UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended December 30, 2023
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 000-08822
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices, including zip code) | ||||||||||||||
(602 ) 256-6263
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| (Nasdaq Global Select Market) | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | |||||||||
| Non-accelerated Filer | ☐ | Smaller Reporting Company | |||||||||
| Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of January 26, 2024, 8,346,618 shares of the registrant's Common Stock, $0.01 par value, were outstanding.
CAVCO INDUSTRIES, INC.
FORM 10-Q
December 30, 2023
TABLE OF CONTENTS
| Page | |||||
| Item 3. Not applicable | |||||
| Item 4. Not applicable | |||||
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
CAVCO INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
See accompanying Notes to Consolidated Financial Statements
| December 30, 2023 | April 1, 2023 | ||||||||||
| ASSETS | (Unaudited) | ||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, current | |||||||||||
| Accounts receivable, net | |||||||||||
| Short-term investments | |||||||||||
| Current portion of consumer loans receivable, net | |||||||||||
| Current portion of commercial loans receivable, net | |||||||||||
| Current portion of commercial loans receivable from affiliates, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Restricted cash | |||||||||||
| Investments | |||||||||||
| Consumer loans receivable, net | |||||||||||
| Commercial loans receivable, net | |||||||||||
| Commercial loans receivable from affiliates, net | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangibles, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Redeemable noncontrolling interest | |||||||||||
| Stockholders' equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities, redeemable noncontrolling interest and stockholders' equity | $ | $ | |||||||||
1
CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 30, 2023 | December 31, 2022 | December 30, 2023 | December 31, 2022 | ||||||||||||||||||||
Net revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of sales | |||||||||||||||||||||||
Gross profit | |||||||||||||||||||||||
Selling, general and administrative expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income, net | ( | ( | ( | ||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
Net income | |||||||||||||||||||||||
| Less: net income attributable to redeemable noncontrolling interest | |||||||||||||||||||||||
| Net income attributable to Cavco common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Reclassification adjustment for securities sold | ( | ( | |||||||||||||||||||||
| Applicable income tax (expense) benefit | ( | ( | |||||||||||||||||||||
Net change in unrealized position of investments held | ( | ||||||||||||||||||||||
| Applicable income tax (expense) benefit | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Less: comprehensive income attributable to redeemable noncontrolling interest | |||||||||||||||||||||||
| Comprehensive income attributable to Cavco common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share attributable to Cavco common stockholders | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
Basic | |||||||||||||||||||||||
Diluted | |||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements
2
CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
| Nine Months Ended | |||||||||||
| December 30, 2023 | December 31, 2022 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Provision for credit losses | ( | ( | |||||||||
| Deferred income taxes | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Non-cash interest income, net | ( | ( | |||||||||
| Loss (gain) on sale or retirement of property, plant and equipment, net | ( | ||||||||||
| Gain on investments and sale of loans, net | ( | ( | |||||||||
| Distributions of earnings from equity method investments | |||||||||||
| Changes in operating assets and liabilities, net of acquisitions | |||||||||||
| Accounts receivable | |||||||||||
| Consumer loans receivable originated | ( | ( | |||||||||
| Proceeds from sales of consumer loans receivable | |||||||||||
| Principal payments received on consumer loans receivable | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Commercial loans receivable originated | ( | ( | |||||||||
| Principal payments received on commercial loans receivable | |||||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Payments for acquisitions, net | ( | ||||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Purchases of investments | ( | ( | |||||||||
| Proceeds from sale of investments | |||||||||||
| Return of invested capital from equity method investments | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Payments for taxes on stock option exercises and releases of equity awards | ( | ( | |||||||||
| Proceeds from exercise of stock options | |||||||||||
| Payments on finance leases and other secured financings | ( | ( | |||||||||
| Payments for common stock repurchases | ( | ( | |||||||||
| Distributions to noncontrolling interest | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of the fiscal year | |||||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Supplemental disclosures of noncash activity | |||||||||||
| Change in GNMA loans eligible for repurchase | $ | ( | $ | ( | |||||||
| Right-of-use assets recognized and operating lease obligations incurred | $ | $ | |||||||||
| Non-cash consideration for acquisitions | $ | $ | |||||||||
See accompanying Notes to Consolidated Financial Statements
3
CAVCO INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
The accompanying unaudited Consolidated Financial Statements of Cavco Industries, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company" or "Cavco") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for Quarterly Reports on Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations. In addition, references throughout to numbered "Notes" refer to these Notes to Consolidated Financial Statements (Unaudited), unless otherwise stated.
In the opinion of management, these financial statements include all adjustments, including normal recurring adjustments, which are necessary to fairly state the results for the periods presented. Certain prior period amounts have been reclassified including from Other (expense) income, net to Interest income to conform to current period classification. We have evaluated subsequent events after the balance sheet date through the date of the filing of this report with the SEC, and there were no disclosable subsequent events. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K for the year ended April 1, 2023, filed with the SEC ("Form 10-K").
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the Consolidated Financial Statements. The Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows for the interim periods are not necessarily indicative of the results or cash flows for the full year. The Company operates on a 52-53 week fiscal year ending on the Saturday nearest to March 31st of each year. Each fiscal quarter consists of 13 weeks, with an occasional fourth quarter extending to 14 weeks, if necessary, for the fiscal year to end on the Saturday nearest to March 31st. The current fiscal year will end on March 30, 2024 and will include 52 weeks.
We operate in two segments: (1) factory-built housing, which includes wholesale and retail factory-built housing operations, and (2) financial services, which includes manufactured housing consumer finance and insurance. We design and build a wide variety of affordable manufactured homes, modular homes and park model RVs through 29 homebuilding production lines located throughout the United States and two production lines in Mexico. We distribute our homes through a large network of independent distribution points in 48 states and Canada as well as 73 Company-owned U.S. retail stores, of which 43 are located in Texas. The financial services segment is comprised of a finance subsidiary, CountryPlace Acceptance Corp. ("CountryPlace"), and an insurance subsidiary, Standard Casualty Company ("Standard Casualty"). CountryPlace is an approved Federal National Mortgage Association and Federal Home Loan Mortgage Corporation seller/servicer and a Government National Mortgage Association ("GNMA") mortgage-backed securities issuer that offers conforming mortgages, non-conforming mortgages and home-only loans to purchasers of factory-built homes. Standard Casualty provides property and casualty insurance primarily to owners of manufactured homes.
4
During fiscal 2023, we completed the acquisition of Solitaire Inc. 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. The results of operations are included in our Consolidated Financial Statements from the date of acquisition. See Note 21, Acquisition.
At December 30, 2023 we have a 70% interest in Craftsman Homes, LLC and Craftsman Homes Development, LLC (collectively "Craftsman"). On September 28, 2023, we executed an amendment to the Membership Interest Purchase Agreement (the "Agreement") for Craftsman to acquire the remaining 30% interest in Craftsman for cash on December 31, 2023. An additional amendment was signed in December 2023 to move the acquisition date to January 1, 2024. As the entire 30% is mandatorily redeemable, the value attributed to this noncontrolling interest at December 30, 2023 is included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets at fair value. On January 1, 2024 we acquired the remaining 30% interest in Craftsman for cash.
On November 15, 2023, the Company acquired certain assets and liabilities of Kentucky Dream Homes, LLC, a manufactured home retailer with locations in Kentucky and Florida. The results of operations are included in our Consolidated Financial Statements from the date of acquisition. See Note 21, Acquisition
For a description of significant accounting policies we used in the preparation of our Consolidated Financial Statements, please refer to Note 1 of the Notes to Consolidated Financial Statements included in the Form 10-K.
2. Revenue from Contracts with Customers
The following table summarizes Net revenue disaggregated by reportable segment and source (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 30, 2023 | December 31, 2022 | December 30, 2023 | December 31, 2022 | ||||||||||||||||||||
| Factory-built housing | |||||||||||||||||||||||
| Home sales | $ | $ | $ | $ | |||||||||||||||||||
| Delivery, setup and other revenues | |||||||||||||||||||||||
| Financial services | |||||||||||||||||||||||
Insurance agency commissions received from third-party insurance companies | |||||||||||||||||||||||
| All other sources | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
3. Cash and Cash Equivalents and Restricted Cash
The following table provides a reconciliation of Cash and cash equivalents and Restricted cash reported within the Consolidated Balance Sheets to the combined amounts shown in the Consolidated Statements of Cash Flows (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, current | |||||||||||
| Restricted cash | |||||||||||
| $ | $ | ||||||||||
5
4. Investments
Investments consisted of the following (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||
| Available-for-sale debt securities | $ | $ | |||||||||
Marketable equity securities | |||||||||||
Non-marketable equity investments | |||||||||||
| Less short-term investments | ( | ( | |||||||||
| $ | $ | ||||||||||
Investments in marketable equity securities consist of investments in the common stock of industrial and other companies.
Our non-marketable equity investments include investments in other retail distribution operations and community-based initiatives.
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):
| December 30, 2023 | April 1, 2023 | ||||||||||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||
Residential mortgage-backed securities | $ | $ | $ | $ | |||||||||||||||||||
State and political subdivision debt securities | |||||||||||||||||||||||
Corporate debt securities | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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.
| December 30, 2023 | |||||||||||
| Amortized Cost | Fair Value | ||||||||||
| Due in less than one year | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Due after five years through ten years | |||||||||||
| Due after ten years | |||||||||||
| Mortgage-backed securities | |||||||||||
| $ | $ | ||||||||||
6
Net investment gains and losses on marketable equity securities were as follows (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 30, 2023 | December 31, 2022 | December 30, 2023 | December 31, 2022 | ||||||||||||||||||||
| Marketable equity securities | |||||||||||||||||||||||
| Net gain (loss) recognized during the period | $ | $ | $ | $ | ( | ||||||||||||||||||
| Less: Net (gain) loss recognized on securities sold during the period | ( | ( | ( | ||||||||||||||||||||
| Unrealized gain (loss) recognized during the period on securities still held | $ | $ | $ | $ | ( | ||||||||||||||||||
5. Inventories
Inventories consisted of the following (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| $ | $ | ||||||||||
6. Consumer Loans Receivable
The following table summarizes consumer loans receivable (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||
| Loans held for investment, previously securitized | $ | $ | |||||||||
| Loans held for investment | |||||||||||
| Loans held for sale | |||||||||||
| Construction advances | |||||||||||
| Deferred financing fees and other, net | ( | ( | |||||||||
| Allowance for loan losses | ( | ( | |||||||||
| Less current portion | ( | ( | |||||||||
| $ | $ | ||||||||||
The consumer loans held for investment had the following characteristics:
| December 30, 2023 | April 1, 2023 | ||||||||||
| Weighted average contractual interest rate | % | % | |||||||||
| Weighted average effective interest rate | % | % | |||||||||
| Weighted average months to maturity | |||||||||||
7
The following table is a consolidated summary of the delinquency status of the outstanding principal balance of consumer loans receivable (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||
| Current | $ | $ | |||||||||
| 31 to 60 days | |||||||||||
| 61 to 90 days | |||||||||||
| 91+ days | |||||||||||
| $ | $ | ||||||||||
The following table disaggregates the outstanding principal balance of consumer loans receivable by credit quality indicator and fiscal year of origination (in thousands):
| December 30, 2023 | |||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total | |||||||||||||||||||||||||||||||||||
Prime- FICO score 680 and greater | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Near Prime- FICO score 620-679 | |||||||||||||||||||||||||||||||||||||||||
Sub-Prime- FICO score less than 620 | |||||||||||||||||||||||||||||||||||||||||
No FICO score | |||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| April 1, 2023 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Total | |||||||||||||||||||||||||||||||||||
Prime- FICO score 680 and greater | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Near Prime- FICO score 620-679 | |||||||||||||||||||||||||||||||||||||||||
Sub-Prime- FICO score less than 620 | |||||||||||||||||||||||||||||||||||||||||
No FICO score | |||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
As of December 30, 2023, 42 % of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas and 14 % 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. Other than Texas and Florida, no state had concentrations in excess of 10
Repossessed homes totaled approximately $0.8 million and $1.1 million as of December 30, 2023 and April 1, 2023, respectively, and are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets. Homes undergoing foreclosure or similar proceedings in progress totaled approximately $0.4 million and $0.5 million as of December 30, 2023 and April 1, 2023, respectively.
7. Commercial Loans Receivable
The commercial loans receivable balance consists of direct financing arrangements for the home product needs of our independent distributors, community owners and developers.
8
Commercial loans receivable, net consisted of the following (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||
| Loans receivable | $ | $ | |||||||||
| Allowance for loan losses | ( | ( | |||||||||
| Deferred financing fees, net | ( | ( | |||||||||
| Less current portion of commercial loans receivable (including from affiliates), net | ( | ( | |||||||||
| $ | $ | ||||||||||
The commercial loans receivable balance had the following characteristics:
| December 30, 2023 | April 1, 2023 | ||||||||||
| Weighted average contractual interest rate | % | % | |||||||||
| Weighted average months outstanding | |||||||||||
Nonperforming status includes loans accounted for on a non-accrual basis and accruing loans with principal payments 90 days or more past due. As of December 30, 2023 and April 1, 2023, there were no The following table disaggregates the outstanding principal balance of our commercial loans receivable by fiscal year of origination (in thousands):
| December 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total | ||||||||||||||||||||||||||||||||||||||
Performing | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| April 1, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Total | ||||||||||||||||||||||||||||||||||||||
Performing | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
As of December 30, 2023 and 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.
As of December 30, 2023, we had concentrations of our outstanding principal balance of the commercial loans receivable balance in New York of 15 % and California of 16 %. As of April 1, 2023, 18 % of our outstanding principal balance of the commercial loans receivable balance was in New York. No other state had concentrations in excess of 10
9
8. Property, Plant and Equipment, net
Property, plant and equipment, net, consisted of the following (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||
| Property, plant and equipment, at cost | |||||||||||
| Buildings and improvements | $ | $ | |||||||||
| Machinery and equipment | |||||||||||
| Land | |||||||||||
| Construction in progress | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| $ | $ | ||||||||||
Depreciation expense for the three and nine months ended December 30, 2023 was $4.2 million and $12.7 million, respectively. Depreciation expense for the three and nine months ended December 31, 2022 was $3.4 million and $10.7 million, respectively.
9. Leases
We lease certain production and retail locations, office space and equipment. The following table provides information about the financial statement classification of our lease balances reported within the Consolidated Balance Sheets as of December 30, 2023 and April 1, 2023 (in thousands):
| Classification | December 30, 2023 | April 1, 2023 | |||||||||||||||
| ROU assets | |||||||||||||||||
| Operating lease assets | Operating lease right-of-use ("ROU") assets | $ | $ | ||||||||||||||
| Finance lease assets | Property, plant and equipment, net (1) | ||||||||||||||||
| Total lease assets | $ | $ | |||||||||||||||
| Lease Liabilities | |||||||||||||||||
| Current: | |||||||||||||||||
| Operating lease liabilities | Accrued expenses and other current liabilities | $ | $ | ||||||||||||||
| Finance lease liabilities | Accrued expenses and other current liabilities | ||||||||||||||||
| Non-current: | |||||||||||||||||
| Operating lease liabilities | Operating lease liabilities | ||||||||||||||||
| Finance lease liabilities | Other liabilities | ||||||||||||||||
| Total lease liabilities | $ | $ | |||||||||||||||
(1) Recorded net of accumulated amortization of $0.4 million and $0.3 million as of December 30, 2023 and April 1, 2023, respectively.
10
The present value of future minimum payments under non-cancelable leases as of December 30,
2023 was as follows (in thousands):
2023 was as follows (in thousands):
| Operating Leases | Finance Leases | Total | |||||||||||||||
| Remainder of fiscal 2024 | $ | $ | $ | ||||||||||||||
| Fiscal 2025 | |||||||||||||||||
| Fiscal 2026 | |||||||||||||||||
| Fiscal 2027 | |||||||||||||||||
| Fiscal 2028 | |||||||||||||||||
| Fiscal 2029 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| Less: Amount representing interest | ( | ( | ( | ||||||||||||||
| $ | $ | $ | |||||||||||||||
10. Goodwill and Other Intangibles, net
Goodwill and other intangibles, net, consisted of the following (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Indefinite-lived | |||||||||||||||||||||||||||||||||||
| Goodwill | $ | $ | — | $ | $ | $ | — | $ | |||||||||||||||||||||||||||
Trademarks and trade names | — | — | |||||||||||||||||||||||||||||||||
State insurance licenses | — | — | |||||||||||||||||||||||||||||||||
| — | — | ||||||||||||||||||||||||||||||||||
| Finite-lived | |||||||||||||||||||||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||||||||||||||
Other | ( | ( | |||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Changes to Goodwill for the nine months ended December 30, 2023 were as follows (in thousands):
| Goodwill beginning of the period | $ | ||||
| Solitaire Goodwill adjustments (1) | |||||
| Kentucky Dream Homes (1) | |||||
| Other immaterial acquisition | |||||
| $ | |||||
(1) See Note 21, Acquisitions
11
Amortization expense recognized on intangible assets for the three and nine months ended December 30, 2023 was $0.4 million and $1.2 million, respectively. Amortization expense recognized on intangible assets for the three and nine months ended December 31, 2022 was $0.5 million and $1.5 million, respectively. Customer relationships have a weighted average remaining life of 7.1 years and other finite lived intangibles have a weighted average remaining life of 2.8 years.
Expected future amortization is as follows (in thousands):
| Remainder of fiscal year 2024 | $ | ||||
| Fiscal 2025 | |||||
| Fiscal 2026 | |||||
| Fiscal 2027 | |||||
| Fiscal 2028 | |||||
| Fiscal 2029 | |||||
| Thereafter | |||||
| $ | |||||
11. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||
| Salaries, wages and benefits | $ | $ | |||||||||
| Customer deposits | |||||||||||
| Estimated warranties | |||||||||||
| Unearned insurance premiums | |||||||||||
| Accrued volume rebates | |||||||||||
| Accrued self-insurance | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
12. Warranties
Activity in the liability for estimated warranties was as follows (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 30, 2023 | December 31, 2022 | December 30, 2023 | December 31, 2022 | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Charged to costs and expenses | |||||||||||||||||||||||
| Payments and deductions | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
12
13. Other Liabilities
The following table summarizes secured financings and other obligations (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||
| Finance lease liabilities | $ | $ | |||||||||
| Mandatorily redeemable noncontrolling interest | |||||||||||
| Other secured financing | |||||||||||
| Less current portion included in Accrued expenses and other current liabilities | ( | ( | |||||||||
| $ | $ | ||||||||||
14. Debt
We are party to a Credit Agreement (the "Credit Agreement") that expires in 2027 with Bank of America, N.A., providing for a $50 million revolving credit facility (the "Revolving Credit Facility"), which may be increased up to an aggregate amount of $100 million.
As of December 30, 2023 and April 1, 2023, there were no borrowings outstanding under the Revolving Credit Facility and we were in compliance with all covenants.
15. Reinsurance and Insurance Loss Reserves
Certain of Standard Casualty's premiums and benefits are assumed from and ceded to other insurance companies under various reinsurance agreements. We remain obligated for amounts ceded in the event that the reinsurers do not meet their obligations.
The effects of reinsurance on premiums written and earned were as follows (in thousands):
| Three Months Ended | |||||||||||||||||||||||
| December 30, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Written | Earned | Written | Earned | ||||||||||||||||||||
Direct premiums | $ | $ | $ | $ | |||||||||||||||||||
Assumed premiums—nonaffiliated | |||||||||||||||||||||||
Ceded premiums—nonaffiliated | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| December 30, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Written | Earned | Written | Earned | ||||||||||||||||||||
Direct premiums | $ | $ | $ | $ | |||||||||||||||||||
Assumed premiums—nonaffiliated | |||||||||||||||||||||||
Ceded premiums—nonaffiliated | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
13
Typical insurance policies written or assumed have a maximum coverage of $0.4 million per claim, of which we cede $0.2 million of the risk of loss per reinsurance. Therefore, our risk of loss is limited to $0.2 million per claim on typical policies, subject to the reinsurers meeting their obligations. After this limit, amounts are recoverable through reinsurance for catastrophic losses in excess of $3.0 million per occurrence, up to a maximum of $100 million in the aggregate for that occurrence.
Standard Casualty establishes reserves for claims and claims expense on reported and incurred but not reported ("IBNR") claims of non-reinsured losses. The following details the activity in the reserve for the three and nine months ended December 30, 2023 and December 31, 2022 (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 30, 2023 | December 31, 2022 | December 30, 2023 | December 31, 2022 | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Net incurred losses during the period | |||||||||||||||||||||||
| Net claim payments during the period | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
16. Commitments and Contingencies
Construction-Period Mortgages. Loan contracts with off-balance sheet commitments are summarized below (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||
| Construction loan contract amount | $ | $ | |||||||||
| Cumulative advances | ( | ( | |||||||||
| $ | $ | ||||||||||
Representations and Warranties of Mortgages Sold. The reserve for contingent repurchases and indemnification obligations was $0.6 million as of December 30, 2023 and $0.7 million as of April 1, 2023, included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. There were no
Interest Rate Lock Commitments ("IRLCs"). As of December 30, 2023 and April 1, 2023, we had outstanding IRLCs with a notional amount of $24.1 million and $64.9 million, respectively. For the three and nine months ended December 30, 2023, we recognized insignificant non-cash gains and losses, respectively, on outstanding IRLCs. For the three and nine months ended December 31, 2022, we recognized insignificant non-cash gains on outstanding IRLCs.
Forward Sales Commitments. As of December 30, 2023 and April 1, 2023, we had $0.8 million and $1.6 million in outstanding forward sales commitments ("Commitments"), respectively. During the three and nine months ended December 30, 2023, we recognized insignificant non-cash losses. During the three and nine months ended December 31, 2022, we recognized non-cash losses of $0.2 million and $0.3 million, respectively, relating to our Commitments.
14
Legal Matters. We are party to certain lawsuits in the ordinary course of business. Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on our consolidated financial position, liquidity or results of operations after taking into account any existing reserves, which reserves are included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. However, future events or circumstances that may currently be unknown to management will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our consolidated financial position, liquidity or results of operations in any future reporting periods.
15
17. Stockholders' Equity and Redeemable Noncontrolling Interest
The following table represents changes in stockholders' equity attributable to Cavco's stockholders and redeemable noncontrolling interest during the nine months ended December 30, 2023 (dollars in thousands):
| Equity Attributable to Cavco Stockholders | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Total | Redeemable noncontrolling interest | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, April 1, 2023 | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock incentive plans, net | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Valuation adjustment | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance, July 1, 2023 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock incentive plans, net | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases | — | — | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock incentive plans, net | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases | — | — | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, December 30, 2023 | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||
16
The following table represents changes in stockholders' equity attributable to Cavco's stockholders and redeemable noncontrolling interest during the nine months ended December 31, 2022 (dollars in thousands):
| Equity Attributable to Cavco Stockholders | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Total | Redeemable noncontrolling interest | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, April 2, 2022 | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock incentive plans, net | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases | — | — | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance, July 2, 2022 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock incentive plans, net | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Valuation adjustment | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance, October 1, 2022 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock incentive plans, net | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases | — | — | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Valuation adjustment | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||
17
18. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (dollars in thousands, except per share amounts):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 30, 2023 | December 31, 2022 | December 30, 2023 | December 31, 2022 | ||||||||||||||||||||
| Net income attributable to Cavco common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income per share attributable to Cavco common stockholders | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Anti-dilutive common stock equivalents excluded | |||||||||||||||||||||||
19. Fair Value Measurements
The book value and estimated fair value of our financial instruments were as follows (in thousands):
| December 30, 2023 | April 1, 2023 | ||||||||||||||||||||||
| Book Value | Estimated Fair Value | Book Value | Estimated Fair Value | ||||||||||||||||||||
Available-for-sale debt securities | $ | $ | $ | $ | |||||||||||||||||||
Marketable equity securities | |||||||||||||||||||||||
Non-marketable equity investments | |||||||||||||||||||||||
| Consumer loans receivable | |||||||||||||||||||||||
Commercial loans receivable | |||||||||||||||||||||||
| Other secured financing | ( | ( | ( | ( | |||||||||||||||||||
See Note 20, Fair Value Measurements, and the Fair Value of Financial Instruments caption in Note 1, Summary of Significant Accounting Policies, in the Form 10-K for more information on the methodologies we use in determining fair value.
| December 30, 2023 | April 1, 2023 | ||||||||||
| Number of loans serviced with MSRs | |||||||||||
| Weighted average servicing fee (basis points) | 34.79 | 34.71 | |||||||||
| Capitalized servicing multiple | % | % | |||||||||
| Capitalized servicing rate (basis points) | 65.10 | 34.36 | |||||||||
| Serviced portfolio with MSRs (in thousands) | $ | $ | |||||||||
| MSRs (in thousands) | $ | $ | |||||||||
18
20. Related Party Transactions
We have non-marketable equity investments in other distribution operations outside of Company-owned retail stores. In the ordinary course of business, we sell homes and lend to certain of these operations through our commercial lending programs. For the three and nine months ended December 30, 2023, the total amount of sales to related parties was $11.6 million and $42.6 million, respectively. For the three and nine months ended December 31, 2022, the total amount of sales to related parties was $18.7 million and $56.0 million, respectively. As of December 30, 2023, receivables from related parties included $6.5 million of accounts receivable and $4.9 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.
21. Acquisitions
Solitaire Acquisition
On January 3, 2023 (the "Acquisition Date"), we completed the acquisition of Solitaire Homes, including their four manufacturing facilities and 22 retail locations, by acquiring 100% of the outstanding stock of Solitaire Homes for $110.8 million.
Our estimates of the fair values of the assets that we acquired and the liabilities that we assumed were based on the information that was available as of the Acquisition Date. During the nine months ended December 30, 2023, we made certain adjustments to the assets and liabilities based on information that became available.
The following table presents the fair values of the assets that we acquired and the liabilities that we assumed on the Acquisition Date as of December 30, 2023 (in thousands):
| January 3, 2023 | Adjustments | January 3, 2023 (as Adjusted at December 30, 2023) | |||||||||||||||
| Cash | $ | $ | ( | $ | |||||||||||||
| Investments | |||||||||||||||||
| Accounts receivable | ( | ||||||||||||||||
| Inventories | ( | ||||||||||||||||
| Property, plant and equipment | ( | ||||||||||||||||
| Other current assets | |||||||||||||||||
| Intangible assets | |||||||||||||||||
| Total identifiable assets acquired | ( | ||||||||||||||||
| Accounts payable and accrued liabilities | |||||||||||||||||
| Net identifiable assets acquired | ( | ||||||||||||||||
| Goodwill | |||||||||||||||||
| Net assets acquired | $ | $ | $ | ||||||||||||||
19
Pro Forma Impact of Solitaire Acquisition (Unaudited). The following table presents supplemental pro forma information as if the above acquisition had occurred on April 3, 2022 (in thousands, except per share data):
| December 31, 2022 | |||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||
| Net revenue | $ | $ | |||||||||
| Net income attributable to Cavco common stockholders | |||||||||||
| Diluted net income per share | |||||||||||
Kentucky Dream Homes Acquisition
22. Business Segment Information
We operate principally in two The following table provides selected financial data by segment (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 30, 2023 | December 31, 2022 | December 30, 2023 | December 31, 2022 | ||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
| Factory-built housing | $ | $ | $ | $ | |||||||||||||||||||
| Financial services | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Income before income taxes: | |||||||||||||||||||||||
| Factory-built housing | $ | $ | $ | $ | |||||||||||||||||||
| Financial services | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| December 30, 2023 | April 1, 2023 | ||||||||||
Total assets: | |||||||||||
Factory-built housing | $ | $ | |||||||||
Financial services | |||||||||||
| $ | $ | ||||||||||
20
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Statements in this Report on Form 10-Q (the "Report") include "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often characterized by the use of words such as "believes," "estimates," "expects," "projects," "may," "will," "intends," "plans," or "anticipates," or by discussions of strategy, plans or intentions. Forward-looking statements include, for example, discussions regarding the manufactured housing and site-built housing industries; discussions regarding our efforts and the efforts of other industry participants to develop the home-only loan secondary market; our financial performance and operating results; our strategy; our liquidity and financial resources; our outlook with respect to Cavco Industries, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company" or "Cavco") and the manufactured housing business in general; the expected effect of certain risks and uncertainties on our business, financial condition and results of operations; economic conditions, including concerns of a possible recession, and consumer confidence; trends in interest rates and inflation; potential acquisitions, strategic investments and other expansions; the sufficiency of our liquidity; that we may seek alternative sources of financing in the future; operational and legal risks; how we may be affected by any pandemic or outbreak; geopolitical conditions; the cost and availability of labor and raw materials; governmental regulations and legal proceedings; the availability of favorable consumer and wholesale manufactured home financing; and the ultimate outcome of our commitments and contingencies. Forward-looking statements contained in this Report speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document. We do not intend to publicly update or revise any forward-looking statement contained in this Report or in any document incorporated herein by reference to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law.
Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, many of which are beyond our control. To the extent that our assumptions and expectations differ from actual results, our ability to meet such forward-looking statements may be significantly hindered. Factors that could affect our results and cause them to materially differ from those contained in the forward-looking statements include, without limitation, those discussed under Risk Factors in Part I, Item 1A of our 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "Form 10-K").
Introduction
The following should be read in conjunction with the Company's unaudited Consolidated Financial Statements and the related Notes that appear in Part I, Item 1 of this Report. References to "Note" or "Notes" pertain to the Notes to our unaudited Consolidated Financial Statements.
Company Overview
Headquartered in Phoenix, Arizona, we design and produce factory-built homes primarily distributed through a network of independent and Company-owned retailers, planned community operators and residential developers. We are one of the largest producers of manufactured homes in the United States, based on reported wholesale shipments. Our products are marketed under a variety of brand names including Cavco, Fleetwood, Palm Harbor, Nationwide, Fairmont, Friendship, Chariot Eagle, Destiny, Commodore, Colony, Pennwest, R-Anell, Manorwood, MidCountry and Solitaire. We are also a leading producer of park model RVs, vacation cabins and factory-built commercial structures. Our finance subsidiary, CountryPlace Acceptance Corp. ("CountryPlace"), is an approved Federal National Mortgage Association and Federal Home Loan Mortgage Corporation seller/servicer, and a Government National Mortgage Association ("GNMA") mortgage-backed securities issuer that offers conforming mortgages, non-conforming mortgages and home-only loans to purchasers of factory-built homes. Our insurance subsidiary, Standard Casualty Company ("Standard Casualty"), provides property and casualty insurance primarily to owners of manufactured homes.
21
We operate a total of 31 homebuilding production lines with domestic locations in Millersburg and Woodburn, Oregon; Riverside, California; Nampa, Idaho; Phoenix, Glendale and Goodyear, Arizona; Deming, New Mexico; Duncan, Oklahoma; Austin, Fort Worth, Seguin and Waco, Texas; Montevideo, Minnesota; Dorchester, Wisconsin; Nappanee and Goshen, Indiana; Lafayette, Tennessee; Douglas and Moultrie, Georgia; Shippenville (two lines) and Emlenton, Pennsylvania; Martinsville and Rocky Mount, Virginia; Crouse and Hamlet, North Carolina; Ocala and Plant City, Florida; and two international lines in Ojinaga, Mexico. We distribute our homes through a large network of independent distribution points in 48 states and Canada and 73 Company-owned U.S. retail stores, of which 43 are located in Texas.
Company and Industry Outlook
According to data reported by the Manufactured Housing Institute, industry home shipments for the calendar year through November 2023 were 82,784, a decrease of 22.2% compared to 106,454 shipments in the same calendar period last year. Higher interest rates and continued inflationary pressures have tempered industry demand. However, the manufactured housing industry offers solutions to the housing crisis with lower average price per square foot than a site-built home and the comparatively lower cost associated with manufactured home ownership, which remains competitive with rental housing.
The two largest manufactured housing consumer demographics, young adults and those who are age 55 and older, are both growing. "First-time" and "move-up" buyers of affordable homes are historically among the largest segments of new manufactured home purchasers. Included in this group are lower-income households that are particularly affected by periods of low employment rates and underemployment. Consumer confidence is especially important among manufactured home buyers interested in our products for seasonal or retirement living.
We employ a concerted effort to identify niche market opportunities where our diverse product lines and flexible building capabilities provide us with a competitive advantage. We are focused on building quality, energy efficient homes for the modern home buyer. Our green building initiatives involve the creation of an energy efficient envelope resulting in lower utility costs, as well as the higher utilization of renewable materials in our manufacturing process. We also build homes designed to use alternative energy sources, such as solar.
We maintain a conservative cost structure in an effort to build added value into our homes and we work diligently to maintain a solid financial position. Our balance sheet strength, including the position in cash and cash equivalents, helps avoid liquidity problems and enables us to act effectively as market opportunities or challenges present themselves.
We continue to make certain commercial loan programs available to members of our wholesale distribution chain. Under direct commercial loan arrangements, we provide funds for financed home purchases by distributors, community operators and residential developers (see Note 7, Commercial Loans Receivable to the unaudited Consolidated Financial Statements). Our involvement in commercial lending helps to increase the availability of manufactured home financing to distributors, community operators and residential developers and provides additional opportunities for product exposure to potential home buyers. While these initiatives support our ongoing efforts to expand product distribution, they also expose us to risks associated with the creditworthiness of this customer base and our inventory financing partners.
The lack of an efficient secondary market for manufactured home-only loans and the limited number of institutions providing such loans results in higher borrowing costs for home-only loans and continues to constrain industry growth. We work independently and with other industry participants to develop secondary market opportunities for manufactured home-only loan and non-conforming mortgage portfolios and expand lending availability in the industry. We also develop and invest in home-only lending programs to grow sales of homes through traditional distribution points. We believe that growing our investment and participation in home-only lending may provide additional sales growth opportunities for our factory-built housing operations and reduce our customers' dependence on independent lenders for this source of financing.
22
Key housing building materials include wood, wood products, steel, gypsum wallboard, windows, doors fiberglass insulation, carpet, vinyl, fasteners, plumbing materials, aluminum, appliances and electrical items. Fluctuations in the cost of materials and labor may affect gross margins from home sales to the extent that costs cannot be efficiently matched to the home sales price. Pricing and availability of certain raw materials have been volatile due to a number of factors in the current environment. We continue to monitor and react to inflation in the cost of these materials by maintaining a focus on our product pricing in response to higher materials costs, but such product pricing increases may lag behind the escalation of such costs. From time to time and to varying degrees, we may experience shortages in the availability of materials and/or labor in the markets served. Availability of these inputs has not caused significant production halts in the current period, but we have experienced periodic shutdowns in other periods and shortages of primary building materials have caused production inefficiencies as we have needed to change processes in response to the delay in materials. These shortages may also result in extended order backlogs, delays in the delivery of homes and reduced gross margins from home sales.
Our backlog at December 30, 2023 was $160 million compared to $170 million at September 30, 2023, a decrease of $10 million and down $267 million compared to $427 million at December 31, 2022.
While it is difficult to predict the future of housing demand, employee availability, supply chain and Company performance and operations, maintaining an appropriately sized and well-trained workforce is key to meeting demand. We continually review the wage rates of our production employees and have established other monetary incentive and benefit programs, with a goal of providing competitive compensation. We are also working to more extensively use web-based recruiting tools, update our recruitment brochures and improve the appearance and appeal of our manufacturing facilities to improve the recruitment and retention of qualified production employees and reduce annualized turnover rates.
23
Results of Operations
Net Revenue
| Three Months Ended | |||||||||||||||||||||||
| ($ in thousands, except revenue per home sold) | December 30, 2023 | December 31, 2022 | Change | ||||||||||||||||||||
| Factory-built housing | $ | 426,939 | $ | 481,193 | $ | (54,254) | (11.3) | % | |||||||||||||||
| Financial services | 19,830 | 19,410 | 420 | 2.2 | % | ||||||||||||||||||
| $ | 446,769 | $ | 500,603 | $ | (53,834) | (10.8) | % | ||||||||||||||||
| Factory-built homes sold | |||||||||||||||||||||||
| by Company-owned retail sales centers | 1,026 | 748 | 278 | 37.2 | % | ||||||||||||||||||
| to independent retailers, builders, communities and developers | 3,134 | 3,694 | (560) | (15.2) | % | ||||||||||||||||||
| 4,160 | 4,442 | (282) | (6.3) | % | |||||||||||||||||||
| Net factory-built housing revenue per home sold | $ | 102,630 | $ | 108,328 | $ | (5,698) | (5.3) | % | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| ($ in thousands, except revenue per home sold) | December 30, 2023 | December 31, 2022 | Change | ||||||||||||||||||||
| Factory-built housing | $ | 1,318,114 | $ | 1,613,392 | $ | (295,278) | (18.3) | % | |||||||||||||||
| Financial services | 56,560 | 52,941 | 3,619 | 6.8 | % | ||||||||||||||||||
| $ | 1,374,674 | $ | 1,666,333 | $ | (291,659) | (17.5) | % | ||||||||||||||||
| Factory-built homes sold | |||||||||||||||||||||||
| by Company-owned retail sales centers | 2,999 | 2,481 | 518 | 20.9 | % | ||||||||||||||||||
| to independent retailers, builders, communities and developers | 9,991 | 12,418 | (2,427) | (19.5) | % | ||||||||||||||||||
| 12,990 | 14,899 | (1,909) | (12.8) | % | |||||||||||||||||||
| Net factory-built housing revenue per home sold | $ | 101,471 | $ | 108,289 | $ | (6,818) | (6.3) | % | |||||||||||||||
Factory-built housing Net revenue decreased for the three and nine months ended December 30, 2023 due to lower home sales volume and lower home selling prices, partially offset by the addition of Solitaire Homes.
Net factory-built housing revenue per home sold is a volatile metric dependent upon several factors. A primary factor is the price disparity between sales of homes to independent distributors, builders, communities and developers and sales of homes to consumers by Company-owned retail stores. Wholesale sales prices are primarily comprised of the home and the cost to ship the home from a homebuilding facility to the home-site. Retail home prices include these items and retail markup, as well as items that are largely subject to home buyer discretion, including, but not limited to, installation, utility connections, site improvements, landscaping and additional services. Our homes are constructed in one or more floor sections ("modules") which are then installed on the customer's site. Changes in the number of modules per home, the selection of different home types/models and optional home upgrades create changes in product mix, also causing fluctuations in this metric.
For the three and nine months ended December 30, 2023, Financial services Net revenue increased primarily due to more insurance policies in force, partially offset by reduced revenue from loan sales.
24
Gross Profit
| Three Months Ended | |||||||||||||||||||||||
| ($ in thousands) | December 30, 2023 | December 31, 2022 | Change | ||||||||||||||||||||
| Factory-built housing | $ | 95,756 | $ | 122,923 | $ | (27,167) | (22.1) | % | |||||||||||||||
| Financial services | 7,295 | 9,045 | (1,750) | (19.3) | % | ||||||||||||||||||
| $ | 103,051 | $ | 131,968 | $ | (28,917) | (21.9) | % | ||||||||||||||||
| Gross profit as % of Net revenue | |||||||||||||||||||||||
| Consolidated | 23.1 | % | 26.4 | % | N/A | (3.3) | % | ||||||||||||||||
| Factory-built housing | 22.4 | % | 25.5 | % | N/A | (3.1) | % | ||||||||||||||||
| Financial services | 36.8 | % | 46.6 | % | N/A | (9.8) | % | ||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| ($ in thousands) | December 30, 2023 | December 31, 2022 | Change | ||||||||||||||||||||
| Factory-built housing | $ | 309,631 | $ | 412,174 | $ | (102,543) | (24.9) | % | |||||||||||||||
| Financial services | 18,256 | 22,117 | (3,861) | (17.5) | % | ||||||||||||||||||
| $ | 327,887 | $ | 434,291 | $ | (106,404) | (24.5) | % | ||||||||||||||||
| Gross profit as % of Net revenue | |||||||||||||||||||||||
| Consolidated | 23.9 | % | 26.1 | % | N/A | (2.2) | % | ||||||||||||||||
| Factory-built housing | 23.5 | % | 25.5 | % | N/A | (2.0) | % | ||||||||||||||||
| Financial services | 32.3 | % | 41.8 | % | N/A | (9.5) | % | ||||||||||||||||
Factory-built housing Gross profit and Gross profit percentage decreased primarily due to lower average selling price, partially offset by lower input costs.
Financial services Gross profit and Gross profit percentage for the three months decreased primarily due to fewer loan sales. The nine months were negatively affected by lower loan sales and higher insurance claims from weather related events.
25
Selling, General and Administrative Expenses
| Three Months Ended | |||||||||||||||||||||||
| ($ in thousands) | December 30, 2023 | December 31, 2022 | Change | ||||||||||||||||||||
| Factory-built housing | $ | 57,854 | $ | 54,127 | $ | 3,727 | 6.9 | % | |||||||||||||||
| Financial services | 5,458 | 4,777 | 681 | 14.3 | % | ||||||||||||||||||
| $ | 63,312 | $ | 58,904 | $ | 4,408 | 7.5 | % | ||||||||||||||||
| Selling, general and administrative expenses as % of Net revenue | 14.2 | % | 11.8 | % | N/A | 2.4 | % | ||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| ($ in thousands) | December 30, 2023 | December 31, 2022 | Change | ||||||||||||||||||||
| Factory-built housing | $ | 170,330 | $ | 176,690 | $ | (6,360) | (3.6) | % | |||||||||||||||
| Financial services | 16,168 | 15,244 | 924 | 6.1 | % | ||||||||||||||||||
| $ | 186,498 | $ | 191,934 | $ | (5,436) | (2.8) | % | ||||||||||||||||
| Selling, general and administrative expenses as % of Net revenue | 13.6 | % | 11.5 | % | N/A | 2.1 | % | ||||||||||||||||
Selling, general and administrative expenses increased for the three months primarily as a result of higher legal expenses, including SEC inquiry related expenses for the indemnification of a former officer, and the added cost of the Solitaire operations, partially offset by lower incentive compensation on reduced sales. For the nine months, Selling, general and administrative expenses decreased primarily as a result of lower incentive compensation on reduced sales, partially offset by the addition of Solitaire.
26
Other Components of Net Income
| Three Months Ended | |||||||||||||||||||||||
| ($ in thousands) | December 30, 2023 | December 31, 2022 | Change | ||||||||||||||||||||
| Interest income | $ | 5,234 | $ | 3,581 | $ | 1,653 | 46.2 | % | |||||||||||||||
| Interest expense | (842) | (216) | 626 | 289.8 | % | ||||||||||||||||||
| Other (expense) income, net | (224) | (348) | N/M | N/M | |||||||||||||||||||
| Income tax expense | (7,920) | (16,492) | (8,572) | (52.0) | % | ||||||||||||||||||
| Effective tax rate | 18.0 | % | 21.7 | % | N/A | (3.70) | % | ||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| ($ in thousands) | December 30, 2023 | December 31, 2022 | Change | ||||||||||||||||||||
| Interest income | $ | 15,664 | $ | 6,746 | $ | 8,918 | 132.2 | % | |||||||||||||||
| Interest expense | (1,365) | (610) | 755 | 123.8 | % | ||||||||||||||||||
| Other (expense) income, net | 557 | (291) | N/M | N/M | |||||||||||||||||||
| Income tax expense | (32,274) | (54,721) | (22,447) | (41.0) | % | ||||||||||||||||||
| Effective tax rate | 20.7 | % | 22.0 | % | N/A | (1.30) | % | ||||||||||||||||
Interest income consists primarily of interest earned on cash balances held in money market accounts, and interest earned on commercial floorplan lending. Interest expense consists primarily of interest related to finance leases. Interest income increased for the three and nine months ended December 30, 2023 primarily due to higher interest rates.
Other income, net primarily consists of realized and unrealized gains and losses on corporate investments and gains and losses from the sale of property, plant and equipment.
Income tax expense decreased for the three and nine months ended December 30, 2023 due to lower income before taxes.
Liquidity and Capital Resources
We believe that cash and cash equivalents at December 30, 2023, together with cash flow from operations, will be sufficient to fund our operations, cover our obligations and provide for growth for the next 12 months and into the foreseeable future. We maintain cash in U.S. Treasury and other money market funds, some of which is in excess of federally insured limits, but we have not experienced any losses with regards to such excesses. We expect to continue to evaluate potential acquisitions of, or strategic investments in, businesses that are complementary to the Company, as well as other expansion opportunities. Such transactions may require the use of cash and have other impacts on our liquidity and capital resources. We believe we have sufficient liquid resources including our $50.0 million Revolving Credit Facility, of which no amounts were outstanding at December 30, 2023. Regardless, depending on our operating results and strategic opportunities, we may choose to seek additional or alternative sources of financing in the future. There can be no assurance that such financing would be available on satisfactory terms, if at all. If this financing were not available, it could be necessary for us to reevaluate our long-term operating plans to make more efficient use of our existing capital resources at such time. The exact nature of any changes to our plans that would be considered depends on various factors, such as conditions in the factory-built housing industry and general economic conditions outside of our control.
State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, the assets owned by our insurance subsidiary are generally not available to satisfy the claims of Cavco or its other subsidiaries. We believe that stockholders' equity at the insurance subsidiary remains sufficient and do not believe that the ability to pay ordinary dividends to Cavco at anticipated levels will be restricted per state regulations.
27
The following is a summary of the Company's cash flows for the nine months ended December 30, 2023 and December 31, 2022, respectively:
| Nine Months Ended | |||||||||||||||||
| (in thousands) | December 30, 2023 | December 31, 2022 | $ Change | ||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of the fiscal year | $ | 283,490 | $ | 259,334 | $ | 24,156 | |||||||||||
| Net cash provided by operating activities | 206,104 | 230,119 | (24,015) | ||||||||||||||
| Net cash used in investing activities | (26,543) | (29,199) | 2,656 | ||||||||||||||
| Net cash used in financing activities | (96,443) | (73,860) | (22,583) | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 366,608 | $ | 386,394 | $ | (19,786) | |||||||||||
Net cash provided by operating activities decreased primarily from lower Net income, partially offset by changes in working capital, and higher principal payments received on commercial loans.
Consumer loan originations decreased $61.3 million to $74.3 million for the nine months ended December 30, 2023 from $135.6 million for the nine months ended December 31, 2022, and proceeds from sales of consumer loans decreased $64.3 million to $81.8 million for the nine months ended December 30, 2023 from $146.1 million for the nine months ended December 31, 2022.
Commercial loan originations increased $12.3 million to $83.5 million for the nine months ended December 30, 2023 from $71.2 million for the nine months ended December 31, 2022. Proceeds from the collection on commercial loans provided $87.6 million this year, compared to $61.6 million in the prior year, a net increase of $26.0 million.
Net cash for investing activities consists of buying and selling debt and marketable equity securities in our Financial Services segment; purchases of property, plant and equipment; and funding strategic growth acquisitions in our Factory-built Housing segment. Cash used in the prior year period reflects the purchase of our plant facilities in Hamlet, North Carolina and cash used in the current year was primarily used for acquisitions.
Net cash used in financing activities was primarily for the repurchase of common stock.
Obligations and Commitments. There were no material changes to the obligations and commitments as set forth in the Form 10-K.
Critical Accounting Estimates
There have been no significant changes to our critical accounting estimates during the nine months ended December 30, 2023, as compared to those disclosed in Part II, Item 7 of the Form 10-K, under the heading "Critical Accounting Estimates," which provides a discussion of the critical accounting estimates that management believes are critical to the Company's operating results or may affect significant judgments and estimates used in the preparation of the Company's Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the quantitative and qualitative disclosures about market risk previously disclosed in the Form 10-K.
28
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its President and Chief Executive Officer and its Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the Company's President and Chief Executive Officer and its Chief Financial Officer concluded that, as of December 30, 2023, its disclosure controls and procedures were effective.
(b) Changes in Internal Control Over Financial Reporting
There has been no change 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 December 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See the information under the "Legal Matters" caption in Note 16, Commitments and Contingencies to the unaudited Consolidated Financial Statements, which is incorporated herein by reference.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors, in the Form 10-K, which could materially affect our business, financial condition or future results. The risks described in this Report and in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
As announced on May 26, 2022 in a current report on Form 8-K, the Company's Board of Directors approved a $100 million stock repurchase program with the same terms and conditions as the previous plan. As announced on August 3, 2023, the Company's Board of Directors approved another $100 million stock repurchase program. The repurchase program is funded using our available cash. The repurchases may be made in the open market or in privately negotiated transactions in compliance with applicable state and federal securities laws and other legal requirements. While there is no expiration date, the level of repurchase activity is subject to market conditions and other investment opportunities. The repurchase program does not obligate us to acquire any particular amount of common stock and may be suspended or discontinued at any time. The following table sets forth repurchases of our common stock during the third quarter of fiscal year 2024:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of the Publicly Announced Program | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (in thousands) | ||||||||||||||||||||||
| October 1, 2023 to November 4, 2023 | 190,593 | $ | 262.34 | 190,593 | $ | 38,964 | ||||||||||||||||||||
| November 5, 2023 to December 2, 2023 | — | — | — | 38,964 | ||||||||||||||||||||||
| December 3, 2023 to December 30, 2023 | — | — | — | 38,964 | ||||||||||||||||||||||
| 190,593 | 190,593 | |||||||||||||||||||||||||
In the press release dated February 1, 2024, the Company announced that the Company's Board of Directors approved another $100 million stock repurchase program with the same terms and conditions as the previous plan. There have been no repurchases made under this new program.
The payment of dividends to Company stockholders is subject to the discretion of the Board of Directors, and various factors may prevent us from paying dividends. Such factors include Company cash requirements, covenants of our Credit Agreement and liquidity or other requirements of state, corporate and other laws.
30
Item 5. Other Information
Rule 10b5-1 Plan Adoptions and Modifications
No officers or directors adopted or terminated any 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K) during the three months ended December 30, 2023.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 30, 2024, Mickey R. Dragash, Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer, provided notice of his resignation effective February 12, 2024. Under the terms of his Employment Agreement, dated April 1, 2019, in connection with a termination for good reason (as defined in the Employment Agreement), Mr. Dragash will receive a cash payment equal to his base salary as currently in effect, the average of the cash incentive bonuses received by Mr. Dragash in each of the preceding three calendar years, and COBRA premium reimbursement for a period of twelve months following termination. In addition, 50% of Mr. Dragash’s outstanding stock options and stock awards will vest immediately and Mr. Dragash will receive a pro rata portion of his currently existing unvested performance share awards with the amount ultimately vested determined based on the Company’s actual performance at the end of the applicable performance period. Mr. Dragash’s receipt of the above benefits is subject to his execution, delivery, and non-revocation of a customary release.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 30, 2024, the Board approved the adoption of the Fourth Amended and Restated Bylaws of the Company (the “Amended Bylaws”). The amendments that will be effected by the Amended Bylaws include, among other things, the following:
•revising certain provisions relating to the list of stockholders entitled to vote at stockholder meetings in order to conform with recent amendments to the General Corporation Law of the State of Delaware (the “General Corporation Law”);
•clarifying, without making substantive changes, that stockholders may authorize another person to act for such stockholder by proxy and that such authorization of a person to act by proxy must comply with Section 116 of the General Corporation Law;
•clarifying, without making substantive changes, the voting standards and quorum requirement language in the bylaws;
•updating the procedural mechanics and disclosure requirements for stockholders to submit director nominations and business proposals for consideration at stockholder meetings, including, without limitation, to (i) limit the number of nominees a stockholder may nominate to the number of directors to be elected at the meeting, (ii) require a stockholder’s notice to include additional information, disclosures and representations regarding any stockholder nominee for director (including submission of a questionnaire and certain representations by such nominee), any business the stockholder proposes to be brought before the meeting and any substantial interest the stockholder has in the business, and the stockholder making such nomination or proposal of business (iii) require the stockholder to update and supplement their notice as of the record date for the meeting and a date prior to the meeting, (iv) clarify that the requirements in Section 10 of the Amended Bylaws apply to stockholder nominations for special meetings, and (v) reflect the universal proxy rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by requiring the stockholders making a nomination to represent whether it will comply with the universal proxy rules and providing that the nomination will be disregarded if the stockholder does not comply with the universal proxy rules;
•adding a new Article II, Section 11 which clarifies and confirms the ability to adjourn meetings of stockholders, in accordance with recent amendments to the General Corporation Law;
•clarifying that committees of the Board may recommend to the stockholders the election or removal of directors;
31
•clarifying that any Indemnitee (as defined in the Amended Bylaws) shall be obligated to reimburse the Company for all expenses advanced by the Company to the Indemnitee or a third-party engaged for the benefit of Indemnitee in the event that such Indemnitee is determined not to be entitled to indemnification under the Amended Bylaws;
•increasing the number of days the Company has to pay an Indemnitee on an indemnification claim before the Indemnitee is entitled to adjudication of his or her entitlement to indemnification from five (5) days to thirty (30) days; and
•providing that the federal district courts of the United States shall be the exclusive forum for any lawsuits arising under the Securities Act of 1933, as amended, unless a majority of the Board of Directors, acting on behalf of the Company, consents to or approves the selection of an alternative forum.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached to this Form 10-Q as Exhibit 3.1 and is incorporated herein by reference.
Item 6. Exhibits
| Exhibit No. | Exhibit | |||||||
| (1) | ||||||||
10.1* | (1) | |||||||
| (1) | ||||||||
| (1) | ||||||||
| (2) | ||||||||
| 101.INS | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
*Management Contract or Compensatory Plan, Contract or Arrangement
(1) Filed herewith.
(2) Furnished herewith.
All other items required under Part II are omitted because they are not applicable.
32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Cavco Industries, Inc. | |||||||||||
| Registrant | |||||||||||
| Signature | Title | Date | |||||||||
| /s/ William C. Boor | Director, President and Chief Executive Officer | February 2, 2024 | |||||||||
| William C. Boor | (Principal Executive Officer) | ||||||||||
| /s/ Allison K. Aden | Executive Vice President, Chief Financial Officer & Treasurer | February 2, 2024 | |||||||||
| Allison K. Aden | (Principal Financial Officer) | ||||||||||
33