2 unchanged sentences
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 Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)).
−Removed: Based upon that evaluation, the Company's President and Chief Executive Officer and its Chief Financial Officer concluded that, as of April 1, 2023, its disclosure controls and procedures were effective.
+Added: Based upon that evaluation, the Company's President and Chief Executive Officer and its Chief Financial Officer concluded that, as of March 30, 2024, its disclosure controls and procedures were effective.
Management's Report on Internal Control Over Financial Reporting
−Removed: The management of Cavco Industries, Inc.
−Removed: (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
+Added: The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
6 unchanged sentences
Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
−Removed: Management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("2013 framework").
−Removed: Based on management's evaluation under the criteria in the 2013 framework, management concluded that the Company's internal control over financial reporting was effective as of April 1, 2023.
−Removed: The scope of management's assessment of the effectiveness of internal control over financial reporting did not include the internal controls of Solitaire Homes, which is included in the 2023 consolidated financial statements of Cavco Industries, Inc.
−Removed: since the acquisition date of January 3, 2023 and which comprised approximately 11% of total assets and 1% of net revenues as of and for the year ended April 1, 2023, respectively.
−Removed: The effectiveness of the Company's internal control over financial reporting as of April 1, 2023 has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report, which appears herein.
+Added: Management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "2013 framework").
+Added: Based on management's evaluation under the criteria in the 2013 framework, management concluded that the Company's internal control over financial reporting was effective as of March 30, 2024.
+Added: The effectiveness of the Company's internal control over financial reporting as of March 30, 2024 has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report, which appears herein.
Changes in Internal Control over Financial Reporting
−Removed: There have been no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended April 1, 2023, which have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
+Added: There have been no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended March 30, 2024, which have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and the Board of Directors of Cavco Industries, Inc.
+Added: To the Stockholders and the Board of Directors of Cavco Industries, Inc.
Opinion on the Internal Control Over Financial Reporting
−Removed: We have audited Cavco Industries, Inc.
−Removed: and subsidiaries' (the Company) internal control over financial reporting as of April 1, 2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 1, 2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of April 1, 2023 and April 2, 2022, and the related consolidated statements of comprehensive income, stockholders' equity and redeemable noncontrolling interest, and cash flows for each of the three fiscal years in the period ended April 1, 2023, and the related notes of the Company and our report dated May 19, 2023 expressed an unqualified opinion.
−Removed: As described in Management's Report on Internal Controls Over Financial Reporting, management has excluded Solitaire Inc.
−Removed: and other related entities (collectively "Solitaire Homes") from its assessment of internal control over financial reporting as of April 1, 2023, because it was acquired by the Company in a business combination completed in the fourth quarter of fiscal year 2023.
−Removed: We have also excluded Solitaire Homes from our audit of internal control over financial reporting.
−Removed: Solitaire Homes is a subsidiary whose total assets and net income represent approximately 11% and 0%, respectively, of the related consolidated financial statement amounts as of and for the year ended April 1, 2023.
+Added: We have audited Cavco Industries, Inc.'s (the Company) internal control over financial reporting as of March 30, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 30, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 30, 2024 and April 1, 2023, and the related consolidated statements of comprehensive income, stockholders’ equity and redeemable noncontrolling interest, and cash flows for each of the three fiscal years in the period ended March 30, 2024, and the related notes of the Company and our report dated May 24, 2024 expressed an unqualified opinion.
Basis for Opinion
−Removed: The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management's Report on Internal Controls Over Financial Reporting.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management Report on Internal Controls Over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
16 unchanged sentences
OTHER INFORMATION
+Added: Rule 10b5-1 Trading Plans
+Added: A portion of the compensation of our executive officers is delivered in the form of deferred equity awards, including time and performance-based restricted stock unit awards.
+Added: This compensation design is intended to align our executive compensation with the interests of our stockholders.
+Added: Following the delivery of shares of our common stock under those equity awards, once any applicable service time vesting standards have been satisfied, our executive officers from time to time may engage in the open-market sale of some of those shares.
+Added: Our executive officers may also engage from time to time in other transactions involving our securities.
+Added: Transactions in our securities by our executive officers are required to be made in accordance with our Securities Trading Policy, which, among other things, requires that the transactions be in accordance with applicable U.S.
+Added: federal securities laws that prohibit trading while in possession of material nonpublic information.
+Added: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information.
+Added: Our Securities Trading Policy permits our executive officers to enter into trading plans designed to comply with Rule 10b5-1.
+Added: Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our Company.
+Added: During the three months ended March 30, 2024, no director or officer of the Company has adopted or terminated a "Rule 10b5-1 trading arrangement" or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
−Removed: The information required to be disclosed by this item is incorporated herein by reference to our definitive proxy statement for the 2023 Annual Meeting of Stockholders (the "2023 Proxy Statement"), which proxy statement we expect to file with the SEC within 120 days after the end of our fiscal year ended April 1, 2023.
−Removed: The Company has a Code of Conduct that applies to all directors, officers and employees of the Company.
−Removed: A copy of the Company's Code of Conduct is located on the Company's website at www.cavcoindustries.com or will be mailed, at no charge, upon request submitted to Mickey R.
−Removed: Dragash, Secretary, Cavco Industries, Inc., 3636 North Central Avenue, Suite 1200, Phoenix, Arizona, 85012.
−Removed: If the Company makes any amendment to, or grants any waivers of, a provision of the Code of Conduct that applies to its principal executive officer, principal financial officer or principal accounting officer where such amendment or waiver is required to be disclosed under applicable SEC rules, the Company intends to disclose such amendment or waiver and the reasons therefore on its website at www.cavcoindustries.com.
+Added: The information required to be disclosed by this item is incorporated herein by reference to our definitive proxy statement for the 2024 Annual Meeting of Stockholders (the "2024 Proxy Statement"), which proxy statement we expect to file with the SEC within 120 days after the end of our fiscal year ended March 30, 2024.
EXECUTIVE COMPENSATION
1 unchanged sentence
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required to be disclosed by this item is incorporated herein by reference to our 2023 Proxy Statement.
+Added: The information required to be disclosed by Item 403 of Regulation S-K is incorporated herein by reference to our 2024 Proxy Statement.
Equity Compensation Plan Information
−Removed: The following table sets forth information as of April 1, 2023, with respect to the Company's compensation plans and individual compensation arrangements under which the Company's equity securities were authorized for issuance to directors, officers, employees, consultants and certain other persons and entities in exchange for the provision of goods or services.
+Added: The following table sets forth information as of March 30, 2024, with respect to the Company's compensation plans and individual compensation arrangements under which the Company's equity securities were authorized for issuance to directors, officers, employees, consultants and certain other persons and entities in exchange for the provision of goods or services.
Plan Category Number of
2 unchanged sentences
Average Exercise
−Removed: Rights Number of Securities
+Added: Number of Securities
Remaining Available for
6 unchanged sentences
Total 157,103 $ 168.00 549,299
+Added: (1) Includes 62,702 service and performance-based restricted stock units, for which there is no exercise price reflected in this column.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required to be disclosed by this item is incorporated herein by reference to our 2024 Proxy Statement.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required to be disclosed by this item is incorporated herein by reference to our 2024 Proxy Statement.
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements and Financial Statement Schedules
3 unchanged sentences
Exhibits not identified as previously filed are filed herewith.
−Removed: Copies of any of the exhibits referred to below will be furnished at no cost to security holders who make a written request to Mickey R.
−Removed: Dragash, Secretary, Cavco Industries, Inc., 3636 North Central Avenue, Suite 1200, Phoenix, Arizona, 85012 or via the Company website (www.cavcoindustries.com).
Number Exhibit Filed/Furnished Herewith or
6 unchanged sentences
Exhibit 3.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2015
−Removed: Third Amended and Restated Bylaws of Cavco
−Removed: Exhibit 3.1 to the Periodic Report on Form 8-K filed on January 29, 2020
+Added: Fourth Amended and Restated Bylaws of Cavco
+Added: Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on February 2, 2024
Description of Registrant's Securities registered under Section 12 of the Securities Exchange Act of 1934, as amended.
28 unchanged sentences
2005 Stock Incentive Plan Restricted Stock Unit Agreement for Employees
−Removed: Filed herewith
+Added: Exhibit 10.2.8 to the Annual Report on Form 10-K for the fiscal year ended April 1, 2023
+Added: Form of Cavco Industries, Inc.
+Added: 2005 Stock Incentive Plan Performance-based Restricted Stock Unit Award Agreement (2023)
+Added: Exhibit 10.2.9 to the Annual Report on Form 10-K for the fiscal year ended April 1, 2023
+Added: Cavco Industries, Inc.
+Added: 2023 Omnibus Equity Incentive Plan
+Added: Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 3, 2023
+Added: Form of Cavco Industries, Inc.
+Added: 2023 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement
+Added: Exhibit 10.1.1 to the Quarterly Report on Form 10-Q filed on November 3, 2023
Number Exhibit Filed/Furnished Herewith or
1 unchanged sentence
Form of Cavco Industries, Inc.
−Removed: 2005 Stock Incentive Plan Performance-based Restricted Stock Unit Award Agreement (2023)
−Removed: Filed herewith
+Added: 2023 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement for Section 16 Employees and Above
+Added: Exhibit 10.1.2 to the Quarterly Report on Form 10-Q filed on November 3, 2023
+Added: Form of Cavco Industries, Inc.
+Added: 2023 Omnibus Equity Incentive Plan Restricted Stock Unit Agreement for Non-Employee Directors
+Added: Exhibit 10.1.3 to the Quarterly Report on Form 10-Q filed on November 3, 2023
+Added: Form of Cavco Industries, Inc.
+Added: 2023 Omnibus Equity Incentive Plan Performance-based Restricted Stock Unit Award Agreement
+Added: Exhibit 10.1.4 to the Quarterly Report on Form 10-Q filed on November 3, 2023
+Added: Form of Cavco Industries, Inc.
+Added: 2023 Omnibus Equity Incentive Plan Performance-based Restricted Stock Unit Award Agreement for Section 16 Employees and Above
+Added: Exhibit 10.1.5 to the Quarterly Report on Form 10-Q filed on November 3, 2023
+Added: Form of Officer Indemnification Agreement
+Added: Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on February 2, 2024
Employment Agreement, dated as of April 1, 2019, by and between William C.
4 unchanged sentences
Exhibit 10.6 to the Current Report on Form 8-K filed on April 2, 2019
+Added: Release of Claims Agreement, dated March 5 , 2024, by and between Mickey R.
+Added: Dragash and Cavco Industries, Inc.
+Added: Filed herewith
Offer Letter, dated as of January 7, 2020, between the Company and Matthew Niño
9 unchanged sentences
Exhibit 10.3.8 to the Annual Report on Form 10-K for the fiscal year ended March 28, 2020
−Removed: Executive Officer Incentive Plans for Fiscal Year 2020
−Removed: Current Report on Form 8-K filed on June 27, 2019
+Added: Offer Letter, dated as of January 30, 2024, between the Company and Seth Schuknecht
+Added: Filed herewith
+Added: Severance Agreement, dated February 13, 2024, by and between Seth Schuknecht and Cavco Industries, Inc.
+Added: Filed herewith
Executive Officer Incentive Plans for Fiscal Year 2022
4 unchanged sentences
Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2021
−Removed: Cavco Industries, Inc.
−Removed: Clawback Policy
−Removed: Exhibit 10.6 to the Annual Report on Form 10-K for the fiscal year ended March 28, 2020
Asset Purchase Agreement, dated July 23, 2021, by and among Commodore Homes, LLC, The Commodore Corporation, TCC Clarion Limited Partnership, TCC Pennwest, LLC and each of the individual equityholders named therein, and Barry S.
3 unchanged sentences
Exhibit 10.1 to the Current Report on Form 8-K filed on November 23, 2022
+Added: Code of Conduct
+Added: Filed herewith
+Added: Securities Trading Policy, dated October 30, 2023
+Added: Filed herewith
List of Subsidiaries of Cavco
8 unchanged sentences
Filed herewith
+Added: Number Exhibit Filed/Furnished Herewith or
+Added: Incorporated by Reference
Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C.
1 unchanged sentence
Furnished herewith
+Added: Cavco Industries, Inc., Clawback Policy
+Added: Filed herewith
101.INS Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
36 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID:
−Removed: Consolidated Balance Sheets as of April 1, 2023 and April 2, 2022
−Removed: Consolidated Statements of Comprehensive Income for the Years Ended April 1, 2023, April 2, 2022 and April 3, 2021
−Removed: Consolidated Statements of Stockholders' Equity And Redeemable Noncontrolling Interest for the Years Ended April 1, 2023, April 2, 2022 and April 3, 2021
−Removed: Consolidated Statements of Cash Flows for the Years Ended April 1, 2023, April 2, 2022 and April 3, 2021
+Added: Consolidated Balance Sheets as of March 30, 2024 and April 1, 2023
+Added: Consolidated Statements of Comprehensive Income for the Years Ended March 30, 2024, April 1, 2023 and April 2, 2022
+Added: Consolidated Statements of Stockholders' Equity And Redeemable Noncontrolling Interest for the Years Ended March 30, 2024, April 1, 2023 and April 2, 2022
+Added: Consolidated Statements of Cash Flows for the Years Ended March 30, 2024, April 1, 2023 and April 2, 2022
Notes to Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and the Board of Directors of Cavco Industries, Inc.
+Added: To the Stockholders and the Board of Directors of Cavco Industries, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cavco Industries, Inc.
−Removed: and its subsidiaries (the Company) as of April 1, 2023 and April 2, 2022, the related consolidated statements of comprehensive income, stockholders' equity and redeemable noncontrolling interest, and cash flows for each of the three years in the period ended April 1, 2023, and the related notes to the consolidated financial statements (collectively, the financial statements).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 1, 2023 and April 2, 2022, and the results of its operations and its cash flows for each of the three years in the period ended April 1, 2023, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 1, 2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated May 19, 2023 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
+Added: (the Company) as of March 30, 2024 and April 1, 2023, the related consolidated statements of comprehensive income, stockholders' equity and redeemable noncontrolling interest and cash flows for each of the three years in the period ended March 30, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 30, 2024 and April 1, 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 30, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated May 24, 2024 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
Basis for Opinion
4 unchanged sentences
We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
3 unchanged sentences
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or is required to be communicated to the audit committee and that:
(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the account or disclosures to which it relates.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Warranty Reserve
1 unchanged sentence
Nonstructural components of a cosmetic nature are warranted for 120 days, except in specific cases where state laws require longer warranty terms .
−Removed: The Company's warranty reserves were $31.4 million and $26.3 million as of April 1, 2023 and April 2, 2022, respectively, and estimated warranty costs are accrued in cost of sales at the time of sale.
+Added: The Company's warranty reserves were $31.7 million as of March 30, 2024 and estimated warranty costs are accrued in cost of sales at the time of sale.
Management determines the warranty reserves based on estimates of the amounts necessary to settle existing and future claims on homes sold as of the balance sheet date.
2 unchanged sentences
This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates of future warranty claims based on historical claims paid, specifically due to significant growth since inception, introduction of new product lines, acquisitions, and variability in repair costs.
−Removed: Our audit procedures related to the Company's significant estimates and assumptions of the warranty reserve include the following, among others:
−Removed: • We obtained an understanding of the relevant controls related to the management's estimation of the warranty accrual, including controls over the historical warranty claim data and projected future warranty claims, and tested such controls for design and operating effectiveness.
+Added: Our audit procedures related to the Company’s significant estimates and assumptions of the warranty reserve included the following, among others:
+Added: • We obtained an understanding of the relevant controls related to the management’s estimation of the warranty accrual, including controls over the historical warranty claim data and projected
• We tested management’s process for determining the warranty reserve by evaluating the reasonableness of significant assumptions related to the estimation of future claims and the related costs to repair items under warranty.
45 unchanged sentences
Issued 9,389,953 and 9,337,125 shares, respectively;
+Added: Outstanding 8,320,718 and 8,665,324 shares, respectively
Treasury stock, at cost;
41 unchanged sentences
Applicable income taxes
+Added: ( 55 ) 53 129
Comprehensive income 158,187 240,629 197,242
14 unchanged sentences
Shares Amount
−Removed: Balance, March 28, 2020 9,173,242 $ 92 $ — $ 252,260 $ 355,144 $ 90 $ 607,586 $ —
−Removed: Cumulative effect of implementing ASU 2016-13, net
−Removed: — — — — ( 733 ) — ( 733 ) —
−Removed: Net income — — — — 76,646 — 76,646 —
−Removed: Other comprehensive income, net — — — — — 7 7 —
−Removed: Issuance of common stock under stock incentive plans 68,014 — — ( 2,817 ) — — ( 2,817 ) —
−Removed: Stock-based compensation — — — 4,392 — — 4,392 —
−Removed: Common stock repurchases — — ( 1,441 ) — — — ( 1,441 ) —
Balance, April 3, 2021 9,241,256 $ 92 $ ( 1,441 ) $ 253,835 $ 431,057 $ 97 $ 683,640 $ —
2 unchanged sentences
Other comprehensive loss, net — — — — — ( 500 ) ( 500 ) —
−Removed: Issuance of common stock under stock incentive plans 51,022 1 — 4,155 — — 4,156 —
+Added: Net issuance of common stock under stock incentive plans 51,022 1 — 4,155 — — 4,156 —
Stock-based compensation — — — 5,059 — — 5,059 —
1 unchanged sentence
Distributions — — — — — — — ( 375 )
−Removed: Subsequent change in redemption value — — — — — — — ( 78 )
+Added: Valuation adjustment — — — — — — — ( 78 )
Balance, April 2, 2022 9,292,278 $ 93 $ ( 61,040 ) $ 263,049 $ 628,756 $ ( 403 ) $ 830,455 $ 825
1 unchanged sentence
Other comprehensive loss, net — — — — — ( 212 ) ( 212 ) —
−Removed: Issuance of common stock under stock incentive plans 44,847 — — 2,637 — — 2,637 —
+Added: Net issuance of common stock under stock incentive plans 44,847 — — 2,637 — — 2,637 —
Stock-based compensation — — — 6,264 — — 6,264 —
1 unchanged sentence
Distributions — — — — — — — ( 780 )
−Removed: Subsequent change in redemption value — — — — — — — 887
+Added: Valuation adjustment — — — — — — — 887
Balance, April 1, 2023 9,337,125 $ 93 $ ( 164,452 ) $ 271,950 $ 869,310 $ ( 615 ) $ 976,286 $ 1,219
+Added: Net income — — — — 157,817 — 157,817 88
+Added: Other comprehensive income, net — — — — — 282 282 —
+Added: Net issuance of common stock under stock incentive plans 52,828 1 — 2,506 — — 2,507 —
+Added: Stock-based compensation — — — 6,760 — — 6,760 —
+Added: Common stock repurchases — — ( 110,241 ) — — — ( 110,241 ) —
+Added: Distributions — — — — — — — ( 300 )
+Added: Valuation adjustment — — — — — — — ( 33 )
+Added: Conversion to mandatorily redeemable noncontrolling interest — — — — — — — ( 974 )
+Added: Balance, March 30, 2024 9,389,953 $ 94 $ ( 274,693 ) $ 281,216 $ 1,027,127 $ ( 333 ) $ 1,033,411 $ —
See accompanying Notes to Consolidated Financial Statements
8 unchanged sentences
Depreciation and amortization 18,525 16,903 11,017
−Removed: Provision for credit losses ( 517 ) ( 325 ) ( 1,193 )
+Added: Provision for loan losses ( 632 ) ( 517 ) ( 325 )
Deferred income taxes ( 3,081 ) 2,110 ( 1,732 )
1 unchanged sentence
Non-cash interest income, net ( 1,511 ) ( 457 ) ( 1,629 )
−Removed: (Gain) loss on sale or retirement of property, plant and equipment, net ( 281 ) ( 220 ) 116
+Added: Loss (gain) on sale or retirement of property, plant and equipment, net 132 ( 281 ) ( 220 )
Gain on investments and sale of loans, net ( 9,041 ) ( 12,300 ) ( 18,364 )
38 unchanged sentences
Finance lease obligations incurred $ — $ — $ 6,351
+Added: Non-cash consideration for acquisitions $ 5,430 $ — $ —
See accompanying Notes to Consolidated Financial Statements
7 unchanged sentences
Certain prior period amounts have been reclassified to conform to current period classification.
−Removed: Specifically, amounts previously included in the current portion of secured financings are now recorded in Accrued expenses and other current liabilities, and Interest income, which was previously included in Other income, net, has been moved to Interest income.
−Removed: We have evaluated subsequent events after the balance sheet date of April 1, 2023, through the date of the filing of this report with the Securities and Exchange Commission (the "SEC") and there were no disclosable subsequent events .
+Added: We have evaluated subsequent events after the balance sheet date of March 30, 2024, through the date of the filing of this report with the Securities and Exchange Commission (the "SEC") and there were no disclosable subsequent events .
In addition, references throughout to numbered "Notes" refer to these Notes to Consolidated Financial Statements, unless otherwise stated.
8 unchanged sentences
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 31 st .
−Removed: Th e current fiscal year ended on April 1, 2023.
−Removed: Fiscal years 2023 and 2022 consisted of 52 weeks, and fiscal year 2021 consisted of 53 weeks.
+Added: Th e current fiscal year ended on March 30, 2024.
+Added: Fiscal years 2024, 2023 and 2022 each consisted of 52 weeks.
Accounting Estimates.
7 unchanged sentences
Some of our independent distributors operate multiple sales outlets.
−Removed: No independent distributor accounted for 10% or more of factory-built housing revenue during any fiscal year within the three-year period ended April 1, 2023.
+Added: No independent distributor accounted for 10% or more of factory-built housing revenue during any fiscal year within the three-year period ended March 30, 2024.
Factory-Built Housing Revenue Recognition - Retail .
−Removed: Sales by Company-owned retail stores are generally recognized when the customer has entered into a legally binding sales contract, the home is delivered and permanently located at the customer's site, the home is accepted by the customer, title has transferred and funding is probable.
+Added: Sales by Company-owned retail stores are generally recognized when the customer has entered into a legally binding sales contract, the home is delivered and permanently located at the customer's site, the home is accepted by the customer, title has transferred and collectibility is probable.
Financial Services Revenue Recognition.
4 unchanged sentences
Interest income on consumer loans receivables is recognized in Net revenue.
−Removed: Upon acquisition of the previously securitized loan portfolios (the "Acquisition Date"), we evaluated the existing consumer loans receivable held for investment to determine whether there was evidence of deterioration of credit quality and the probability that we would be able to collect all amounts due according to the loans' contractual terms.
+Added: Upon acquisition of previously securitized loan portfolios (the "Acquisition Date"), we evaluated the existing consumer loans receivable held for investment to determine whether there was evidence of deterioration of credit quality and the probability that we would be able to collect all amounts due according to the loans' contractual terms.
We also considered expected prepayments and estimated the amount and timing of undiscounted principal, interest and other cash flows.
13 unchanged sentences
Accounts Receivable.
−Removed: We extend competitive credit terms on a customer-by-customer basis in the normal course of business, subject to normal industry risk, with many requiring a cash deposit with a sales order or payment upon delivery of a home.
+Added: We extend credit terms on a customer-by-customer basis in the normal course of business, subject to normal industry risk, with many requiring a cash deposit with a sales order or payment upon delivery of a home.
We review accounts receivable for estimated losses that may result from customers' inability to pay.
−Removed: As of April 1, 2023 and April 2, 2022, there were no allowances for doubtful accounts.
+Added: As of March 30, 2024 and April 1, 2023, there were no allowances for doubtful accounts.
Management determines the appropriate classification of its investment securities at the time of purchase.
Our investments include marketable debt and equity securities and non-marketable equity investments.
−Removed: Changes in unrealized net holding gains and losses on equity securities are reported in earnings.
+Added: Changes in unrealized net holding gains and losses on marketable equity securities are reported in earnings.
Unrealized net holding gains and losses on available-for-sale debt securities are recorded in Accumulated other comprehensive income (loss) ("AOCI") in the Consolidated Balance Sheets.
Realized gains and losses from the sale of securities are determined using the specific identification method (see Note 4).
−Removed: As of April 1, 2023, we have determined that all losses on available-for-sale debt securities were from market factors, and therefore we had no valuation allowance on such investments.
+Added: As of March 30, 2024, we have determined that all losses on available-for-sale debt securities were from market factors, and therefore we had no valuation allowance on such investments.
Consumer Loans Receivable.
6 unchanged sentences
those conforming to the requirements of Government-Sponsored Enterprises ("GSEs") and those that are non-conforming.
−Removed: In most instances, our mortgages are secured by a first-lien position and are provided for the consumer purchase of a home.
+Added: In most instances, our mortgages are secured by a first-lien position and are provided to consumers for the purchase of a home.
Consumer loans held for investment include home-only personal property loans originated under our home-only lending programs.
12 unchanged sentences
Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") requires a forward-looking impairment model based on expected losses rather than incurred losses.
−Removed: As of April 1, 2023 and April 2, 2022, we had an allowance for loan losses of $ 1.2 million and $ 2.1 million, respectively, on our consumer loans receivable (see Note 6).
+Added: As of March 30, 2024 and April 1, 2023, we had an allowance for loan losses of $ 1.1 million and $ 1.2 million, respectively, on our consumer loans receivable (see Note 6).
To determine the appropriate level of the allowance for loan loss on our commercial loans receivable, we collectively evaluate loans based on their terms and duration.
2 unchanged sentences
If we determine that it is probable that a borrower will default, a specific reserve is determined and recorded within the estimated allowance for loan losses.
−Removed: We recorded allowance for loan losses of $ 1.6 million and $ 1.0 million at April 1, 2023 and April 2, 2022, respectively, related to commercial loans receivable (see Note 7).
+Added: We recorded allowance for loan losses of $ 0.8 million and $ 1.6 million at March 30, 2024 and April 1, 2023, respectively, related to commercial loans receivable (see Note 7).
Raw material inventories are valued at the lower of cost or net realizable value, using the first in, first out method.
−Removed: Finished goods and work-in-process inventories are valued at the lower of cost or market, using the specific identification method.
−Removed: Property, Plant and Equipment.
+Added: Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method.
+Added: Property, Plant and Equipment, Net.
Property, plant and equipment are carried at cost.
16 unchanged sentences
The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.
−Removed: Goodwill and Other Intangibles.
+Added: Goodwill and Other Intangibles, Net.
We account for goodwill and other intangible assets in accordance with the provisions of ASC 350, Intangibles—Goodwill and Other .
2 unchanged sentences
factory-built housing and financial services.
−Removed: As of April 1, 2023, all of our goodwill is attributable to the factory-built housing reporting segment.
+Added: As of March 30, 2024, all of our goodwill is attributable to the factory-built housing reporting segment.
Certain intangibles are considered indefinite-lived and others are finite-lived and are amortized over their useful lives.
1 unchanged sentence
Indefinite-lived intangible assets are assessed annually for impairment first by making a qualitative assessment, and if necessary, performing a quantitative assessment and recording an impairment charge if the fair value of the asset is less than its carrying amount.
−Removed: We performed our annual goodwill impairment analysis as of April 1, 2023, and as the fair value of the factory-built housing reporting unit was greater than the carrying value, there was no impairment recognized during fiscal years 2023, 2022 or 2021.
+Added: We performed our annual goodwill impairment analysis as of March 30, 2024, and determined that it was more likely than not that the fair value of the factory-built housing reporting segment exceeded its respective carrying value.
+Added: There was no impairment recognized during fiscal years 2024, 2023 or 2022.
We provide retail home buyers, builders or developers with a one year warranty for manufacturing defects from the date of sale to the retail customer.
5 unchanged sentences
Certain distributors, builders and developers can qualify for cash rebates generally based on the level of sales attained during a twelve-month period on specified products.
−Removed: Volume rebates are accrued at the time of sale and are recorded as a reduction of Net revenue.
+Added: Estimates of volume rebates are accrued at the time of sale and are recorded as a reduction of Net revenue.
Substantially all freight costs are recovered from our distributors and are included in Net revenue.
14 unchanged sentences
The effects of inflation are implicitly considered in the reserving process.
−Removed: The applicable reserve balance was $ 10.9 million and $ 8.1 million as of April 1, 2023 and April 2, 2022, respectively, of which $ 4.4 million and $ 3.8 million related to incurred but not reported ("IBNR") losses, respectively.
+Added: The applicable reserve balance was $ 10.5 million and $ 10.9 million as of March 30, 2024 and April 1, 2023, respectively, of which $ 5.2 million and $ 4.4 million related to incurred but not reported ("IBNR") losses, respectively.
We are self-insured for a significant portion of our general and products liability, auto liability, health, property and workers' compensation liability coverage.
45 unchanged sentences
Redeemable Noncontrolling Interest.
−Removed: We have a 70 % interest in Craftsman Homes, LLC and Craftsman Homes Development, LLC (collectively known as "Craftsman").
−Removed: An additional 20 % of the remaining equity of Craftsman is to be purchased on December 31, 2023 by us for cash.
−Removed: As mandatory redemption of this ownership interest is required and is due in less than one year, the fair value of this portion of the noncontrolling interest is recorded in Accrued expenses and other current liabilities of the Consolidated Balance Sheet.
−Removed: In each reporting period hereafter, until purchased by the Company, the mandatorily redeemable noncontrolling interest is adjusted to its current redemption value, based on a predetermined formula.
−Removed: Adjustments in the redemption value to the mandatorily redeemable noncontrolling interest are recorded to Other income, net.
−Removed: The Craftsman Seller can require us to purchase their remaining 10% ownership ("Put Right") after December 31, 2023, for an amount specified in the Craftsman Purchase Agreement that is designed to approximate fair value.
−Removed: Likewise, we can require the Craftsman Seller to sell us their remaining 10% ownership based on the same timing as described above for the Put Right.
−Removed: As redemption of this remaining ownership is not a current obligation, the fair value of this portion of the noncontrolling interest is classified as a temporary equity mezzanine item between liabilities and stockholders' equity in the Consolidated Balance Sheets as Redeemable noncontrolling interest.
−Removed: The amount of income attributable to this noncontrolling interest is included on the face of the Consolidated Statements of Comprehensive Income.
+Added: In fiscal year 2017, we purchased a 50 % ownership interest in Craftsman Homes, LLC and Craftsman Homes Development, LLC (collectively "Craftsman" or the "Entities") with an additional 20 % acquired during fiscal year 2022.
+Added: This additional purchase gave us a controlling interest, resulting in consolidation of the Entities and the recognition of a noncontrolling interest for the remaining third party ownership.
+Added: Adjustments in the redemption value of the noncontrolling interest were recorded to Interest expense
+Added: We were contractually obligated to purchase an additional 20 % of Craftsman on December 31, 2023.
+Added: The estimated purchase price was recorded in Other liabilities.
+Added: The remaining 10 % was classified as a temporary equity mezzanine item between liabilities and stockholders' equity in the Consolidated Balance Sheets as Redeemable noncontrolling interest.
+Added: The amount of income attributable to this Redeemable noncontrolling interest is included on the face of the Consolidated Statements of Comprehensive Income.
+Added: During fiscal year 2024, we executed amendments to the Membership Interest Purchase Agreement to acquire the entire remaining 30 % for cash on January 1, 2024.
+Added: Upon execution of the amendments, the remaining 30 % became mandatorily redeemable, and the value attributed to the Redeemable noncontrolling interest was reclassed to Accrued expenses and other current liabilities on the Consolidated Balance Sheets at the estimated redemption value.
+Added: On January 1, 2024 we acquired the remaining 30 % interest.
Accumulated Other Comprehensive Income (Loss).
1 unchanged sentence
Accumulated unrealized loss on available-for-sale debt securities at the end of fiscal year 2024 was $ 0.4 million before tax, with an associated tax amount of $ 0.1 million, resulting in a net unrealized loss of $ 0.3 million.
−Removed: Unrealized loss on available-for-sale debt securities for fiscal year 2022 was $ 0.5 million, with an associated tax amount of $ 0.1 million, for a net unrealized loss of $ 0.4 million.
+Added: Accumulated unrealized loss on available-for-sale debt securities at the end of fiscal year 2023 was $ 0.8 million, with an associated tax amount of $ 0.2 million, for a net unrealized loss of $ 0.6 million.
Treasury Stock.
2 unchanged sentences
Beginning Janua ry 1, 2023, the Inflation Reduction Act of 2022 imposed a 1% excise tax on the aggregate fair market value of stock repurchased by certain corporations during the taxable year, subject to adjustments.
−Removed: We have calculated the excise tax on purchases from the effective date through April 1, 2023, and this amount is recorded as an increase in our Treasury Sto ck.
+Added: We have calculated the excise tax on purchases from the effective date through March 30, 2024, and this amount is recorded as an increase in our Treasury Sto ck.
Net Income Per Share.
12 unchanged sentences
Such services are provided as a convenience to the customer.
−Removed: As we are involved in the selection of subcontractors, under FASB ASC 606, Revenue from Contracts with Customers , we recognize the sale of these ancillary services on a gross basis.
+Added: As we are involved in the selection of subcontractors and ultimately responsible for execution of these services, under FASB ASC 606, Revenue from Contracts with Customers , we recognize the sale of these ancillary services on a gross basis.
The revenues associated with these programs for fiscal years 2024, 2023 and 2022 were $ 57.6 million, $ 53.3 million and $ 43.9 million, respectively.
16 unchanged sentences
Factory-built housing
−Removed: Housing and Urban Development code homes $ 1,816,751 $ 1,335,904 $ 842,515
−Removed: Modular homes 142,728 117,817 91,896
−Removed: Park model RVs 57,920 42,219 46,862
−Removed: Other 52,051 60,343 56,616
+Added: Home sales $ 1,631,650 $ 2,017,399 $ 1,495,940
+Added: Delivery, setup and other revenues 84,957 52,051 60,343
1,716,607 2,069,450 1,556,283
32 unchanged sentences
The amortized cost and fair value of our investments in available-for-sale debt securities, by security type are shown in the table below (in thousands):
−Removed: April 1, 2023
+Added: March 30, 2024
Residential mortgage-backed securities
14 unchanged sentences
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):
−Removed: April 1, 2023
+Added: March 30, 2024
Less than 12 Months 12 Months or Longer Total
19 unchanged sentences
$ 6,498 $ ( 146 ) $ 11,305 $ ( 634 ) $ 17,803 $ ( 780 )
−Removed: 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 April 1, 2023.
−Removed: 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.
+Added: 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 March 30, 2024.
+Added: Further, we do not intend to, 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.
−Removed: April 1, 2023
+Added: March 30, 2024
Due in less than one year
1 unchanged sentence
Due after one year through five years
−Removed: 12,172 11,551
Due after five years through ten years
3 unchanged sentences
We recognize investment gains and losses on available-for-sale debt securities when we sell or otherwise dispose of securities using the specific identification method.
−Removed: There were no gross gains realized on the sale of available-for-sale debt securities for fiscal year 2023, an insignificant amount of gross gains realized on the sale of available-for-sale debt securities in fiscal year 2022 and none in fiscal year 2021.
−Removed: There were no gross losses realized on the sale of available-for-sale debt securities in either fiscal year 2023 or 2022, and the gross losses realized on the sale of available-for-sale debt securities in fiscal year 2021 were insignificant.
+Added: There were no gross gains realized on the sale of available-for-sale debt securities in either fiscal year 2024 or 2023 and an insignificant amount of gross gains was realized in fiscal year 2022.
+Added: There were no gross losses realized on the sale of available-for-sale debt securities in fiscal years 2024, 2023 or 2022.
We recognize 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.
6 unchanged sentences
Net (gains) recognized on securities sold during the period ( 348 ) ( 958 ) ( 551 )
−Removed: Unrealized (losses) gains recognized during the period on securities still held $ ( 397 ) $ 1,609 $ 6,324
+Added: Unrealized gains (losses) recognized during the period on securities still held $ 1,521 $ ( 397 ) $ 1,609
Inventories consisted of the following (in thousands):
4 unchanged sentences
$ 241,339 $ 263,150
−Removed: The inventories above include $ 34.1 million of inventory that was acquired with Solitaire Homes and remains on hand at April 1, 2023.
−Removed: Such inventory is recorded at fair value which approximates sales price.
Consumer Loans Receivable
4 unchanged sentences
Loans held for sale
+Added: 15,140 10,846
Construction advances
10 unchanged sentences
2024 April 1,
−Removed: Allowance for loan losses at beginning of period $ 2,115 $ 3,188
+Added: Allowance for loan losses at beginning of fiscal year $ 1,153 $ 2,115
Change in estimated loan losses, net ( 87 ) ( 944 )
1 unchanged sentence
Recoveries — 19
−Removed: Allowance for loan losses at end of period $ 1,153 $ 2,115
+Added: Allowance for loan losses at end of fiscal year $ 1,066 $ 1,153
The consumer loans held for investment had the following characteristics:
10 unchanged sentences
$ 45,656 $ 45,669
−Removed: The following table disaggregates gross consumer loans receivable by credit quality indicator and fiscal year of origination (in thousands):
−Removed: April 1, 2023
+Added: The following table disaggregates gross consumer loans receivable by credit quality indicator at loan inception and fiscal year of origination (in thousands):
+Added: March 30, 2024
2024 2023 2022 2021 2020 Prior Total
12 unchanged sentences
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.
−Removed: As of April 1, 2023, 44 % of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas and 13 % was concentrated in Florida.
+Added: As of March 30, 2024, 46 % of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas and 10 % was concentrated in Florida.
As of April 1, 2023, 44 % of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas and 13 % was concentrated in Florida.
−Removed: Other than Texas and Florida, no state had concentrations in excess of 10 % of the principal balance of consumer loans receivable as of April 1, 2023 or April 2, 2022.
+Added: Other than Texas and Florida, no state had concentrations in excess of 10% of the principal balance of consumer loans receivable as of March 30, 2024 or April 1, 2023.
Collateral for repossessed loans is acquired through foreclosure or similar proceedings and is recorded at the estimated fair value of the home l ess the estimated costs to sell.
2 unchanged sentences
On a monthly basis, the fair value of the collateral is adjusted to the lower of the amount recorded at repossession or the estimated sales price less estimated costs to sell, based on current information.
−Removed: Repossessed homes totaled approximately $ 1.1 million as of April 1, 2023 and $ 0.5 million as of April 2, 2022, and are included in Pre paid expenses and other current assets in the Consolidated Balance Sheets.
−Removed: Foreclosure or similar proceedings in progress totaled approximately $ 0.5 million and $ 1.1 million as of April 1, 2023 and April 2, 2022, respectively.
+Added: Repossessed homes totaled approximately $ 0.7 million as of March 30, 2024 and $ 1.1 million as of April 1, 2023, and are included in Pre paid expenses and other current assets in the Consolidated Balance Sheets.
+Added: Foreclosure or similar proceedings in progress totaled approximately $ 0.4 million and $ 0.5 million as of March 30, 2024 and April 1, 2023, respectively.
Commercial Loans Receivable
3 unchanged sentences
Other terms of direct arrangements vary, depending on the needs of the borrower and the opportunity for the Company.
−Removed: Commercial loans receivable, net consisted of the following, by class of financing notes receivable (in thousands):
+Added: Commercial loans receivable, net consisted of the following (in thousands):
2024 April 1,
−Removed: Loans receivable $ 103,726 $ 69,693
+Added: Loans receivable (including from affiliates) $ 91,938 $ 103,726
Allowance for loan losses
16 unchanged sentences
2024 April 1,
−Removed: Balance at beginning of period $ 1,011 $ 816
−Removed: Purchase accounting additions — 408
+Added: Balance at beginning of fiscal year $ 1,586 $ 1,011
Change in estimated loan losses, net ( 805 ) 575
−Removed: Balance at end of period $ 1,586 $ 1,011
+Added: Balance at end of fiscal year $ 781 $ 1,586
Loans are subject to regular review and are given management's attention whenever a problem situation appears to be developing.
4 unchanged sentences
Payments received on non-accrual loans are recorded on a cash basis, first to interest and then to principal, and charge-offs occur when it becomes probable that outstanding amounts will not be recovered.
−Removed: At April 1, 2023, 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.
+Added: At March 30, 2024, 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.
The following table disaggregates our commercial loans receivable by credit quality indicator and fiscal year of origination (in thousands):
−Removed: April 1, 2023
+Added: March 30, 2024
2024 2023 2022 2021 2020 Total
3 unchanged sentences
Performing $ 80,193 $ 16,028 $ 4,071 $ 2,203 $ 1,231 $ 103,726
−Removed: As of April 1, 2023 and April 2, 2022, 17.8 % and 24.9 %, respectively, of our outstanding commercial loans receivable principal balance was concentrated in New York.
−Removed: No other state had concentrations in excess of 10 % of the principal balance of the commercial loans receivable as of April 1, 2023 or April 2, 2022.
−Removed: We had concentrations with one independent third-party and its affiliates that equaled 12.0 % and 13.7 % of the net commercial loans receivable principal balance outstanding, all of which was secured, as of April 1, 2023 and April 2, 2022, respectively.
+Added: As of both March 30, 2024 and April 1, 2023, approximately 18 % of our outstanding commercial loans receivable principal balance was concentrated in New York.
+Added: No other state had concentrations in excess of 10% of the principal balance of the commercial loans receivable as of March 30, 2024 or April 1, 2023.
+Added: We had concentrations with one independent third-party and its affiliates that equaled 13 % and 12 % of the net commercial loans receivable principal balance outstanding, all of which was secured, as of March 30, 2024 and April 1, 2023, respectively.
The risks created by these concentrations have been considered in the determination of the adequacy of the allowance for loan losses.
27 unchanged sentences
The lease term includes options to extend or terminate the lease when it is reasonably certain that we will exercise such options.
−Removed: The following table provides information about the financial statement classification of our lease balances reported within the Consolidated Balance Sheets as of April 1, 2023 and April 2, 2022 (in thousands):
−Removed: Classification April 1,
+Added: The following table provides information about the financial statement classification of our lease balances reported within the Consolidated Balance Sheets as of March 30, 2024 and April 1, 2023 (in thousands):
+Added: Classification March 30,
2024 April 1,
8 unchanged sentences
Total lease liabilities $ 46,617 $ 34,183
−Removed: (1) Recorded net of accumulated amortization of $ 0.3 million and $ 0.1 million as of April 1, 2023 and April 2, 2022, respectively.
−Removed: The following table provides information about the financial statement classification of our lease expenses reported within the Consolidated Statements of Comprehensive Income for the years ended April 1, 2023, April 2, 2022 and April 3, 2021 (in thousands):
−Removed: Lease Expense Category Classification April 1,
+Added: (1) Recorded net of accumulated amortization of $ 0.4 million and $ 0.3 million as of March 30, 2024 and April 1, 2023, respectively.
+Added: The following table provides information about the financial statement classification of our lease expenses reported within the Consolidated Statements of Comprehensive Income for the years ended March 30, 2024, April 1, 2023 and April 2, 2022 (in thousands):
+Added: Lease Expense Category Classification March 30,
2024 April 1,
13 unchanged sentences
Finance leases 356 356 220
−Removed: The present value of minimum payments for future fiscal years under non-cancelable leases as of April 1, 2023 was as follows (in thousands):
+Added: The present value of minimum payments for future fiscal years under non-cancelable leases as of March 30, 2024 was as follows (in thousands):
Operating Leases Finance Leases Total
8 unchanged sentences
$ 40,451 $ 6,166 $ 46,617
−Removed: The following table provides information about the weighted average remaining lease terms and weighted average discount rates as of April 1, 2023:
+Added: The following table provides information about the weighted average remaining lease terms and weighted average discount rates as of March 30, 2024:
Remaining Lease Term (Years) Discount Rate
3 unchanged sentences
Goodwill and other intangibles, net, consisted of the following (in thousands):
−Removed: April 1, 2023 April 2, 2022
+Added: March 30, 2024 April 1, 2023
Amount Accumulated
14 unchanged sentences
$ 156,128 $ ( 5,973 ) $ 150,155 $ 150,641 $ ( 6,304 ) $ 144,337
−Removed: Changes in the carrying amount of Goodwill were as follows for the years ended April 1, 2023 and April 2, 2022 (in thousands).
−Removed: See Note 23 for further information.
−Removed: 2023 April 2,
−Removed: Balance at beginning of period $ 100,993 $ 75,090
−Removed: Change in goodwill from Solitaire Homes acquisition 13,970 —
−Removed: Change in goodwill from Commodore acquisition ( 416 ) 21,308
−Removed: Change in goodwill from Craftsman acquisition — 4,595
−Removed: Balance at end of period $ 114,547 $ 100,993
+Added: At April 1, 2023 and March 30, 2024, the Company had Goodwill of $ 114,547 and $ 121,934 , respectively.
+Added: The change is due to current year acquisitions and adjustments to prior year acquisitions.
+Added: All Goodwill resides in the Factory-built housing segment.
+Added: At March 30, 2024 there are no accumulated impairment losses related to Goodwill.
Amortization expense recognized on intangible assets was $ 1.6 million during fiscal year 2024, $ 2.1 million during fiscal year 2023 and $ 1.4 million during fiscal year 2022.
5 unchanged sentences
2024 April 1,
−Removed: Salaries, wages and benefits $ 47,100 $ 54,172
Customer deposits $ 40,856 $ 45,193
−Removed: Estimated warranties 31,368 26,250
+Added: Salaries, wages and benefits 38,125 47,100
Unearned insurance premiums 33,449 27,901
+Added: Estimated warranties 31,718 31,368
Accrued volume rebates 21,167 22,858
+Added: Accrued self-insurance 14,124 11,467
Other 60,297 76,774
3 unchanged sentences
2023 April 2,
−Removed: Balance at beginning of period
−Removed: $ 26,250 $ 18,032 $ 18,678
+Added: Balance at beginning of fiscal year $ 31,368 $ 26,250 $ 18,032
Purchase accounting additions
4 unchanged sentences
( 59,869 ) ( 46,289 ) ( 38,369 )
−Removed: Balance at end of period
−Removed: $ 31,368 $ 26,250 $ 18,032
+Added: Balance at end of fiscal year $ 31,718 $ 31,368 $ 26,250
Other Liabilities
1 unchanged sentence
2024 April 1,
−Removed: Finance lease payables $ 6,243 $ 6,316
+Added: Finance lease liabilities $ 6,166 $ 6,243
Other secured financing 1,916 2,379
Mandatorily redeemable noncontrolling interest — 2,268
−Removed: 10,890 11,620
Less current portion included in Accrued expenses and other current liabilities ( 323 ) ( 3,070 )
1 unchanged sentence
Scheduled maturities for future fiscal years of the Company's obligations consist of the following (in thousands).
−Removed: The mandatorily redeemable noncontrolling interest is due in December 2023 and is included in the current portion, recorded in Accrued expenses and other current liabilities.
Thereafter 6,624
2 unchanged sentences
On November 22, 2022, we entered into a Credit Agreement among the Company, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and the guarantors party thereto (the "Credit Agreement"), providing for a $ 50 million revolving credit facility (the "Revolving Credit Facility"), which may be increased from time to time through adding one or more tranches of term loans (each an "Incremental Term Facility") up to an aggregate amount of $ 100 million.
+Added: The Credit Agreement matures on November 22, 2027.
Loans under the Revolving Credit Facility and any Incremental Term Facilities will bear interest at a rate equal to (i) the Secured Overnight Financing Rate, plus a credit spread adjustment of 0.10 % (as adjusted, "Term SOFR"), plus the "applicable rate" or (ii) the "base rate" (defined as the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50 %, and (c) Term SOFR plus 1.00 %) plus the "applicable rate." The applicable rate will be determined in accordance with a pricing grid based on the Company's Consolidated Total Leverage Ratio (as defined in the Credit Agreement) ranging from 1.125 % to 1.350 % per annum for Term SOFR rate loans and from 0.125 % to 0.350 % per annum for base rate loans.
4 unchanged sentences
The Credit Agreement also contains customary representations and warranties, and affirmative negative covenants.
−Removed: As of April 1, 2023, there were no borrowings outstanding under the Revolving Credit Facility and we were in compliance with all covenants.
+Added: As of March 30, 2024, there were no borrowings outstanding under the Revolving Credit Facility and we were in compliance with all covenants.
Reinsurance and Insurance Loss Reserves
5 unchanged sentences
The effects of reinsurance on premiums written and earned were as follows (in thousands):
−Removed: April 1, 2023 April 2, 2022
+Added: March 30, 2024 April 1, 2023
Written Earned Written Earned
12 unchanged sentences
2023 April 2,
−Removed: Balance at beginning of period $ 8,149 $ 7,451 $ 5,582
+Added: Balance at beginning of fiscal year $ 10,939 $ 8,149 $ 7,451
Net incurred losses during the year 37,490 33,466 25,962
Net claim payments during the year ( 37,889 ) ( 30,676 ) ( 25,264 )
−Removed: Balance at end of period $ 10,939 $ 8,149 $ 7,451
+Added: Balance at end of fiscal year $ 10,540 $ 10,939 $ 8,149
The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year.
7 unchanged sentences
State ( 98 ) ( 732 ) ( 535 )
+Added: Foreign ( 78 ) — —
( 3,060 ) 1,973 ( 1,792 )
4 unchanged sentences
State income taxes, net of federal benefit 7,984 12,172 8,075
−Removed: Stock-based compensation ( 884 ) ( 1,421 ) ( 2,710 )
Tax credits ( 6,662 ) ( 10,847 ) ( 37,488 )
4 unchanged sentences
Net deferred tax (liabilities) assets
−Removed: Property, plant and equipment $ ( 16,763 ) $ ( 7,030 )
Goodwill $ ( 17,080 ) $ ( 16,041 )
+Added: Property, plant and equipment ( 14,678 ) ( 16,763 )
Warranty reserves 7,668 7,355
1 unchanged sentence
Lease - Right of use assets ( 7,108 ) ( 6,050 )
−Removed: Salaries and wages 3,675 3,924
−Removed: Accrued volume rebates 2,713 2,600
Research and experimentation expenditures 5,940 2,712
+Added: Salaries and wages 3,176 3,675
Inventory 2,913 2,151
−Removed: Stock-based compensation 2,086 2,199
−Removed: Loan discount 970 1,275
−Removed: Unrealized gains on marketable equity investments ( 5 ) ( 1,715 )
+Added: Accrued volume rebates 2,868 2,713
Other 4,280 6,344
$ ( 4,575 ) $ ( 7,581 )
−Removed: The effective income tax rate for the current year was positively impacted by the recognition of tax credits and stock option exercises.
−Removed: Of the total tax credits, $ 9.8 million related to the sale of energy efficient homes and energy start credits available under the Internal Revenue Code §45L and $ 1.0 million related to the Research and Development and Work Opportunity Tax Credits.
+Added: The effective income tax rate for the current year was positively impacted by the recognition of tax credits.
+Added: Of the total tax credits, $ 4.2 million related to the sale of energy efficient homes and Energy Star credits available under the Internal Revenue Code §45L and $ 2.4 million related to the Research and Development, Solar, and Work Opportunity Tax Credits.
The §45L tax credit was initially established under the Federal Energy Policy Act of 2005 and was extended through December 31, 2032 by the Inflation Reduction Act of 2022.
−Removed: The Company determined eligibility for the program in consultation with third-party qualified experts.
We recorded an insignificant amount of unrecognized tax benefits during fiscal years 2024, 2023 and 2022, and there would be an insignificant effect on the effective tax rate if all unrecognized tax benefits were recognized.
4 unchanged sentences
The determination of the need for, or amount of, any valuation allowance involves significant management judgment and is based upon the evaluation of both positive and negative evidence, including management projections of anticipated taxable income.
−Removed: At April 1, 2023, we had state net operating loss carryforwards totaling $ 8.4 million, which begin to expire in 2036, and an associated valuation allowance of $ 0.3 million.
−Removed: We have evaluated our historical profits earned and forecasted taxable income and determined that, except as described above, all of the deferred tax assets would be utilized in future periods.
+Added: At March 30, 2024, we had state net operating loss carryforwards totaling $ 3.5 million, which begin to expire in 2038, and no associated valuation allowance.
+Added: We have evaluated our historical profits earned and forecasted taxable income and determined that all of the deferred tax assets would be utilized in future periods.
Ultimate realization of the deferred tax assets depends on our ability to continue to earn profits, as we have historically, and to meet these forecasts in future periods.
Income tax returns are filed in the U.S.
−Removed: federal jurisdiction and in several state jurisdictions.
+Added: federal jurisdiction in several state jurisdictions, and in Mexico.
In general, we are no longer subject to examination by the IRS or state and local income tax examinations by tax authorities for years before fiscal year 2020;
6 unchanged sentences
The price we may be obligated to pay generally declines over the period of the agreement (generally 18 to 24 months, calculated from the date of sale to the distributor) and the risk of loss is further reduced by the resale value of the repurchased homes.
−Removed: The maximum amount for which the Company was liable under such agreements approximated $ 178 million and $ 141 million at April 1, 2023 and April 2, 2022, respectively, without reduction for the resale value of the homes.
−Removed: During the fourth quarter of fiscal 2023, we received one repurchase demand notice and the inventory was obtained shortly after year end.
−Removed: As the fair value of the inventory exceeded the amount for which it was repurchased, no reserve was deemed necessary.
−Removed: There were no other repurchases during the year.
−Removed: Our reserve for repurchase commitments was $ 5.2 million at April 1, 2023 and $ 3.6 million at April 2, 2022.
+Added: The maximum amount for which the Company was liable under such agreements approximated $ 121 million at March 30, 2024, $ 178 million at April 1, 2023 and $ 141 million at April 2, 2022, without reduction for the resale value of the homes.
+Added: During the fourth quarter of fiscal 2024, we received two repurchase demand notices.
+Added: The inventory was obtained and resold to other dealers during the quarter at an immaterial loss.
+Added: For all of fiscal 2024, we received five demand notices covering 11 homes.
+Added: Our reserve for repurchase commitments was $ 2.9 million at March 30, 2024 and $ 5.2 million at April 1, 2023.
Constru ction-Period Mortgages.
18 unchanged sentences
We maintain a reserve for these contingent repurchase and indemnification obligations.
−Removed: This reserve of $ 0.7 million as of April 1, 2023 and $ 0.9 million as of April 2, 2022, included in Accrued expenses and other current liabilities, reflects management's estimate of probable loss.
+Added: This reserve of $ 0.6 million as of March 30, 2024 and $ 0.7 million as of April 1, 2023, included in Accrued expenses and other current liabilities, reflects management's estimate of probable loss.
We consider a variety of assumptions, including borrower performance (both actual and estimated future defaults), historical repurchase demands and loan default rates to estimate the liability for loan repurchases and indemnifications.
−Removed: There were no claim requests that resulted in the repurchase of a loan during the year ended April 1, 2023.
−Removed: In addition, we are subject to minimum net worth requirements and were in compliance for the year ended April 1, 2023.
+Added: There were no claim requests that resulted in the repurchase of a loan during the year ended March 30, 2024.
+Added: In addition, we are subject to minimum net worth requirements and were in compliance for the year ended March 30, 2024.
Interest Rate Lock Commitments .
6 unchanged sentences
As a result, we are subject to fallout risk related to IRLCs, which is realized if approved borrowers choose not to close on the loans within the terms of the IRLCs unless the commitment is successfully paired with another loan that may mitigate losses from fallout.
−Removed: As of April 1, 2023, we had outstanding IRLCs with a notional amount of $ 64.9 million, which are recorded at fair value in accordance with FASB ASC 815, Derivatives and Hedging ("ASC 815").
+Added: As of March 30, 2024, we had outstanding IRLCs with a notional amount of $ 39.0 million, which are recorded at fair value in accordance with FASB ASC 815, Derivatives and Hedging ("ASC 815").
ASC 815 clarifies that the expected net future cash flows related to the associated servicing of a loan should be included in the measurement of all written loan commitments that are accounted for at fair value through earnings.
3 unchanged sentences
The initial and subsequent changes in the value of IRLCs are a component of gain (loss) on loans held for sale.
−Removed: During fiscal years 2023 and 2022, we recognized insignificant non-cash gains on outstanding IRLCs.
−Removed: During fiscal year 2021, we recognized a non-cash loss of $ 0.2 million on outstanding IRLCs.
+Added: During fiscal year 2024 we recognized an insignificant non-cash loss on outstanding IRLCs.
+Added: During fiscal years 2023 and 2022 we recognized insignificant non-cash gain s on outstanding IRLCs.
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 and whole loan sale commitments (collectively "Commitments").
−Removed: As of April 1, 2023, we had $ 1.6 million in outstanding Commitments.
+Added: As of March 30, 2024, we had $ 2.8 million in outstanding 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 Commitments are based on quoted market values and are recorded within Prepaid expenses and other current assets in the Consolidated Balance Sheets.
−Removed: During the years ended April 1, 2023 and April 2, 2022, we recognized non-cash losses of $ 0.3 million and $ 0.1 million, respectively.
−Removed: During the fiscal year ended April 3, 2021, we recognized a non-cash gain of $ 1.4 million on Commitments.
+Added: During the fiscal year ended March 30, 2024, we recognized an insignificant non-cash gain on Commitments .
+Added: During the fiscal years ended April 1, 2023 and April 2, 2022, we recognized non-cash losses of $ 0.3 million and $ 0.1 million, respectively, on Commitments.
Legal Matters .
−Removed: On September 2, 2021, the SEC filed a civil complaint in the United States District Court, District of Arizona, naming the Company along with the Company's former Chairman, President & Chief Executive Officer ("former CEO") and the Company's former Chief Financial Officer, alleging violations of the antifraud and internal accounting control provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), based on trading in the shares of another company directed by the former CEO.
+Added: On September 2, 2021, the SEC filed a civil complaint in the United States District Court, District of Arizona, naming the Company along with the Company's former Chairman, President & Chief Executive Officer ("former CEO") and the Company's former Chief Financial Officer ("former CFO"), alleging violations of the antifraud and internal accounting control provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), based on trading in the shares of another company directed by the former CEO.
In fiscal 2022, the Company recorded an accrual relating to this loss contingency.
On September 23, 2022, the United States District Court for the District of Arizona approved the settlement of the SEC action against the Company.
−Removed: Without admitting or denying the findings of the consent judgment, the Company agreed to the imposition of an injunction against future violations of the antifraud and internal accounting control provisions of the Exchange Act and a monetary penalty of $ 1.5 million, which did not have a material impact on the Company's financial statements.
−Removed: The settlement resolves all claims in such action against the Company, but we remain obligated for ongoing indemnification for a former officer of the Company.
+Added: Without admitting or denying the findings of the consent judgment, the Company agreed to the imposition of an injunction against future violations of the antifraud and internal accounting control provisions of the Exchange Act and a monetary penalty of $ 1.5 million, which did not have a material impact on the Company's financial statements (collectively, the "SEC Litigation").
+Added: The settlement resolved all claims in the SEC Litigation against the Company.
+Added: In May 2024, the SEC settled all outstanding claims against our former CFO thereby closing all SEC Litigation matters.
We are party to certain other lawsuits in the ordinary course of business.
3 unchanged sentences
The Company maintains stock incentive plans whereby stock option grants or awards of RSUs may be made to certain officers, directors and key employees.
−Removed: The plans, which were approved by the Company's stockholders, permit the award of up to 1,650,000 shares of the Company's common stock, of which 271,080 shares were still available for grant as of April 1, 2023.
+Added: In August 2023, our shareholders approved the 2023 Omnibus Equity Incentive Plan (the “Plan”).
+Added: The Plan supersedes and replaces the Company’s 2005 Stock Incentive Plan, as amended (the “2005 Plan”).
+Added: No further awards will be made pursuant to the 2005 Plan;
+Added: provided, that the 2005 Plan shall remain in effect until all awards granted under the 2005 Plan have vested or been exercised, forfeited, cancelled, or have otherwise expired or terminated in accordance with the terms of such grants.
+Added: The Plan permits the award of up to 550,000 shares of the Company's common stock, of which 549,299 shares were still available for grant as of March 30, 2024.
The exercise price of stock option awards may not be below 100 % of the fair market value of the Company's common stock at the date of grant.
−Removed: Stock options vest over a defined period as determined by the plan administrator (the Compensation Committee of the Board of Directors, which consists of independent directors), but typically is no more than five years and generally expire seven years from the date of grant.
+Added: Stock options vest over a defined period as determined by the plan administrator (the Compensation Committee of the Board, which consists of independent directors), but typically is no more than five years and generally expire seven years from the date of grant.
Upon option exercise, new shares of the Company's common stock are issued.
5 unchanged sentences
Stock compensation expense was approximately $ 6.8 million, $ 6.3 million and $ 5.1 million for fiscal years 2024, 2023 and 2022, respectively.
−Removed: As of April 1, 2023, total unrecognized compensation cost was approximately $ 6.9 million and the related weighted-average period over which it is expected to be recognized is approximately 1.73 years.
+Added: As of March 30, 2024, total unrecognized compensation cost was approximately $ 8.0 million and the related weighted-average period over which it is expected to be recognized is approximately 1.77 years.
Stock Options.
4 unchanged sentences
(in thousands)
−Removed: Outstanding at March 28, 2020 364,174 $ 123.93
−Removed: Granted 39,800 177.61
−Removed: Exercised ( 131,567 ) 90.49
−Removed: Canceled or expired ( 20,658 ) 148.95
Outstanding at April 3, 2021 251,749 $ 146.86 4.04 $ 34,266
Exercised ( 53,550 ) 107.58
−Removed: Canceled or expired ( 5,286 ) 164.49
+Added: Forfeited, canceled or expired ( 5,286 ) 164.49
Outstanding at April 2, 2022 192,913 $ 157.23 3.34 $ 16,724
Exercised ( 44,237 ) 137.28
−Removed: Canceled or expired ( 5,100 ) 241.23
+Added: Forfeited, canceled or expired ( 5,100 ) 241.23
Outstanding at April 1, 2023 143,576 $ 160.40 2.88 $ 22,591
−Removed: Exercisable at April 3, 2021 108,588 $ 132.48 3.22 $ 15,549
+Added: Exercised ( 48,637 ) 145.38
+Added: Forfeited, canceled or expired ( 538 ) 183.83
+Added: Outstanding at March 30, 2024 94,401 $ 168.00 2.21 $ 21,812
Exercisable at April 2, 2022 126,948 $ 149.90 2.82 $ 11,941
Exercisable at April 1, 2023 116,434 $ 155.38 2.70 $ 18,887
+Added: Exercisable at March 30, 2024 89,474 $ 167.13 2.15 $ 20,752
There were no grants of stock options in fiscal years 2024, 2023 or 2022.
−Removed: The weighted-average estimated fair value of employee stock options granted during fiscal year 2021 was $ 69.65 per share using the following weighted average assumptions:
−Removed: Volatility 47.5 %
−Removed: Risk-free interest rate 0.3 %
−Removed: Dividend yield — %
−Removed: Expected option life in years 4.56
−Removed: Estimated forfeiture rate 7.0 %
The total intrinsic value of options exercised during fiscal years 2024, 2023 and 2022 was $ 7.8 million, $ 5.7 million and $ 7.9 million, respectively.
2 unchanged sentences
Number of Service-based units Weighted Average Grant Date Fair Value per share
−Removed: Outstanding at March 28, 2020 4,500 $ 157.82
+Added: Outstanding at April 3, 2021 4,585 $ 177.08
Awarded 16,902 233.60
Released ( 3,335 ) 180.83
+Added: Forfeited ( 505 ) 215.90
Outstanding at April 2, 2022 17,647 $ 229.39
6 unchanged sentences
Forfeited ( 1,254 ) 250.71
−Removed: Outstanding at April 1, 2023 28,868 $ 225.35
+Added: Outstanding at March 30, 2024 32,584 $ 258.85
The total intrinsic value of RSUs released during fiscal years 2024, 2023 and 2022 was $ 3.6 million, $ 1.6 million and $ 0.8 million, respectively.
Number of Performance-based units Weighted Average Grant Date Fair Value per share
−Removed: Outstanding at March 28, 2020 7,305 $ 158.93
−Removed: Awarded 7,450 167.93
−Removed: Forfeited ( 1,816 ) 163.19
Outstanding at April 3, 2021 12,939 $ 163.51
6 unchanged sentences
Outstanding at April 1, 2023 25,451 $ 202.00
+Added: Awarded 12,125 295.01
+Added: Additional shares granted by performance 1,658 167.84
+Added: Released ( 6,988 ) 167.95
+Added: Forfeited ( 2,128 ) 220.67
+Added: Outstanding at March 30, 2024 30,118 $ 244.15
Unvested target performance-based RSUs that may vest based upon performance conditions through fiscal year 2024 7,504
4 unchanged sentences
Cancellations of target awards based upon achievement below target specified performance criteria are shown in the table above in the period they are canceled, which is generally in the first quarter of the fiscal year following the performance year.
−Removed: The total intrinsic value of performance based RSUs released during fiscal year 2023 was $ 1.9 million and there was none in either fiscal year 2022 or fiscal year 2021.
+Added: The total intrinsic value of performance based RSUs released during fiscal years 2024 and 2023 was $ 2.1 million and $ 1.9 million, respectively, and none in fiscal year 2022.
Actual performance exceeded the target established for the three-year performance-based RSUs granted in fiscal year 2022.
12 unchanged sentences
Anti-dilutive common stock equivalents excluded
−Removed: 174 405 19,440
Outstanding RSUs excluded, as underlying performance criteria has not yet been met 30,118 25,451 20,054
1 unchanged sentence
The book value and estimated fair value of our financial instruments were as follows (in thousands):
−Removed: April 1, 2023 April 2, 2022
+Added: March 30, 2024 April 1, 2023
Value Estimated
25 unchanged sentences
Loans held for sale are measured at the lower of cost or fair value, less costs to sell, using inputs that consist of quoted market prices for mortgage-backed securities or investor purchase commitments for similar types of loan commitments on hand from investors.
−Removed: The cost of loans held for sale was lower than the fair value as of April 1, 2023.
+Added: The cost of loans held for sale was lower than the fair value as of March 30, 2024.
Mortgage Servicing .
21 unchanged sentences
Employer matching contribution expense was $ 3.4 million in fiscal year 2024, $ 4.0 million in fiscal year 2023 and $ 1.3 million in fiscal year 2022.
−Removed: Certain Commodore manufacturing facilities participate in the IAM National Pension Fund, a multiemployer defined benefit plan.
+Added: Certain manufacturing facilities of The Commodore Corporation ("Commodore") participate in the IAM National Pension Fund, a multiemployer defined benefit plan.
Participation in this plan is available to all hourly employees who are members of the participating collective bargaining unit.
3 unchanged sentences
The potential risks include, but are not limited to, the use of the Company's contributions to provide benefits to employees of other participating employers, the Company becoming obligated for other participating employers' unfunded obligations and, upon the Company's withdrawal from the plan, the Company being required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
−Removed: The Company's participation in multiemployer plans for the fiscal year ended April 1, 2023 is outlined in the table below, with the following information:
+Added: The Company's participation in multiemployer plans for the fiscal year ended March 30, 2024 is outlined in the table below, with the following information:
• The Employer Identification Number is 51-6031295 and the three-digit plan number assigned to a plan by the Internal Revenue Service is 002.
2 unchanged sentences
• The "RP Status Pending/Implemented" column indicates whether a Rehabilitation Plan ("RP") for plans in the "red" zone, as required by the Code, is pending or has been implemented by the plan as of the end of the plan year that ended in calendar year 2023.
−Removed: • The "Surcharge Imposed" column indicates whether the Company contribution rate for its fiscal year that ended on April 1, 2023 included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement ("CBA"), as imposed by a plan in "critical status," in accordance with the requirements of the Code.
+Added: • The "Surcharge Imposed" column indicates whether the Company contribution rate for its fiscal year that ended on March 30, 2024 included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement ("CBA"), as imposed by a plan in "critical status," in accordance with the requirements of the Code.
Pension Protection Act Zone Status RP Status Pending / Implemented Contributions by the Company by fiscal year (in thousands) Expiration Date of CBAs
1 unchanged sentence
IAM National Pension Fund Red Red Implemented $ 1,364 $ 1,507 $ 312 Yes (1)
−Removed: (1) The expiration date of the CBA for the Pennwest manufacturing facility is February 2024.
−Removed: The CBA for the Clarion and Colony manufacturing facilities was unanimously ratified in April 2023, which extended the expiration date to May 30, 2026.
+Added: (1) The expiration date of the CBA for the Pennwest manufacturing facility is February 2027, and the expiration date of the CBA for the Clarion and Colony manufacturing facilities is April 2026.
Related Party Transactions
1 unchanged sentence
In the ordinary course of business, we sell homes and lend to certain of these operations through our commercial lending programs.
−Removed: For the years ended April 1, 2023 , April 2, 2022 and April 3, 2021, the total amount of sales to related parties was $ 65.6 million , $ 58.1 million and $ 46.7 million, respectively.
−Removed: As of April 1, 2023, receivables from related parties included $ 5.7 million of accounts receivable and $ 4.7 million of commercial loans outstanding.
+Added: For the fiscal years ended March 30, 2024 , April 1, 2023 and April 2, 2022, the total amount of sales to related parties was $ 54.9 million , $ 65.6 million and $ 58.1 million, respectively.
+Added: As of March 30, 2024, receivables from related parties included $ 8.5 million of accounts receivable and $ 4.6 million of commercial loans outstanding.
As of April 1, 2023, receivables from related parties included $ 5.7 million of accounts receivable and $ 4.7 million of commercial loans outstanding.
−Removed: FY22 Craftsman Acquisition
−Removed: On July 4, 2021 , we obtained an additional 20 % ownership interest in Craftsman Homes, LLC and Craftsman Homes Development, LLC (collectively known as "Craftsman" or the "Entities"), which gave us a 70 % controlling ownership interest and resulted in consolidation of the Entities.
−Removed: See Redeemable Noncontrolling Interest policy in Note 1.
−Removed: The purchase price on July 4, 2021 for 20 % ownership was $ 2.5 million, valuing the Entities at $ 12.4 million.
−Removed: The remeasurement of the Entities assets and liabilities to fair value resulted in a non-cash gain of $ 3.3 million, recorded in Other income, net in the Consolidated Statements of Comprehensive Income.
−Removed: FY22 Commodore Acquisition
−Removed: On September 24, 2021 , we purchased certain manufactured housing assets and assumed certain liabilities of The Commodore Corporation ("Commodore").
+Added: Fiscal Year 2024 Kentucky Dream Homes Acquisition
+Added: On November 15, 2023, the Company acquired certain assets and assumed certain liabilities of Kentucky Dream Homes, LLC ("KDH"), a manufactured home retailer with locations in Kentucky and Florida for total consideratio n of $ 23.3 million, which includes $ 5.4 million non-cash commercial loan forgiveness.
+Added: Th e remaining $ 17.9 million was paid with cash on hand.
+Added: The final purchase price is subject to customary adjustments.
+Added: The business is included in the Factory-built housing reportable business segment.
+Added: The fair value of the assets acquired and liabilities assumed included $ 23.5 million of inventory, $ 4.4 million of goodwill and certain other assets and liabilities.
+Added: The purchase accounting is subject to final adjustment, primarily for the working capital and amounts allocated to goodwill.
+Added: We have included the financial results in our Consolidated Financial Statements from the date of acquisition.
+Added: Pro forma historical results of operations related to this acquisition have not been presented because they are not significant to our Consolidated Financial Statements for the periods presented.
+Added: Fiscal Year 2023 Solitaire Acquisition
+Added: On January 3, 2023, we completed the acquisition of Solitaire Inc.
+Added: and other related entities (collectively "Solitaire Homes") by acquiring 100 % of the outstanding stock of Solitaire Homes.
The acquisition-date fair value of the total consideration was $ 110.8 million .
−Removed: During the second fiscal quarter of 2023, we finalized the purchase price allocation related to the Commodore acquisition, which did not have a material effect on the Consolidated Financial Statements.
+Added: In fiscal 2023, we expensed $ 2.4 million in acquisition related transaction costs in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income.
+Added: During the third fiscal quarter of 2024, we finalized the purchase price allocation related to the Solitaire acquisition, which did not have a material effect on the Consolidated Financial Statements.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands).
−Removed: September 24,
(as finalized)
+Added: Investments 334
Accounts receivable 2,749
−Removed: Commercial loans 30,922
Inventories 57,902
6 unchanged sentences
Net assets acquired $ 110,783
−Removed: (1) Includes assets acquired under finance leases.
−Removed: (2) Includes $ 7.2 million assigned to customer-related intangibles, subject to a useful life of 11 years amortized on a straight-line basis;
−Removed: $ 3.8 million assigned to trademarks and trade names, which are considered indefinite lived intangible assets and are not subject to amortization;
−Removed: $ 1.0 million for acquired sales order backlogs that will be amortized over the period to produce the associated backlog;
−Removed: and $ 0.5 million for a covenant not to compete from the sellers, amortized on a straight-line basis over the term of 5 years.
+Added: (1) Includes $ 1.3 million assigned to trade names, which are considered indefinite lived intangible assets and are not subject to amortization, $ 1.9 million assigned to customer-related intangibles, subject to a useful life of 10 years amortized on a straight-line basis, and $ 0.2 million for covenants not to compete from the sellers, amortized on a straight-line basis over the term of 5 years.
(2) Attributable to the Factory-built housing segment, all of which will be deductible for income tax purposes.
−Removed: FY23 Solitaire Acquisition
−Removed: On January 3, 2023 , we completed the acquisition of Solitaire Inc.
−Removed: and other related entities (collectively "Solitaire Homes"), including their four manufacturing facilities and twenty-two retail locations by acquiring 100% of the outstanding stock of Solitaire Homes.
−Removed: The addition of Solitaire Homes to our existing manufacturing and retail system strengthens our retail position in the Southwest and expands our manufacturing capabilities into Mexico.
−Removed: The acquisition-date fair value of the total consideration was $ 110.8 million , which is subject to customary adjustments.
−Removed: We have expensed $ 2.4 million in acquisition related transaction costs in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income and have not incurred debt in connection with the purchase or subsequent operations.
+Added: Solitaire Homes contributed Net revenue of $ 28.3 million and a Net loss of $ 0.9 million for the fiscal year ended April 1, 2023.
+Added: Pro Forma Impact of Acquisitions (Unaudited) .
+Added: The following table presents supplemental pro forma information as if the above acquisitions had occurred on April 4, 2021 (in thousands, except per share data):
+Added: 2023 April 2,
+Added: Net revenue $ 2,251,233 $ 1,914,866
+Added: Net income attributable to Cavco common stockholders 251,903 208,149
+Added: Diluted net income per share 28.23 22.47
+Added: Fiscal Year 2022 Craftsman Acquisition
+Added: On July 4, 2021, we obtained an additional 20 % ownership interest in Craftsman, which gave us a 70 % controlling ownership interest and resulted in consolidation of the Entities.
+Added: See Redeemable Noncontrolling Interest policy in Note 1.
+Added: The purchase price on July 4, 2021 for 20 % ownership was $ 2.5 million, valuing the Entities at $ 12.4 million.
+Added: The remeasurement of the Entities assets and liabilities to fair value resulted in a non-cash gain of $ 3.3 million, recorded in Other income, net in the Consolidated Statements of Comprehensive Income.
+Added: During fiscal year 2024, we executed amendments to the Membership Interest Purchase Agreement to acquire the entire remaining 30 % for cash on January 1, 2024.
+Added: Fiscal Year 2022 Commodore Acquisition
+Added: On September 24, 2021, we purchased certain manufactured housing assets and assumed certain liabilities of Commodore.
+Added: The acquisition-date fair value of the total consideration was $ 146.0 million .
+Added: During the second fiscal quarter of 2023, we finalized the purchase price allocation related to the Commodore acquisition, which did not have a material effect on the Consolidated Financial Statements.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands).
−Removed: Certain estimated fair values for Inventories, Property, plant and equipment and Other current assets are not yet finalized and are subject to change, which could be signifi cant.
−Removed: We will finalize the amounts recognized as we obtain the information necessary to complete the analysis.
−Removed: We expect to finalize these amounts as soon as possible but no later than one year from the acquisition date.
−Removed: Investments 334
+Added: September 24,
+Added: (as finalized)
Accounts receivable 20,930
+Added: Commercial loans 30,922
Inventories 31,787
6 unchanged sentences
Net assets acquired $ 145,987
−Removed: (1) Includes $ 1.3 million assigned to trade names, which are considered indefinite lived intangible assets and are not subject to amortization, $ 1.9 million assigned to customer-related intangibles, subject to a useful life of 10 years amortized on a straight-line basis, and $ 0.2 million for covenants not to compete from the sellers, amortized on a straight-line basis over the term of 5 years.
+Added: (1) Includes assets acquired under finance leases.
+Added: (2) Includes $ 7.2 million assigned to customer-related intangibles, subject to a useful life of 11 years amortized on a straight-line basis;
+Added: $ 3.8 million assigned to trademarks and trade names, which are considered indefinite lived intangible assets and are not subject to amortization;
+Added: $ 1.0 million for acquired sales order
+Added: backlogs that will be amortized over the period to produce the associated backlog;
+Added: and $ 0.5 million for a covenant not to compete from the sellers, amortized on a straight-line basis over the term of 5 years.
(3) Attributable to the Factory-built housing segment, all of which will be deductible for income tax purposes.
−Removed: Since the acquisition date, Solitaire Homes contributed Net revenue of $ 28.3 million and a Net loss of $ 0.9 million for the fiscal year ended April 1, 2023.
−Removed: Pro Forma Impact of Acquisitions (Unaudited) .
−Removed: The following table presents supplemental pro forma information as if the above acquisitions had occurred on April 4, 2021 (in thousands, except per share data):
−Removed: 2023 April 2,
−Removed: Net revenue $ 2,251,233 $ 1,914,866
−Removed: Net income attributable to Cavco common stockholders 251,903 208,149
−Removed: Diluted net income per share 28.23 22.47
Business Segment Information
46 unchanged sentences
$ 1,354,160 $ 1,307,975
+Added: Fiscal Year Ended
2024 April 1,
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.