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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to

Commission File Number: 000-08822
CAVCO INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware56-2405642
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3636 North Central Ave, Ste 1200
PhoenixArizona85012
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01CVCOThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No 
As of July 25, 2024, 8,253,272 shares of the registrant's Common Stock, $0.01 par value, were outstanding.



CAVCO INDUSTRIES, INC.
FORM 10-Q
June 29, 2024
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)
June 29,
2024
March 30,
2024
ASSETS(Unaudited)
Current assets
Cash and cash equivalents$359,296 $352,687 
Restricted cash, current19,056 15,481 
Accounts receivable, net85,051 77,123 
Short-term investments20,671 18,270 
Current portion of consumer loans receivable, net28,887 20,713 
Current portion of commercial loans receivable, net40,363 40,787 
Current portion of commercial loans receivable from affiliates, net1,784 2,529 
Inventories244,844 241,339 
Prepaid expenses and other current assets77,622 82,870 
Total current assets877,574 851,799 
Restricted cash585 585 
Investments14,916 17,316 
Consumer loans receivable, net22,151 23,354 
Commercial loans receivable, net50,918 45,660 
Commercial loans receivable from affiliates, net2,279 2,065 
Property, plant and equipment, net224,749 224,199 
Goodwill121,969 121,934 
Other intangibles, net27,829 28,221 
Operating lease right-of-use assets37,712 39,027 
Total assets$1,380,682 $1,354,160 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable$31,431 $33,531 
Accrued expenses and other current liabilities264,574 239,736 
Total current liabilities296,005 273,267 
Operating lease liabilities33,873 35,148 
Other liabilities7,666 7,759 
Deferred income taxes4,598 4,575 
Stockholders' equity
Preferred stock, $0.01 par value; 1,000,000 shares authorized; No shares issued or outstanding
  
Common stock, $0.01 par value; 40,000,000 shares authorized; Issued 9,401,057 and 9,389,953 shares, respectively; Outstanding 8,251,522 and 8,320,718 shares, respectively
94 94 
Treasury stock, at cost; 1,149,535 and 1,069,235 shares, respectively
(303,897)(274,693)
Additional paid-in capital281,062 281,216 
Retained earnings1,061,556 1,027,127 
Accumulated other comprehensive loss(275)(333)
Total stockholders' equity1,038,540 1,033,411 
Total liabilities and stockholders' equity$1,380,682 $1,354,160 
See accompanying Notes to Consolidated Financial Statements
1

CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended
June 29,
2024
July 1,
2023
Net revenue
$477,599 $475,875 
Cost of sales
374,197 357,996 
Gross profit
103,402 117,879 
Selling, general and administrative expenses
64,851 61,680 
Income from operations38,551 56,199 
Interest income5,511 4,618 
Interest expense(90)(266)
Other (expense) income, net(111)126 
Income before income taxes43,861 60,677 
Income tax expense(9,432)(14,266)
Net income
34,429 46,411 
Less: net income attributable to redeemable noncontrolling interest 54 
Net income attributable to Cavco common stockholders$34,429 $46,357 
Comprehensive income
Net income$34,429 $46,411 
Reclassification adjustment for securities sold 9 3 
Applicable income tax (expense)(2)(1)
Net change in unrealized position of investments held
65 (56)
Applicable income tax (expense) benefit(14)12 
Comprehensive income34,487 46,369 
Less: comprehensive income attributable to redeemable noncontrolling interest 54 
Comprehensive income attributable to Cavco common stockholders$34,487 $46,315 
Net income per share attributable to Cavco common stockholders
Basic
$4.15 $5.35 
Diluted
$4.11 $5.29 
Weighted average shares outstanding
Basic
8,286,476 8,670,434 
Diluted
8,372,254 8,758,080 

See accompanying Notes to Consolidated Financial Statements
2

CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three Months Ended
June 29,
2024
July 1,
2023
OPERATING ACTIVITIES
Net income$34,429 $46,411 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization4,761 4,566 
Provision for credit losses89 19 
Deferred income taxes7 (1,868)
Stock-based compensation expense2,195 1,438 
Non-cash interest income, net(286)(297)
Loss on sale or retirement of property, plant and equipment, net11 190 
Gain on investments and sale of loans, net(177)(3,165)
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable(7,977)3,692 
Consumer loans receivable originated(20,833)(36,737)
Proceeds from sales of consumer loans receivable1,582 42,363 
Principal payments received on consumer loans receivable12,922 1,819 
Inventories(3,505)9,110 
Prepaid expenses and other current assets5,648 15,151 
Commercial loans receivable originated(26,750)(28,726)
Principal payments received on commercial loans receivable22,356 25,216 
Accounts payable, accrued expenses and other liabilities22,921 3,111 
Net cash provided by operating activities47,393 82,293 
INVESTING ACTIVITIES
Purchases of property, plant and equipment(4,975)(4,183)
Proceeds from sale of property, plant and equipment10 4,434 
Purchases of investments(4,547)(1,710)
Proceeds from sale of investments4,163 3,545 
Net cash (used in) provided by investing activities(5,349)2,086 
FINANCING ACTIVITIES
Payments for taxes on stock option exercises and releases of equity awards(2,349)(1,363)
Proceeds from exercise of stock options 150 
Payments on finance leases and other secured financings(51)(157)
Payments for common stock repurchases(29,463) 
Distributions to noncontrolling interest (120)
Net cash used in financing activities(31,863)(1,490)
Net increase in cash, cash equivalents and restricted cash10,181 82,889 
Cash, cash equivalents and restricted cash at beginning of the fiscal year368,753 283,490 
Cash, cash equivalents and restricted cash at end of the period$378,937 $366,379 
Supplemental disclosures of cash flow information
Cash paid for income taxes$4,720 $8,123 
Cash paid for interest$22 $185 
Supplemental disclosures of noncash activity
Change in GNMA loans eligible for repurchase$76 $(1,873)
Right-of-use assets recognized and operating lease obligations incurred$1,315 $687 
See accompanying Notes to Consolidated Financial Statements
3

CAVCO INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
The accompanying unaudited Consolidated Financial Statements of Cavco Industries, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company" or "Cavco") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for Quarterly Reports on Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations. In addition, references throughout to numbered "Notes" refer to these Notes to Consolidated Financial Statements (Unaudited), unless otherwise stated.
In the opinion of management, these financial statements include all adjustments, including normal recurring adjustments, which are necessary to fairly state the interim results for the periods presented. We have evaluated subsequent events after the balance sheet date through the date of the filing of this report with the SEC, and there were no disclosable subsequent events. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K for the year ended March 30, 2024, filed with the SEC ("Form 10-K").
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the Consolidated Financial Statements. The Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows for the interim periods are not necessarily indicative of the results or cash flows for the full year. The Company operates on a 52-53 week fiscal year ending on the Saturday nearest to March 31st of each year. Each fiscal quarter consists of 13 weeks, with an occasional fourth quarter extending to 14 weeks, if necessary, for the fiscal year to end on the Saturday nearest to March 31st. The current fiscal year will end on March 29, 2025 and will include 52 weeks.
For a description of significant accounting policies we used in the preparation of our Consolidated Financial Statements, please refer to Note 1 of the Notes to Consolidated Financial Statements included in the Form 10-K.
2. Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB"). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's Consolidated Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, which requires greater disaggregation of income tax disclosures. The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is currently evaluating the impacts of this guidance on the Company’s Consolidated Financial Statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires companies to enhance the disclosures about segment expenses. The new standard requires the disclosure of the Company’s Chief Operating Decision Maker ("CODM"), expanded incremental line-item disclosures of significant segment expenses used by the CODM for decision-making, and the inclusion of previous annual only segment disclosure requirements on a quarterly basis. This ASU should be applied retrospectively for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impacts of this guidance on the Company’s Consolidated Financial Statements.
4

3. Revenue from Contracts with Customers
The following table summarizes Net revenue disaggregated by reportable segment and source (in thousands):
Three Months Ended
 June 29,
2024
July 1,
2023
Factory-built housing
     Home sales$436,429 $439,744 
     Delivery, setup and other revenues21,619 17,365 
458,048 457,109 
Financial services
     Insurance agency commissions received from third-party insurance companies
1,406 899 
     All other sources18,145 17,867 
19,551 18,766 
$477,599 $475,875 
4. Investments
Investments consisted of the following (in thousands):
June 29,
2024
March 30,
2024
Available-for-sale debt securities$20,025 $18,669 
Marketable equity securities
10,628 11,961 
Non-marketable equity investments
4,934 4,956 
35,587 35,586 
Less short-term investments(20,671)(18,270)
$14,916 $17,316 
Investments in marketable equity securities consist of investments in the common stock of industrial and other companies.
Our non-marketable equity investments include investments in other retail distribution operations and community-based initiatives.
The amortized cost and fair value of our investments in available-for-sale debt securities, by security type are shown in the table below (in thousands):
June 29, 2024March 30, 2024
Amortized
Cost
Fair
Value
Amortized CostFair
Value
Residential mortgage-backed securities
$4,849 $4,782 $2,933 $2,865 
State and political subdivision debt securities
5,103 5,015 5,041 4,930 
Corporate debt securities
10,423 10,228 11,117 10,874 
$20,375 $20,025 $19,091 $18,669 
5

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 may differ from contractual maturities as borrowers at times have the right to call or prepay obligations, with or without penalties.
June 29, 2024
Amortized
Cost
Fair
Value
Due in less than one year$7,880 $7,778 
Due after one year through five years7,421 7,240 
Due after five years through ten years225 225 
Due after ten years  
Mortgage-backed securities4,849 4,782 
$20,375 $20,025 
Net investment gains and losses on marketable equity securities were as follows (in thousands):
Three Months Ended
June 29,
2024
July 1,
2023
Marketable equity securities
Net (loss) gain recognized during the period$(454)$460 
Less: Net (gain) recognized on securities sold during the period(552)(20)
Unrealized (loss) gain recognized during the period on securities still held$(1,006)$440 
5. Inventories
Inventories consisted of the following (in thousands):
June 29,
2024
March 30,
2024
Raw materials$75,589 $78,241 
Work in process30,089 27,977 
Finished goods139,166 135,121 
$244,844 $241,339 
6

6. Consumer Loans Receivable
The following table summarizes consumer loans receivable (in thousands):
June 29,
2024
March 30,
2024
Loans held for investment, previously securitized$15,989 $16,968 
Loans held for investment12,612 12,826 
Loans held for sale22,432 15,140 
Construction advances1,615 722 
52,648 45,656 
Deferred financing fees and other, net(594)(523)
Allowance for loan losses(1,016)(1,066)
51,038 44,067 
Less current portion(28,887)(20,713)
$22,151 $23,354 
The consumer loans held for investment had the following characteristics:
June 29,
2024
March 30,
2024
Weighted average contractual interest rate8.1 %8.1 %
Weighted average effective interest rate8.9 %10.4 %
Weighted average months to maturity208196
The following table is a consolidated summary of the delinquency status of the outstanding principal balance of consumer loans receivable (in thousands):
June 29,
2024
March 30,
2024
Current$50,756 $43,810 
31 to 60 days547 1,063 
61 to 90 days446 131 
91+ days899 652 
$52,648 $45,656 
7

The following table disaggregates the outstanding principal balance of consumer loans receivable by credit quality indicator and fiscal year of origination (in thousands):
June 29, 2024
20252024202320222021PriorTotal
Prime- FICO score 680 and greater
$10,791 $9,707 $327 $95 $879 $15,566 $37,365 
Near Prime- FICO score 620-679
1,128 2,144   1,044 9,269 13,585 
Sub-Prime- FICO score less than 620
    18 718 736 
No FICO score
212 446    304 962 
$12,131 $12,297 $327 $95 $1,941 $25,857 $52,648 
March 30, 2024
20242023202220212020PriorTotal
Prime- FICO score 680 and greater
$14,107 $328 $96 $885 $1,808 $14,425 $31,649 
Near Prime- FICO score 620-679
1,633   1,202 942 8,684 12,461 
Sub-Prime- FICO score less than 620
   18 49 723 790 
No FICO score
447     309 756 
$16,187 $328 $96 $2,105 $2,799 $24,141 $45,656 
As of June 29, 2024, 49% of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas. As of March 30, 2024, 46% of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas and 10% was concentrated in Florida. Other than Texas and Florida, no state had concentrations in excess of 10% of the outstanding principal balance of the consumer loans receivable as of June 29, 2024 or March 30, 2024.

7. Commercial Loans Receivable
The commercial loans receivable balance consists of direct financing arrangements for the home product needs of our independent distributors, community owners and developers.
Commercial loans receivable, net consisted of the following (in thousands):
June 29,
2024
March 30,
2024
Loans receivable$96,366 $91,938 
Allowance for loan losses (884)(781)
Deferred financing fees, net(138)(116)
95,344 91,041 
Less current portion of commercial loans receivable (including from affiliates), net(42,147)(43,316)
$53,197 $47,725 
8

The commercial loans receivable balance had the following characteristics:
June 29,
2024
March 30,
2024
Weighted average contractual interest rate7.0 %7.4 %
Weighted average months outstanding1212
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 June 29, 2024 and March 30, 2024, there were no commercial loans considered nonperforming. The following table disaggregates the outstanding principal balance of our commercial loans receivable by fiscal year of origination (in thousands):
June 29, 2024
20252024202320222021Total
Performing
$69,499 $19,089 $3,761 $1,925 $2,092 $96,366 
March 30, 2024
20242023202220212020Total
Performing
$57,691 $25,066 $4,823 $2,144 $2,214 $91,938 
As of June 29, 2024 and March 30, 2024, there were no commercial loans 90 days or more past due that were still accruing interest, and we were not aware of any potential problem loans that would have a material effect on the commercial loans receivable balance.
As of June 29, 2024, we had concentrations of our outstanding principal balance of the commercial loans receivable balance in New York of 19% and California of 14%. As of March 30, 2024, 18% of our outstanding principal balance of the commercial loans receivable balance was in New York. No other state had concentrations in excess of 10% of the outstanding principal balance of the commercial loans receivable as of June 29, 2024 or March 30, 2024.
As of June 29, 2024 and March 30, 2024, one independent third-party and its affiliates comprised 11% and 13%, respectively, of the net commercial loans receivable principal balance outstanding, all of which are secured.
9

8. Leases
We lease certain production and retail locations, office space and equipment. The following table provides information about the financial statement classification of our lease balances reported within the Consolidated Balance Sheets as of June 29, 2024 and March 30, 2024 (in thousands):
ClassificationJune 29,
2024
March 30,
2024
ROU assets
Operating lease assetsOperating lease right-of-use ("ROU") assets$37,712 $39,027 
Finance lease assets
Property, plant and equipment, net (1)
5,869 5,913 
Total lease assets$43,581 $44,940 
Lease Liabilities
Current:
   Operating lease liabilitiesAccrued expenses and other current liabilities$5,466 $5,303 
   Finance lease liabilitiesAccrued expenses and other current liabilities81 80 
Non-current:
   Operating lease liabilitiesOperating lease liabilities33,873 35,148 
   Finance lease liabilitiesOther liabilities6,066 6,086 
Total lease liabilities$45,486 $46,617 
(1) Recorded net of accumulated amortization of $0.5 million and $0.4 million as of June 29, 2024 and March 30, 2024, respectively.



9. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
June 29,
2024
March 30,
2024
Salaries, wages and benefits$40,823 $38,125 
Customer deposits44,994 40,856 
Unearned insurance premiums35,914 33,449 
Estimated warranties31,815 31,718 
Accrued volume rebates24,671 21,167 
Insurance loss reserves18,927 10,540 
Accrued self-insurance14,692 14,124 
Other52,738 49,757 
$264,574 $239,736 
10

10. Warranties
Activity in the liability for estimated warranties was as follows (in thousands):
Three Months Ended
June 29,
2024
July 1,
2023
Balance at beginning of period$31,718 $31,368 
Charged to costs and expenses12,091 13,409 
Payments and deductions(11,994)(12,376)
Balance at end of period$31,815 $32,401 
11. Other Liabilities
The following table summarizes secured financings and other obligations (in thousands):
June 29,
2024
March 30,
2024
Finance lease liabilities$6,147 $6,166 
Other secured financing1,849 1,916 
7,996 8,082 
Less current portion included in Accrued expenses and other current liabilities(330)(323)
$7,666 $7,759 
12. Debt
We are party to a Credit Agreement (the "Credit Agreement") that matures in November 2027 with Bank of America, N.A., providing for a $50 million revolving credit facility (the "Revolving Credit Facility"), which may be increased up to an aggregate amount of $100 million.
As of June 29, 2024 and March 30, 2024, there were no borrowings outstanding under the Revolving Credit Facility and we were in compliance with all covenants.
13. Reinsurance and Insurance Loss Reserves
Certain of Standard Casualty Company's ("Standard Casualty") 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
June 29, 2024July 1, 2023
WrittenEarnedWrittenEarned
Direct premiums
$13,503 $12,302 $10,379 $8,676 
Assumed premiums—nonaffiliated
11,735 9,504 9,800 8,570 
Ceded premiums—nonaffiliated
(8,185)(8,185)(6,127)(6,127)

$17,053 $13,621 $14,052 $11,119 
11

Typical insurance policies written or assumed have a maximum coverage of $0.4 million per claim, of which we cede $0.2 million of the risk of loss per reinsurance. Therefore, our risk of loss is limited to $0.2 million per claim on typical policies, subject to the reinsurers meeting their obligations. After this limit, amounts are recoverable through reinsurance for catastrophic losses in excess of $4.0 million per occurrence, up to a maximum of $110 million in the aggregate for that occurrence.
The following details the activity in the incurred but not reported ("IBNR") reserve for the three months ended June 29, 2024 and July 1, 2023 (in thousands):
Three Months Ended
June 29,
2024
July 1,
2023
Balance at beginning of period$10,540 $10,939 
Net incurred losses during the period17,963 11,077 
Net claim payments during the period(9,576)(9,015)
Balance at end of period$18,927 $13,001 
14. Commitments and Contingencies
Repurchase Contingencies. The maximum amount for which the Company was liable under the terms of repurchase agreements with financial institutions that provide inventory financing to independent distributors of our products approximated $121 million at June 29, 2024 and March 30, 2024, without reduction for the estimated resale value of the homes. During the first quarter of fiscal 2025 we did not receive any demand notices. In all cases, the estimated fair value exceeded the repurchase price so no loss reserve was deemed necessary. Our reserve for repurchase commitments, recorded in Accrued expenses and other current liabilities, was $3.0 million at June 29, 2024 and $2.9 million at March 30, 2024.
Construction-Period Mortgages. Loan contracts with off-balance sheet commitments are summarized below (in thousands):
June 29,
2024
March 30,
2024
Construction loan contract amount$3,252 $1,960 
Cumulative advances(1,615)(722)
$1,637 $1,238 
Representations and Warranties of Mortgages Sold. The reserve for contingent repurchases and indemnification obligations was $0.6 million as of June 29, 2024 and March 30, 2024, included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. There were no claim requests that resulted in the repurchase of any loans during the three months ended June 29, 2024 or July 1, 2023.
Interest Rate Lock Commitments ("IRLCs"). As of June 29, 2024 and July 1, 2023, we had outstanding IRLCs with a notional amount of $24.5 million and $31.1 million, respectively. For the three months ended June 29, 2024 and July 1, 2023, we recognized insignificant non-cash gains on outstanding IRLCs.
Forward Sales Commitments. As of June 29, 2024 and July 1, 2023, we had $4.7 million and $1.1 million in outstanding forward sales commitments ("Commitments"), respectively. During the three months ended June 29, 2024, we recognized insignificant non-cash losses. During the three months ended July 1, 2023, we recognized an insignificant non-cash gain.
12

Legal Matters. We are party to certain lawsuits in the ordinary course of business. Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on our consolidated financial position, liquidity or results of operations after taking into account any existing reserves, which reserves are included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. However, future events or circumstances that may currently be unknown to management will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our consolidated financial position, liquidity or results of operations in any future reporting periods.
15. Stockholders' Equity and Redeemable Noncontrolling Interest
The following tables represent changes in stockholders' equity attributable to Cavco's stockholders and redeemable noncontrolling interest during the three months ended June 29, 2024 and July 1, 2023, respectively (dollars in thousands):
Equity Attributable to Cavco Stockholders
Treasury stockAdditional paid-in capitalRetained earningsAccumulated other comprehensive income (loss)Total
Common Stock
SharesAmount
Balance, March 30, 20249,389,953 $94 $(274,693)$281,216 $1,027,127 $(333)$1,033,411 
Net income— — — — 34,429 — 34,429 
Other comprehensive income, net— — — — — 58 58 
Net issuance of common stock under stock incentive plans11,104 — — (2,348)— — (2,348)
Stock-based compensation— — — 2,194 — — 2,194 
Common stock repurchases(29,204)(29,204)
Balance, June 29, 20249,401,057 $94 $(303,897)$281,062 $1,061,556 $(275)$1,038,540 
Equity Attributable to Cavco Stockholders
Treasury stockAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossTotalRedeemable noncontrolling interest
Common Stock
SharesAmount
Balance, April 1, 20239,337,125 $93 $(164,452)$271,950 $869,310 $(615)$976,286 $1,219 
Net income— — — — 46,357 — 46,357 54 
Other comprehensive loss, net— — — — — (42)(42)— 
Net issuance of common stock under stock incentive plans10,095 — — (1,213)— — (1,213)— 
Stock-based compensation— — — 1,438 — — 1,438 — 
Distributions— — — — — — — (120)
Valuation adjustment— — — — — — — (33)
Balance, July 1, 20239,347,220 $93 $(164,452)$272,175 $915,667 $(657)$1,022,826 $1,120 
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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
June 29,
2024
July 1,
2023
Net income attributable to Cavco common stockholders$34,429 $46,357 
Weighted average shares outstanding
Basic8,286,476 8,670,434 
Effect of dilutive securities85,778 87,646 
Diluted8,372,254 8,758,080 
Net income per share attributable to Cavco common stockholders
Basic$4.15 $5.35 
Diluted$4.11 $5.29 
Anti-dilutive common stock equivalents excluded257 39 
17. Fair Value Measurements
The book value and estimated fair value of our financial instruments were as follows (in thousands):
June 29, 2024March 30, 2024
Book
Value
Estimated
Fair Value
Book
Value
Estimated
Fair Value
Available-for-sale debt securities
$20,025 $20,025 $18,669 $18,669 
Marketable equity securities
10,628 10,628 11,961 11,961 
Non-marketable equity investments
4,934 4,934 4,956 4,956 
Consumer loans receivable51,038 55,262 44,067 49,105 
Commercial loans receivable
95,344 80,631 91,041 80,764 
Other secured financing(1,849)(1,779)(1,916)(1,841)
See Note 20, Fair Value Measurements, and the Fair Value of Financial Instruments caption in Note 1, Summary of Significant Accounting Policies, in the Form 10-K for more information on the methodologies we use in determining fair value.
Mortgage Servicing. Mortgage Servicing Rights ("MSRs") are recorded at fair value in Prepaid expenses and other current assets on the Consolidated Balance Sheets.
June 29,
2024
March 30,
2024
Number of loans serviced with MSRs3,782 3,842 
Weighted average servicing fee (basis points)34.78 34.79 
Capitalized servicing multiple193.0 %188.59 %
Capitalized servicing rate (basis points)67.13 65.61 
Serviced portfolio with MSRs (in thousands)$473,607 $482,898 
MSRs (in thousands)$3,179 $3,168 
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18. 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
June 29,
2024
July 1,
2023
Net revenue:
Factory-built housing$458,048 $457,109 
Financial services19,551 18,766 
$477,599 $475,875 
Income before income taxes:
Factory-built housing$49,100 $61,825 
Financial services(5,239)(1,148)
$43,861 $60,677 
 June 29,
2024
March 30,
2024
Total assets:
Factory-built housing
$1,160,480 $1,141,237 
Financial services
220,202 212,923 
$1,380,682 $1,354,160 
15

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Statements in this Report on Form 10-Q (the "Report") include "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often characterized by the use of words such as "believes," "estimates," "expects," "projects," "may," "will," "intends," "plans," or "anticipates," or by discussions of strategy, plans or intentions. Forward-looking statements include, for example, discussions regarding the manufactured housing and site-built housing industries; discussions regarding our efforts and the efforts of other industry participants to develop the home-only loan secondary market; our financial performance and operating results; our strategy; our liquidity and financial resources; our outlook with respect to Cavco Industries, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company" or "Cavco") and the manufactured housing business in general; the expected effect of certain risks and uncertainties on our business, financial condition and results of operations; economic conditions, including concerns of a possible recession, and consumer confidence; trends in interest rates and inflation; potential acquisitions, strategic investments and other expansions; the sufficiency of our liquidity; that we may seek alternative sources of financing in the future; operational and legal risks; how we may be affected by any pandemic or outbreak; geopolitical conditions; the cost and availability of labor and raw materials; governmental regulations and legal proceedings; the availability of favorable consumer and wholesale manufactured home financing; and the ultimate outcome of our commitments and contingencies. Forward-looking statements contained in this Report speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document. We do not intend to publicly update or revise any forward-looking statement contained in this Report or in any document incorporated herein by reference to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law.
Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, many of which are beyond our control. To the extent that our assumptions and expectations differ from actual results, our ability to meet such forward-looking statements may be significantly hindered. Factors that could affect our results and cause them to materially differ from those contained in the forward-looking statements include, without limitation, those discussed under Risk Factors in Part I, Item 1A of our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "Form 10-K").
Introduction
The following should be read in conjunction with the Company's unaudited Consolidated Financial Statements and the related Notes that appear in Part I, Item 1 of this Report. References to "Note" or "Notes" pertain to the Notes to our unaudited Consolidated Financial Statements.
Company Overview
Headquartered in Phoenix, Arizona, we design and produce factory-built homes primarily distributed through a network of independent and Company-owned retailers, planned community operators and residential developers. We are one of the largest producers of manufactured homes in the United States, based on reported wholesale shipments. Our products are marketed under a variety of brand names including Cavco, Fleetwood, Palm Harbor, Nationwide, Fairmont, Friendship, Chariot Eagle, Destiny, Commodore, Colony, Pennwest, R-Anell, Manorwood, MidCountry and Solitaire. We are also a leading producer of park model RVs, vacation cabins and factory-built commercial structures. Our finance subsidiary, CountryPlace Acceptance Corp. ("CountryPlace"), is an approved Federal National Mortgage Association and Federal Home Loan Mortgage Corporation seller/servicer, and a Government National Mortgage Association ("GNMA") mortgage-backed securities issuer that offers conforming mortgages, non-conforming mortgages and home-only loans to purchasers of factory-built homes. Our insurance subsidiary, Standard Casualty, provides property and casualty insurance primarily to owners of manufactured homes.
16

We operate a total of 31 homebuilding production lines with domestic locations in Millersburg and Woodburn, Oregon; Riverside, California; Nampa, Idaho; Phoenix, Glendale and Goodyear, Arizona; Deming, New Mexico; Duncan, Oklahoma; Austin, Fort Worth, Seguin and Waco, Texas; Montevideo, Minnesota; Dorchester, Wisconsin; Nappanee and Goshen, Indiana; Lafayette, Tennessee; Douglas and Moultrie, Georgia; Shippenville (two lines) and Emlenton, Pennsylvania; Martinsville and Rocky Mount, Virginia; Crouse and Hamlet, North Carolina; Ocala and Plant City, Florida; and two international lines in Ojinaga, Mexico. We distribute our homes through a large network of independent distribution points in 48 states and Canada and 79 Company-owned U.S. retail stores, of which 47 are located in Texas.
Company and Industry Outlook
According to data reported by the Manufactured Housing Institute, industry home shipments for the calendar year through May 2024 were 42,650, an increase of 19.4% compared to 35,714 shipments in the same calendar period last year. Higher interest rates and continued inflationary pressures have tempered industry demand. However, the manufactured housing industry offers solutions to the housing crisis with lower average price per square foot than a site-built home and the comparatively lower cost associated with manufactured home ownership, which remains competitive with rental housing.
The two largest manufactured housing consumer demographics, young adults and those who are age 55 and older, are both growing. "First-time" and "move-up" buyers of affordable homes are historically among the largest segments of new manufactured home purchasers. Included in this group are lower-income households that are particularly affected by periods of low employment rates and underemployment. Consumer confidence is especially important among manufactured home buyers interested in our products for seasonal or retirement living.
We employ a concerted effort to identify niche market opportunities where our diverse product lines and 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, including higher utilization of renewable materials and provide lower utility costs. We also build homes designed to use alternative energy sources, such as solar.
We maintain a conservative cost structure in an effort to build added value into our homes and we work diligently to maintain a solid financial position. Our balance sheet strength, including the position in cash and cash equivalents, helps avoid liquidity problems and enables us to act effectively as market opportunities or challenges present themselves.
We continue to make certain commercial loan programs available to members of our wholesale distribution chain. Under direct commercial loan arrangements, we provide funds for financed home purchases by distributors, community operators and residential developers (see Note 7, Commercial Loans Receivable to the unaudited Consolidated Financial Statements). Our involvement in commercial lending helps to increase the availability of manufactured home financing to distributors, community operators and residential developers and provides additional opportunities for product exposure to potential home buyers. While these initiatives support our ongoing efforts to expand product distribution, they also expose us to risks associated with the creditworthiness of this customer base and our inventory financing partners.
The lack of an efficient secondary market for manufactured home-only loans and the limited number of institutions providing such loans results in higher borrowing costs for home-only loans and continues to constrain industry growth. We work independently and with other industry participants to develop secondary market opportunities for manufactured home-only loan and non-conforming mortgage portfolios and expand lending availability in the industry. We also develop and invest in home-only lending programs to grow sales of homes through traditional distribution points. We believe that growing our investment and participation in home-only lending may provide additional sales growth opportunities for our factory-built housing operations and reduce our customers' dependence on independent lenders for this source of financing.
17

Key housing building materials include wood, wood products, steel, gypsum wallboard, windows, doors fiberglass insulation, carpet, vinyl, fasteners, plumbing materials, aluminum, appliances and electrical items. Fluctuations in the cost of materials and labor may affect gross margins from home sales to the extent that costs cannot be efficiently matched to the home sales price. Pricing and availability of certain raw materials have been volatile due to a number of factors in the current environment. We continue to monitor and react to inflation in the cost of these materials by maintaining a focus on our product pricing in response to higher materials costs, but such product pricing increases may lag behind the escalation of such costs. From time to time and to varying degrees, we may experience shortages in the availability of materials and/or labor in the markets served. Availability of these inputs has not caused significant production halts in the current period, but we have experienced periodic shutdowns in other periods and shortages of primary building materials have caused production inefficiencies as we have needed to change processes in response to the delay in materials. These shortages may also result in extended order backlogs, delays in the delivery of homes and reduced gross margins from home sales.
Our backlog at June 29, 2024 was $232 million compared to $191 million at March 30, 2024, an increase of $41 million and up $55 million compared to $177 million at July 1, 2023.
While it is difficult to predict the future of housing demand, employee availability, supply chain and Company performance and operations, maintaining an appropriately sized and well-trained workforce is key to meeting demand. We continually review the wage rates of our production employees and have established other monetary incentive and benefit programs, with a goal of providing competitive compensation. We are also working to more extensively use web-based recruiting tools, update our recruitment brochures and improve the appearance and appeal of our manufacturing facilities to improve the recruitment and retention of qualified production employees and reduce annualized turnover rates.
Results of Operations
Net Revenue
Three Months Ended
($ in thousands, except revenue per home sold)June 29,
2024
July 1,
2023
Change
Factory-built housing$458,048 $457,109 $939 0.2 %
Financial services19,551 18,766 785 4.2 %
$477,599 $475,875 $1,724 0.4 %
Factory-built homes sold
by Company-owned retail sales centers1,013 959 545.6 %
to independent retailers, builders, communities and developers3,708 3,623 85 2.3 %
4,721 4,582 139 3.0 %
Net factory-built housing revenue per home sold$97,024 $99,762 $(2,738)(2.7)%

Factory-built housing Net revenue increased for the three months ended June 29, 2024 due to higher home sales volume, partially offset by lower home selling prices. The decrease in lower selling prices was attributed to both our wholesale and retail channels, but whereas wholesale was small and generally showed relative stability. The other component of lower product pricing is related to the product mix, where we saw a significant shift toward single section homes.
18

Net factory-built housing revenue per home sold is a volatile metric dependent upon several factors. A primary factor is the price disparity between sales of homes to independent distributors, builders, communities and developers and sales of homes to consumers by Company-owned retail stores. Wholesale sales prices are primarily comprised of the home and the cost to ship the home from a homebuilding facility to the home-site. Retail home prices include these items and retail markup, as well as items that are largely subject to home buyer discretion, including, but not limited to, installation, utility connections, site improvements, landscaping and additional services. Our homes are constructed in one or more floor sections ("modules") which are then installed on the customer's site. Changes in the number of modules per home, the selection of different home types/models and optional home upgrades create changes in product mix, also causing fluctuations in this metric.
For the three months ended June 29, 2024, Financial services Net revenue increased primarily due to more insurance policies in force, partially offset by reduced revenue from loan sales.
Gross Profit
Three Months Ended
($ in thousands)June 29,
2024
July 1,
2023
Change
Factory-built housing$103,510 $113,368 $(9,858)(8.7)%
Financial services(108)4,511 (4,619)(102.4)%
$103,402 $117,879 $(14,477)(12.3)%
Gross profit as % of Net revenue
Consolidated21.7 %24.8 %N/A(3.1)%
Factory-built housing22.6 %24.8 %N/A(2.2)%
Financial services(0.6)%24.0 %N/A(24.6)%

Factory-built housing Gross profit in dollars and as a percentage decreased primarily due to lower average selling price, partially offset by lower input costs.
Financial services Gross profit in dollars and as a percentage for the three months decreased due to higher insurance claims from extreme weather related events in Texas and New Mexico.

Selling, General and Administrative Expenses
Three Months Ended
($ in thousands)June 29,
2024
July 1,
2023
Change
Factory-built housing$59,720 $56,021 $3,699 6.6 %
Financial services5,131 5,659 (528)(9.3)%
$64,851 $61,680 $3,171 5.1 %
Selling, general and administrative expenses as % of Net revenue13.6 %13.0 %N/A0.6 %
Factory-built housing Selling, general and administrative expenses increased primarily as a result of increases in compensation including acquired retail locations, partially offset by reduced incentive compensation from lower earnings.
Financial services Selling, general and administrative expenses decreased for the three months primarily due to lower compensation cost.
19

Other Components of Net Income
Three Months Ended
($ in thousands)June 29,
2024
July 1,
2023
Change
Interest income$5,511 $4,618 $893 19.3 %
Interest expense(90)(266)(176)(66.2)%
Other (expense) income, net(111)126 N/MN/M
Income tax expense(9,432)(14,266)(4,834)(33.9)%
Effective tax rate21.5 %23.5 %N/A(2.0)%
Interest income consists primarily of interest earned on cash balances held in money market accounts, and interest earned on commercial floorplan lending. Interest expense consists primarily of interest related to finance leases.
Other (expense) income, net primarily consists of realized and unrealized gains and losses on corporate investments and gains and losses from the sale of property, plant and equipment.
Income tax expense decreased for the three months primarily due to lower profit before tax and a lower effective tax rate due to an increase in energy star tax credits.
Liquidity and Capital Resources
We believe that cash and cash equivalents at June 29, 2024, together with cash flow from operations, will be sufficient to fund our operations, cover our obligations and provide for growth for the next 12 months and into the foreseeable future. We maintain cash in U.S. Treasury and other money market funds, some of which is in excess of federally insured limits, but we have not experienced any losses with regards to such excesses. We expect to continue to evaluate potential acquisitions of, or strategic investments in, businesses that are complementary to the Company, as well as other expansion opportunities. Such transactions may require the use of cash and have other impacts on our liquidity and capital resources. We believe we have sufficient liquid resources including our $50 million Revolving Credit Facility, which may be increased from time to time through an additional $50 million of term loan tranches and no amounts were outstanding at June 29, 2024. Depending on our operating results and strategic opportunities, we may choose to seek additional or alternative sources of financing in the future. There can be no assurance that such financing would be available on satisfactory terms, if at all. If this financing were not available, it could be necessary for us to reevaluate our long-term operating plans to make more efficient use of our existing capital resources at such time. The exact nature of any changes to our plans that would be considered depends on various factors, such as conditions in the factory-built housing industry and general economic conditions outside of our control.
State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, the assets owned by our insurance subsidiary are generally not available to satisfy the claims of Cavco or its other subsidiaries. We believe that stockholders' equity at the insurance subsidiary remains sufficient and do not believe that the ability to pay ordinary dividends to Cavco at anticipated levels will be restricted per state regulations.
20

The following is a summary of the Company's cash flows for the three months ended June 29, 2024 and July 1, 2023, respectively:
Three Months Ended
(in thousands)June 29,
2024
July 1,
2023
$ Change
Cash, cash equivalents and restricted cash at beginning of the fiscal year$368,753 $283,490 $85,263 
Net cash provided by operating activities47,393 82,293 (34,900)
Net cash (used in) provided by investing activities(5,349)2,086 (7,435)
Net cash used in financing activities(31,863)(1,490)(30,373)
Cash, cash equivalents and restricted cash at end of the period$378,937 $366,379 $12,558 
Net cash provided by operating activities decreased primarily from lower Net income and lower principal payments received on commercial loans, partially offset by fewer consumer loans being generated in the period.
Consumer loan originations decreased $15.9 million to $20.8 million for the three months ended June 29, 2024 from $36.7 million for the three months ended July 1, 2023, and proceeds from sales of consumer loans decreased $40.8 million to $1.6 million for the three months ended June 29, 2024 from $42.4 million for the three months ended July 1, 2023.
Commercial loan originations decreased $1.9 million to $26.8 million for the three months ended June 29, 2024 from $28.7 million for the three months ended July 1, 2023. Proceeds from the collection on commercial loans provided $22.4 million this year, compared to $25.2 million in the prior year, a net increase of $2.8 million.
Net cash for investing activities consists of buying and selling debt and marketable equity securities in our Financial Services segment; purchases of property, plant and equipment; and funding strategic growth acquisitions in our Factory-built Housing segment. Cash provided in the prior year period reflects the proceeds from the sale of property, plant and equipment and cash used in the current year was primarily used for acquisitions of property, plant and equipment.
Net cash used in financing activities in the three months ended June 29, 2024 was primarily for the repurchase of common stock.
Obligations and Commitments. There were no material changes to the obligations and commitments as set forth in the Form 10-K.
Critical Accounting Estimates
There have been no significant changes to our critical accounting estimates during the three months ended June 29, 2024, as compared to those disclosed in Part II, Item 7 of the Form 10-K, under the heading "Critical Accounting Estimates," which provides a discussion of the critical accounting estimates that management believes are critical to the Company's operating results or may affect significant judgments and estimates used in the preparation of the Company's Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the quantitative and qualitative disclosures about market risk previously disclosed in the Form 10-K.
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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 June 29, 2024, 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 June 29, 2024 that 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 16, Commitments and Contingencies to the unaudited Consolidated Financial Statements, which is incorporated herein by reference.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors, in the Form 10-K, which could materially affect our business, financial condition or future results. The risks described in this Report and in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
As announced on August 3, 2023, the Company's Board of Directors approved an additional $100 million stock repurchase program with the same terms and conditions as previous plans. Additionally, on February 1, 2024, the Company announced that the Company's Board of Directors approved another $100 million stock repurchase program with the same terms and conditions as the previous plan. The repurchase program is funded using our available cash. The repurchases may be made in the open market or in privately negotiated transactions in compliance with applicable state and federal securities laws and other legal requirements. There is no expiration date and the level of repurchase activity is subject to market conditions and other investment opportunities. The repurchase program does not obligate us to acquire any particular amount of common stock and may be suspended or discontinued at any time. The following table sets forth repurchases of our common stock during the first quarter of fiscal year 2025:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced PlansApproximate Dollar Value of Shares That May Yet Be Purchased Under the Plans
(in thousands)
March 31, 2024 to
      May 4, 2024
29,650 $369.18 29,650 $115,491 
May 5, 2024 to
      June 1, 2024
24,450 360.69 24,450 106,673 
June 2, 2024 to
      June 29, 2024
26,200 351.62 26,200 97,461 
80,300 80,300 
The payment of dividends to Company stockholders is subject to the discretion of the Board of Directors, and various factors may prevent us from paying dividends. Such factors include Company cash requirements, covenants of our Credit Agreement and liquidity or other requirements of state, corporate and other laws.
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Item 5. Other Information
Amendment to Compensatory Arrangement of Principal Executive Officer
On July 29 and 30, 2024, at regularly scheduled meetings of the Board and Compensation Committee of the Board, the Compensation Committee recommended and the Board approved a modification to the compensatory arrangement between the Company and Bill Boor, Chief Executive Officer. The Board approved (i) an increased annual base salary of $1,100,000, effective as of July 30, 2024, (ii) an increased annual target short-term incentive bonus equal to 135% of Mr. Boor's annual base salary, capped at 200% of target to be measured and paid in May 2025; and (iii) an increase in annual long-term incentive compensation consisting of equity grants totaling $4,500,000. The long-term incentive compensation component is based on 40% time-based restricted stock units ("RSUs") and 60% performance-based restricted stock units ("PRSUs"). For the current fiscal year, Mr. Boor received additional equity grants with grant dates of July 30, 2024, issued pursuant to the Company’s 2023 Omnibus Equity Incentive Plan, of (a) 900 RSUs, and (b) a target of 1300 PRSUs. The RSUs will vest over three (3) years, with one-third of the total number of shares vesting annually on each of the first, second, and third anniversary of the grant date. The PRSUs will vest at the end of the performance period ending in fiscal year 2027.
Rule 10b5-1 Trading Plans
No officers or directors adopted, modified, or terminated any 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K) during the three months ended June 29, 2024.
Item 6. Exhibits
Exhibit No.Exhibit
(1)
(1)
(2)
101.INSInline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase
101.DEFInline XBRL Taxonomy Extension Definition Linkbase
101.LABInline XBRL Taxonomy Extension Label Linkbase
101.PREInline XBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1) Filed herewith.
(2) Furnished herewith.

All other items required under Part II are omitted because they are not applicable.
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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
SignatureTitleDate
/s/ William C. BoorDirector, President and Chief Executive OfficerAugust 2, 2024
William C. Boor(Principal Executive Officer)
/s/ Allison K. AdenExecutive Vice President, Chief Financial Officer and TreasurerAugust 2, 2024
Allison K. Aden(Principal Financial Officer)
25