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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 3, 2021
OR
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 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.
| | | | | | | | | | | |
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 July 30, 2021, 9,187,030 shares of the registrant's Common Stock, $.01 par value, were outstanding.
CAVCO INDUSTRIES, INC.
FORM 10-Q
July 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) | | | | | | | | | | | |
| 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; No shares issued or outstanding | — | | | — | |
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 |
| | | | | July 3, 2021 | | June 27, 2020 |
Net revenue | | | | | $ | 330,422 | | | $ | 254,801 | |
Cost of sales | | | | | 256,409 | | | 199,478 | |
Gross profit | | | | | 74,013 | | | 55,323 | |
Selling, general and administrative expenses | | | | | 40,832 | | | 35,323 | |
Income from operations | | | | | 33,181 | | | 20,000 | |
Interest expense | | | | | (164) | | | (196) | |
Other income, net | | | | | 2,461 | | | 1,876 | |
Income before income taxes | | | | | 35,478 | | | 21,680 | |
Income tax expense | | | | | (8,432) | | | (5,006) | |
Net income | | | | | $ | 27,046 | | | $ | 16,674 | |
| | | | | | | |
Comprehensive income | | | | | | | |
Net income | | | | | $ | 27,046 | | | $ | 16,674 | |
Reclassification adjustment for securities sold | | | | | 1 | | | 26 | |
Applicable income taxes | | | | | — | | | (5) | |
Net change in unrealized position of investments held | | | | | (18) | | | 59 | |
Applicable income taxes | | | | | 4 | | | (12) | |
| | | | | $ | 27,033 | | | $ | 16,742 | |
| | | | | | | |
Net income per share | | | | | | | |
Basic | | | | | $ | 2.94 | | | $ | 1.82 | |
Diluted | | | | | $ | 2.92 | | | $ | 1.80 | |
Weighted average shares outstanding | | | | | | | |
Basic | | | | | 9,198,229 | | | 9,174,182 | |
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)
| | | | | | | | | | | |
| Three Months Ended |
| July 3, 2021 | | June 27, 2020 |
OPERATING ACTIVITIES | | | |
Net income | $ | 27,046 | | | $ | 16,674 | |
Adjustments to reconcile net income to net cash provided by operating activities | | | |
Depreciation and amortization | 1,576 | | | 1,613 | |
Provision for credit losses | (239) | | | (884) | |
Deferred income taxes | (783) | | | 406 | |
Stock-based compensation expense | 1,100 | | | 945 | |
Non-cash interest income, net | (394) | | | (2,186) | |
Gain (loss) on sale or retirement of property, plant and equipment, net | (35) | | | 289 | |
Gain on investments and sale of loans, net | (5,579) | | | (4,982) | |
Changes in operating assets and liabilities | | | |
Accounts receivable | (3,659) | | | 4,629 | |
Consumer loans receivable originated | (42,706) | | | (47,356) | |
Proceeds from sales of consumer loans | 49,631 | | | 39,271 | |
Principal payments received on consumer loans receivable | 3,929 | | | 3,261 | |
Inventories | (19,683) | | | 7,139 | |
Prepaid expenses and other current assets | 2,801 | | | 7,128 | |
Commercial loans receivable | (243) | | | 2,556 | |
Accounts payable and accrued expenses and other current liabilities | 11,513 | | | 7,189 | |
Net cash provided by operating activities | 24,275 | | | 35,692 | |
INVESTING ACTIVITIES | | | |
Purchases of property, plant and equipment | (2,593) | | | (1,856) | |
| | | |
Proceeds from sale of property, plant and equipment | 38 | | | 5 | |
Purchases of investments | (4,429) | | | (1,160) | |
Proceeds from sale of investments | 3,368 | | | 3,116 | |
Net cash (used in) provided by investing activities | (3,616) | | | 105 | |
FINANCING ACTIVITIES | | | |
Proceeds from (payments for) exercise of stock options | 136 | | | (533) | |
Proceeds from secured financings and other | — | | | 64 | |
Payments on secured financings and other | (444) | | | (453) | |
Payments for common stock repurchases | (12,842) | | | — | |
Net cash used in financing activities | (13,150) | | | (922) | |
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 | 339,307 | | | 255,607 | |
Cash, cash equivalents and restricted cash at end of the period | $ | 346,816 | | | $ | 290,482 | |
Supplemental disclosures of cash flow information | | | |
Cash paid for income taxes | $ | 4,774 | | | $ | 2,536 | |
Cash paid for interest | $ | 100 | | | $ | 127 | |
Supplemental disclosures of noncash activity | | | |
Change in GNMA loans eligible for repurchase | $ | (6,607) | | | $ | 1,242 | |
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 are necessary to fairly state the results for the periods presented. We have 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 20 of the Notes to Consolidated Financial Statements ("Notes") of the Company's Quarterly Report on Form 10-Q for the period ended 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 our 2021 Annual Report on Form 10-K for the year ended April 3, 2021, filed with the SEC ("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") has 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 current fiscal year will end on April 2, 2022 and will include 52 weeks.
We operate in two segments: (1) factory-built housing, which includes wholesale and retail factory-built housing operations, and (2) financial services, which includes manufactured housing consumer finance and insurance. We design and build 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 our 40 Company-owned retail stores. The financial services segment is comprised of a finance subsidiary, CountryPlace Acceptance Corp. ("CountryPlace"), and an insurance subsidiary, Standard Casualty 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.
For a description of significant accounting policies we used in the preparation of our 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 |
| | | | | July 3, 2021 | | June 27, 2020 |
Factory-built housing | | | | | | | |
U.S. Housing and Urban Development code homes | | | | | $ | 262,390 | | | $ | 189,446 | |
Modular homes | | | | | 26,617 | | | 20,783 | |
Park model RVs | | | | | 9,671 | | | 13,722 | |
Other | | | | | 13,605 | | | 14,139 | |
| | | | | 312,283 | | | 238,090 | |
Financial services | | | | | | | |
Insurance agency commissions received from third-party insurance companies | | | | | 873 | | | 770 | |
Other | | | | | 17,266 | | | 15,941 | |
| | | | | 18,139 | | | 16,711 | |
| | | | | $ | 330,422 | | | $ | 254,801 | |
3. Restricted Cash
Restricted cash consisted of the following (in thousands):
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Cash related to CountryPlace customer payments to be remitted to third parties | $ | 15,928 | | | $ | 16,049 | |
Other restricted cash | 1,135 | | | 979 | |
| 17,063 | | | 17,028 | |
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):
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Cash and cash equivalents | $ | 329,753 | | | $ | 322,279 | |
Restricted cash | 17,063 | | | 17,028 | |
| $ | 346,816 | | | $ | 339,307 | |
4. Investments
Investments consisted of the following (in thousands):
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Available-for-sale debt securities | $ | 17,962 | | | $ | 14,946 | |
Marketable equity securities | 17,550 | | | 17,600 | |
Non-marketable equity investments | 22,429 | | | 21,960 | |
| 57,941 | | | 54,506 | |
Less current portion | (19,749) | | | (19,496) | |
| $ | 38,192 | | | $ | 35,010 | |
Investments in marketable equity securities consist of investments in the common stock of industrial and other companies.
As of July 3, 2021 and 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 our 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 our available-for-sale debt securities, gross unrealized gains and losses and fair value, aggregated by investment category (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| July 3, 2021 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
Residential mortgage-backed securities | $ | 2,609 | | | $ | 26 | | | $ | (11) | | | $ | 2,624 | |
State and political subdivision debt securities | 8,265 | | | 109 | | | (19) | | | 8,355 | |
Corporate debt securities | 6,982 | | | 12 | | | (11) | | | 6,983 | |
| $ | 17,856 | | | $ | 147 | | | $ | (41) | | | $ | 17,962 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| April 3, 2021 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
Residential mortgage-backed securities | $ | 2,787 | | | $ | 30 | | | $ | (13) | | | $ | 2,804 | |
State and political subdivision debt securities | 7,239 | | | 125 | | | (19) | | | 7,345 | |
Corporate debt securities | 4,797 | | | 11 | | | (11) | | | 4,797 | |
| | | | | | | |
| $ | 14,823 | | | $ | 166 | | | $ | (43) | | | $ | 14,946 | |
We are not aware of any changes to the securities or issuers that would indicate the losses above are indicative of credit impairment as of July 3, 2021. Further, we do not intend to sell the investments, and it is more likely than not that we will not be required to sell the investments, before recovery of their amortized cost.
The amortized cost and fair value of our 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.
| | | | | | | | | | | |
| July 3, 2021 |
| Amortized Cost | | Fair Value |
Due in less than one year | $ | 1,518 | | | $ | 1,519 | |
Due after one year through five years | 11,033 | | | 11,028 | |
Due after five years through ten years | 1,391 | | | 1,450 | |
Due after ten years | 1,305 | | | 1,341 | |
Mortgage-backed securities | 2,609 | | | 2,624 | |
| $ | 17,856 | | | $ | 17,962 | |
There were no gross gains or losses realized on the sale of available-for-sale debt securities during the three months ended July 3, 2021 or June 27, 2020.
Net investment gains and losses on marketable equity securities were as follows (in thousands):
| | | | | | | | | | | | | | | |
| | | 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):
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Raw materials | $ | 69,123 | | | $ | 54,336 | |
Work in process | 20,426 | | | 19,149 | |
Finished goods | 61,368 | | | 57,749 | |
| $ | 150,917 | | | $ | 131,234 | |
6. Consumer Loans Receivable
The following table summarizes consumer loans receivable (in thousands):
| | | | | | | | | | | |
| 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 |
| | | | | July 3, 2021 | | June 27, 2020 |
Allowance for loan losses at beginning of period | | | | | $ | 3,188 | | | $ | 1,767 | |
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") | | | | | — | | | 2,276 | |
Change in estimated loan losses, net | | | | | (267) | | | 161 | |
Charge-offs | | | | | (3) | | | (192) | |
Allowance for loan losses at end of period | | | | | $ | 2,918 | | | $ | 4,012 | |
The consumer loans held for investment had the following characteristics:
| | | | | | | | | | | |
| 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):
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Current | $ | 68,258 | | | $ | 76,378 | |
31 to 60 days | 192 | | | 508 | |
61 to 90 days | 3,112 | | | 21 | |
91+ days | 408 | | | 3,120 | |
| $ | 71,970 | | | $ | 80,027 | |
The following tables disaggregate gross consumer loans receivable by credit quality indicator and fiscal year of origination (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| July 3, 2021 |
| 2022 | | 2021 | | 2020 | | 2019 | | 2018 | | Prior | | Total |
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 | 2,312 | | | 6,528 | | | 2,159 | | | 1,676 | | | 1,360 | | | 10,353 | | | 24,388 | |
Sub-Prime- FICO score less than 620 | — | | | 260 | | | 53 | | | — | | | — | | | 1,605 | | | 1,918 | |
No FICO score | 150 | | | 149 | | | — | | | 27 | | | — | | | 424 | | | 750 | |
| $ | 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 | | | — | | | — | | | 84 | | | 1,579 | | | 2,064 | |
No FICO score | 576 | | | — | | | 28 | | | — | | | — | | | 481 | | | 1,085 | |
| $ | 29,401 | | | $ | 6,372 | | | $ | 3,540 | | | $ | 2,335 | | | $ | 2,543 | | | $ | 35,836 | | | $ | 80,027 | |
As of July 3, 2021 and April 3, 2021, 35% of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas and 20% was concentrated in Florida. Other than Texas and Florida, no state had concentrations in excess of 10% of the principal balance of the consumer loans receivable as of July 3, 2021 or April 3, 2021.
Repossessed homes totaled approximately $493,000 and $518,000 as of July 3, 2021 and 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 $1.0 million and $1.1 million as of July 3, 2021 and April 3, 2021, respectively.
7. Commercial Loans Receivable
The commercial loans receivable balance consists of direct financing arrangements for the home product needs of our independent distributors, community owners and developers and amounts loaned by us under participation financing programs.
Commercial loans receivable, net consisted of the following (in thousands):
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Loans receivable | $ | 45,620 | | | $ | 45,377 | |
Allowance for loan losses | (785) | | | (816) | |
Deferred financing fees, net | (247) | | | (247) | |
| 44,588 | | | 44,314 | |
Less current portion of commercial loans receivable (including from affiliates), net | (18,613) | | | (19,232) | |
| $ | 25,975 | | | $ | 25,082 | |
The commercial loans receivable balance had the following characteristics:
| | | | | | | | | | | |
| 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 |
| | | | | July 3, 2021 | | June 27, 2020 |
Balance at beginning of period | | | | | $ | 816 | | | $ | 393 | |
Impact of adoption of ASU 2016-13 | | | | | — | | | 435 | |
Change in estimated loan losses, net | | | | | (31) | | | — | |
Balance at end of period | | | | | $ | 785 | | | $ | 828 | |
As of July 3, 2021 and April 3, 2021, there were no commercial loans considered watch list or nonperforming. The following table disaggregates our commercial loans receivable by fiscal year of origination (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 | | | $ | — | | | $ | 45,377 | | | | | |
At July 3, 2021, there were no commercial loans 90 days or more past due that were still accruing interest and we were not aware of any potential problem loans that would have a material effect on the commercial loans receivable balance.
As of July 3, 2021, 14% of our outstanding commercial loans receivable principal balance was concentrated in Arizona and 13% was concentrated in California. As of April 3, 2021, 13% of our outstanding commercial loans receivable principal balance was concentrated in Arizona. No other state had concentrations in excess of 10% of the principal balance of the consumer loans receivable as of July 3, 2021 or April 3, 2021.
We had concentrations with one independent third-party and its affiliates that equaled 18% of the net commercial loans receivable principal balance outstanding, all of which was secured, as of July 3, 2021 and April 3, 2021.
8. Property, Plant and Equipment, net
Property, plant and equipment, net, consisted of the following (in thousands):
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Property, plant and equipment, at cost | | | |
Land | $ | 28,314 | | | $ | 28,314 | |
Buildings and improvements | 73,415 | | | 71,827 | |
Machinery and equipment | 35,075 | | | 34,146 | |
| 136,804 | | | 134,287 | |
Accumulated depreciation | (38,823) | | | (37,493) | |
| $ | 97,981 | | | $ | 96,794 | |
Depreciation expense was $1.4 million for each of the three month periods ended July 3, 2021 and June 27, 2020.
9. Goodwill and Other Intangibles
Goodwill and other intangibles, net, consisted of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
| Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Indefinite-lived | | | | | | | | | | | |
Goodwill | $ | 75,090 | | | $ | — | | | $ | 75,090 | | | $ | 75,090 | | | $ | — | | | $ | 75,090 | |
Trademarks and trade names | 8,900 | | | — | | | 8,900 | | | 8,900 | | | — | | | 8,900 | |
State insurance licenses | 1,100 | | | — | | | 1,100 | | | 1,100 | | | — | | | 1,100 | |
| 85,090 | | | — | | | 85,090 | | | 85,090 | | | — | | | 85,090 | |
Finite-lived | | | | | | | | | | | |
Customer relationships | 11,300 | | | (7,255) | | | 4,045 | | | 11,300 | | | (7,097) | | | 4,203 | |
Other | 1,424 | | | (1,279) | | | 145 | | | 1,424 | | | (1,264) | | | 160 | |
| $ | 97,814 | | | $ | (8,534) | | | $ | 89,280 | | | $ | 97,814 | | | $ | (8,361) | | | $ | 89,453 | |
Amortization expense recognized on intangible assets was $173,000 and $187,000 for the three months ended July 3, 2021 and June 27, 2020, respectively.
10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Customer deposits | $ | 48,989 | | | $ | 41,835 | |
Salaries, wages and benefits | 37,176 | | | 37,737 | |
Unearned insurance premiums | 24,125 | | | 22,643 | |
Company repurchase options on certain loans sold | 19,432 | | | 25,938 | |
Estimated warranties | 19,344 | | | 18,032 | |
Accrued volume rebates | 14,097 | | | 12,132 | |
| | | |
| | | |
| | | |
| | | |
| | | |
Other | 47,027 | | | 44,816 | |
| $ | 210,190 | | | $ | 203,133 | |
11. Warranties
Activity in the liability for estimated warranties was as follows (in thousands):
| | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | | | July 3, 2021 | | June 27, 2020 |
Balance at beginning of period | | | | | $ | 18,032 | | | $ | 18,678 | |
Charged to costs and expenses | | | | | 9,125 | | | 6,347 | |
Payments and deductions | | | | | (7,813) | | | (6,487) | |
Balance at end of period | | | | | $ | 19,344 | | | $ | 18,538 | |
12. Debt and Finance Lease Obligations
Debt and finance lease obligations primarily consist of secured financings at our finance subsidiary and lease obligations for which it is expected that we will obtain ownership of the leased assets at the end of the lease term. The following table summarizes debt and finance lease obligations (in thousands):
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Secured term loan | $ | 7,980 | | | $ | 8,210 | |
Other secured financings | 3,473 | | | 3,672 | |
Finance lease obligations | 296 | | | 304 | |
| 11,749 | | | 12,186 | |
Less current portion | (1,822) | | | (1,851) | |
| $ | 9,927 | | | $ | 10,335 | |
We entered into secured credit facilities with independent third-party banks to originate and hold consumer home-only loans secured by manufactured homes, which were pledged as collateral to the facilities. Those facilities have since been converted into an amortizing loan with maturity dates starting in 2028 and payments based on a 20 or 25-year amortization period, resulting in a balloon payment due upon maturity. The outstanding balance of the converted loans was $8.0 million as of July 3, 2021 and $8.2 million as of April 3, 2021 with a weighted average interest rate of 4.9%.
13. Reinsurance and Insurance Loss Reserves
Certain of Standard Casualty's premiums and benefits are assumed from and ceded to other insurance companies under various reinsurance agreements. We remain obligated for amounts ceded in the event that the reinsurers do not meet their obligations.
The effects of reinsurance on premiums written and earned were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| July 3, 2021 | | June 27, 2020 |
| Written | | Earned | | Written | | Earned |
Direct premiums | $ | 6,839 | | | $ | 5,996 | | | $ | 5,765 | | | $ | 5,185 | |
Assumed premiums—nonaffiliated | 8,574 | | | 7,378 | | | 7,653 | | | 6,790 | |
Ceded premiums—nonaffiliated | (3,647) | | | (3,647) | | | (3,202) | | | (3,202) | |
| $ | 11,766 | | | $ | 9,727 | | | $ | 10,216 | | | $ | 8,773 | |
Typical insurance policies written or assumed have a maximum coverage of $300,000 per claim, of which we cede $150,000 of the risk of loss per reinsurance. Therefore, our risk of loss is limited to $150,000 per claim on typical policies, subject to the reinsurers meeting their obligations. After this limit, amounts are recoverable through reinsurance for catastrophic losses in excess of $2 million per occurrence, up to a maximum of $55 million in the 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 | |
14. Commitments and Contingencies
Repurchase Contingencies. We are contingently liable under terms of repurchase agreements with financial institutions providing inventory financing to independent distributors of our 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 we were liable under such agreements approximated $80.9 million and $74.2 million at July 3, 2021 and April 3, 2021, respectively, without reduction for the resale value of the homes that are repurchased. We had a reserve for repurchase commitments of $2.3 million at July 3, 2021 and April 3, 2021.
Construction-Period Mortgages. We fund construction-period mortgages through periodic advances during home construction. At the time of initial funding, we commit to fully fund the loan contract in accordance with a predetermined schedule. The total loan contract amount, less cumulative advances, represents an off-balance sheet contingent commitment to fund future advances.
Loan contracts with off-balance sheet commitments are summarized below (in thousands):
| | | | | | | | | | | |
| July 3, 2021 | | April 3, 2021 |
Construction loan contract amount | $ | 28,204 | | | $ | 37,628 | |
Cumulative advances | (10,479) | | | (13,801) | |
| $ | 17,725 | | | $ | 23,827 | |
Representations and Warranties of Mortgages Sold. We sell loans to Government-Sponsored Enterprises ("GSEs") and whole-loan purchasers and finance certain loans with long-term credit facilities secured by the respective loans. In connection with these activities, we provide to GSEs and whole-loan purchasers and lenders representations and warranties related to the loans sold or financed. Upon a breach of a representation, we may be required to repurchase the loan or to indemnify a party for incurred losses. We maintain a reserve for these contingent repurchase and indemnification obligations. This reserve of $1.3 million as of July 3, 2021 and $1.2 million as of April 3, 2021, included in Accrued expenses and other current liabilities, reflects management's estimate of probable loss. There were no claim requests that resulted in the execution of an indemnification agreement or in the repurchase of a loan during the three months ended July 3, 2021.
Interest Rate Lock Commitments. In originating loans for sale, we issue interest rate lock commitments ("IRLCs") to prospective borrowers. These IRLCs bind us 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 July 3, 2021, we had outstanding IRLCs with a notional amount of $32.1 million and recognized a gain of $47,000 in the 2022 first quarter and a loss of $125,000 in the 2021 first quarter.
Forward Sales Commitments. We manage the risk profiles of a portion of the outstanding IRLCs and mortgage loans held for sale by entering into forward sales of mortgage-backed securities ("MBS") and whole loan sale commitments (collectively "Commitments"). As of July 3, 2021, we had $42.9 million in outstanding Commitments and recognized a non-cash loss of $347,000 in the 2022 first quarter and gain of $1.0 million in the 2021 first quarter.
Legal Matters. Since 2018, we 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's former Chief Executive Officer, Joseph Stegmayer. As previously disclosed, in November 2020, the SEC staff issued a Wells Notice to Cavco stating that the staff intends to recommend an enforcement action against us in connection with the investigation. While we cannot predict with certainty the resolution of this matter, we do not expect it to have a material adverse effect on our Consolidated Financial Statements.
We are 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 our 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 our 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):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 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 | — | | | — | | | — | | | — | | | 27,046 | | | — | | | 27,046 | |
Other comprehensive income, net | — | | | — | | | — | | | — | | | — | | | (13) | | | (13) | |
Issuance of common stock under stock incentive plans | 4,465 | | | |