UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July ~~2, 2022~~1, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-08822

CAVCO INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Delaware

56-2405642

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

3636 North Central Ave, Ste 1200

Phoenix

Arizona

85012

(Address of principal executive offices, including zip code)

(602) 256-6263

(Registrant's telephone number, including area code)

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
Common Stock, par value $0.01	CVCO	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July ~~29, 2022, 8,894,547~~28, 2023, 8,677,178 shares of the registrant's Common Stock, ~~$.01~~$0.01 par value, were outstanding.

CAVCO INDUSTRIES, INC.

FORM 10-Q

July ~~2, 2022~~1, 2023

TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of July ~~2, 2022~~1, 2023 (unaudited) and April ~~2, 2022~~1, 2023			1
Consolidated Statements of Comprehensive Income (unaudited) for the three months ended July ~~2, 2022~~1, 2023 and July ~~3, 2021~~2, 2022			2
Consolidated Statements of Cash Flows (unaudited) for the three months ended July ~~2, 2022~~1, 2023 and July ~~3, 2021~~2, 2022			3
Notes to Consolidated Financial Statements (unaudited)			4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3. Quantitative and Qualitative Disclosures About Market Risk			2523
Item 4. Controls and Procedures			2524
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			2625
Item 1A. Risk Factors			2625
Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds and Issue r Purchases of Equity Securities			2625
Item 3. Not applicable
Item 4. Not applicable
Item 5. Other Information			2625
Item 6. Exhibits			2726
SIGNATURES			2827

Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

CAVCO INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
ASSETS	ASSETS	(Unaudited)				ASSETS	(Unaudited)
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	238,072	$	244,150	Cash and cash equivalents	$	352,234	$	271,427
Restricted cash, current	Restricted cash, current	14,555		14,849		Restricted cash, current	13,560		11,728
Accounts receivable, net	Accounts receivable, net	108,128		96,052		Accounts receivable, net	84,877		89,347
Short-term investments	Short-term investments	15,864		20,086		Short-term investments	14,173		14,978
Current portion of consumer loans receivable, net	Current portion of consumer loans receivable, net	20,888		20,639		Current portion of consumer loans receivable, net	13,477		17,019
Current portion of commercial loans receivable, net	Current portion of commercial loans receivable, net	33,710		32,272		Current portion of commercial loans receivable, net	48,772		43,414
Current portion of commercial loans receivable from affiliates, net	Current portion of commercial loans receivable from affiliates, net	145		372		Current portion of commercial loans receivable from affiliates, net	1,491		640
Inventories	Inventories	254,722		243,971		Inventories	253,986		263,150
Prepaid expenses and other current assets	Prepaid expenses and other current assets	61,941		71,726		Prepaid expenses and other current assets	76,117		92,876
Total current assets	Total current assets	748,025		744,117		Total current assets	858,687		804,579
Restricted cash	Restricted cash	335		335		Restricted cash	585		335
Investments	Investments	36,815		34,933		Investments	17,967		18,639
Consumer loans receivable, net	Consumer loans receivable, net	28,699		29,245		Consumer loans receivable, net	25,891		27,129
Commercial loans receivable, net	Commercial loans receivable, net	36,811		33,708		Commercial loans receivable, net	51,612		53,890
Commercial loans receivable from affiliates, net	Commercial loans receivable from affiliates, net	1,652		2,214		Commercial loans receivable from affiliates, net	3,584		4,033
Property, plant and equipment, net	Property, plant and equipment, net	185,534		164,016		Property, plant and equipment, net	223,663		228,278
Goodwill	Goodwill	100,993		100,993		Goodwill	115,498		114,547
Other intangibles, net	Other intangibles, net	27,951		28,459		Other intangibles, net	29,398		29,790
Operating lease right-of-use assets	Operating lease right-of-use assets	16,985		16,952		Operating lease right-of-use assets	26,162		26,755
Total assets	Total assets	$	1,183,800	$	1,154,972	Total assets	$	1,353,047	$	1,307,975
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS' EQUITY
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY						LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	44,897	$	43,082	Accounts payable	$	28,634	$	30,730
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	259,778		251,088		Accrued expenses and other current liabilities	264,742		262,661
Total current liabilities	Total current liabilities	304,675		294,170		Total current liabilities	293,376		293,391
Operating lease liabilities	Operating lease liabilities	13,135		13,158		Operating lease liabilities	22,114		21,678
Other liabilities	Other liabilities	10,695		10,836		Other liabilities	7,909		7,820
Deferred income taxes	Deferred income taxes	3,056		5,528		Deferred income taxes	5,702		7,581
Redeemable noncontrolling interest	Redeemable noncontrolling interest	677		825		Redeemable noncontrolling interest	1,120		1,219
Stockholders' equity	Stockholders' equity					Stockholders' equity
Preferred stock, $0.01 par value; 1,000,000 shares authorized; No shares issued or outstanding	Preferred stock, $0.01 par value; 1,000,000 shares authorized; No shares issued or outstanding	—		—		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 9,298,235 and 9,292,278 shares, respectively		93		93
Treasury stock, at cost; 404,813 and 241,773 shares, respectively		(100,000)		(61,040)
Common stock, $0.01 par value; 40,000,000 shares authorized; Issued 9,347,220 and 9,337,125 shares, respectively						Common stock, $0.01 par value; 40,000,000 shares authorized; Issued 9,347,220 and 9,337,125 shares, respectively	93		93
Treasury stock, at cost; 671,801 shares						Treasury stock, at cost; 671,801 shares	(164,452)		(164,452)
Additional paid-in capital	Additional paid-in capital	263,626		263,049		Additional paid-in capital	272,175		271,950
Retained earnings	Retained earnings	688,358		628,756		Retained earnings	915,667		869,310
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(515)		(403)		Accumulated other comprehensive loss	(657)		(615)
Total stockholders' equity	Total stockholders' equity	851,562		830,455		Total stockholders' equity	1,022,826		976,286
Total liabilities, redeemable noncontrolling interest and stockholders' equity	Total liabilities, redeemable noncontrolling interest and stockholders' equity	$	1,183,800	$	1,154,972	Total liabilities, redeemable noncontrolling interest and stockholders' equity	$	1,353,047	$	1,307,975

See accompanying Notes to Consolidated Financial Statements

Table of Contents

CAVCO INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands, except per share amounts)

(Unaudited)


		Three Months Ended						Three Months Ended
			July 2, 2022		July 3, 2021				July 1, 2023		July 2, 2022
Net revenue	Net revenue		$	588,338	$	330,422	Net revenue		$	475,875	$	588,338
Cost of sales	Cost of sales		443,614		256,409		Cost of sales		357,996		443,614
Gross profit	Gross profit		144,724		74,013		Gross profit		117,879		144,724
Selling, general and administrative expenses	Selling, general and administrative expenses		66,136		40,832		Selling, general and administrative expenses		61,680		66,136
Income from operations	Income from operations		78,588		33,181		Income from operations		56,199		78,588
Interest income							Interest income		4,618		1,314
Interest expense	Interest expense		(161)		(164)		Interest expense		(266)		(161)
Other income, net			883		2,461
Other income (expense), net							Other income (expense), net		126		(431)
Income before income taxes	Income before income taxes		79,310		35,478		Income before income taxes		60,677		79,310
Income tax expense	Income tax expense		(19,616)		(8,432)		Income tax expense		(14,266)		(19,616)
Net income	Net income		59,694		27,046		Net income		46,411		59,694
Less: net income attributable to redeemable noncontrolling interest	Less: net income attributable to redeemable noncontrolling interest		92		—		Less: net income attributable to redeemable noncontrolling interest		54		92
Net income attributable to Cavco common stockholders	Net income attributable to Cavco common stockholders		$	59,602	$	27,046	Net income attributable to Cavco common stockholders		$	46,357	$	59,602

Comprehensive income	Comprehensive income						Comprehensive income
Net income	Net income		$	59,694	$	27,046	Net income		$	46,411	$	59,694
Reclassification adjustment for securities sold	Reclassification adjustment for securities sold		—		1		Reclassification adjustment for securities sold		3		—
Applicable income taxes	Applicable income taxes		—		—		Applicable income taxes		(1)		—
Net change in unrealized position of investments held	Net change in unrealized position of investments held		(142)		(18)		Net change in unrealized position of investments held		(56)		(142)
Applicable income taxes	Applicable income taxes		30		4		Applicable income taxes		12		30
Comprehensive income	Comprehensive income		59,582		27,033		Comprehensive income		46,369		59,582
Less: comprehensive income attributable to redeemable noncontrolling interest	Less: comprehensive income attributable to redeemable noncontrolling interest		92		—		Less: comprehensive income attributable to redeemable noncontrolling interest		54		92
Comprehensive income attributable to Cavco common stockholders	Comprehensive income attributable to Cavco common stockholders		$	59,490	$	27,033	Comprehensive income attributable to Cavco common stockholders		$	46,315	$	59,490

Net income per share attributable to Cavco common stockholders	Net income per share attributable to Cavco common stockholders						Net income per share attributable to Cavco common stockholders
Basic	Basic		$	6.68	$	2.94	Basic		$	5.35	$	6.68
Diluted	Diluted		$	6.63	$	2.92	Diluted		$	5.29	$	6.63
Weighted average shares outstanding	Weighted average shares outstanding						Weighted average shares outstanding
Basic	Basic		8,918,280		9,198,229		Basic		8,670,434		8,918,280
Diluted	Diluted		8,988,929		9,276,529		Diluted		8,758,080		8,988,929

See accompanying Notes to Consolidated Financial Statements

Table of Contents

CAVCO INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


		Three Months Ended					Three Months Ended
		July 2, 2022		July 3, 2021			July 1, 2023		July 2, 2022
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income	Net income	$	59,694	$	27,046	Net income	$	46,411	$	59,694
Adjustments to reconcile net income to net cash provided by operating activities	Adjustments to reconcile net income to net cash provided by operating activities					Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	Depreciation and amortization	3,946		1,576		Depreciation and amortization	4,566		3,946
Provision for credit losses	Provision for credit losses	(167)		(239)		Provision for credit losses	19		(167)
Deferred income taxes	Deferred income taxes	(2,442)		(783)		Deferred income taxes	(1,868)		(2,442)
Stock-based compensation expense	Stock-based compensation expense	1,425		1,100		Stock-based compensation expense	1,438		1,425
Non-cash interest income, net	Non-cash interest income, net	(257)		(394)		Non-cash interest income, net	(297)		(257)
Gain on sale or retirement of property, plant and equipment, net		(232)		(35)
Loss (gain) on sale or retirement of property, plant and equipment, net						Loss (gain) on sale or retirement of property, plant and equipment, net	190		(232)
Gain on investments and sale of loans, net	Gain on investments and sale of loans, net	(288)		(5,579)		Gain on investments and sale of loans, net	(3,165)		(288)

Changes in operating assets and liabilities, net of acquisitions	Changes in operating assets and liabilities, net of acquisitions					Changes in operating assets and liabilities, net of acquisitions
Accounts receivable	Accounts receivable	(12,076)		(3,659)		Accounts receivable	3,692		(12,076)
Consumer loans receivable originated	Consumer loans receivable originated	(47,467)		(42,706)		Consumer loans receivable originated	(36,737)		(47,467)
Proceeds from sales of consumer loans		47,881		49,631
Proceeds from sales of consumer loans receivable						Proceeds from sales of consumer loans receivable	42,363		47,881
Principal payments received on consumer loans receivable	Principal payments received on consumer loans receivable	2,421		3,929		Principal payments received on consumer loans receivable	1,819		2,421
Inventories	Inventories	(10,751)		(19,683)		Inventories	9,110		(10,751)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	7,359		2,801		Prepaid expenses and other current assets	15,151		7,359
Commercial loans receivable		(3,795)		(243)
Commercial loans receivable originated						Commercial loans receivable originated	(28,726)		(22,776)
Principal payments received on commercial loans receivable						Principal payments received on commercial loans receivable	25,216		18,981
Accounts payable and accrued expenses and other current liabilities	Accounts payable and accrued expenses and other current liabilities	12,989		11,513		Accounts payable and accrued expenses and other current liabilities	3,111		12,989
Net cash provided by operating activities	Net cash provided by operating activities	58,240		24,275		Net cash provided by operating activities	82,293		58,240
INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(25,007)		(2,593)		Purchases of property, plant and equipment	(4,183)		(25,007)

Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment	283		38		Proceeds from sale of property, plant and equipment	4,434		283
Purchases of investments	Purchases of investments	(4,228)		(4,429)		Purchases of investments	(1,710)		(4,228)
Proceeds from sale of investments	Proceeds from sale of investments	4,553		3,368		Proceeds from sale of investments	3,545		4,553
Net cash used in investing activities		(24,399)		(3,616)

Net cash provided (used) by investing activities						Net cash provided (used) by investing activities	2,086		(24,399)
FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Payments for taxes on exercises and releases of equity awards		(848)		—
Payments for taxes on stock option exercises and releases of equity awards						Payments for taxes on stock option exercises and releases of equity awards	(1,363)		(848)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	—		136		Proceeds from exercise of stock options	150		—

Payments on finance leases and other secured financings	Payments on finance leases and other secured financings	(165)		(444)		Payments on finance leases and other secured financings	(157)		(165)
Payments for common stock repurchases	Payments for common stock repurchases	(38,960)		(12,842)		Payments for common stock repurchases	—		(38,960)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	(240)		—		Distributions to noncontrolling interest	(120)		(240)
Net cash used in financing activities	Net cash used in financing activities	(40,213)		(13,150)		Net cash used in financing activities	(1,490)		(40,213)
Net (decrease) increase in cash, cash equivalents and restricted cash		(6,372)		7,509
Net increase (decrease) in cash, cash equivalents and restricted cash						Net increase (decrease) in cash, cash equivalents and restricted cash	82,889		(6,372)
Cash, cash equivalents and restricted cash at beginning of the fiscal year	Cash, cash equivalents and restricted cash at beginning of the fiscal year	259,334		339,307		Cash, cash equivalents and restricted cash at beginning of the fiscal year	283,490		259,334
Cash, cash equivalents and restricted cash at end of the period	Cash, cash equivalents and restricted cash at end of the period	$	252,962	$	346,816	Cash, cash equivalents and restricted cash at end of the period	$	366,379	$	252,962
Supplemental disclosures of cash flow information	Supplemental disclosures of cash flow information					Supplemental disclosures of cash flow information
Cash paid for income taxes	Cash paid for income taxes	$	18,486	$	4,774	Cash paid for income taxes	$	8,123	$	18,486
Cash paid for interest	Cash paid for interest	$	71	$	100	Cash paid for interest	$	185	$	71
Supplemental disclosures of noncash activity	Supplemental disclosures of noncash activity					Supplemental disclosures of noncash activity
Change in GNMA loans eligible for repurchase	Change in GNMA loans eligible for repurchase	$	(2,620)	$	(6,607)	Change in GNMA loans eligible for repurchase	$	(1,873)	$	(2,620)
Right-of-use assets recognized and operating lease obligations incurred	Right-of-use assets recognized and operating lease obligations incurred	$	1,159	$	708	Right-of-use assets recognized and operating lease obligations incurred	$	687	$	1,159

See accompanying Notes to Consolidated Financial Statements

Table of Contents

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 including from Other income (expense), net to Interest income to conform to current period classification. We have evaluated subsequent events after the balance sheet date through the date of the filing of this report with the SEC, and there were no disclosable subsequent events. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in our ~~2022~~2023 Annual Report on Form 10-K for the year ended April ~~2, 2022,~~1, 2023, filed with the SEC ("Form 10-K").

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the ~~consolidated financial statements~~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.~~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 ~~April 1, 2023~~March 30, 2024 and will include 52 weeks.

We operate in 2two 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 2629 homebuilding production lines located throughout the United States ~~which are sold to~~and two production lines in Mexico. We distribute our homes through a large network of independent ~~distributors, community owners~~distribution points in 48 states and ~~developers~~Canada and ~~through our 45~~68 Company-owned U.S. retail ~~stores.~~stores, of which 41 are located in Texas. The financial services segment is comprised of a finance subsidiary, CountryPlace Acceptance Corp. ("CountryPlace"), and an insurance subsidiary, Standard Casualty Company ("Standard Casualty"). CountryPlace is an approved Federal National Mortgage Association ("'FNMA" or "Fannie Mae") and Federal Home Loan Mortgage Corporation ("FHLMC" or "Freddie Mac") seller/servicer and a Government National Mortgage Association ("GNMA" or "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.

~~On September 24, 2021,~~During fiscal 2023, we ~~acquired~~completed the ~~business~~acquisition of Solitaire Inc. and ~~certain assets and liabilities of The Commodore Corporation ("Commodore"~~other related entities (collectively "Solitaire Homes"), including ~~its six~~their four manufacturing facilities and ~~two wholly-owned~~twenty-two retail ~~locations.~~locations by acquiring 100% of the outstanding stock of Solitaire Homes. The results of operations are included in our Consolidated Financial Statements from the date of acquisition. See Note ~~19.~~20.

In addition to the below, 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.

Table of Contents

2. Revenue from Contracts with Customers

The following table summarizes ~~customer contract revenues~~Net revenue disaggregated by reportable segment and source (in thousands):


		Three Months Ended						Three Months Ended
			July 2, 2022		July 3, 2021				July 1, 2023		July 2, 2022
Factory-built housing	Factory-built housing						Factory-built housing
U.S. Housing and Urban Development code homes			$	507,183	$	262,390
Modular homes			34,338		26,617
Park model RVs			13,755		9,671
Other			17,321		13,605
Home sales							Home sales		$	439,744	$	555,276
Delivery, setup and other revenues							Delivery, setup and other revenues		17,365		17,321
			572,597		312,283				457,109		572,597
Financial services	Financial services						Financial services
Insurance agency commissions received from third-party insurance companies	Insurance agency commissions received from third-party insurance companies		1,397		873		Insurance agency commissions received from third-party insurance companies		899		1,397
All other sources	All other sources		14,344		17,266		All other sources		17,867		14,344
			15,741		18,139				18,766		15,741
			$	588,338	$	330,422			$	475,875	$	588,338

3. Restricted Cash

Restricted cash consisted of the following (in thousands):


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Cash related to CountryPlace customer payments to be remitted to third parties	Cash related to CountryPlace customer payments to be remitted to third parties	$	13,562	$	13,857	Cash related to CountryPlace customer payments to be remitted to third parties	$	12,883	$	11,123
Other restricted cash	Other restricted cash	1,328		1,327		Other restricted cash	1,262		940
		14,890		15,184			14,145		12,063
Current portion		(14,555)		(14,849)
Less current portion						Less current portion	(13,560)		(11,728)
		$	335	$	335		$	585	$	335

Corresponding amounts for customer payments to be remitted to third parties are recorded in Accounts payable.

The following table provides a reconciliation of Cash and cash equivalents and Restricted cash reported within the Consolidated Balance Sheets to the combined amounts shown in the Consolidated Statements of Cash Flows (in thousands):


		July 2, 2022		July 3, 2021			July 1, 2023		July 2, 2022
Cash and cash equivalents	Cash and cash equivalents	$	238,072	$	329,753	Cash and cash equivalents	$	352,234	$	238,072
Restricted cash	Restricted cash	14,890		17,063		Restricted cash	14,145		14,890
		$	252,962	$	346,816		$	366,379	$	252,962

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4. Investments

Investments consisted of the following (in thousands):


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Available-for-sale debt securities	Available-for-sale debt securities	$	17,278	$	17,760	Available-for-sale debt securities	$	17,292	$	18,555
Marketable equity securities	Marketable equity securities	14,583		16,780		Marketable equity securities	9,798		9,989
Non-marketable equity investments	Non-marketable equity investments	20,818		20,479		Non-marketable equity investments	5,050		5,073
		52,679		55,019			32,140		33,617
Less short-term investments	Less short-term investments	(15,864)		(20,086)		Less short-term investments	(14,173)		(14,978)
		$	36,815	$	34,933		$	17,967	$	18,639

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 distribution operations.

We record investments in fixed maturity securities classified as available-for-sale at fair value and record the difference between fair value and cost in Accumulated other comprehensive loss in the Consolidated Balance Sheets.

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):


		July 2, 2022				April 2, 2022					July 1, 2023				April 1, 2023
		Amortized Cost		Fair Value		Amortized Cost		Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value
Residential mortgage-backed securities	Residential mortgage-backed securities	$	1,574	$	1,504	$	1,668	$	1,613	Residential mortgage-backed securities	$	2,328	$	2,237	$	2,567	$	2,488
State and political subdivision debt securities	State and political subdivision debt securities	7,480		7,232		10,100		9,906		State and political subdivision debt securities	5,172		4,910		6,023		5,769
Corporate debt securities	Corporate debt securities	8,876		8,542		6,502		6,241		Corporate debt securities	10,623		10,145		10,745		10,298
		$	17,930	$	17,278	$	18,270	$	17,760		$	18,123	$	17,292	$	19,335	$	18,555

The amortized cost and fair value of our investments in available-for-sale debt securities, by contractual maturity, are shown in the table below (in thousands). Expected maturities differ from contractual maturities as borrowers may have the right to call or prepay obligations, with or without penalties.

July 2, 2022
Amortized
Cost Fair
Value
Due in less than one year $ 1,295 $ 1,281
Due after one year through five years 13,158 12,566
Due after five years through ten years 1,258 1,269
Due after ten years 645 658
Mortgage-backed securities 1,574 1,504
$ 17,930 $ 17,278

~~There were no gross gains or losses realized on the sale of available-for-sale debt securities during the three months ended July 2, 2022 or July 3, 2021.~~


	July 1, 2023
	Amortized Cost		Fair Value
Due in less than one year	$	3,590	$	3,510
Due after one year through five years	11,565		10,906
Due after five years through ten years	250		250
Due after ten years	390		389
Mortgage-backed securities	2,328		2,237
	$	18,123	$	17,292

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Net investment gains and losses on marketable equity securities were as follows (in thousands):

Three Months Ended
July 2,
2022 July 3,
2021
Marketable equity securities
Net (loss) gain recognized during the period $ (2,342) $ 1,696
Less: Net loss (gain) recognized on securities sold during the period 74 (136)
Unrealized (loss) gain recognized during the period on securities still held $ (2,268) $ 1,560


	Three Months Ended
		July 1, 2023		July 2, 2022
Marketable equity securities
Net gain (loss) recognized during the period		$	460	$	(2,342)
Less: Net (gain) loss recognized on securities sold during the period		(20)		74
Unrealized gain (loss) recognized during the period on securities still held		$	440	$	(2,268)

5. Inventories

Inventories consisted of the following (in thousands):


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Raw materials	Raw materials	$	97,935	$	95,929	Raw materials	$	85,289	$	92,045
Work in process	Work in process	30,549		30,638		Work in process	29,087		29,022
Finished goods	Finished goods	126,238		117,404		Finished goods	139,610		142,083
		$	254,722	$	243,971		$	253,986	$	263,150

6. Consumer Loans Receivable

The following table summarizes consumer loans receivable (in thousands):


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Loans held for investment, previously securitized	Loans held for investment, previously securitized	$	24,732	$	26,014	Loans held for investment, previously securitized	$	20,055	$	21,000
Loans held for investment	Loans held for investment	14,670		14,771		Loans held for investment	12,880		13,117
Loans held for sale	Loans held for sale	10,909		8,500		Loans held for sale	7,599		10,846
Construction advances	Construction advances	1,908		3,547		Construction advances	376		706
		52,219		52,832			40,910		45,669
Deferred financing fees and other, net	Deferred financing fees and other, net	(727)		(833)		Deferred financing fees and other, net	(398)		(368)
Allowance for loan losses	Allowance for loan losses	(1,905)		(2,115)		Allowance for loan losses	(1,144)		(1,153)
		49,587		49,884			39,368		44,148
Less current portion	Less current portion	(20,888)		(20,639)		Less current portion	(13,477)		(17,019)
		$	28,699	$	29,245		$	25,891	$	27,129

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						Three Months Ended
			July 2, 2022		July 3, 2021				July 1, 2023		July 2, 2022
Allowance for loan losses at beginning of period	Allowance for loan losses at beginning of period		$	2,115	$	3,188	Allowance for loan losses at beginning of period		$	1,153	$	2,115
Change in estimated loan losses, net	Change in estimated loan losses, net		(210)		(267)		Change in estimated loan losses, net		(9)		(210)
Charge-offs	Charge-offs		(19)		(3)		Charge-offs		—		(19)
Recoveries	Recoveries		19		—		Recoveries		—		19
Allowance for loan losses at end of period	Allowance for loan losses at end of period		$	1,905	$	2,918	Allowance for loan losses at end of period		$	1,144	$	1,905

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The consumer loans held for investment had the following characteristics:


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Weighted average contractual interest rate	Weighted average contractual interest rate	8.3	%	8.3	%	Weighted average contractual interest rate	8.1	%	8.2	%
Weighted average effective interest rate	Weighted average effective interest rate	9.3	%	9.2	%	Weighted average effective interest rate	9.6	%	8.8	%
Weighted average months to maturity	Weighted average months to maturity	151		151		Weighted average months to maturity	153		150

The following table is a consolidated summary of the delinquency status of the outstanding amortized cost of consumer loans receivable (in thousands):


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Current	Current	$	50,382	$	49,546	Current	$	38,722	$	43,252
31 to 60 days	31 to 60 days	192		1,202		31 to 60 days	1,040		1,247
61 to 90 days	61 to 90 days	348		41		61 to 90 days	77		213
91+ days	91+ days	1,297		2,043		91+ days	1,071		957
		$	52,219	$	52,832		$	40,910	$	45,669

The following ~~tables disaggregate the principal value of~~table disaggregates gross consumer loans receivable by credit quality indicator and fiscal year of origination (in thousands):


		July 2, 2022															July 1, 2023
		2023		2022		2021		2020		2019		Prior		Total			2024		2023		2022		2021		2020		Prior		Total
Prime- FICO score 680 and greater	Prime- FICO score 680 and greater	$	7,796	$	3,095	$	1,092	$	2,300	$	1,330	$	19,940	$	35,553	Prime- FICO score 680 and greater	$	5,378	$	1,440	$	183	$	996	$	1,963	$	16,864	$	26,824
Near Prime- FICO score 620-679	Near Prime- FICO score 620-679	335		727		1,389		1,240		1,962		9,304		14,957		Near Prime- FICO score 620-679	694		265		—		1,008		1,087		9,680		12,734
Sub-Prime- FICO score less than 620	Sub-Prime- FICO score less than 620	—		—		20		52		—		1,257		1,329		Sub-Prime- FICO score less than 620	—		—		—		19		50		938		1,007
No FICO score	No FICO score	—		—		—		—		26		354		380		No FICO score	—		—		—		—		—		345		345
		$	8,131	$	3,822	$	2,501	$	3,592	$	3,318	$	30,855	$	52,219		$	6,072	$	1,705	$	183	$	2,023	$	3,100	$	27,827	$	40,910


		April 2, 2022															April 1, 2023
		2022		2021		2020		2019		2018		Prior		Total			2023		2022		2021		2020		2019		Prior		Total
Prime- FICO score 680 and greater	Prime- FICO score 680 and greater	$	8,155	$	1,615	$	2,371	$	1,339	$	853	$	20,485	$	34,818	Prime- FICO score 680 and greater	$	9,471	$	185	$	1,051	$	1,982	$	1,191	$	16,601	$	30,481
Near Prime- FICO score 620-679	Near Prime- FICO score 620-679	1,661		1,274		1,413		1,976		617		9,266		16,207		Near Prime- FICO score 620-679	1,695		—		1,012		1,131		1,550		8,244		13,632
Sub-Prime- FICO score less than 620	Sub-Prime- FICO score less than 620	45		20		52		—		—		1,318		1,435		Sub-Prime- FICO score less than 620	84		—		19		51		—		1,033		1,187
No FICO score	No FICO score	—		—		—		26		—		346		372		No FICO score	—		—		—		—		24		345		369
		$	9,861	$	2,909	$	3,836	$	3,341	$	1,470	$	31,415	$	52,832		$	11,250	$	185	$	2,082	$	3,164	$	2,765	$	26,223	$	45,669

As of July ~~2, 2022 and April 2, 2022, 40% and~~1, 2023, 39% of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas ~~respectively,~~ and ~~17%~~15% was concentrated in ~~Florida~~Florida. As of April 1, 2023, 44% of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in ~~both periods.~~Texas and 13% 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 July ~~2, 2022~~1, 2023 or April ~~2, 2022.~~1, 2023.

Repossessed homes totaled approximately ~~$78,000 and $499,000~~$1.1 million as of both July ~~2, 2022~~1, 2023 and April ~~2, 2022, respectively,~~1, 2023 and are included in Prepaid expenses and other current assets onin the Consolidated Balance Sheets. Foreclosure or similar proceedings in progress totaled approximately ~~$611,000~~$0.6 million and $~~1.1~~0.5 million as of July ~~2, 2022~~1, 2023 and April ~~2, 2022,~~1, 2023, respectively.

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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, ~~(including from affiliates),~~ net consisted of the following (in thousands):


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Loans receivable	Loans receivable	$	73,489	$	69,693	Loans receivable	$	107,246	$	103,726
Allowance for loan losses	Allowance for loan losses	(1,054)		(1,011)		Allowance for loan losses	(1,614)		(1,586)
Deferred financing fees, net	Deferred financing fees, net	(117)		(116)		Deferred financing fees, net	(173)		(163)
		72,318		68,566			105,459		101,977
Less current portion		(33,855)		(32,644)
Less current portion of commercial loans receivable (including from affiliates), net						Less current portion of commercial loans receivable (including from affiliates), net	(50,263)		(44,054)
		$	38,463	$	35,922		$	55,196	$	57,923

The commercial loans receivable balance had the following characteristics:


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Weighted average contractual interest rate	Weighted average contractual interest rate	5.9	%	6.4	%	Weighted average contractual interest rate	7.5	%	7.6	%
Weighted average months outstanding	Weighted average months outstanding	9		9		Weighted average months outstanding	10		9

The following table represents changes in the estimated allowance for loan losses (in thousands):


		Three Months Ended						Three Months Ended
			July 2, 2022		July 3, 2021				July 1, 2023		July 2, 2022
Balance at beginning of period	Balance at beginning of period		$	1,011	$	816	Balance at beginning of period		$	1,586	$	1,011
Change in estimated loan losses, net	Change in estimated loan losses, net		43		(31)		Change in estimated loan losses, net		28		43
Balance at end of period	Balance at end of period		$	1,054	$	785	Balance at end of period		$	1,614	$	1,054

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 July ~~2, 2022~~1, 2023 and April ~~2, 2022,~~1, 2023, there were no commercial loans considered watch list or nonperforming. The following table disaggregates ~~the principal value of~~ our commercial loans receivable by credit quality indicator and fiscal year of origination (in thousands):

July 2, 2022
2023 2022 2021 2020 2019 Prior Total
Performing $ 26,909 $ 32,564 $ 8,326 $ 3,165 $ 1,371 $ 1,154 $ 73,489


	July 1, 2023
	2024		2023		2022		2021		2020		Prior		Total
Performing	$	26,639	$	63,412	$	10,907	$	3,268	$	2,015	$	1,005	$	107,246

April 2, 2022
2022 2021 2020 2019 2018 Prior Total
Performing $ 52,592 $ 10,181 $ 4,031 $ 1,391 $ 1,498 $ — $ 69,693


	April 1, 2023
	2023		2022		2021		2020		2019		Prior		Total
Performing	$	80,193	$	16,028	$	4,071	$	2,203	$	1,231	$	—	$	103,726

As of July ~~2, 2022,~~1, 2023, there were no commercial loans 90 days or more past due that were still accruing interest, and we were not aware of any potential problem loans that would have a material effect on the commercial loans receivable balance.

~~As of July 2, 2022 and April 2, 2022, we had concentrations of our outstanding commercial loans receivable balance in New York of 20% and 25%, respectively. No~~ ~~other state had concentrations in excess of 10% of the principal balance of the commercial loans receivable as of July 2, 2022 or April 2, 2022.~~

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~~One~~As of July 1, 2023 and April 1, 2023, we had concentrations of our outstanding principal balance of the commercial loans receivable balance in New York of 17% and 18%, respectively. No other state had concentrations in excess of 10% of the outstanding principal balance of the commercial loans receivable as of July 1, 2023 or April 1, 2023.

As of July 1, 2023 and April 1, 2023, one independent third-party and its affiliates comprised ~~14%~~13% and 12%, respectively, of the net commercial loans receivable principal balance outstanding, all of which was ~~secured, as of both July 2, 2022 and April 2, 2022.~~secured.

8. Property, Plant and Equipment, net

Property, plant and equipment, net, consisted of the following (in thousands):


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Property, plant and equipment, at cost	Property, plant and equipment, at cost					Property, plant and equipment, at cost
Land	Land	$	36,096	$	32,154	Land	$	39,823	$	39,822
Buildings and improvements	Buildings and improvements	115,708		100,775		Buildings and improvements	168,091		167,291
Machinery and equipment	Machinery and equipment	49,911		48,638		Machinery and equipment	73,733		76,826
Construction in progress	Construction in progress	37,010		29,281		Construction in progress	7,136		5,472
		238,725		210,848			288,783		289,411
Accumulated depreciation	Accumulated depreciation	(53,191)		(46,832)		Accumulated depreciation	(65,120)		(61,133)
		$	185,534	$	164,016		$	223,663	$	228,278

Depreciation expense for the three months ended July 1, 2023 and July 2, 2022 ~~and July 3, 2021~~ was ~~$3.4~~$4.2 million and ~~$1.4~~$3.4 million, respectively.

9. Goodwill and Other Intangibles

Goodwill and other intangibles, net, consisted of the following (in thousands):


		July 2, 2022						April 2, 2022							July 1, 2023						April 1, 2023
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived	Indefinite-lived													Indefinite-lived
Goodwill	Goodwill	$	100,993	$	—	$	100,993	$	100,993	$	—	$	100,993	Goodwill	$	115,498	$	—	$	115,498	$	114,547	$	—	$	114,547
Trademarks and trade names	Trademarks and trade names	15,680		—		15,680		15,680		—		15,680		Trademarks and trade names	16,980		—		16,980		16,980		—		16,980
State insurance licenses	State insurance licenses	1,100		—		1,100		1,100		—		1,100		State insurance licenses	1,100		—		1,100		1,100		—		1,100
		117,773		—		117,773		117,773		—		117,773			133,578		—		133,578		132,627		—		132,627
Finite-lived	Finite-lived													Finite-lived
Customer relationships	Customer relationships	19,500		(8,866)		10,634		19,500		(8,392)		11,108		Customer relationships	15,000		(4,267)		10,733		16,900		(5,818)		11,082
Other	Other	1,924		(1,387)		537		1,924		(1,353)		571		Other	1,114		(529)		585		1,114		(486)		628
		$	139,197	$	(10,253)	$	128,944	$	139,197	$	(9,745)	$	129,452		$	149,692	$	(4,796)	$	144,896	$	150,641	$	(6,304)	$	144,337

During the three months ended July 1, 2023, fair value adjustments were made to certain assets and liabilities of Solitaire Homes in connection with purchase accounting measurement period adjustments. This resulted in additional Goodwill of $1.0 million. See Note 20.

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Amortization expense recognized on intangible assets ~~was $508,000 and $173,000~~ for the three months ended July 1, 2023 and July 2, 2022 was $0.4 million and ~~July 3, 2021,~~$0.5 million, respectively. Customer relationships have a weighted average remaining life of 7.6 years and other finite lived intangibles have a weighted average remaining life of 3.3 years.

Expected amortization for future fiscal years is as follows (in thousands):


Remainder of fiscal year		$	1,504
2024		1,339
Remainder of fiscal year 2024				Remainder of fiscal year 2024	$	1,177
2025	2025	1,300		2025	1,530
2026	2026	1,258		2026	1,488
2027	2027	1,185		2027	1,415
2028	2028	1,079		2028	1,299
2029				2029	1,265
Thereafter	Thereafter	3,506		Thereafter	3,144
					$	11,318

10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Customer deposits	Customer deposits	$	54,161	$	56,318	Customer deposits	$	46,122	$	45,193
Salaries, wages and benefits	Salaries, wages and benefits	52,899		54,172		Salaries, wages and benefits	45,998		47,100
Estimated warranties	Estimated warranties	28,802		26,250		Estimated warranties	32,401		31,368
Unearned insurance premiums	Unearned insurance premiums	26,207		24,917		Unearned insurance premiums	29,835		27,901
Accrued volume rebates	Accrued volume rebates	22,532		18,641		Accrued volume rebates	23,943		22,858

Other	Other	75,177		70,790		Other	86,443		88,241
		$	259,778	$	251,088		$	264,742	$	262,661

11. Warranties

Activity in the liability for estimated warranties was as follows (in thousands):

Three Months Ended
July 2,
2022 July 3,
2021
Balance at beginning of period $ 26,250 $ 18,032
Charged to costs and expenses 15,004 9,125
Payments and deductions (12,452) (7,813)
Balance at end of period $ 28,802 $ 19,344

~~12. Other Liabilities~~

~~The following table summarizes the non-current portion of our other liabilities (in thousands):~~

July 2,
2022 April 2,
2022
Finance lease payables $ 6,298 $ 6,316
Other secured financing 2,791 2,933
Mandatorily redeemable noncontrolling interest 2,371 2,371
11,460 11,620
Less current portion included in Accrued expenses and other current liabilities (765) (784)
$ 10,695 $ 10,836


	Three Months Ended
		July 1, 2023		July 2, 2022
Balance at beginning of period		$	31,368	$	26,250

Charged to costs and expenses		13,409		15,004
Payments and deductions		(12,376)		(12,452)
Balance at end of period		$	32,401	$	28,802

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12. Other Liabilities

The following table summarizes secured financings and other obligations (in thousands):


	July 1, 2023		April 1, 2023
Finance lease payables	$	6,224	$	6,243
Other secured financing	2,184		2,379
Mandatorily redeemable noncontrolling interest	2,300		2,268
	10,708		10,890
Less current portion included in Accrued expenses and other current liabilities	(2,799)		(3,070)
	$	7,909	$	7,820

13. Debt

We are party to a Credit Agreement that expires in 2027 with Bank of America, N.A., providing for a $50 million revolving credit facility (the "Revolving Credit Facility"), which may be increased up to an aggregate amount of $100 million. Borrowings under the Revolving Credit Facility generally bear interest at the Secured Overnight Financing Rate plus a credit spread and a margin based on our Consolidated Total Leverage Ratio.

As of July 1, 2023 and April 1, 2023, there were no borrowings outstanding under the Revolving Credit Facility and we were in compliance with all covenants.

14. Reinsurance and Insurance Loss Reserves

Certain of Standard Casualty's premiums and benefits are assumed from and ceded to other insurance companies under various reinsurance agreements. We remain obligated for amounts ceded in the event that the reinsurers do not meet their obligations.

The effects of reinsurance on premiums written and earned were as follows (in thousands):

Three Months Ended
July 2, 2022 July 3, 2021
Written Earned Written Earned
Direct premiums $ 7,728 $ 7,050 $ 6,839 $ 5,996
Assumed premiums—nonaffiliated 9,028 7,957 8,574 7,378
Ceded premiums—nonaffiliated (4,229) (4,229) (3,647) (3,647)

$ 12,527 $ 10,778 $ 11,766 $ 9,727










	Three Months Ended
	July 1, 2023				July 2, 2022
	Written		Earned		Written		Earned
Direct premiums	$	10,379	$	8,676	$	7,728	$	7,050
Assumed premiums—nonaffiliated	9,800		8,570		9,028		7,957
Ceded premiums—nonaffiliated	(6,127)		(6,127)		(4,229)		(4,229)
	$	14,052	$	11,119	$	12,527	$	10,778

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Typical insurance policies written or assumed have a maximum coverage of ~~$300,000~~$0.4 million per claim, of which we cede ~~$125,000~~$0.2 million of the risk of loss per reinsurance. Therefore, our risk of loss is limited to ~~$175,000~~$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 $2$3.0 million per occurrence, up to a maximum of ~~$70~~$100 million in the aggregate for that occurrence.

Standard Casualty establishes reserves for claims and claims expense on reported and incurred but not reported ("IBNR") claims of non-reinsured losses. Reserves for claims are included in the Accrued expenses and other current liabilities line item on the Consolidated Balance Sheets and claims expenses are recorded in Cost of sales on the Consolidated Statements of Comprehensive Income. The following details the activity in the reserve for the three months ended July ~~2, 2022~~1, 2023 and July ~~3, 2021~~2, 2022 (in thousands):


		Three Months Ended						Three Months Ended
			July 2, 2022		July 3, 2021				July 1, 2023		July 2, 2022
Balance at beginning of period	Balance at beginning of period		$	8,149	$	7,451	Balance at beginning of period		$	10,939	$	8,149
Net incurred losses during the year			8,777		7,975
Net claim payments during the year			(8,352)		(7,078)
Net incurred losses during the period							Net incurred losses during the period		11,077		8,777
Net claim payments during the period							Net claim payments during the period		(9,015)		(8,352)
Balance at end of period	Balance at end of period		$	8,574	$	8,348	Balance at end of period		$	13,001	$	8,574

~~14.~~15. 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~~the terms of repurchase agreements with financial institutions that provide inventory financing to independent distributors of our products approximated ~~$167.2~~$157 million and ~~$141.0~~$178 million at July ~~2, 2022~~1, 2023 and April ~~2, 2022,~~1, 2023, respectively, without reduction for the resale value of the homes. We ~~had a~~ During the fourth quarter of fiscal 2023, we received one repurchase demand notice and the inventory was acquired during the current quarter. Our reserve for repurchase commitments, ~~of $4.4~~recorded in Accrued expenses and other current liabilities, was $3.9 million at July ~~2, 2022~~1, 2023 and ~~$3.6~~$5.2 million at April ~~2, 2022, and there were no repurchases during either period.~~1, 2023.

Construction-Period Mortgages.Loan contracts with off-balance sheet commitments are summarized below (in thousands):


	July 1, 2023		April 1, 2023
Construction loan contract amount	$	1,594	$	2,214
Cumulative advances	(376)		(706)
	$	1,218	$	1,508

Representations and Warranties of Mortgages Sold. ~~We fund construction-period mortgages through periodic advances~~The reserve for contingent repurchases and indemnification obligations was $0.7 million as of July 1, 2023 and April 1, 2023, 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 ~~home construction. At~~ the ~~time~~three months ended July 1, 2023.

Interest Rate Lock Commitments. As of ~~initial funding,~~July 1, 2023, we ~~commit to fully fund the loan contract in accordance~~had outstanding IRLCs with a ~~predetermined schedule. The total loan contract~~notional amount ~~less cumulative advances, represents~~of $31.1 million. For the three months ended July 1, 2023 and July 2, 2022, we recognized insignificant non-cash gains on outstanding IRLCs.

Forward Sales Commitments. As of July 1, 2023, we had $1.1 million in outstanding forward sales commitments ("Commitments"). During the three months ended July 1, 2023, we recognized an ~~off-balance sheet contingent commitment~~insignificant gain and during the three months ended July 2, 2022, we recognized a non-cash loss of $0.3 million relating to ~~fund future advances.~~our Commitments.

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~~Loan contracts with off-balance sheet commitments are summarized below (in thousands):~~

July 2,
2022 April 2,
2022
Construction loan contract amount $ 5,447 $ 9,330
Cumulative advances (1,908) (3,547)
$ 3,539 $ 5,783

~~Representations and Warranties of Mortgages Sold~~. We sell loans to Government-Sponsored Enterprises ("GSEs") and whole-loan purchasers and finance certain loans with long-term credit facilities secured by the respective loans. In connection with these activities, we provide to GSEs and whole-loan purchasers and lenders representations and warranties related to the loans sold or financed.~~Upon a breach of a representation, we may be required to repurchase the loan or to indemnify a party for incurred losses. We maintain a reserve for these contingent repurchase and indemnification obliga~~tions. This reserve of $1.0 million as of July 2, 2022 and $866,000 as of April 2, 2022, included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets, reflects management's estimate of probable loss. There were no claim requests that resulted in the repurchase of a loan during the three months ended July 2, 2022.

~~Interest Rate Lock Commitments~~. In originating loans for sale, we issue interest rate lock commitments ("IRLCs") to prospective borrowers. These IRLCs bind us to fund the approved loan at the specified rate regardless of whether interest rates or market prices for similar loans have changed between the commitment date and the closing date. As of July 2, 2022, we had outstanding IRLCs with a notional amount of $49.9 million and recognized a gain of $40,000 in the fiscal 2023 first quarter and a ~~gain of~~ ~~$47,000~~ ~~in the fiscal 2022~~ ~~first quarter.~~

~~Forward Sales Commitments~~. We manage the risk profiles of a portion of the outstanding IRLCs and mortgage loans held for sale by entering into forward sales of mortgage-backed securities ("MBS") and whole loan sale commitments (collectively "Commitments"). As of July 2, 2022, we had $10.2 million in outstanding Commitments and recognized a non-cash loss ~~of $262,000 in the fiscal~~ ~~2023 first quarter and a non-cash loss of~~ ~~$347,000 in the fiscal 2022~~ ~~first quarter.~~

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 ("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 based on trading in the shares of another company directed by the former CEO that resulted in an unrealized gain of approximately $260,000. In the prior year, the Company recorded an accrual relating to this loss contingency. The Company has reached a settlement in principle with the SEC staff regarding the pending litigation. The settlement is subject to SEC approval that is expected within the next 60 days. A related notice has been filed with the Court in that action. We do not believe that the settlement will have a material impact on our results of operations or financial position.

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.

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~~15.~~16. 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 three months ended July ~~2, 2022~~1, 2023 (dollars in thousands):


		Equity Attributable to Cavco Stockholders																										Equity Attributable to Cavco Stockholders
					Treasury Stock				Additional paid-in capital		Retained earnings					Accumulated other comprehensive loss			Total					Redeemable Noncontrolling Interest												Treasury stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Total				Redeemable noncontrolling interest
		Common Stock													Common Stock
		Shares	Amount												Shares							Amount
Balance, April 2, 2022		9,292,278	$	93			$	(61,040)					$	263,049							$	628,756				$	(403)			$	830,455			$	825
Balance, April 1, 2023																										Balance, April 1, 2023		9,337,125				$	93				$	(164,452)		$	271,950		$	869,310		$	(615)		$	976,286			$	1,219
Net income	Net income	—	—				—						—					59,602					—						59,602				92	Net income		—				—			—			—			46,357		—				46,357	54
Other comprehensive loss, net	Other comprehensive loss, net	—	—		—				—		—					(112)			(112)						—		Other comprehensive loss, net		—				—				—			—			—			(42)			(42)				—
Issuance of common stock under stock incentive plans		5,957	—		—				(848)		—					—			(848)					—
Issuance of common stock under stock incentive plans, net																										Issuance of common stock under stock incentive plans, net		10,095				—				—			(1,213)			—			—			(1,213)				—
Stock-based compensation	Stock-based compensation	—	—		—				1,425		—					—			1,425					—		Stock-based compensation		—				—				—			1,438			—			—			1,438				—
Common stock repurchases		—	—		(38,960)				—		—					—			(38,960)					—

Distributions	Distributions	—	—		—				—		—					—			—					(240)		Distributions		—				—				—			—			—			—			—				(120)
Balance, July 2, 2022		9,298,235	$	93	$	(100,000)			$	263,626	$	688,358				$	(515)		$	851,562				$	677
Valuation adjustment																										Valuation adjustment		—				—				—			—			—			—			—				(33)
Balance, July 1, 2023																										Balance, July 1, 2023		9,347,220				$	93			$	(164,452)		$	272,175		$	915,667		$	(657)		$	1,022,826			$	1,120


		Equity Attributable to Cavco Stockholders																														Equity Attributable to Cavco Stockholders
					Treasury Stock				Additional paid-in capital		Retained earnings				Accumulated other comprehensive income (loss)			Total					Redeemable Noncontrolling Interest															Treasury stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Total				Redeemable noncontrolling interest
		Common Stock															Common Stock											Treasury stock		Additional paid-in capital	Retained earnings		Accumulated other comprehensive loss	Total			Redeemable noncontrolling interest
		Shares	Amount														Shares									Amount
Balance, April 3, 2021		9,241,256	$	92			$	(1,441)					$	253,835							$	431,057					$									97			$	683,640		$	—
Balance, April 2, 2022																															Balance, April 2, 2022	9,292,278			$	93		$	(61,040)		$	263,049		$	628,756		$	(403)		$	830,455			$	825
Net income	Net income	—	—				—						—							27,046					—				27,046			—						Net income		—			—			—			—			59,602	—			59,602	92
Other comprehensive loss, net	Other comprehensive loss, net	—	—		—				—		—				(13)			(13)					—								Other comprehensive loss, net	—			—			—			—			—			(112)			(112)				—
Issuance of common stock under stock incentive plans		4,465	—		—				136		—				—			136					—
Issuance of common stock under stock incentive plans, net																															Issuance of common stock under stock incentive plans, net	5,957			—			—			(848)			—			—			(848)				—
Stock-based compensation	Stock-based compensation	—	—		—				1,100		—				—			1,100					—								Stock-based compensation	—			—			—			1,425			—			—			1,425				—
Common stock repurchases	Common stock repurchases	—	—		(12,842)				—		—				—			(12,842)					—								Common stock repurchases	—			—			(38,960)			—			—			—			(38,960)				—
Balance, July 3, 2021		9,245,721	$	92	$	(14,283)			$	255,071	$	458,103			$	84		$	699,067				$	—
Distributions																															Distributions	—			—			—			—			—			—			—				(240)
Balance, July 2, 2022																															Balance, July 2, 2022	9,298,235			$	93		$	(100,000)		$	263,626		$	688,358		$	(515)		$	851,562			$	677

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~~16.~~17. 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
July 2,
2022 July 3,
2021
Net income attributable to Cavco common stockholders $ 59,602 $ 27,046
Weighted average shares outstanding
Basic 8,918,280 9,198,229
Effect of dilutive securities 70,649 78,300
Diluted 8,988,929 9,276,529
Net income per share attributable to Cavco common stockholders
Basic $ 6.68 $ 2.94
Diluted $ 6.63 $ 2.92
Anti-dilutive common stock equivalents excluded 1,617 8,366


	Three Months Ended
		July 1, 2023		July 2, 2022
Net income attributable to Cavco common stockholders		$	46,357	$	59,602
Weighted average shares outstanding
Basic		8,670,434		8,918,280
Effect of dilutive securities		87,646		70,649
Diluted		8,758,080		8,988,929
Net income per share attributable to Cavco common stockholders
Basic		$	5.35	$	6.68
Diluted		$	5.29	$	6.63

Anti-dilutive common stock equivalents excluded		39		1,617

~~17.~~18. Fair Value Measurements

The book value and estimated fair value of our financial instruments were as follows (in thousands):


		July 2, 2022				April 2, 2022					July 1, 2023				April 1, 2023
		Book Value		Estimated Fair Value		Book Value		Estimated Fair Value			Book Value		Estimated Fair Value		Book Value		Estimated Fair Value
Available-for-sale debt securities	Available-for-sale debt securities	$	17,278	$	17,278	$	17,760	$	17,760	Available-for-sale debt securities	$	17,292	$	17,292	$	18,555	$	18,555
Marketable equity securities	Marketable equity securities	14,583		14,583		16,780		16,780		Marketable equity securities	9,798		9,798		9,989		9,989
Non-marketable equity investments	Non-marketable equity investments	20,818		20,818		20,479		20,479		Non-marketable equity investments	5,050		5,050		5,073		5,073
Consumer loans receivable	Consumer loans receivable	49,587		52,208		49,884		53,354		Consumer loans receivable	39,368		44,604		44,148		50,686

Commercial loans receivable	Commercial loans receivable	72,318		69,509		68,566		65,942		Commercial loans receivable	105,459		99,281		101,977		97,106
Other secured financing	Other secured financing	(2,791)		(2,781)		(2,933)		(3,119)		Other secured financing	(2,184)		(2,078)		(2,379)		(2,332)

See Note ~~19,~~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 ~~the rights to receive a portion of the interest coupon and fees collected from the mortgagors for performing specified mortgage servicing activities. MSRs are~~ recorded at fair value in Prepaid expenses and other current assets on the Consolidated Balance Sheets.


		July 2, 2022			April 2, 2022				July 1, 2023			April 1, 2023
Number of loans serviced with MSRs	Number of loans serviced with MSRs	4,216			4,346			Number of loans serviced with MSRs	4,018			4,070
Weighted average servicing fee (basis points)	Weighted average servicing fee (basis points)	34.70			34.76			Weighted average servicing fee (basis points)	34.69			34.71
Capitalized servicing multiple	Capitalized servicing multiple	101.5		%	85.07		%	Capitalized servicing multiple	176.5		%	98.99		%
Capitalized servicing rate (basis points)	Capitalized servicing rate (basis points)	35.22			29.57			Capitalized servicing rate (basis points)	61.23			34.36
Serviced portfolio with MSRs (in thousands)	Serviced portfolio with MSRs (in thousands)	$	543,871		$	560,178		Serviced portfolio with MSRs (in thousands)	$	512,707		$	520,458
MSRs (in thousands)	MSRs (in thousands)	$	1,915		$	1,656		MSRs (in thousands)	$	3,140		$	1,788

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~~18.~~19. Related Party Transactions

We have non-marketable equity investments in other distribution operations outside of Company-owned retail stores. In the ordinary course of business, we sell homes and lend to certain of these operations through our commercial lending programs. For the three months ended July ~~2, 2022~~1, 2023 and July ~~3, 2021,~~2, 2022, the total amount of sales to related parties was ~~$17.2~~$15.1 million and ~~$14.8~~$17.2 million, respectively. As of July ~~2, 2022,~~1, 2023, receivables from related parties included ~~$5.3~~$6.5 million of accounts receivable and ~~$1.8~~$5.1 million of commercial loans outstanding. As of April ~~2, 2022,~~1, 2023, receivables from related parties included ~~$3.3~~$5.7 million of accounts receivable and ~~$2.6~~$4.7 million of commercial loans outstanding.

~~19. Acquisitions~~20. Acquisition

On ~~July 4, 2021,~~January 3, 2023 (the "Acquisition Date"), we ~~obtained an additional 20% ownership interest in Craftsman~~completed the acquisition of Solitaire Homes, LLC and Craftsman Homes Development, LLC (“the Entities”) which gave us a controlling interest. Accordingly, we now consolidate the Entities and the results of operations have been included in the accompanying Consolidated Financial Statements since the date of acquisition.

~~On September 24, 2021, we purchased certain manufactured housing assets and assumed certain liabilities of Commodore,~~ including ~~its six~~their four manufacturing facilities and ~~two wholly-owned~~twenty-two retail ~~locations. In addition~~locations by acquiring 100% of the outstanding stock of Solitaire Homes for $110.8 million, subject to ~~manufacturing, Commodore also participates in commercial lending operations with its dealers. The transaction was accounted for as a business combination~~customary adjustments.

Our provisional estimates of the fair values of the assets that we acquired and the ~~results~~liabilities that we assumed were based on the information that was available as of ~~operations have been included~~the Acquisition Date. We are continuing to evaluate the underlying inputs and assumptions used in our valuations. Accordingly, these provisional estimates are subject to change during the ~~accompanying Consolidated Financial Statements since~~measurement period, which is up to one year from the ~~date~~Acquisition Date. During the first quarter of ~~acquisition.~~fiscal 2024, we made certain adjustments to the assets and liabilities based on information that became available.

The following table presents our provisional estimates of the fair values of the assets that we acquired and the liabilities that we assumed on the Acquisition Date as of the end of the 2024 first quarter (in thousands):


	January 3, 2023		Adjustments		January 3, 2023 (as Adjusted at July 1, 2023)
Cash	$	5,119	$	(77)	$	5,042
Investments	334		—		334
Accounts receivable	3,536		(778)		2,758
Inventories	58,045		(54)		57,991
Property, plant and equipment	36,109		(70)		36,039
Other current assets	1,519		—		1,519
Intangible assets(1)	3,400		—		3,400
Total identifiable assets acquired	108,062		(979)		107,083
Accounts payable and accrued liabilities	11,251		(28)		11,223
Net identifiable assets acquired	96,811		(951)		95,860
Goodwill(2)	13,970		951		14,921
Net assets acquired	$	110,781	$	—	$	110,781

(1) Includes $1.3 million assigned to trade names, which are considered indefinite lived intangible assets and are not subject to amortization, $1.9 million assigned to customer-related intangibles, subject to a useful life of 10 years amortized on a straight-line basis, and $0.2 million for covenants not to compete from the sellers amortized on a straight-line basis over the term of 5 years.

(2) Attributable to the Factory-built housing segment, all of which will be deductible for income tax purposes.

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Pro Forma Impact of ~~Acquisitions (unaudited)~~Acquisition (Unaudited). The following table presents supplemental pro forma information as if the ~~acquisitions~~above acquisition had occurred on April ~~4, 2021~~3, 2022 (in thousands, except per share data):

Three Months Ended

July 3,2,
~~2021~~2022

Net revenue

~~411,752~~624,511

Net income attributable to Cavco common stockholders

~~28,022~~61,645

Diluted net income per share

~~3.02~~6.86

~~20.~~21. Business Segment Information

We operate principally in 2two 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						Three Months Ended
			July 2, 2022		July 3, 2021				July 1, 2023		July 2, 2022
Net revenue
Net revenue:							Net revenue:
Factory-built housing	Factory-built housing		$	572,597	$	312,283	Factory-built housing		$	457,109	$	572,597
Financial services	Financial services		15,741		18,139		Financial services		18,766		15,741
			$	588,338	$	330,422			$	475,875	$	588,338

Income (loss) before income taxes
Income (loss) before income taxes:							Income (loss) before income taxes:
Factory-built housing	Factory-built housing		$	79,772	$	33,559	Factory-built housing		$	61,825	$	79,772
Financial services	Financial services		(462)		1,919		Financial services		(1,148)		(462)
			$	79,310	$	35,478			$	60,677	$	79,310

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		July 2, 2022		April 2, 2022			July 1, 2023		April 1, 2023
Total assets:	Total assets:					Total assets:
Factory-built housing	Factory-built housing	$	962,704	$	929,535	Factory-built housing	$	1,151,632	$	1,107,555
Financial services	Financial services	221,096		225,437		Financial services	201,415		200,420
		$	1,183,800	$	1,154,972		$	1,353,047	$	1,307,975

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~~Item~~45Item 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 ~~are typically included,~~include, for example, in discussions regarding the manufactured housing and site-built housing industries; 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~~"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; ~~increasing~~trends in interest ~~rates;~~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 ~~the COVID-19 pandemic ("COVID-19") or~~ any ~~other~~ pandemic or outbreak; ~~labor shortages and~~geopolitical conditions (including the ~~pricing~~continuing Russia-Ukraine conflict); 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 ~~on Form 10-Q ("Report")~~ speak only as of the date of this ~~report~~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~~2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission ~~("Form~~(the "Form 10-K").

Introduction

The following should be read in conjunction with ~~Cavco Industries, Inc. and its subsidiaries' (collectively, "we," "us," "our,"~~ the ~~"Company" or "Cavco")~~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~~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 ~~MidCountry.~~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 ("~~Fannie~~FNMA" or "Fannie Mae") and Federal Home Loan Mortgage Corporation ("~~Freddie~~FHLMC" or "Freddie Mac") seller/servicer, and a Government National Mortgage Association ("~~Ginnie~~GNMA" or "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 primarily to owners of manufactured homes.

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We operate 26a total of 31 homebuilding production lines 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 and Emlenton, Pennsylvania; Martinsville and Rocky Mount, Virginia; ~~Cherryville,~~Crouse and Hamlet, North Carolina; ~~and~~ Ocala and Plant City, ~~Florida. The majority of the homes produced are sold to,~~Florida; and ~~distributed by, independently owned and controlled retail operations located throughout the United States and Canada. In addition,~~two in Ojinaga, Mexico. We distribute our homes ~~are sold~~ through 45a large network of independent distribution points in 48 states and Canada and 68 Company-owned U.S. retail ~~locations.~~

~~Included~~stores, of which 41 are located in the above figures are two recent acquisitions. On July 4, 2021, we purchased an additional 20% ownership in Craftsman Homes, LLC and Craftsman Homes Development, LLC (collectively known as "Craftsman") in addition to our existing 50% ownership, making us controlling owner. Craftsman is a manufactured home retailer with four locations in Nevada selling Company and other manufacturer branded homes. They also provide general construction to setup the customer's property and assist with multi-home developments and multi-family dwellings. The transaction was accounted for as a business combination achieved in stages and the results of operations have been included in the accompanying Consolidated Financial Statements since the date of the acquisition of the additional 20% interest, with a reduction for the earnings attributable to the noncontrolling shareholder.

On September 24, 2021, we purchased certain manufactured housing assets and assumed certain liabilities of The Commodore Corporation ("Commodore"), including its six manufacturing facilities and two wholly-owned retail locations. In addition to manufacturing, Commodore also participates in commercial lending operations with its dealers. The transaction was accounted for as a business combination and the results of operations have been included in the accompanying Consolidated Financial Statements since the date of acquisition.Texas.

Company and Industry Outlook

According to data reported by the Manufactured Housing Institute, industry home shipments ~~increased 13.4%~~ for the ~~first 5 months of~~ calendar year ~~2022~~through May 2023 were 35,714, a decrease of 29.0% compared to 50,278 shipments in the same calendar period last year.

~~The~~ Higher interest rates and continued inflationary pressures have tempered industry demand. However, the manufactured housing industry offers solutions to the ~~affordable~~ housing crisis ~~and these shipment numbers reflect the industry's ability to produce in the current environment. The~~with lower average price per square foot ~~for a manufactured home is usually lower~~ than a site-built ~~home. Also, based on~~home and the comparatively low cost associated with manufactured home ownership ~~our products have traditionally competed~~remains competitive with rental ~~housing's monthly payment affordability.~~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~~flexible building capabilities provide us with a competitive advantage. We are focused on building quality, energy efficient homes for the modern home buyer. Our green building initiatives involve the creation of an energy efficient envelope ~~including~~resulting in lower utility costs, as well as the higher utilization of renewable materials ~~and provide lower utility costs.~~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.

~~Table of Contents~~

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 ~~owners~~operators and residential developers (see Note 7 to the Consolidated Financial Statements). Our involvement in commercial ~~loans~~lending helps to increase the availability of manufactured home financing to distributors, community ~~owners~~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.

~~Home order rates have moderated from the extreme highs we saw during the summer~~Table of ~~2020 to the summer of 2021. However, o~~Contents

~~ur backlogs at July 2, 2022 were~~

~~$1.0 billion~~
~~, consistent with the sequential prior quarter of~~ ~~$1.1 billion~~ ~~and~~ ~~up $206 million, or 26.3%,~~ ~~compared to~~ ~~$792 million~~ ~~at July 3, 2021. The year over year increase includes $231 million attributable to Commodore.~~ ~~Backlogs exclude home orders that have been paused or canceled at the request of the customer.~~

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 ~~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 July 1, 2023 was $177 million compared to $244 million at April 1, 2023, a decrease of $67 million and down $823 million compared to $1.0 billion at July 2, 2022.

While it is difficult to predict the future of housing demand, employee availability, supply chain and Company performance and operations, maintaining an appropriately sized and well-trained workforce is key to ~~increasing production to meet increased demand, and we face challenges in overcoming labor-related difficulties in the current environment to increase home production.~~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. ~~We believe our ability to recruit the workforce we need to help meet the overall need for affordable housing continues to improve.~~

~~Table of Contents~~

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									Three Months Ended
($ in thousands, except revenue per home sold)	($ in thousands, except revenue per home sold)	July 2, 2022		July 3, 2021		Change				($ in thousands, except revenue per home sold)	July 1, 2023		July 2, 2022		Change
Factory-built housing	Factory-built housing	$	572,597	$	312,283	$	260,314	83.4	%	Factory-built housing	$	457,109	$	572,597	$	(115,488)	(20.2)	%
Financial services	Financial services	15,741		18,139		(2,398)		(13.2)	%	Financial services	18,766		15,741		3,025		19.2	%
		$	588,338	$	330,422	$	257,916	78.1	%		$	475,875	$	588,338	$	(112,463)	(19.1)	%

Factory-built homes sold	Factory-built homes sold									Factory-built homes sold
by Company-owned retail sales centers	by Company-owned retail sales centers	873		723		150		20.7	%	by Company-owned retail sales centers	959		873		86		9.9	%
to independent retailers, builders, communities and developers	to independent retailers, builders, communities and developers	4,473		2,977		1,496		50.3	%	to independent retailers, builders, communities and developers	3,623		4,473		(850)		(19.0)	%
		5,346		3,700		1,646		44.5	%		4,582		5,346		(764)		(14.3)	%
Net factory-built housing revenue per home sold	Net factory-built housing revenue per home sold	$	107,108	$	84,401	$	22,707	26.9	%	Net factory-built housing revenue per home sold	$	99,762	$	107,108	$	(7,346)	(6.9)	%

In ~~the~~ factory-built housing, ~~segment, the increase in~~ Net revenue ~~was primarily~~decreased compared to the respective period in the prior year due to ~~an increase in the average sales price and the number of units sold. The~~ ~~higher~~lower home ~~prices were driven by product price increases. Home~~ sales volume ~~increased from~~and lower home selling prices, partially offset by the addition of ~~Commodore, which provided~~ ~~$101 million in Net revenue~~ ~~for the three months ended July 2, 2022, and higher factory capacity utilization.~~Solitaire Homes.

Net factory-built housing revenue per home sold is a volatile metric dependent upon several factors. A primary factor is the price disparity between sales of homes to independent distributors, builders, communities and developers and sales of homes to consumers by Company-owned retail stores. Wholesale sales prices are primarily comprised of the home and the cost to ship the home from a homebuilding facility to the home-site. Retail home prices include these items and retail markup, as well as items that are largely subject to home buyer discretion, including, but not limited to, installation, utility connections, site improvements, landscaping and additional services. Our homes are constructed in one or more floor sections ("modules") which are then installed on the customer's site. Changes in the number of modules per home, the selection of different home types/models and optional home upgrades create changes in product mix, also causing fluctuations in this metric. ~~The table below presents the mix~~

Table of ~~modules and homes sold for~~Contents

For the three months ended July ~~2, 2022~~1, 2023, Net revenue in Financial Services increased 19.2% primarily due to realized and ~~July 3, 2021:~~unrealized gains on marketable equity securities in the insurance subsidiary's portfolio compared to losses during the prior year period and more insurance policies in force in the current period compared to the prior period. This was partially offset by lower interest income earned on the acquired consumer loan portfolios.

Gross Profit













	Three Months Ended
($ in thousands)	July 1, 2023			July 2, 2022			Change
Factory-built housing	$	113,368		$	139,586		$	(26,218)	(18.8)	%
Financial services	4,511			5,138			(627)		(12.2)	%
	$	117,879		$	144,724		$	(26,845)	(18.5)	%

Gross profit as % of Net revenue
Consolidated	24.8		%	24.6		%	N/A		0.2	%
Factory-built housing	24.8		%	24.4		%	N/A		0.4	%
Financial services	24.0		%	32.6		%	N/A		(8.6)	%

Factory-built housing Gross profit percentage increased primarily due to favorable material costs.

In Financial services, Gross profit and Gross profit percentage decreased primarily due to higher insurance claims from Arizona and Texas weather related events partially offset by greater realized and unrealized gains on marketable equity securities in the current period compared to the same period last year.

Selling, General and Administrative Expenses









	Three Months Ended
($ in thousands)	July 1, 2023			July 2, 2022			Change
Factory-built housing	$	56,021		$	60,923		$	(4,902)	(8.0)	%
Financial services	5,659			5,213			446		8.6	%
	$	61,680		$	66,136		$	(4,456)	(6.7)	%
Selling, general and administrative expenses as % of Net revenue	13.0		%	11.2		%	N/A		1.8	%

Selling, general and administrative expenses decreased primarily from lower legal expenses, professional fees and incentive compensation expense, partially offset by higher expenses reflecting the addition of Solitaire Homes.

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Three Months Ended
July 2,
2022 July 3,
2021 Change
Modules Homes Modules Homes Modules Homes
HUD code homes 8,515 4,854 5,652 3,276 50.7 % 48.2 %
Modular homes 486 251 468 226 3.8 % 11.1 %
Park model RVs 241 241 198 198 21.7 % 21.7 %
9,242 5,346 6,318 3,700 46.3 % 44.5 %

Financial services segment revenue decreased primarily due to lower interest income earned on the acquired consumer loan portfolios that continue to amortize, unrealized losses on marketable equity securities in the insurance subsidiary's portfolio and lower volume of home loan sales, partially offset by more insurance policies in force. For the three months ended July 2, 2022 and July 3, 2021, we recognized unrealized losses on marketable equity securities of $1.2 million and unrealized gains of $0.4 million, respectively.

~~Gross Profit~~

Three Months Ended
($ in thousands) July 2,
2022 July 3,
2021 Change
Factory-built housing $ 139,586 $ 66,273 $ 73,313 110.6 %
Financial services 5,138 7,740 (2,602) (33.6) %
$ 144,724 $ 74,013 $ 70,711 95.5 %
Gross profit as % of Net revenue
Consolidated 24.6 % 22.4 % N/A 2.2 %
Factory-built housing 24.4 % 21.2 % N/A 3.2 %
Financial services 32.6 % 42.7 % N/A (10.1) %

Factory-built housing gross profit increased for the three months ended July 2, 2022 primarily due to higher average sales prices, increased home sales volume and streamlining of our HUD code product offering across our network, partially offset by higher materials costs per unit. We continue to monitor and react to inflation in building material prices by maintaining a focus on our product pricing; however, product price increases may lag behind the escalation of building material costs.

For the three months ended July 2, 2022, Financial services gross profit decreased primarily due to higher weather related claims and unrealized losses on marketable equity securities compared to unrealized gains in the prior year period.

~~Table of Contents~~

~~Selling, General and Administrative Expenses~~

Three Months Ended
($ in thousands) July 2,
2022 July 3,
2021 Change
Factory-built housing $ 60,923 $ 35,497 $ 25,426 71.6 %
Financial services 5,213 5,335 (122) (2.3) %
$ 66,136 $ 40,832 $ 25,304 62.0 %
Selling, general and administrative expenses as % of Net revenue 11.2 % 12.4 % N/A (1.2) %

For the three months ended July 2, 2022, Selling, general and administrative expenses related to factory-built housing increased between periods primarily from the addition of Commodore, higher salary and incentive-based compensation expense and expenses incurred in engaging third-party consultants in relation to claiming the non-recurring energy efficient home net tax credits which were recognized in the second half of fiscal 2022.

~~As a percentage of Net revenue, Selling, general and administrative expenses improved 120 basis points from better utilization of fixed costs on higher sales.~~

Other Components of Net Income


		Three Months Ended											Three Months Ended
($ in thousands)	($ in thousands)	July 2, 2022			July 3, 2021			Change				($ in thousands)	July 1, 2023			July 2, 2022			Change
Interest income												Interest income	$	4,618		$	1,314		$	3,304	251.4	%
Interest expense	Interest expense	$	161		$	164		$	(3)	(1.8)	%	Interest expense	(266)			(161)			(105)		65.2	%
Other income, net		883			2,461			(1,578)		(64.1)	%
Other income (expense), net												Other income (expense), net	126			(431)			557		N/M
Income tax expense	Income tax expense	19,616			8,432			11,184		132.6	%	Income tax expense	(14,266)			(19,616)			(5,350)		(27.3)	%
Effective tax rate	Effective tax rate	24.7		%	23.8		%	N/A		0.9	%	Effective tax rate	23.5		%	24.7		%	N/A		(1.20)	%

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 income (expense), 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. ~~Other income, net declined from~~For the three months ended July 1, 2023, we recognized a ~~$1.1~~$0.1 million ~~unrealized loss~~gain on corporate marketable investments ~~and lower interest income on reduced cash balances.~~compared to a $1.1 million loss in the prior year.

Liquidity and Capital Resources

We believe that cash and cash equivalents at July ~~2, 2022,~~1, 2023, together with cash flow from operations, will be sufficient to fund our operations, cover our obligations and provide for growth for the next 12 months and into the foreseeable future. We maintain cash in U.S. Treasury and other money market funds, some of which are in excess of federally insured ~~limits.~~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. ~~Because~~We have sufficient liquid resources including our recently implemented $50.0 million Revolving Credit Facility, of ~~our sufficient cash position, we have not historically sought external sources of liquidity, with the exception of certain credit facilities for our home-only lending programs.~~which no amounts were outstanding at July 1, 2023. Regardless, depending on our operating results and strategic opportunities, we may choose to seek additional or alternative sources of financing in the future. There can be no assurance that such financing would be available on satisfactory terms, if at all. If this financing were not available, it could be necessary for us to reevaluate our long-term operating plans to make more efficient use of our existing capital resources at such time. The exact nature of any changes to our plans that would be considered depends on various factors, such as conditions in the factory-built housing industry and general economic conditions outside of our control.

~~Table of Contents~~

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.

Table of Contents

The following is a summary of the Company's cash flows for the three months ended July 1, 2023 and July 2, 2022, ~~and July 3, 2021,~~ respectively:


		Three Months Ended							Three Months Ended
(in thousands)	(in thousands)	July 2, 2022		July 3, 2021		$ Change		(in thousands)	July 1, 2023		July 2, 2022		$ Change
Cash, cash equivalents and restricted cash at beginning of the fiscal year	Cash, cash equivalents and restricted cash at beginning of the fiscal year	$	259,334	$	339,307	$	(79,973)	Cash, cash equivalents and restricted cash at beginning of the fiscal year	$	283,490	$	259,334	$	24,156
Net cash provided by operating activities	Net cash provided by operating activities	58,240		24,275		33,965		Net cash provided by operating activities	82,293		58,240		24,053
Net cash used in investing activities		(24,399)		(3,616)		(20,783)
Net cash provided (used) by investing activities								Net cash provided (used) by investing activities	2,086		(24,399)		26,485
Net cash used in financing activities	Net cash used in financing activities	(40,213)		(13,150)		(27,063)		Net cash used in financing activities	(1,490)		(40,213)		38,723
Cash, cash equivalents and restricted cash at end of the period	Cash, cash equivalents and restricted cash at end of the period	$	252,962	$	346,816	$	(93,854)	Cash, cash equivalents and restricted cash at end of the period	$	366,379	$	252,962	$	113,417

Net cash provided by operating activities increased primarily from ~~higher~~reductions in accounts receivable, inventories and prepaid expenses and other current assets. These increases were partially offset by lower 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 $4.8~~decreased $10.8 million to $36.7 million for the three months ended July 1, 2023 from $47.5 million for the three months ended July 2, 2022, and proceeds from ~~$42.7~~sales of consumer loans decreased $5.5 million.

Commercial loan originations increased $5.9 million to $28.7 million for the three months ended July ~~3, 2021.~~1, 2023 from $22.8 million for the three months ended July 2, 2022. Proceeds from the collection on commercial loans provided $25.2 million this year, compared to $19.0 million in the prior year, a net increase of $6.2 million.

Net cash ~~used in~~for investing activities consists of buying and selling debt and marketable equity securities in our Financial Services segment, p~~urchases~~purchases of property, plant and equipment and funding strategic growth acquisitions. ~~Greater cash~~Cash used in the ~~current~~prior year period reflects the purchase of our plant facilities in Hamlet, North Carolina.

Net cash used in financing activities for the ~~current~~prior year period was primarily for the repurchase of common ~~stock~~.stock.

See Note 1415 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 ~~our Annual Report on~~the Form 10-K.

Critical Accounting Estimates

~~Except as described in Note 1 to the Consolidated Financial Statements, there~~There have been no ~~other~~ significant changes to our critical accounting estimates during the three months ended July ~~2, 2022,~~1, 2023, as compared to those disclosed in Part II, Item 7 of ~~our~~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 ~~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.

~~Table of Contents~~

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.

Table of Contents

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 July ~~2, 2022,~~1, 2023, its disclosure controls and procedures were effective.

(b) Changes in Internal Control ~~over~~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 July ~~2, 2022 which~~1, 2023 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 1415 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 and Issuer Repurchases of Equity Securities

Issuer Purchases of Equity Securities

As announced on ~~October 29, 2020~~May 26, 2022 in a current report on Form 8-K, the Company's Board of Directors approved a $100 million stock repurchase program ~~to purchase its outstanding common stock. The program was completed~~with the same terms and conditions as the previous plan. There were no repurchases during the ~~first~~fiscal quarter ~~of fiscal year 2023. The repurchase program was funded using our~~ended July 1, 2023 and $35.7 million remains available ~~cash. The following table sets forth repurchases of our common stock during the current quarter:~~under this program.

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of the Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (in thousands)
April 3, 2022 to
May 7, 2022
163,040 $ 238.96 163,040 $ —
May 8, 2022 to June 4, 2022 — — — —
June 5, 2022 to July 2, 2022 — — — —
163,040 $ 238.96 163,040 $ —

~~As announced on May 26, 2022 in a current report on Form 8-K,~~On August 1, 2023, the Company's Board of Directors approved another $100 million stock repurchase program with the same terms and conditions as the previous ~~plan. There have been no~~plans. This increases the total amount available for repurchases to $135.7 million. The repurchase programs are funded using our available cash. Repurchases may be made ~~under this program.~~in the open market or in privately negotiated transactions in compliance with applicable state and federal securities laws and other legal requirements. The level of repurchase activity is subject to market conditions and other investment opportunities. The repurchase programs do not obligate us to acquire any particular amount of common stock and may be suspended or discontinued at any time.

Item 5. Other Information

~~There is no other information required to be disclosed under this item which was not previously disclosed.~~Rule 10b5-1 Plan Adoptions and Modifications

No officers or directors entered into a 10b5-1 plan during the three months ended July 1, 2023.

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Item 6. Exhibits

Exhibit No.

Exhibit

Exhibit No.

Exhibit

10.1*

(1)

2023 Omnibus Equity Incentive Plan

31.1

(1)

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Rule 13a-14(a)/15d-14(a)

31.1

(2)

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Rule 13a-14(a)/15d-14(a)

31.2

(1)

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Rule 13a-14(a)/15d-14(a)

31.2

(2)

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Rule 13a-14(a)/15d-14(a)

(2)

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(3)

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.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.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation 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)

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Management Contract or Compensatory Plan, Contract or Arrangement

(1) Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on August 1, 2023.

(2) Filed herewith.

(3) Furnished herewith.

All other items required under Part II are omitted because they are not applicable.

~~(1) Filed herewith.~~

~~(2) Furnished herewith.~~

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Table of Contents

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	August ~~5, 2022~~4, 2023
William C. Boor	(Principal Executive Officer)

/s/ Allison K. Aden	Executive Vice President, Chief Financial Officer & Treasurer	August ~~5, 2022~~4, 2023
Allison K. Aden	(Principal Financial Officer)

2827










	Three Months Ended
	July 2, 2022				July 3, 2021
	Written		Earned		Written		Earned
Direct premiums	$	7,728	$	7,050	$	6,839	$	5,996
Assumed premiums—nonaffiliated	9,028		7,957		8,574		7,378
Ceded premiums—nonaffiliated	(4,229)		(4,229)		(3,647)		(3,647)
	$	12,527	$	10,778	$	11,766	$	9,727


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of the Publicly Announced Program	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (in thousands)
April 3, 2022 to May 7, 2022	163,040	$	238.96	163,040	$	—
May 8, 2022 to June 4, 2022	—	—		—	—
June 5, 2022 to July 2, 2022	—	—		—	—
	163,040	$	238.96	163,040	$	—