | | | (12.6) | % |
| $ | 108,864 | | | $ | 118,765 | | | $ | (9,901) | | | (8.3) | % |
| | | | | | | |
Gross profit as % of Net revenue: | | | | | | | |
Consolidated | 21.2 | % | | 22.3 | % | | N/A | | (1.1) | % |
Factory-built housing | 19.4 | % | | 20.1 | % | | N/A | | (0.7) | % |
Financial services | 46.6 | % | | 57.6 | % | | N/A | | (11.0) | % |
Factory-built housing Gross profit as a percentage of Net revenueand $1.0 million for the three month period was flat as compared to the same period last year, and decreased for the six months ended September 26,July 3, 2021 and June 27, 2020, primarily due to lower sales volume and production inefficiencies caused by the COVID-19 pandemic.
In the financial services segment, Gross profit as a percentage of Net revenue decreased as a result of higher weather-related claims volume at our insurance subsidiaryrespectively, and lower interest income earned on the acquired consumer loan portfolios that continue to amortize.
Gross Profit.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | | | |
($ in thousands) | July 3, 2021 | | June 27, 2020 | | Change |
Factory-built housing | $ | 66,273 | | | $ | 46,992 | | | $ | 19,281 | | | 41.0 | % |
Financial services | 7,740 | | | 8,331 | | | (591) | | | (7.1) | % |
| $ | 74,013 | | | $ | 55,323 | | | $ | 18,690 | | | 33.8 | % |
Gross profit as % of Net revenue | | | | | | | |
Consolidated | 22.4 | % | | 21.7 | % | | N/A | | 0.7 | % |
Factory-built housing | 21.2 | % | | 19.7 | % | | N/A | | 1.5 | % |
Financial services | 42.7 | % | | 49.9 | % | | N/A | | (7.2) | % |
Factory-built housing gross profit increased primarily due to increased home sales volume and higher average sales prices. We continue to monitor and react to inflation in building material prices by maintaining a focus on our product pricing; however, product price increases may lag behind the escalation of building costs. Gross profit as a percentage of Net revenue also increased this period from a shift toward more multi-section homes.
Financial services gross profit decreased due to higher weather-related claims volume and lower unrealized gains on marketable equity securities.
Selling, General and Administrative Expenses.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | | | |
($ in thousands) | September 26, 2020 | | September 28, 2019 | | $ Change | | % Change |
Selling, general and administrative expenses: | | | | | | | |
Factory-built housing | $ | 30,725 | | | $ | 31,580 | | | $ | (855) | | | (2.7) | % |
Financial services | 4,728 | | | 4,503 | | | 225 | | | 5.0 | % |
| $ | 35,453 | | | $ | 36,083 | | | $ | (630) | | | (1.7) | % |
| | | | | | | |
Selling, general and administrative expenses as % of Net revenue: | 13.7 | % | | 13.4 | % | | N/A | | 0.3 | % |
| | | Six Months Ended | | | Three Months Ended | |
($ in thousands) | ($ in thousands) | September 26, 2020 | | September 28, 2019 | | $ Change | | % Change | ($ in thousands) | July 3, 2021 | | June 27, 2020 | | Change |
Selling, general and administrative expenses: | | | | | | | | |
Factory-built housing | Factory-built housing | $ | 61,462 | | | $ | 62,331 | | | $ | (869) | | | (1.4) | % | Factory-built housing | $ | 35,497 | | | $ | 30,737 | | | $ | 4,760 | | | 15.5 | % |
Financial services | Financial services | 9,314 | | | 9,016 | | | 298 | | | 3.3 | % | Financial services | 5,335 | | | 4,586 | | | 749 | | | 16.3 | % |
| | $ | 70,776 | | | $ | 71,347 | | | $ | (571) | | | (0.8) | % | | $ | 40,832 | | | $ | 35,323 | | | $ | 5,509 | | | 15.6 | % |
| Selling, general and administrative expenses as % of Net revenue: | 13.8 | % | | 13.4 | % | | N/A | | 0.4 | % | |
Selling, general and administrative expenses as % of Net revenue | | Selling, general and administrative expenses as % of Net revenue | 12.4 | % | | 13.9 | % | | N/A | | (1.5) | % |
Selling, general and administrative expenses related to factory-built housing decreasedincreased between periods primarily from higher salary and incentive-based compensation expense. This was partially offset by a reduction in legal expenses, partially offset by increased corporate-related expenses. During the three months ended September 26, 2020,amortization of the Company incurred $0.5 million in expenses related to the SEC inquiry. However, the Company also received a $0.8 millionadditional Director and Officer insurance recovery of prior expenses, resulting in a net benefit of $0.3 million during the period compared to $0.8 million in expensepremium, added in the secondthird quarter of fiscal year 2020. For the six months ended September 26, 2020, the Company recorded a net benefit of2019, which was $0.2 million for SEC inquiry related expenses compared to $1.6 million in expense in the comparable prior year period.
Selling, general and administrative expenses related to financial services increased due to increases in salaries and employee related expenses.
Interest Expense.
Interest expense was $0.2 million and $0.32.1 million for the three months ended September 26,June 27, 2020, with no expense in the current period.
In Financial services, Selling, general and September 28, 2019, respectively. For the six months ended September 26, 2020administrative expenses increased primarily from greater expensing of deferred origination costs on higher loan sales and September 28, 2019, Interest expense was $0.4 million and $0.8 million, respectively. higher compensation expense.
Other Components of Net Income.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | | | |
($ in thousands) | July 3, 2021 | | June 27, 2020 | | Change |
Interest expense | $ | 164 | | | $ | 196 | | | $ | (32) | | | (16.3) | % |
Other income, net | 2,461 | | | 1,876 | | | 585 | | | 31.2 | % |
Income tax expense | 8,432 | | | 5,006 | | | 3,426 | | | 68.4 | % |
Effective tax rate | 23.8 | % | | 23.1 | % | | N/A | | 0.7 | % |
Interest expense consists primarily of debt service on the CountryPlace financings of manufactured home-only loans and interest related to finance leases. The decrease is primarily the result of a reduction in securitized bond interest expense, as the Company exercised its right to repurchase the 2007-1 securitized loan portfolio in August 2019, thereby eliminating the related interest expense. This decrease is partially offset by increases in interest expense from secured credit facilities at CountryPlace.
Other Income, net.
Other income, net was $1.7 million and $5.2 million for the three months ended September 26, 2020 and September 28, 2019, respectively. For the six months ended September 26, 2020 and September 28, 2019, Other income, net was $3.6 million and $8.0 million, respectively.
Other income primarily consists of realized and unrealized gains and losses on corporate marketable equity investments, interest income related to commercial loansloan receivable balances, interest income earned on cash balances and gains and losses from the sale of property, plant and equipment.
Other The increase is driven by more interest income net, declined primarily due to a $3.4 million net gainearned on the sale of idle land that was recorded in the prior year period, as well as a reduction in interest earned in the current periods onlarger cash and commercial loan receivables giventhan the lower interest rate environment. These declines were partially offset by increases in unrealized gains on corporate marketable equity securities.
Income tax expense.
Income tax expense was $4.5 million and $6.4 million for the three months ended September 26, 2020 and September 28, 2019, respectively, for an effective income tax rate of 23.2% and 23.4%, respectively. Income tax expense for the six months ended September 26, 2020 and September 28, 2019 was $9.6 million and $12.5 million, respectively, for an effective income tax rate of 23.1% compared to an effective tax rate of 22.8% for the same period last year. The higher effective tax rate for the six month period was primarily due to lower tax benefits from the exercise of stock options, which provided a benefit of $0.7 million compared to the $0.9 million in the same period last year.prior year period.
Liquidity and Capital Resources
The Company believesWe believe that cash and cash equivalents at September 26, 2020,July 3, 2021, together with cash flow from operations, will be sufficient to fund itsour operations and provide for growth for the next 12 months and into the foreseeable future. The Company maintainsWe maintain cash in U.S. Treasury and other money market funds, some of which are in excess of federally insured limits. The Company expectsWe expect to continue to evaluate potential acquisitions of, or strategic investments in, businesses that are complementary to the Company, as well as other expansion opportunities. Such transactions may require the use of cash and have other impacts on the Company'sour liquidity and capital resources. Because of the Company'sour sufficient cash position, the Company haswe have not historically sought external sources of liquidity, with the exception of certain credit facilities for itsthe home-only lending programs. However,Regardless, depending on the Company'sour operating results and strategic opportunities, itwe may need to seek additional or alternative sources of financing.financing in the future. There can be no assurance that such financing would be available on satisfactory terms, if at all. If this financing were not available, it could be necessary for the Companyus to reevaluate itsour long-term operating plans to make more efficient use of itsour existing capital resources.resources at such time. The exact nature of any changes to the Company'sour plans that would be considered depends on various factors, such as conditions in the factory-built housing industry and general economic conditions outside of the Company'sour control.
State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, the assets owned by the Company'sour insurance subsidiary are generally not available to satisfy the claims of Cavco or its legal subsidiaries. The Company believesWe believe that stockholders' equity at itsthe insurance subsidiary remains sufficient and doesdo not believe that itsthe ability to pay ordinary dividends to Cavco will be restricted per state regulations.
The following is a summary of the Company's cash flows for the sixthree months ended September 26,July 3, 2021 and June 27, 2020, and September 28, 2019, respectively:
| | | Six Months Ended | | | Three Months Ended | |
($ in thousands) | September 26, 2020 | | September 28, 2019 | | $ Change | |
(in thousands) | | (in thousands) | July 3, 2021 | | June 27, 2020 | | $ Change |
Cash, cash equivalents and restricted cash at beginning of the fiscal year | Cash, cash equivalents and restricted cash at beginning of the fiscal year | $ | 255,607 | | | $ | 199,869 | | | $ | 55,738 | | Cash, cash equivalents and restricted cash at beginning of the fiscal year | $ | 339,307 | | | $ | 255,607 | | | $ | 83,700 | |
Net cash provided by operating activities | Net cash provided by operating activities | 74,609 | | | 43,593 | | | 31,016 | | Net cash provided by operating activities | 24,275 | | | 35,692 | | | (11,417) | |
Net cash used in investing activities | (82) | | | (18,308) | | | 18,226 | | |
Net cash (used in) provided by investing activities | | Net cash (used in) provided by investing activities | (3,616) | | | 105 | | | (3,721) | |
Net cash used in financing activities | Net cash used in financing activities | (865) | | | (19,345) | | | 18,480 | | Net cash used in financing activities | (13,150) | | | (922) | | | (12,228) | |
Cash, cash equivalents and restricted cash at end of the period | Cash, cash equivalents and restricted cash at end of the period | $ | 329,269 | | | $ | 205,809 | | | $ | 123,460 | | Cash, cash equivalents and restricted cash at end of the period | $ | 346,816 | | | $ | 290,482 | | | $ | 56,334 | |
Net cash provided by operating activities increased during the six months ended September 26, 2020 compared to the six months ended September 28, 2019decreased primarily due to more customer deposits received as a resultthe rising material costs of our raw materials and higher order rates,purchases of such materials. This was partially offset by higher collections on accounts receivables and commercial loans receivables and the timing of payments on Accounts payable and Accrued expenses and other current liabilities.
Consumerproceeds from consumer loan originations increased by $2.1 million to $82.4 million for the six months ended September 26, 2020 from $80.3 million for the six months ended September 28, 2019. Proceeds from sales of consumer loans provided $80.6$49.6 million in cash, compared to $77.2$39.3 million in the previous year.
Cavco has entered into commercialConsumer loan arrangements with certain distributors of its products under whichoriginations decreased $4.7 million to $42.7 million for the Company provides fundsthree months ended July 3, 2021 from $47.4 million for Wholesale purchases. In addition, the Company has enteredthree months ended June 27, 2020 due to origination personnel shortages.
We enter into direct commercial loan arrangements with distributors, communities and developers under which the Company provides funds for financing homes. TheIn addition, we enter into commercial loan arrangements with certain distributors of our products under which the Company hasprovides funds for wholesale purchases. We have also invested in community-based lending initiatives that provide home-only financing to new residents of certain manufactured home communities. For additional information regarding our commercial loans receivable, see Note 7 to the Consolidated Financial Statements. Further, the Company has investedwe invest in and developeddevelop home-only loan pools and lending programs to attract third party financier interest in order to grow sales of new homes through traditional distribution points. Increased lending activity resulted in a net use of $0.2 million while the prior period net activity provided $2.6 million.
InvestingNet cash used in or provided by investing activities consist of buying and selling bondsdebt and marketable equity securities in our Financial Services segment, purchases of property, plant and equipmentand funding strategic growth acquisitions. The Company received $2.1 million moreGreater cash was used in net proceeds from investmentsthe current period for the six months ended September 26, 2020 compared to the same period last year, and purchase of debt securities.
Net cash for investingused in financing activities in the prior year was primarily used to fundfor the acquisitionrepurchase of Destiny Homes.
Financing activities used $18.5 million less cash during the period compared to the same period last year as the Company repurchased the 2007-1 securitized loan portfolio in August 2019.common stock.
The Company's finance subsidiaryWe entered into secured credit facilities with independent third-party banks. The proceeds were usedbanks to facilitate the origination of consumer home-only loans to be held for investment, secured by the manufactured homes which were subsequently pledged as collateral to the facilities. Upon completion of the draw down periods, these facilities were converted into an amortizing loan based on a 20-year20 or 25-year amortization period with a balloon payment due upon maturity. As of September 26, 2020,July 3, 2021, the outstanding balance of the converted loans was $9.8$8.0 million atwith a weighted average interest rate of 4.91%.
Contractual Commitments and Contingencies. There were no material changes to the contractual obligations as set forth in the Company'sour Annual Report on Form 10-K.
Critical Accounting Policies
On March 29, 2020, the Company adopted Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets and certain other instruments. The Company adopted the standard by recognizing the cumulative effect of initially applying the new credit loss standard as an adjustment to the opening balance of Retained earnings. Refer to Note 1 to the Consolidated Financial Statements for additional discussion. There have been no other significant changes to the Company'sour critical accounting policies during the sixthree months ended September 26, 2020,July 3, 2021, as compared to those disclosed in Part II, Item 7 of the Company'sour Form 10-K, under the heading "Critical Accounting Policies," which provides a discussion of the critical accounting policies that management believes affect its more significant judgments and estimates used in the preparation of the Company's Consolidated Financial Statements.
Recent Accounting Pronouncements
See Note 1 to the Consolidated Financial Statements for a discussion of recently issued and adopted accounting pronouncements.
Other Matters
Related Party Transactions. See Note 1918 to the Consolidated Financial Statements for a discussion of the Company'sour related party transactions.
Off Balance Sheet Arrangements
See Note 1514 to the Consolidated Financial Statements for a discussion of the Company'sour off-balance sheet commitments, which discussion is incorporated herein by reference.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the quantitative and qualitative disclosures about market risk previously disclosed in the Form 10-K.
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its President and Chief Executive Officer and its Principal Financial Officer, of the effectiveness of the Company'sits disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the Company's President and Chief Executive Officer and its Principal Financial Officer concluded that, as of September 26, 2020,July 3, 2021, its disclosure controls and procedures were effective.
(b) Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended September 26, 2020,July 3, 2021 which have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding reportable legal proceedings is containedSee the information under the "Legal Matters" caption in Part I, Item 3,Note Legal Proceedings14, in the Form 10-K. The following describes legal proceedings, if any, that became reportable during the period ended September 26, 2020, and, if applicable, amends and restates descriptions of previously reported legal proceedings in which there have been material developments during such quarter.
Since 2018, the Company has been cooperating with an investigation by the enforcement staff of the SEC's Los Angeles Regional Offices regarding securities trading in personal and Company accounts directed by the Company's former CEO, Joseph Stegmayer. The Audit Committee of the Board of Directors conducted an internal investigation led by independent legal counsel and other advisers and, following the completion of its work in early 2019, the Audit Committee shared the results of its work with the Company's auditors, listing exchange and with the SEC staff. The Company has also made documents and personnel available to the SEC staff and intends to continue cooperating with its investigation. The Company has been exploring the possibility of a settlement with the SEC staff in connection with the matter, but at this time, the CompanyConsolidated Financial Statements, which is unable to estimate the amount of a potential loss, if any. The Company is hopeful that an amicable resolution can be reached in the coming months. As noted in the Company’s September 24, 2020 Form 8-K filing, the SEC staff that week issued a Wells Notice to Dan Urness, the Company's Chief Financial Officer and prior Principal Financial Officer and Principal Accounting Officer, in connection with its investigation, noting that it intends to recommend an enforcement action against him. Rather than have this be a distraction to the Company, Mr. Urness has gone on leave to focus on his response to the Wells Notice. Paul Bigbee, the Company’s Chief Accounting Officer since June 2020, is now serving as its Principal Financial Officer and Principal Accounting Officer.incorporated herein by reference.
As a result of the ongoing SEC investigation, the Company incurred $1.1 million in expenses and also received a $1.3 million insurance reimbursement of prior expenses, resulting in a net benefit of $0.2 million for the six months ended September 26, 2020 compared to $1.6 million in expenses during the six months ended September 28, 2019. The Company expects to continue to incur costs relating to this matter. During the third quarter of fiscal year 2019, the Company also reviewed the sufficiency of its insurance coverage and, based on that work, Cavco's Board of Directors made a decision to purchase additional director and officer ("D&O") liability insurance coverage with 22-month terms for a total premium of $15.3 million (which cost was evenly amortized over the terms of the policies). As a result, the Company recorded $4.2 million of additional D&O policy premium expense during each of the six months ended September 26, 2020 and September 28, 2019. With the conclusion of the amortization through the second quarter of fiscal year 2021, the additional D&O liability insurance premiums have now been fully amortized. D&O renewal premiums are now in the ordinary course of business.
Joseph D. Robles v. Cavco Industries, Inc., was filed in the Superior Court for the State of California, Riverside on June 25, 2019 and Malik Griffin v. Fleetwood Homes, Inc., was filed in the Superior Court for the State of California, San Bernardino on September 19, 2019, seeking recovery on behalf of a putative class of current and former hourly employees for certain alleged wage-and-hour violations, including, among other things: (i) alleged failure to comply with certain wage statement formatting requirements; (ii) alleged failure to compensate employees for straight-time and overtime hours worked; and (iii) alleged failure to provide employees with all requisite work breaks. All parties have agreed to jointly mediate both cases. The mediation is currently scheduled for January 27, 2021.
The Company is party to certain other lawsuits in the ordinary course of business. Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations after taking into account any existing reserves included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. However, future events or circumstances that may currently be unknown to management will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on the Company's consolidated financial position, liquidity or results of operations in any future reporting periods.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors, in the Form 10-K, which could materially affect the Company'sour business, financial condition or future results. The risks described in this Report and in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Companyus or that itwe currently deemsdeem to be immaterial also may materially adversely affect the Company'sour business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On October 27, 2020, the Company's Board of Directors approved a $100 million stock repurchase program, which was announced on a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2020, and that may be used to purchase its outstanding common stock. The repurchases may be made in the open market or in privately negotiated transactions in compliance with applicable state and federal securities laws and other legal requirements. The level of repurchase activity is subject to market conditions and other investment opportunities. The repurchase program does not obligate us to acquire any particular amount of common stock and may be suspended or discontinued at any time. The repurchase program is funded using our available cash. The following table sets forth repurchases of our common stock during the first quarter of fiscal year 2022:
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Period | | Total Number of Shares Purchased | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of the Publically Announced Program | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (in thousands) |
April 4, 2021 to May 8, 2021 | | 32,984 | | | $ | 212.87 | | | 32,984 | | | $ | 91,538 | |
May 9, 2021 to June 5, 2021 | | 28,317 | | | 205.56 | | | 28,317 | | | 85,717 | |
June 6, 2021 to July 3, 2021 | | — | | | — | | | — | | | 85,717 | |
| | 61,301 | | | | | 61,301 | | | |
Item 5. Other Information
The following disclosure is provided pursuant to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) of Form 8-K:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 26, 2020, Paul Bigbee, 52, the Company’s Chief Accounting Officer, was appointed the Company’s Principal Financial Officer and Principal Accounting Officer.
Prior to joining the Company, Mr. Bigbee was Vice President, Financial Audit (2018 to 2019) for Caesars Entertainment in Las Vegas, Nevada. From 2006 to 2018, he held various positions of increasing responsibility at Starwood Hotels & Resorts in Scottsdale, Arizona, including: Controller, Global Sales & Marketing; Global Internal Audit Leader; Corporate Audit/Timeshare; and Senior Director, Financial Reporting and Development Support.
As previously disclosed on Form 8-K dated September 25, 2020, Dan Urness, the Company’s Chief Financial Officer and Principal Accounting Officer has taken a leave of absence. As of October 26, 2020, Mr. UrnessThere is no longer designated the Company’s Principal Financial Officer and Principal Accounting Officer.other information required to be disclosed under this item which was not previously disclosed.
Item 6. Exhibits
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Exhibit No. | | Exhibit | |
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101.INS | | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
All other items required under Part II are omitted because they are not applicable.
(1) Filed herewith.
(2) Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Cavco Industries, Inc. | | | |
Registrant | | | |
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Signature | | Title | Date |
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/s/ William C. Boor | | Director, President and Chief Executive Officer | October 30, 2020August 6, 2021 |
William C. Boor | | (Principal Executive Officer) | |
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/s/ Paul Bigbee | | Chief Accounting Officer | October 30, 2020August 6, 2021 |
Paul Bigbee | | (Principal Financial and Accounting Officer) | |
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