CAVCO INDUSTRIES, INC.
Forward-Looking Statements
Statements in this Report on Form 10-Q 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, as amended (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, for example, in discussions regarding the manufactured
housing and site-built housing industries; our financial performance and
operating results; the expected effect of certain risks and uncertainties on our
business, financial condition and results of operations; economic conditions and
consumer confidence; operational and legal risks; how the Company may be
affected by the novel coronavirus COVID-19 pandemic ("COVID-19") or any other
pandemic or outbreak; labor shortages and the pricing and availability of raw
materials; governmental regulations and legal proceedings; the availability of
favorable consumer and wholesale manufactured home financing; market interest
rates and Company investments and the ultimate outcome of our commitments and
contingencies. Forward-looking statements contained in this Report on Form 10-Q
speak only as of the date of this report or, in the case of any document
incorporated by reference, the date of that document. We do not intend to
publicly update or revise any forward-looking statement contained in this Report
on Form 10-Q 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.
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 in Risk
Factors in Part I, Item 1A of our 2021 Annual Report on Form 10-K filed with the
Securities and Exchange Commission ("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")
Consolidated Financial Statements and the related Notes that appear in Item 1 of
this Report. References to "Note" or "Notes" pertain to the Notes to our
Consolidated Financial Statements.
Company Overview
Headquartered in Phoenix, Arizona , we design and produce factory-built housing
products primarily distributed through a network of independent and
Company-owned retailers, planned community operators and residential developers.
We are one of the largest producers of manufactured homes in the United States ,
based on reported wholesale shipments. Our products are marketed under a variety
of brand names including Cavco, Fleetwood, Palm Harbor , Nationwide, Fairmont,
Friendship, Chariot Eagle, Destiny, Commodore, Colony, Pennwest, R-Anell,
Manorwood and Midcountry. We are also one of the leading producers of park model
RVs, vacation cabins and factory-built commercial structures. Our finance
subsidiary, CountryPlace Acceptance Corp. ("CountryPlace"), is an approved
Federal National Mortgage Association and Federal Home Loan Mortgage Corporation
("Freddie Mac") seller/servicer and a Government National Mortgage Association
("Ginnie Mae") mortgage-backed securities issuer that offers conforming
mortgages, non-conforming mortgages and home-only loans to purchasers of
factory-built homes. Our insurance subsidiary, Standard Casualty Company
("Standard Casualty"), provides property and casualty insurance to owners of
manufactured homes.
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We operate 26 homebuilding production lines located inMillersburg andWoodburn, Oregon ;Riverside, California ;Nampa, Idaho ;Phoenix andGoodyear, Arizona ;Austin ,Fort Worth ,Seguin andWaco, Texas ;Montevideo, Minnesota ;Dorchester, Wisconsin ;Nappanee andGoshen, Indiana ;Lafayette, Tennessee ;Douglas andMoultrie, Georgia ;Shippenville andEmlenton, Pennsylvania ;Martinsville andRocky Mount, Virginia ;Cherryville, North Carolina ; andOcala andPlant City, Florida . The majority of the homes produced are sold to, and distributed by, independently owned and controlled retail operations located throughoutthe United States andCanada . In addition, our homes are sold through 46 Company-ownedU.S. retail locations. Included in the above figures are two recent acquisitions. OnJuly 4, 2021 , we purchased an additional 20% ownership inCraftsman Homes, LLC andCraftsman Homes Development, LLC (collectively known as "Craftsman") in addition to our existing 50% ownership, making us controlling owner. Craftsman is a manufactured home street retailer with four locations inNevada selling Company and other manufacturer branded homes. They also provide general construction to setup the home 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 of the noncontrolling shareholder. OnSeptember 24, 2021 , we purchased certain manufactured housing assets and assumed certain liabilities ofThe 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. Company and Industry Outlook According to data reported by theManufactured Housing Institute , industry home shipments increased 14.3% for the first 8 months of calendar year 2021 compared to the same period in the prior year, which was impacted by shutdowns related to COVID-19. However, we did not experience any significant factory shutdowns in the prior year period, in contrast to certain other industry participants. The industry offers solutions to the affordable housing crisis and these industry shipment numbers do not represent demand; instead, they represent the industry's ability to produce in the current environment. The average price per square foot for a manufactured home is lower than a site-built home. Also, based on the relatively low cost associated with manufactured home ownership, our products have traditionally competed with rental housing's monthly payment affordability. The two largest manufactured housing consumer demographics, young adults and those who are age 55 and older, are both growing. "First-time" and "move-up" buyers of affordable homes are historically among the largest segments of new manufactured home purchasers. Included in this group are lower-income households that are particularly affected by periods of low employment rates and underemployment. Consumer confidence is especially important among manufactured home buyers interested in our products for seasonal or retirement living. We seek out niche market opportunities where our diverse product lines and custom building capabilities provide a competitive advantage. Our green building initiatives involve the creation of an energy efficient envelope and higher utilization of renewable materials. These homes provide environmentally-friendly maintenance requirements, typically lower utility costs and sustainability. 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. 24
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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 and developers (see Note 7 to the Consolidated Financial Statements). Our involvement in commercial loans helps to increase the availability of manufactured home financing to distributors, community owners and developers and provides additional opportunity for product exposure to potential home buyers. While these initiatives support our ongoing efforts to expand product distribution, they 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 directly with other industry participants to develop secondary market opportunities for manufactured home-only loan portfolios and expand lending availability in the industry. Additionally, we continue to invest in community-based lending initiatives that provide home-only financing to new 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 financial services segment, as well as provide a means that could lead to increased home sales for our factory-built housing operations. Operational efficiencies have declined from hiring challenges, higher and largely unpredictable factory employee absenteeism and other inefficiencies from building material supply shortages. Accordingly, our total average plant capacity utilization rate was approximately 75% during the second fiscal quarter of 2022, which remains consistent with that of our first quarter of fiscal 2022. Housing demand remains strong as well-qualified individuals continue pursuing home-ownership, bolstered by the low home loan interest rates. Home order rates are starting to gradually decline from the extreme highs we saw in the past few quarters, but still remain above pre-COVID rates, which were considered to be strong. Our backlogs atOctober 2, 2021 were$1.1 billion , up$315 million or 39.8% compared to$792 million atJuly 3, 2021 , and up$787 million or 245.4% compared to$321 million atSeptember 26, 2020 . These increases include$279 million attributable to the Commodore acquisition. Backlog excludes home orders that have been paused or canceled at the request of the customer. Key housing building materials include wood and wood products, gypsum wallboard, steel, windows, appliances, insulation and other petroleum-based products. 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 increases may lag behind the escalation of such costs. Availability of these products has not caused a production halt 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. While it is difficult to predict the future of housing demand, employee availability, supply chain and Company performance and operations, maintaining an appropriately sized and well-trained workforce is key to increasing production to meet increased demand, and we face challenges in overcoming labor-related difficulties in the current environment to increase home production. We continually review the wage rates of our production employees, and have established other monetary incentive and benefit programs, with a goal of providing competitive compensation. We also provide leadership training to new managers and other employees in supervisory roles to enhance communication and improve the oversight and motivation of other employees, more extensively use online 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. Regardless, we believe our ability to recruit the workforce we need to meet the overall need for affordable housing continues to improve. 25
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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 forGinnie 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. Although monthly collections of principal and interest from borrowers have exceeded scheduled principal and interest payments owed to investors, 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 OperationsNet Revenue . Three Months Ended ($ in thousands, except revenue per home October 2, September
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sold) 2021 2020 Change Factory-built housing$ 342,094 $ 240,967 $ 101,127 42.0 % Financial services 17,449 17,009 440 2.6 %$ 359,543 $ 257,976 $ 101,567 39.4 % Factory-built homes sold by Company-owned retail sales centers 710 763 (53) (6.9) % to independent retailers, builders, communities & developers 2,887 2,664 223 8.4 % 3,597 3,427 170 5.0 % Net factory-built housing revenue per home sold$ 95,105 $ 70,314 $ 24,791 35.3 % Six Months Ended ($ in thousands, except revenue per home October 2, September
26,
sold) 2021 2020 Change Factory-built housing$ 654,377 $ 479,057 $ 175,320 36.6 % Financial services 35,588 33,720 1,868 5.5 %$ 689,965 $ 512,777 $ 177,188 34.6 % Factory-built homes sold by Company-owned retail sales centers 1,433 1,515 (82) (5.4) % to independent retailers, builders, communities & developers 5,864 5,261 603 11.5 % 7,297 6,776 521 7.7 % Net factory-built housing revenue per home sold$ 89,678 $ 70,699 $ 18,979 26.8 % In the factory-built housing segment, the increase in Net revenues was primarily due to an increase in the average sales price and the number of units sold. The higher home prices were driven by product price increases and a shift toward more multi-section homes. Home sales volume increased from higher factory capacity utilization. 26
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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 of modules and homes sold for the three and six months ended October 2,
2021 and September 26, 2020 :
Three Months Ended
October 2, September 26,
2021 2020 Change
Modules Homes Modules Homes Modules Homes
U.S. Housing and Urban Development
code homes 5,548 3,154 5,030 2,979 10.3 % 5.9 %
Modular homes 519 254 484 223 7.2 % 13.9 %
Park model RVs 189 189 225 225 (16.0) % (16.0) %
6,256 3,597 5,739 3,427 9.0 % 5.0 %
Six Months Ended
October 2, September 26,
2021 2020 Change
Modules Homes Modules Homes Modules Homes
U.S. Housing and Urban Development
code homes 11,200 6,430 9,911 5,844 13.0 % 10.0 %
Modular homes 987 480 950 438 3.9 % 9.6 %
Park model RVs 387 387 494 494 (21.7) % (21.7) %
12,574 7,297 11,355 6,776 10.7 % 7.7 %
Financial services segment revenue increased primarily due to higher volume
in home loan sales and more insurance policies in force in the current year
compared to the prior year, partially offset by lower interest income earned on
the acquired consumer loan portfolios that continue to amortize and changes in
the value of the marketable equity securities in the financial services
portfolio. For the three and six months ended October 2, 2021 , we recognized
unrealized losses on marketable equity securities of $0.5 million and $0.1
million , respectively. For the three and six months ended September 26, 2020 , we
recognized gains of $0.7 million and $1.7 million , respectively.
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Gross Profit.
Three Months Ended
October 2, September 26,
($ in thousands) 2021 2020 Change
Factory-built housing $ 82,299 $ 46,155 $ 36,144 78.3 %
Financial services 7,629 7,386 243 3.3 %
$ 89,928 $ 53,541 $ 36,387 68.0 %
Gross profit as % of Net revenue
Consolidated 25.0 % 20.8 % N/A 4.2 %
Factory-built housing 24.1 % 19.2 % N/A 4.9 %
Financial services 43.7 % 43.4 % N/A 0.3 %
Six Months Ended
October 2, September 26,
($ in thousands) 2021 2020 Change
Factory-built housing $ 148,572 $ 93,147 $ 55,425 59.5 %
Financial services 15,369 15,717 (348) (2.2) %
$ 163,941 $ 108,864 $ 55,077 50.6 %
Gross profit as % of Net revenue
Consolidated 23.8 % 21.2 % N/A 2.6 %
Factory-built housing 22.7 % 19.4 % N/A 3.3 %
Financial services 43.2 % 46.6 % N/A (3.4) %
Factory-built housing gross profit increased primarily due to increased home
sales volume and higher average sales prices. 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. While lumber and other lumber related product market
prices have begun to decline, we have seen most other product prices increase,
offsetting those declines. Gross profit as a percentage of Net revenue also
increased from a shift toward more multi-section homes.
For the three months ended October 2, 2021 , Financial services gross profit
increased primarily due to lower weather-related claims volume, partially offset
by unrealized losses on marketable equity securities. For the six months ended
October 2, 2021 , gross profit decreased primarily due to higher weather-related
claims volume in the first quarter and unrealized losses on marketable equity
securities.
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Selling, General and Administrative Expenses.
Three Months Ended
October 2, September 26,
($ in thousands) 2021 2020 Change
Factory-built housing $ 40,347 $ 30,725 $ 9,622 31.3 %
Financial services 5,025 4,728 297 6.3 %
$ 45,372 $ 35,453 $ 9,919 28.0 %
Selling, general and administrative
expenses as % of Net revenue 12.6 % 13.7 % N/A (1.1) %
Six Months Ended
October 2, September 26,
($ in thousands) 2021 2020 Change
Factory-built housing $ 75,844 $ 61,462 $ 14,382 23.4 %
Financial services 10,360 9,314 1,046 11.2 %
$ 86,204 $ 70,776 $ 15,428 21.8 %
Selling, general and administrative
expenses as % of Net revenue 12.5 % 13.8 % N/A (1.3) %
Selling, general and administrative expenses related to factory-built housing
increased between periods primarily from higher salary and incentive-based
compensation expense and deal costs related to the Commodore acquisition which
were $2.1 million and $2.4 million for the three and six months ended October 2,
2021 , respectively. This was partially offset by a reduction in the amortization
of the additional Director and Officer insurance premium, added in the third
quarter of fiscal year 2019, which was $2.1 million and $4.2 million for the
three and six months ended September 26, 2020 , respectively, with no expense in
the current year.
In Financial services, Selling, general and administrative expenses increased
primarily from greater recognition of deferred origination costs on higher loan
sales and higher compensation expense.
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Other Components of Net Income.
Three Months Ended
October 2, September 26,
($ in thousands) 2021 2020 Change
Interest expense$ 203 $ 194 $ 9 4.6 % Other income, net 4,668 1,702 2,966 174.3 % Income tax expense 11,338 4,547 6,791 149.4 % Effective tax rate 23.1 % 23.2 % N/A (0.1) % Six Months Ended
October 2, September 26,
($ in thousands) 2021 2020 Change
Interest expense$ 367 $ 390 $ (23) (5.9) % Other income, net 7,129 3,578 3,551 99.2 % Income tax expense 19,770 9,553 10,217 107.0 % Effective tax rate 23.4 % 23.1 % N/A 0.3 % Interest expense consists primarily of debt service on the financings of manufactured home-only loans and interest related to finance leases. Other income, net primarily consists of realized and unrealized gains and losses on corporate investments, interest income related to commercial loan receivable balances, interest income earned on cash balances and gains and losses from the sale of property, plant and equipment. During the year, we also recognized a non-cash gain of$3.3 million on the remeasurement of the assets and liabilities of Craftsman. See Note 21 to the Consolidated Financial Statements for further information. Liquidity and Capital Resources We believe that cash and cash equivalents atOctober 2, 2021 , together with cash flow from operations, will be sufficient to fund our operations and provide for growth for the next 12 months and into the foreseeable future. We maintain cash inU.S. Treasury and other money market funds, some of which are in excess of federally insured limits. We expect to continue to evaluate potential acquisitions of, or strategic investments in, businesses that are complementary to the Company, as well as other expansion opportunities. Such transactions may require the use of cash and have other impacts on our liquidity and capital resources. Because of our sufficient cash position, we have not historically sought external sources of liquidity, with the exception of certain credit facilities for the home-only lending programs. Regardless, depending on our operating results and strategic opportunities, we may need to seek additional or alternative sources of financing in the future. There can be no assurance that such financing would be available on satisfactory terms, if at all. If this financing were not available, it could be necessary for us to reevaluate our long-term operating plans to make more efficient use of our existing capital resources at such time. The exact nature of any changes to our plans that would be considered depends on various factors, such as conditions in the factory-built housing industry and general economic conditions outside of our control. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, the assets owned by our insurance subsidiary are generally not available to satisfy the claims of Cavco or its 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 will be restricted per state regulations. 30
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The following is a summary of the Company's cash flows for the six months ended
Six Months Ended
October 2, September 26,
(in thousands) 2021 2020 $ Change
Cash, cash equivalents and restricted cash at
beginning of the fiscal year $ 339,307 $ 255,607 $ 83,700
Net cash provided by operating activities 80,087 74,609 5,478
Net cash used in investing activities (156,045) (82) (155,963)
Net cash used in financing activities (18,873) (865) (18,008)
Cash, cash equivalents and restricted cash at end
of the period $ 244,476 $
329,269
Net cash provided by operating activities increased primarily from higher net income and proceeds from consumer loan sales, which were$101.6 million this year compared to$80.6 million in the previous year. This increase was partially offset by rising costs of our raw materials and higher purchases of such materials, the timing of collections on accounts receivable and commercial loans receivable and payments on Accounts payable and Accrued expenses and other current liabilities. Consumer loan originations increased$3.0 million to$85.4 million for the six months endedOctober 2, 2021 from$82.4 million for the six months endedSeptember 26, 2020 . We enter into commercial loan arrangements with distributors, communities and developers under which we provide funds for financing homes. In addition, we enter into commercial loan arrangements with certain distributors of our products under which we provide funds for wholesale purchases. We have also invested in community-based lending initiatives that provide home-only financing to new residents of certain manufactured home communities. For additional information regarding our commercial loans receivable, see Note 7 to the Consolidated Financial Statements. Further, we invest in and develop home-only loan pools and lending programs to attract third party financier interest in order to grow sales of new homes through traditional distribution points. Decreased lending activity provided cash of$3.3 million while the prior period net activity provided$4.7 million in cash. Net cash used in investing activities consists of buying and selling debt and marketable equity securities in our Financial Services segment, purchases of property, plant and equipment and funding strategic growth acquisitions. Greater cash was used in the current period for the purchase of Craftsman and Commodore. Net cash used in financing activities for the current period was primarily for the repurchase of common stock. We entered into secured credit facilities with independent third-party banks to facilitate the origination of consumer home-only loans to be held for investment, secured by the manufactured homes which were subsequently pledged as collateral to the facilities. Upon completion of the draw down periods, these facilities were converted into an amortizing loan based on a 20 or 25-year amortization period with a balloon payment due upon maturity. As ofOctober 2, 2021 , the outstanding balance of the converted loans was$7.7 million with a weighted average interest rate of 4.91%. Contractual Commitments and Contingencies. There were no material changes to the contractual obligations as set forth in our Annual Report on Form 10-K. Critical Accounting Policies Except as described in Note 1 to the Consolidated Financial Statements, there have been no other significant changes to our critical accounting policies during the six months endedOctober 2, 2021 , as compared to those disclosed in Part II, Item 7 of our Form 10-K, under the heading "Critical Accounting Policies," which provides a discussion of the critical accounting policies that management believes affect its more significant judgments and estimates used in the preparation of the Company's Consolidated Financial Statements. 31
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Other Matters Related Party Transactions. See Note 20 to the Consolidated Financial Statements for a discussion of our related party transactions. Off Balance Sheet Arrangements See Note 15 to the Consolidated Financial Statements for a discussion of our off-balance sheet commitments, which discussion is incorporated herein by reference. Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes from the quantitative and qualitative disclosures about market risk previously disclosed in the Form 10-K. Item 4. Controls and Procedures (a) Disclosure Controls and Procedures The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its President and Chief Executive Officer and its Principal 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 Principal Financial Officer concluded that, as ofOctober 2, 2021 , its disclosure controls and procedures were effective. (b) Changes in Internal Control over Financial Reporting There have been no changes in the Company's internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter endedOctober 2, 2021 which have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 32
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