CAVCO INDUSTRIES INC.
10-Ks and 10-Qs
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
October 1, 2022
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to
Commission File Number
000-08822
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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| (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 | ||||||
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| (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.
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☒ | Accelerated Filer | ☐ | ||||||||
| Non-accelerated Filer | ☐ | Smaller Reporting Company |
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| Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
As of October 28, 2022,
8,909,339
shares of the registrant's Common Stock, $.01 par value, were outstanding.
CAVCO INDUSTRIES, INC.
FORM 10-Q
October 1, 2022
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
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October 1,
2022 |
April 2,
2022 |
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| ASSETS | (Unaudited) | ||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Restricted cash, current |
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| Accounts receivable, net |
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| Short-term investments |
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| Current portion of consumer loans receivable, net |
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| Current portion of commercial loans receivable, net |
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| Current portion of commercial loans receivable from affiliates, net |
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| Inventories |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Restricted cash |
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| Investments |
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| Consumer loans receivable, net |
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| Commercial loans receivable, net |
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| Commercial loans receivable from affiliates, net |
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| Property, plant and equipment, net |
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| Goodwill |
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| Other intangibles, net |
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| Operating lease right-of-use assets |
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| Total assets | $ |
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$ |
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| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ |
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$ |
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| Accrued expenses and other current liabilities |
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| Total current liabilities |
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| Operating lease liabilities |
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| Other liabilities |
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| Deferred income taxes |
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| Redeemable noncontrolling interest |
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| Stockholders' equity | |||||||||||
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Preferred stock, $
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Common stock, $
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Treasury stock, at cost;
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(
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(
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| Additional paid-in capital |
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| Retained earnings |
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| Accumulated other comprehensive loss |
(
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(
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| Total stockholders' equity |
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| Total liabilities, redeemable noncontrolling interest and stockholders' equity | $ |
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$ |
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1
CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
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October 1,
2022 |
October 2,
2021 |
October 1,
2022 |
October 2,
2021 |
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Net revenue
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$ |
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$ |
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$ |
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$ |
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Cost of sales
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Gross profit
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Selling, general and administrative expenses
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Income from operations
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Interest expense
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(
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(
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(
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(
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Other income, net
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Income before income taxes
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| Income tax expense |
(
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(
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(
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(
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Net income
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| Less: net income attributable to redeemable noncontrolling interest |
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| Net income attributable to Cavco common stockholders | $ |
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$ |
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$ |
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$ |
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| Comprehensive income | |||||||||||||||||||||||
| Net income | $ |
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$ |
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$ |
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$ |
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| Reclassification adjustment for securities sold |
(
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(
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Applicable income taxes
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Net change in unrealized position of investments held
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(
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(
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(
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(
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Applicable income taxes
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| Comprehensive income |
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| Less: comprehensive income attributable to redeemable noncontrolling interest |
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| Comprehensive income attributable to Cavco common stockholders | $ |
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$ |
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$ |
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$ |
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| Net income per share attributable to Cavco common stockholders | |||||||||||||||||||||||
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Basic
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$ |
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$ |
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$ |
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$ |
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Diluted
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$ |
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$ |
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$ |
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$ |
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| Weighted average shares outstanding | |||||||||||||||||||||||
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Basic
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Diluted
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See accompanying Notes to Consolidated Financial Statements
2
CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
| Six Months Ended | |||||||||||
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October 1,
2022 |
October 2,
2021 |
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| OPERATING ACTIVITIES | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Depreciation and amortization |
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| Provision for credit losses |
(
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(
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| Deferred income taxes |
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| Stock-based compensation expense |
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| Non-cash interest income, net |
(
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(
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| Gain on sale or retirement of property, plant and equipment, net |
(
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(
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| Gain on investments and sale of loans, net |
(
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(
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| Changes in operating assets and liabilities, net of acquisitions | |||||||||||
| Accounts receivable |
(
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(
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| Consumer loans receivable originated |
(
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(
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| Proceeds from sales of consumer loans |
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| Principal payments received on consumer loans receivable |
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| Inventories |
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(
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| Prepaid expenses and other current assets |
(
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| Commercial loans receivable |
(
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| Accounts payable and accrued expenses and other current liabilities |
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| Net cash provided by operating activities |
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| INVESTING ACTIVITIES | |||||||||||
| Purchases of property, plant and equipment |
(
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(
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| Payments for acquisitions, net |
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(
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| Proceeds from sale of property, plant and equipment |
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| Purchases of investments |
(
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(
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| Proceeds from sale of investments |
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| Net cash used in investing activities |
(
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(
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| FINANCING ACTIVITIES | |||||||||||
| Payments for taxes on stock option exercises and releases of equity awards |
(
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(
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| Proceeds from exercise of stock options |
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| Payments on finance leases and other secured financings |
(
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(
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| Payments for common stock repurchases |
(
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(
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| Distributions to noncontrolling interest |
(
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(
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| Net cash used in financing activities |
(
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(
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| Net increase (decrease) in cash, cash equivalents and restricted cash |
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(
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| Cash, cash equivalents and restricted cash at beginning of the fiscal year |
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| Cash, cash equivalents and restricted cash at end of the period | $ |
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$ |
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| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for income taxes | $ |
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$ |
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| Cash paid for interest | $ |
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$ |
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| Supplemental disclosures of noncash activity | |||||||||||
| Change in GNMA loans eligible for repurchase | $ |
(
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$ |
(
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| Right-of-use assets recognized and operating lease obligations incurred | $ |
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$ |
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| Fair value of assets acquired under finance leases | $ |
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$ |
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| Finance lease obligations incurred | $ |
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$ |
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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, unless otherwise stated.
In the opinion of management, these financial statements include all adjustments, including normal recurring adjustments, that are necessary to fairly state the results for the periods presented. Certain prior period amounts have been reclassified from secured financings to accrued expenses 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 except for the events set forth in Note 20 of the Notes to Consolidated Financial Statements ("Notes") of the Company's Quarterly Report on Form 10-Q for the period ended October 1, 2022, there were no subsequent events requiring disclosure. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in our 2022 Annual Report on Form 10-K for the year ended April 2, 2022, 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 31
st
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 31
st
. The current fiscal year will end on April 1, 2023 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
26
homebuilding production lines located throughout the United States, which are sold to a network of independent distributors, community operators and residential developers and through our
42
Company-owned retail stores. The financial services segment is comprised of a finance subsidiary, CountryPlace Acceptance Corp. ("CountryPlace"), and an insurance subsidiary, Standard Casualty Company ("Standard Casualty"). CountryPlace is an approved Federal National Mortgage Association ("Fannie Mae") and Federal Home Loan Mortgage Corporation ("Freddie Mac") seller/servicer and a Government National Mortgage Association ("Ginnie Mae") mortgage-backed securities issuer that offers conforming mortgages, non-conforming mortgages and home-only loans to purchasers of factory-built homes. Standard Casualty provides property and casualty insurance primarily to owners of manufactured homes.
During fiscal 2022, we acquired an additional 20% ownership in Craftsman Homes, LLC and Craftsman Homes Development, LLC (collectively known as "Craftsman"), which gave us a controlling interest and therefore became a consolidated entity, and we purchased certain manufactured housing assets and assumed certain liabilities of The Commodore Corporation ("Commodore"). Craftsman is a manufactured home retailer with four locations in Nevada selling Company and other manufacturer branded homes. Commodore added six manufacturing facilities and two wholly-owned retail locations, and also participates in commercial lending operations with its dealers.
4
2.
Revenue from Contracts with Customers
The following table summarizes customer contract revenues disaggregated by reportable segment and source (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| October 1, 2022 | October 2, 2021 |
October 1,
2022 |
October 2,
2021 |
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| Factory-built housing | |||||||||||||||||||||||
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U.S. Housing and Urban Development code homes
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$ |
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$ |
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$ |
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$ |
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Modular homes
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Park model RVs
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| Other |
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| Financial services | |||||||||||||||||||||||
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Insurance agency commissions received from third-party insurance companies
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| All other sources |
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| $ |
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$ |
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$ |
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$ |
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3.
Restricted Cash
Restricted cash consisted of the following (in thousands):
|
October 1,
2022 |
April 2,
2022 |
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| Cash related to CountryPlace customer payments to be remitted to third parties | $ |
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$ |
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| Other restricted cash |
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| Current portion |
(
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(
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| $ |
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$ |
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Corresponding amounts for customer payments to be remitted to third parties are recorded in Accounts payable.
The following table provides a reconciliation of Cash and cash equivalents and Restricted cash reported within the Consolidated Balance Sheets to the combined amounts shown in the Consolidated Statements of Cash Flows (in thousands):
|
October 1,
2022 |
October 2,
2021 |
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| Cash and cash equivalents | $ |
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$ |
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| Restricted cash |
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| $ |
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$ |
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5
4.
Investments
Investments consisted of the following (in thousands):
|
October 1,
2022 |
April 2,
2022 |
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| Available-for-sale debt securities | $ |
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$ |
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Marketable equity securities
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Non-marketable equity investments
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| Less short-term investments |
(
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(
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| $ |
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$ |
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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 community-based initiatives that buy and sell our homes and provide home-only financing to residents of certain manufactured home communities and other investments in manufactured housing distributors.
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):
| October 1, 2022 | April 2, 2022 | ||||||||||||||||||||||
|
Amortized
Cost |
Fair
Value |
Amortized Cost |
Fair
Value |
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Residential mortgage-backed securities
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$ |
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$ |
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$ |
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$ |
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State and political subdivision debt securities
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Corporate debt securities
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| $ |
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$ |
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$ |
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$ |
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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.
| October 1, 2022 | |||||||||||
|
Amortized
Cost |
Fair
Value |
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| Due in less than one year | $ |
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$ |
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| Due after one year through five years |
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| Due after five years through ten years |
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| Due after ten years |
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| Mortgage-backed securities |
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| $ |
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$ |
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6
Net investment gains and losses on marketable equity securities were as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
|
October 1,
2022 |
October 2,
2021 |
October 1,
2022 |
October 2,
2021 |
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| Marketable equity securities | |||||||||||||||||||||||
| Net (loss) gain recognized during the period | $ |
(
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$ |
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$ |
(
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$ |
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| Less: Net loss (gain) recognized on securities sold during the period |
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(
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(
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| Unrealized (loss) gain recognized during the period on securities still held | $ |
(
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$ |
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$ |
(
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$ |
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5.
Inventories
Inventories consisted of the following (in thousands):
|
October 1,
2022 |
April 2,
2022 |
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| Raw materials | $ |
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$ |
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| Work in process |
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| Finished goods |
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| $ |
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$ |
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6.
Consumer Loans Receivable
The following table summarizes consumer loans receivable (in thousands):
|
October 1,
2022 |
April 2,
2022 |
||||||||||
| Loans held for investment, previously securitized | $ |
|
$ |
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| Loans held for investment |
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| Loans held for sale |
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| Construction advances |
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| Deferred financing fees and other, net |
(
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(
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| Allowance for loan losses |
(
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(
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| Less current portion |
(
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(
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| $ |
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$ |
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7
The following table represents changes in the estimated allowance for loan losses, including related additions and deductions to the allowance for loan losses (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
|
October 1,
2022 |
October 2,
2021 |
October 1,
2022 |
October 2,
2021 |
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| Allowance for loan losses at beginning of period | $ |
|
$ |
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$ |
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$ |
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| Change in estimated loan losses, net |
(
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(
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(
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| Charge-offs |
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(
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(
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(
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| Recoveries |
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| Allowance for loan losses at end of period | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The consumer loans held for investment had the following characteristics:
|
October 1,
2022 |
April 2,
2022 |
||||||||||
| Weighted average contractual interest rate |
|
% |
|
% | |||||||
| Weighted average effective interest rate |
|
% |
|
% | |||||||
| Weighted average months to maturity |
|
|
|||||||||
The following table is a consolidated summary of the delinquency status of the outstanding consumer loans receivable (in thousands):
|
October 1,
2022 |
April 2,
2022 |
||||||||||
| Current | $ |
|
$ |
|
|||||||
| 31 to 60 days |
|
|
|||||||||
| 61 to 90 days |
|
|
|||||||||
| 91+ days |
|
|
|||||||||
| $ |
|
$ |
|
||||||||
The following tables disaggregate the principal value of consumer loans receivable by credit quality indicator and fiscal year of origination (in thousands):
| October 1, 2022 | |||||||||||||||||||||||||||||||||||||||||
| 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
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||||
8
| April 2, 2022 | |||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2019 | 2018 | 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 October 1, 2022 and April 2, 2022,
43
% and
39
% of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas, respectively, and
16
% and
17
%, respectively was concentrated in Florida.
Other than Texas and Florida, no sta
te had concentrations in excess of
10
% of the outstanding principal balance of the consumer loans receivable as of October 1, 2022 or April 2, 2022.
Repossessed homes totaled approximately $
375,000
and $
499,000
as of October 1, 2022 and April 2, 2022, respectively, and are included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. Foreclosure or similar proceedings in progress totaled approximately $
605,000
and
$
1.1
million
as of October 1, 2022 and April 2, 2022, 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 operators and residential developers.
Commercial loans receivable (including from affiliates), net consisted of the following (in thousands):
|
October 1,
2022 |
April 2,
2022 |
||||||||||
| Loans receivable | $ |
|
$ |
|
|||||||
| Allowance for loan losses |
(
|
(
|
|||||||||
| Deferred financing fees, net |
(
|
(
|
|||||||||
|
|
|
||||||||||
| Less current portion |
(
|
(
|
|||||||||
| $ |
|
$ |
|
||||||||
The commercial loans receivable balance had the following characteristics:
|
October 1,
2022 |
April 2,
2022 |
||||||||||
| Weighted average contractual interest rate |
|
% |
|
% | |||||||
| Weighted average months outstanding |
|
|
|||||||||
9
The following table represents changes in the estimated allowance for loan losses (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
|
October 1,
2022 |
October 2,
2021 |
October 1,
2022 |
October 2,
2021 |
||||||||||||||||||||
|
Balance at beginning of period
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Change in estimated loan losses, net
|
|
|
|
|
|||||||||||||||||||
|
Balance at end of period
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Loans with indicators of potential performance problems are placed on watch list status and are subject to additional monitoring and scrutiny. 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 October 1, 2022 and April 2, 2022, there were
no
commercial loans considered watch list or nonperforming.
The following table disaggregates the principal value of our commercial loans receivable by fiscal year of origination (in thousands):
| October 1, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Total | ||||||||||||||||||||||||||||||||||||||
|
Performing
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||
| April 2, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2019 | 2018 | Prior | Total | ||||||||||||||||||||||||||||||||||||||
|
Performing
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||
As of October 1, 2022, 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.
8.
Property, Plant and Equipment, net
Property, plant and equipment, net, consisted of the following (in thousands):
|
October 1,
2022 |
April 2,
2022 |
||||||||||
| Property, plant and equipment, at cost | |||||||||||
| Land | $ |
|
$ |
|
|||||||
| Buildings and improvements |
|
|
|||||||||
| Machinery and equipment |
|
|
|||||||||
| Construction in progress |
|
|
|||||||||
|
|
|
||||||||||
| Accumulated depreciation |
(
|
(
|
|||||||||
| $ |
|
$ |
|
||||||||
Depreciation expense for the three and six months ended October 1, 2022 was $
3.8
million and $
7.3
million, respectively. Depreciation expense for the three and six months ended October 2, 2021 was $
1.4
million and $
2.9
million, respectively.
10
9.
Goodwill and Other Intangibles
Goodwill and other intangibles, net, consisted of the following (in thousands):
| October 1, 2022 | April 2, 2022 | ||||||||||||||||||||||||||||||||||
|
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
|
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||
| $ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
||||||||||||||||||||||||
Amortization expense recognized on intangible assets was $
502,000
and $
1.0
million for the three and six months ended October 1, 2022, respectively. Amortization expense recognized on intangible assets was $
166,000
and $
339,000
for the three and six months ended October 2, 2021, respectively.
| Remainder of fiscal year | $ |
|
|||
| 2024 |
|
||||
| 2025 |
|
||||
| 2026 |
|
||||
| 2027 |
|
||||
| 2028 |
|
||||
| Thereafter |
|
||||
During the second fiscal quarter, we finalized the purchase price allocation related to the Commodore acquisition, and recorded purchase accounting adjustments that did not have a material effect on the Consolidated Financial Statements.
10.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
|
October 1,
2022 |
April 2,
2022 |
||||||||||
| Salaries, wages and benefits | $ |
|
$ |
|
|||||||
| Customer deposits |
|
|
|||||||||
| Estimated warranties |
|
|
|||||||||
| Unearned insurance premiums |
|
|
|||||||||
| Accrued volume rebates |
|
|
|||||||||
| Other |
|
|
|||||||||
| $ |
|
$ |
|
||||||||
11
11.
Warranties
Activity in the liability for estimated warranties was as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
|
October 1,
2022 |
October 2,
2021 |
October 1,
2022 |
October 2,
2021 |
||||||||||||||||||||
| Balance at beginning of period | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Purchase accounting additions |
|
|
|
|
|||||||||||||||||||
| Charged to costs and expenses |
|
|
|
|
|||||||||||||||||||
| Payments and deductions |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Balance at end of period | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
12.
Other Liabilities
The following table summarizes the non-current portion of our other liabilities (in thousands):
|
October 1,
2022 |
April 2,
2022 |
||||||||||
| Finance lease payables | $ |
|
$ |
|
|||||||
| Other secured financing |
|
|
|||||||||
| Mandatorily redeemable noncontrolling interest |
|
|
|||||||||
|
|
|
||||||||||
| Less current portion included in Accrued expenses and other current liabilities |
(
|
(
|
|||||||||
| $ |
|
$ |
|
||||||||
13.
Reinsurance and Insurance Loss Reserves
Certain of Standard Casualty's premiums and benefits are assumed from and ceded to other insurance companies under various reinsurance agreements. We remain obligated for amounts ceded in the event that the reinsurers do not meet their obligations.
The effects of reinsurance on premiums written and earned were as follows (in thousands):
| Three Months Ended | |||||||||||||||||||||||
| October 1, 2022 | October 2, 2021 | ||||||||||||||||||||||
| Written | Earned | Written | Earned | ||||||||||||||||||||
|
Direct premiums
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Assumed premiums—nonaffiliated
|
|
|
|
|
|||||||||||||||||||
|
Ceded premiums—nonaffiliated
|
(
|
(
|
(
|
(
|
|||||||||||||||||||
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Six Months Ended | |||||||||||||||||||||||
| October 1, 2022 | October 2, 2021 | ||||||||||||||||||||||
| Written | Earned | Written | Earned | ||||||||||||||||||||
|
Direct premiums
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Assumed premiums—nonaffiliated
|
|
|
|
|
|||||||||||||||||||
|
Ceded premiums—nonaffiliated
|
(
|
(
|
(
|
(
|
|||||||||||||||||||
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
12
Typical insurance policies written or assumed have a maximum coverage of $
300,000
per claim, of which we cede $
125,000
of the risk of loss per reinsurance. Therefore, our risk of loss is limited to $
175,000
per claim on typical policies, subject to the reinsurers meeting their obligations. After this limit, amounts are recoverable through reinsurance for catastrophic losses in excess of $
2
million per occurrence, up to a maximum of $
70
million in the aggregate for that occurrence.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
|
October 1,
2022 |
October 2,
2021 |
October 1,
2022 |
October 2,
2021 |
||||||||||||||||||||
| Balance at beginning of period | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Net incurred losses during the period |
|
|
|
|
|||||||||||||||||||
| Net claim payments during the period |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Balance at end of period | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
14.
Commitments and Contingencies
Repurchase Contingencies
. We are contingently liable under terms of repurchase agreements with financial institutions providing inventory financing to independent distributors of our products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to distributors in the event of default by the distributor.
The maximum amount for which the Company was liable under such agreements approximated $
189.4
million and $
141.0
million
at October 1, 2022 and April 2, 2022, respectively, without reduction for the resale value of the homes. We
had a reserve for repurchase commitments of $
5.0
million at October 1, 2022 and $
3.6
million at April 2, 2022, and there were
no
repurchases during either period.
Construction-Period Mortgages.
We fund construction-period mortgages through periodic advances during home construction. At the time of initial funding, we commit to fully fund the loan contract in accordance with a predetermined schedule. The total loan contract amount, less cumulative advances, represents an off-balance sheet contingent commitment to fund future advances.
Loan contracts with off-balance sheet commitments are summarized below (in thousands):
|
October 1,
2022 |
April 2,
2022 |
||||||||||
| Construction loan contract amount | $ |
|
$ |
|
|||||||
| Cumulative advances |
(
|
(
|
|||||||||
| $ |
|
$ |
|
||||||||
13
Interest Rate Lock Commitments
. In originating loans for sale, we issue interest rate lock commitments ("IRLCs") to prospective borrowers. These IRLCs bind us to fund the approved loan at the specified rate regardless of whether interest rates or market prices for similar loans have changed between the commitment date and the closing date. As of October 1, 2022, we had outstanding IRLCs with a notional amount of $
37.0
million. For the three months ended October 1, 2022 and October 2, 2021, we recognized losses of $
9,000
and $
5,000
respectively on outstanding IRLCs.
For the
six months ended
October 1, 2022 and October 2, 2021, we recognized gains of $
31,000
and $
42,000
, respectively.
Forward Sales Commitments
. We manage the risk profiles of a portion of the outstanding IRLCs and mortgage loans held for sale by entering into forward sales of mortgage-backed securities ("MBS") and whole loan sale commitments (collectively "Commitments"). As of October 1, 2022, we had $
6.6
million in outstanding Commitments. We recognized non-cash gains
of $
178,000
and $
79,000
in the
second quarter of fiscal
2023
and
2022, respectively
. During the
six months ended
October 1, 2022 and October 2, 2021, we recognized losses of $
84,000
and $
268,000
, respectively.
Legal Matters.
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 (the "Exchange Act") based on trading in the shares of another company directed by the former CEO that resulted in an unrealized gain of approximately $
265,000
. In the prior year, 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. 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. The settlement resolves all claims in such action against the Company.
We are party to certain other lawsuits in the ordinary course of business. Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on our consolidated financial position, liquidity or results of operations after taking into account any existing reserves, which reserves are included in Accrued expenses and other current liabilities 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.
14
15.
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 six months ended October 1, 2022 (dollars in thousands):
| Equity Attributable to Cavco Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||
| Treasury Stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive 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 | — | — | — | — | — | — | — |
(
|
|||||||||||||||||||||||||||||||||||||||
| Subsequent change in redemption value | — | — | — | — | — | — | — |
|
|||||||||||||||||||||||||||||||||||||||
| Balance, October 1, 2022 |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||
15
The following table represents changes in stockholders' equity attributable to Cavco's stockholders and redeemable noncontrolling interest during the six months ended October 2, 2021 (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 3, 2021 |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||
| Net income | — |
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net | — |
|
|
|
|
(
|
(
|
|
|||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock incentive plans, net |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — |
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Common stock repurchases | — | — |
(
|
— | — | — |
(
|
— | |||||||||||||||||||||||||||||||||||||||
| Balance, July 3, 2021 |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||
| Initial value of noncontrolling interest upon transaction | — | — | — | — | — | — | — |
|
|||||||||||||||||||||||||||||||||||||||
| Net income | — |
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net | — |
|
|
|
|
(
|
(
|
|
|||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock incentive plans, net |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — |
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Common stock repurchases | — | — |
(
|
— | — | — |
(
|
— | |||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — |
(
|
|||||||||||||||||||||||||||||||||||||||
| Balance, October 2, 2021 |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||
16
16.
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (dollars in thousands, except per share amounts):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
|
October 1,
2022 |
October 2,
2021 |
October 1,
2022 |
October 2,
2021 |
||||||||||||||||||||
| 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 |
|
|
|
|
|||||||||||||||||||
17.
Fair Value Measurements
The book value and estimated fair value of our financial instruments were as follows (in thousands):
| October 1, 2022 | April 2, 2022 | ||||||||||||||||||||||
|
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 |
(
|
(
|
(
|
(
|
|||||||||||||||||||
|
October 1,
2022 |
April 2,
2022 |
||||||||||
| Number of loans serviced with MSRs |
|
|
|||||||||
| Weighted average servicing fee (basis points) | 34.74 | 34.76 | |||||||||
| Capitalized servicing multiple |
|
% |
|
% | |||||||
| Capitalized servicing rate (basis points) | 38.10 | 29.57 | |||||||||
| Serviced portfolio with MSRs (in thousands) | $ |
|
$ |
|
|||||||
| MSRs (in thousands) | $ |
|
$ |
|
|||||||
17
18.
Related Party Transactions
19.
Business Segment Information
We operate principally 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.
The following table provides selected financial data by segment (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
|
October 1,
2022 |
October 2,
2021 |
October 1,
2022 |
October 2,
2021 |
||||||||||||||||||||
| Net revenue | |||||||||||||||||||||||
| Factory-built housing | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Financial services |
|
|
|
|
|||||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||
| Income (loss) before income taxes | |||||||||||||||||||||||
| Factory-built housing | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Financial services |
|
|
|
|
|||||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||
|
October 1,
2022 |
April 2,
2022 |
||||||||||
|
Total assets:
|
|||||||||||
|
Factory-built housing
|
$ |
|
$ |
|
|||||||
|
Financial services
|
|
|
|||||||||
| $ |
|
$ |
|
||||||||
20.
Subsequent Event
As announced on
October 27, 2022
in a current report on Form 8-K, we have signed a binding offer to acquire the business of Solitaire Homes, Inc. and other related entities (collectively “Solitaire Homes”), including its
four
manufacturing facilities,
twenty-two
retail locations and its dedicated transportation operations.
The addition of Solitaire Homes strengthens our position in the Southwest, with high quality products that complement our existing home offerings.
The purchase price totals $
93
million, before certain adjustments that will be determined upon close of the transaction. We expect to fund the acquisition entirely with cash on hand. The transaction is expected to close early in the Company's fourth quarter of fiscal year 2023, subject to applicable regulatory approvals and the satisfaction of certain customary conditions.
18
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 ("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; our financial performance and operating results; 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 and consumer confidence; trends in interest rates and inflation; potential acquisitions, strategic investments and other expansions; the sufficiency of our liquidity; operational and legal risks; how we may be affected by the COVID-19 pandemic ("COVID-19") or any other pandemic or outbreak; 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, including the ability to generate positive cash flow from operations, 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 2022 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 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 Consolidated Financial Statements.
Company Overview
Headquartered in Phoenix, Arizona, we design and produce factory-built housing products 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 and MidCountry. 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 ("Fannie Mae") and Federal Home Loan Mortgage Corporation ("Freddie Mac") seller/servicer and a Government National Mortgage Association ("Ginnie Mae") mortgage-backed securities issuer that offers conforming mortgages, non-conforming mortgages and home-only loans to purchasers of factory-built homes. Our insurance subsidiary, Standard Casualty Company ("Standard Casualty"), provides property and casualty insurance to owners of manufactured homes.
19
We operate 26 homebuilding production lines in Millersburg and Woodburn, Oregon; Riverside, California; Nampa, Idaho; Phoenix, Goodyear, Arizona; Austin, Fort Worth, Seguin and Waco, Texas; Montevideo, Minnesota; Dorchester, Wisconsin; Nappanee and Goshen, Indiana; Lafayette, Tennessee; Douglas and Moultrie, Georgia; Shippenville and Emlenton, Pennsylvania; Martinsville and Rocky Mount, Virginia; Cherryville, North Carolina; and Ocala and Plant City, Florida. We also recently opened two new production lines in Glendale, Arizona and Hamlet, North Carolina. The majority of the homes produced are sold to, and distributed by, independently owned retail operations located throughout the United States and Canada. In addition, our homes are sold through 42 Company-owned U.S. retail locations.
During fiscal 2022, we acquired an additional 20% ownership in Craftsman Homes, LLC and Craftsman Homes Development, LLC (collectively known as "Craftsman"), which gave us a controlling interest. Craftsman is a manufactured home retailer with four locations in Nevada selling Company and other manufacturer branded homes. We also purchased certain manufactured housing assets and assumed certain liabilities of The Commodore Corporation ("Commodore"). Commodore added six manufacturing facilities and two wholly-owned retail locations, and also participates in commercial lending operations with its dealers.
On October 26, 2022, subsequent to the end of the second fiscal quarter of 2023, we signed a binding offer to acquire the business of Solitaire Homes, Inc. and other related entities (collectively “Solitaire Homes”), including its four manufacturing facilities, twenty-two retail locations and its dedicated transportation operations. The transaction is expected to close early in our fourth fiscal quarter of 2023, subject to applicable regulatory approvals and the satisfaction of certain customary conditions. The addition of Solitaire Homes to our existing manufacturing and retail system strengthens our position in the Southwest and expands our manufacturing capabilities into Mexico.
Company and Industry Outlook
According to data reported by the Manufactured Housing Institute, industry home shipments increased 14.2% for the first 8 months of calendar year 2022 compared to the same period last year.
The industry offers solutions to the affordable housing crisis and these shipment numbers reflect the industry's ability to produce in the current environment. The average price per square foot for a manufactured home is usually lower than a site-built home. Also, based on the comparatively low cost associated with manufactured home ownership, our products have traditionally competed with rental housing's monthly payment affordability.
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 custom 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.
20
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 to the 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. Additionally, we continue to invest in community-based lending initiatives that provide home-only financing to residents of certain manufactured home communities. 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 exposure to the actions of independent lenders.
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 sal
es price. Pricing and availability of certain raw materials have recently been volatile due to a number of factors in the current environment. We continue to monitor and react to inflation in these materials by maintaining a focus on our product pricing in response to higher materials costs, but such 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 October 1, 2022 was
$651 million compared to $1.0 billion last quarter, a decrease of $347 million
or 34.8%,
and down $456 million, or 41.2%, compared to $1.1 billion at October 2, 2021. Home order rates, net of cancellations, are down from the extreme highs we saw during the summer of 2020 to the summer of 2021. Additionally, our efforts in product simplification and production staffing improvement have increased our total average plant capacity utilization.
While it is difficult to predict the future of housing demand, employee availability, supply chain and Company performance and operations, maintaining an appropriately sized and well-trained workforce is key to increasing production to meet increased demand, and we face challenges in overcoming labor-related difficulties in the current environment to increase home production. We continually review the wage rates of our production employees and have established other monetary incentive and benefit programs, with a goal of 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. We believe our ability to recruit the workforce we need to help meet the overall need for affordable housing continues to improve.
21
In the financial services segment, we continue to assist customers in need by servicing existing loans and insurance policies and complying with state and federal regulations regarding loan forbearance, home foreclosures and policy cancellations. Certain loans serviced for investors expose us to cash flow deficits if customers do not make contractual monthly payments of principal and interest in a timely manner. For certain loans serviced for Ginnie Mae and Freddie Mac, and home-only loans serviced for certain other investors, we must remit scheduled monthly principal and/or interest payments and principal curtailments regardless of whether monthly mortgage payments are collected from borrowers. Ginnie Mae permits cash obligations on loans in forbearance from COVID-19 to be offset by other incoming cash flows from loans such as loan pre-payments. Monthly collections of principal and interest from borrowers have exceeded scheduled principal and interest payments owed to investors; however, mandatory extended forbearance under the Coronavirus Aid, Relief and Economic Security Act and certain other regulations related to COVID-19 could negatively impact cash obligations in the future.
Results of Operations
Net Revenue
| Three Months Ended | |||||||||||||||||||||||
| ($ in thousands, except revenue per home sold) |
October 1,
2022 |
October 2,
2021 |
Change | ||||||||||||||||||||
| Factory-built housing | $ | 559,602 | $ | 342,094 | $ | 217,508 | 63.6 | % | |||||||||||||||
| Financial services | 17,790 | 17,449 | 341 | 2.0 | % | ||||||||||||||||||
| $ | 577,392 | $ | 359,543 | $ | 217,849 | 60.6 | % | ||||||||||||||||
| Factory-built homes sold | |||||||||||||||||||||||
| by Company-owned retail sales centers | 860 | 710 | 150 | 21.1 | % | ||||||||||||||||||
| to independent retailers, builders, communities and developers | 4,251 | 2,887 | 1,364 | 47.2 | % | ||||||||||||||||||
| 5,111 | 3,597 | 1,514 | 42.1 | % | |||||||||||||||||||
| Net factory-built housing revenue per home sold | $ | 109,490 | $ | 95,105 | $ | 14,385 | 15.1 | % | |||||||||||||||
| Six Months Ended | |||||||||||||||||||||||
| ($ in thousands, except revenue per home sold) |
October 1,
2022 |
October 2,
2021 |
Change | ||||||||||||||||||||
| Factory-built housing | $ | 1,132,199 | $ | 654,377 | $ | 477,822 | 73.0 | % | |||||||||||||||
| Financial services | 33,531 | 35,588 | (2,057) | (5.8) | % | ||||||||||||||||||
| $ | 1,165,730 | $ | 689,965 | $ | 475,765 | 69.0 | % | ||||||||||||||||
| Factory-built homes sold | |||||||||||||||||||||||
| by Company-owned retail sales centers | 1,733 | 1,433 | 300 | 20.9 | % | ||||||||||||||||||
| to independent retailers, builders, communities and developers | 8,724 | 5,864 | 2,860 | 48.8 | % | ||||||||||||||||||
| 10,457 | 7,297 | 3,160 | 43.3 | % | |||||||||||||||||||
| Net factory-built housing revenue per home sold | $ | 108,272 | $ | 89,678 | $ | 18,594 | 20.7 | % | |||||||||||||||
In factory-built housing, Net revenue for both the three and six months ended October 1, 2022 increased compared to the respective periods in the prior year due to higher home sales volume and higher home selling prices. Home sales volume increased from the Commodore acquisition, completed in the second quarter of fiscal year 2022, which provided $107 million and $208 million in Net revenue for the three and six months ended October 1, 2022, respectively. The three and six months also benefited from higher factory capacity utilization which enabled higher sales volume.
22
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 h
omes are constructed in one or more floor sections ("modules") which are then installed on the customer's site. Changes in the number of modules per home, the selection of different home types/models and optional home upgrades create changes in product mix, also causing fluctuations in this metric. The table below presents the mix of modules and homes sold for the three and six months ended October 1, 2022 and October 2, 2021:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
|
October 1,
2022 |
October 2,
2021 |
Change | |||||||||||||||||||||||||||||||||
| Modules | Homes | Modules | Homes | Modules | Homes | ||||||||||||||||||||||||||||||
| U.S. Housing and Urban Development ("HUD") code homes | 8,099 | 4,639 | 5,548 | 3,154 | 46.0 | % | 47.1 | % | |||||||||||||||||||||||||||
| Modular homes | 444 | 226 | 519 | 254 | (14.5) | % | (11.0) | % | |||||||||||||||||||||||||||
| Park model RVs | 246 | 246 | 189 | 189 | 30.2 | % | 30.2 | % | |||||||||||||||||||||||||||
| 8,789 | 5,111 | 6,256 | 3,597 | 40.5 | % | 42.1 | % | ||||||||||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||||||||
|
October 1,
2022 |
October 2,
2021 |
Change | |||||||||||||||||||||||||||||||||
| Modules | Homes | Modules | Homes | Modules | Homes | ||||||||||||||||||||||||||||||
| HUD code homes | 16,614 | 9,493 | 11,200 | 6,430 | 48.3 | % | 47.6 | % | |||||||||||||||||||||||||||
| Modular homes | 930 | 477 | 987 | 480 | (5.8) | % | (0.6) | % | |||||||||||||||||||||||||||
| Park model RVs | 487 | 487 | 387 | 387 | 25.8 | % | 25.8 | % | |||||||||||||||||||||||||||
| 18,031 | 10,457 | 12,574 | 7,297 | 43.4 | % | 43.3 | % | ||||||||||||||||||||||||||||
For the three months ended October 1, 2022, Financial services segment Net revenue increased 2.0% primarily due to higher volume in home loan sales in the period. For the six months ended October 1, 2022, Net revenue decreased 5.8% primarily due to realized and unrealized losses on marketable equity securities in the insurance subsidiary's portfolio during such period, lower interest income earned on the acquired consumer loan portfolios, and lower volume in home loan sales. These items were partially offset by more insurance policies in force in the current year compared to the prior year.
23
Gross Profit
| Three Months Ended | |||||||||||||||||||||||
| ($ in thousands) |
October 1,
2022 |
October 2,
2021 |
Change | ||||||||||||||||||||
| Factory-built housing | $ | 149,665 | $ | 82,299 | $ | 67,366 | 81.9 | % | |||||||||||||||
| Financial services | 7,934 | 7,629 | 305 | 4.0 | % | ||||||||||||||||||
| $ | 157,599 | $ | 89,928 | $ | 67,671 | 75.3 | % | ||||||||||||||||
| Gross profit as % of Net revenue | |||||||||||||||||||||||
| Consolidated | 27.3 | % | 25.0 | % | N/A | 2.3 | % | ||||||||||||||||
| Factory-built housing | 26.7 | % | 24.1 | % | N/A | 2.6 | % | ||||||||||||||||
| Financial services | 44.6 | % | 43.7 | % | N/A | 0.9 | % | ||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||
| ($ in thousands) |
October 1,
2022 |
October 2,
2021 |
Change | ||||||||||||||||||||
| Factory-built housing | $ | 289,251 | $ | 148,572 | $ | 140,679 | 94.7 | % | |||||||||||||||
| Financial services | 13,072 | 15,369 | (2,297) | (14.9) | % | ||||||||||||||||||
| $ | 302,323 | $ | 163,941 | $ | 138,382 | 84.4 | % | ||||||||||||||||
| Gross profit as % of Net revenue | |||||||||||||||||||||||
| Consolidated | 25.9 | % | 23.8 | % | N/A | 2.1 | % | ||||||||||||||||
| Factory-built housing | 25.5 | % | 22.7 | % | N/A | 2.8 | % | ||||||||||||||||
| Financial services | 39.0 | % | 43.2 | % | N/A | (4.2) | % | ||||||||||||||||
Factory-built housing Gross profit and the Gross profit percentage increased for the three and six months ended October 1, 2022 primarily due to higher average sales prices.
In Financial services, Gross profit increased for the three months ended October 1, 2022 primarily due to the higher volume of home loan sales. For the six months ended October 1, 2022, Financial services gross profit decreased primarily due to higher insurance claims from New Mexico and Arizona weather related events, and greater unrealized losses on marketable equity securities compared to the same period last year.
24
Selling, General and Administrative Expenses
| Three Months Ended | |||||||||||||||||||||||
| ($ in thousands) |
October 1,
2022 |
October 2,
2021 |
Change | ||||||||||||||||||||
| Factory-built housing | $ | 61,640 | $ | 40,347 | $ | 21,293 | 52.8 | % | |||||||||||||||
| Financial services | 5,254 | 5,025 | 229 | 4.6 | % | ||||||||||||||||||
| $ | 66,894 | $ | 45,372 | $ | 21,522 | 47.4 | % | ||||||||||||||||
| Selling, general and administrative expenses as % of Net revenue | 11.6 | % | 12.6 | % | N/A | (1.0) | % | ||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||
| ($ in thousands) |
October 1,
2022 |
October 2,
2021 |
Change | ||||||||||||||||||||
| Factory-built housing | $ | 122,563 | $ | 75,844 | $ | 46,719 | 61.6 | % | |||||||||||||||
| Financial services | 10,467 | 10,360 | 107 | 1.0 | % | ||||||||||||||||||
| $ | 133,030 | $ | 86,204 | $ | 46,826 | 54.3 | % | ||||||||||||||||
| Selling, general and administrative expenses as % of Net revenue | 11.4 | % | 12.5 | % | N/A | (1.1) | % | ||||||||||||||||
For the three and six months ended October 1, 2022, Selling, general and administrative expenses related to factory-built housing increased between periods primarily from the addition of Commodore, as well as higher salary and incentive compensation expense on improved earnings and higher legal and professional fees.
As a percentage of Net revenue, Selling, general and administrative expenses improved by 100 and 110 basis points for the three and six months ended October 1, 2022, respectively, from better utilization of fixed costs on higher sales.
25
Other Components of Net Income
| Three Months Ended | |||||||||||||||||||||||
| ($ in thousands) |
October 1,
2022 |
October 2,
2021 |
Change | ||||||||||||||||||||
| Interest expense | $ | 233 | $ | 203 | $ | 30 | 14.8 | % | |||||||||||||||
| Other income, net | 2,339 | 4,668 | (2,329) | (49.9) | % | ||||||||||||||||||
| Income tax (benefit) expense | 18,613 | 11,338 | 7,275 | 64.2 | % | ||||||||||||||||||
| Effective tax rate | 20.1 | % | 23.1 | % | N/A | (3.0) | % | ||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||
| ($ in thousands) |
October 1,
2022 |
October 2,
2021 |
Change | ||||||||||||||||||||
| Interest expense | $ | 394 | $ | 367 | $ | 27 | 7.4 | % | |||||||||||||||
| Other income, net | 3,222 | 7,129 | (3,907) | (54.8) | % | ||||||||||||||||||
| Income tax expense | 38,229 | 19,770 | 18,459 | 93.4 | % | ||||||||||||||||||
| Effective tax rate | 22.2 | % | 23.4 | % | N/A | (1.2) | % | ||||||||||||||||
Interest expense consists primarily of interest related to finance leases.
Other income, net primarily consists of realized and unrealized gains and losses on corporate investments, interest income related to commercial loan receivable balances, interest income earned on cash balances and gains and losses from the sale of property, plant and equipment. The decrease in Other income, net is primarily due to a $3.3 million gain recognized in the second quarter of last year on the remeasurement of the assets and liabilities of Craftsman upon acquisition of a controlling interest. Additionally, for the
six months ended October 1, 2022,
we recognized a $1.1 million unrealized loss on corporate marketable investments compared to a $1.7 million unrealized gain in the prior year. These items were partially offset by higher interest income earned on a larger cash balance held in high yield money market funds.
The effective tax rate for the current year periods benefited from $2.7 million of estimated non-recurring net tax credits related to the sale of energy efficient homes, available under the Internal Revenue Code §45L. This program expired on December 31, 2021 and was recently renewed as part of the Inflation Reduction Act legislation through December 31, 2022.
Liquidity and Capital Resources
We believe that cash and cash equivalents at October 1, 2022, 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 are in excess of federally insured limits. 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. Because of our sufficient liquid resources, we have not historically sought external sources of liquidity, with the exception of certain credit facilities for our home-only lending programs. 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.
26
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 legal 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.
The following is a summary of the Company's cash flows for the six months ended October 1, 2022 and October 2, 2021, respectively:
| Six Months Ended | |||||||||||||||||
| (in thousands) |
October 1,
2022 |
October 2,
2021 |
$ Change | ||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of the fiscal year | $ | 259,334 | $ | 339,307 | $ | (79,973) | |||||||||||
| Net cash provided by operating activities | 162,942 | 80,087 | 82,855 | ||||||||||||||
| Net cash used in investing activities | (34,933) | (156,045) | 121,112 | ||||||||||||||
| Net cash used in financing activities | (39,224) | (18,873) | (20,351) | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 348,119 | $ | 244,476 | $ | 103,643 | |||||||||||
Net cash provided by operating activities increased primarily from higher net income adjusted for non-cash items. This increase was partially offset by increased lending in our Financial Services segment, as well as under our commercial loan programs. Consumer loan originations increased $11.8 million to $97.2 million for the six months ended October 1, 2022 from $85.4 million for the six months ended October 2, 2021.
Net cash used in 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. Cash used in the current period reflects the purchase of plant facilities in Hamlet, North Carolina. Cash used in the prior period reflects the purchase of Commodore and Craftsman.
Net cash used in financing activities for the current period was primarily for the repurchase of common stock during the first quarter of fiscal 2023.
See Note 14 to the Consolidated Financial Statements
for a discussion
of our off-balance sheet commitments, which discussion is incorporated herein by reference.
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 six months ended October 1, 2022, 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 affect its more significant judgments and estimates used in the preparation of the Company's Consolidated Financial Statements.
Other Matters
Impact of Inflation.
At the end of the period, inflation was the highest in the U.S. in over 30 years. Our ability to maintain certain levels of gross margin can be adversely impacted by sudden increases in specific costs, such as the increases in materials and labor. In addition, measures used by the Federal Reserve to combat inflation, such as increases in interest rates, could also have an impact on the ability of home buyers to obtain affordable financing. We can give no assurance that inflation will not affect our future profitability and financial position.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the quantitative and qualitative disclosures about market risk previously disclosed in the Form 10-K.
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its President and Chief Executive Officer and its 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 October 1, 2022, 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 October 1, 2022 which has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See the information under the "Legal Matters" caption in Note
14
to the 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. There have been no repurchases made under this program.
Item 5. Other Information
There is no other information required to be disclosed under this item which was not previously disclosed.
Item 6. Exhibits
| Exhibit No. | Exhibit | ||||||||||
| (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) | ||||||||||
All other items required under Part II are omitted because they are not applicable.
(1) Filed herewith.
(2) Furnished herewith.
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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 | November 4, 2022 | |||||||||
| William C. Boor | (Principal Executive Officer) | ||||||||||
| /s/ Allison K. Aden | Executive Vice President, Chief Financial Officer & Treasurer | November 4, 2022 | |||||||||
| Allison K. Aden | (Principal Financial Officer) | ||||||||||
30
TABLE OF CONTENTS
Part 1. Financial InformationItem 1. Financial StatementsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits