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Item 9A. Controls and Procedures

2025-05-23 compared with 2024-05-24 · 280 added, 244 removed, 1271 unchanged (29% of the section changed)

5 unchanged sentences

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;

15 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 29, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 30, 2024 and April 1, 2023, and the related consolidated statements of comprehensive income, stockholders’ equity and redeemable noncontrolling interest, and cash flows for each of the three fiscal years in the period ended March 30, 2024, and the related notes of the Company and our report dated May 24, 2024 expressed an unqualified opinion.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 29, 2025 and March 30, 2024, the related consolidated statements of comprehensive income, stockholders’ equity and redeemable noncontrolling interest and cash flows for each of the three years in the period ended March 29, 2025, and the related notes to the consolidated financial statements and our report dated May 23, 2025 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management Report on Internal Controls Over Financial Reporting.

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

17 unchanged sentences

Rule 10b5-1 Trading Plans

A portion of the compensation of our executive officers is delivered in the form of deferred equity awards, including time and performance-based restricted stock unit awards.

This compensation design is intended to align our executive compensation with the interests of our stockholders.

Following the delivery of shares of our common stock under those equity awards, once any applicable service time vesting standards have been satisfied, our executive officers from time to time may engage in the open-market sale of some of those shares.

Our executive officers may also engage from time to time in other transactions involving our securities.

Transactions in our securities by our executive officers are required to be made in accordance with our Securities Trading Policy, which, among other things, requires that the transactions be in accordance with applicable U.S.

A portion of the compensation of our directors and executive officers is delivered in the form of deferred equity awards, including time and performance-based restricted stock unit awards.

This compensation design is intended to align our executive and director compensation with the interests of our stockholders.

Following the delivery of shares of our common stock under those equity awards, once any applicable vesting standards have been satisfied, our directors and executive officers from time to time may engage in the open-market sale of some of those shares.

They may also engage from time to time in other transactions involving our securities.

Transactions in our securities by our directors and executive officers are required to be made in accordance with our Securities Trading Policy, which, among other things, requires that the transactions be in accordance with applicable U.S.

federal securities laws that prohibit trading while in possession of material nonpublic information.

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information.

Our Securities Trading Policy permits our executive officers to enter into trading plans designed to comply with Rule 10b5-1.

Our Securities Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1.

Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our Company.

During the three months ended March 30, 2024, no director or officer of the Company has adopted or terminated a "Rule 10b5-1 trading arrangement" or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On January 15, 2025 , Susan Blount , a director , terminated her previously adopted plan of transactions intended to satisfy the affirmative defense provided by Rule 10b5-1(c).

This plan was entered into on September 13, 2024, was set to end on January 30, 2025, and provided for the sale of 1,500 shares of our common stock.

On March 5, 2025 , David Greenblatt , a director , terminated his previously adopted plan of transactions intended to satisfy the affirmative defense provided by Rule 10b5-1(c).

This plan was entered into on December 4, 2024, was set to end on April 15, 2025, and provided for the sale of 4,000 shares of our common stock.

During the three months ended March 29, 2025, no director or officer of the Company other than Ms.

Blount or Mr.

Greenblatt, adopted or terminated a "Rule 10b5-1 trading arrangement" or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

96 unchanged sentences

Exhibit 10.1.5 to the Quarterly Report on Form 10-Q filed on November 3, 2023

Form of Officer Indemnification Agreement

Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on February 2, 2024

Employment Agreement, dated as of April 1, 2019, by and between William C.

1 unchanged sentence

Exhibit 10.1 to the Current Report on Form 8-K filed on April 2, 2019

Employment Agreement, dated as of April 1, 2019, by and between Mickey R.

Dragash and Cavco Industries, Inc.

Exhibit 10.6 to the Current Report on Form 8-K filed on April 2, 2019

Release of Claims Agreement, dated March 5 , 2024, by and between Mickey R.

Dragash and Cavco Industries, Inc.

Filed herewith

Offer Letter, dated as of January 7, 2020, between the Company and Matthew Niño

6 unchanged sentences

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2021

Severance Agreement, dated May 20, 2020, by and between Steven K.

Like and Cavco Industries, Inc.

Exhibit 10.3.8 to the Annual Report on Form 10-K for the fiscal year ended March 28, 2020

Offer Letter, dated as of January 30, 2024, between the Company and Seth Schuknecht

Filed herewith

Exhibit 10.4.7 to the Annual Report on Form 10-K for the fiscal year ended March 30, 2024

Severance Agreement, dated February 13, 2024, by and between Seth Schuknecht and Cavco Industries, Inc.

Filed herewith

Executive Officer Incentive Plans for Fiscal Year 2022

Current Report on Form 8-K filed on July 2, 2021

Exhibit 10.4.9 to the Annual Report on Form 10-K for the fiscal year ended March 30, 2024

Offer Letter, dated as of July 30, 2024, between the Company and Regan Fackrell

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal year ended September 28, 2024

Executive Officer Incentive Plan for Fiscal Year 2025

Quarterly Report on Form 10-Q filed on August 2, 2024

Form of Officer Indemnification Agreement

Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on February 2, 2024

Form of Indemnification Agreement

5 unchanged sentences

Exhibit 10.3 to the Current Report on Form 8-K filed on July 26, 2021

Credit Agreement, dated as of November 22, 2022, among Cavco Industries, Inc., the guarantors party thereto, and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer.

Amended and Restated Credit Agreement, dated November 12, 2024, among Cavco Industries, Inc., the guarantors party thereto, and Bank of America, N.A., as administrative agent, swing line lender, and letter of credit issuer.

Exhibit 10.1 to the Current Report on Form 8-K filed on November 13, 2024

First Amendment to the Amended and Restated Credit Agreement, dated as of March 10, 2025, among Cavco Industries, Inc., the guarantors party thereto, and Bank of America, N.A., as administrative agent.

Filed herewith

Code of Conduct

Filed herewith

Securities Trading Policy, dated October 30, 2023

Securities Trading Policy, dated January 27, 2025

Filed herewith

9 unchanged sentences

Filed herewith

Number Exhibit Filed/Furnished Herewith or

Incorporated by Reference

Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C.

1 unchanged sentence

Furnished herewith

Number Exhibit Filed/Furnished Herewith or

Incorporated by Reference

Cavco Industries, Inc., Clawback Policy

38 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of March 30, 2024 and April 1, 2023

Consolidated Statements of Comprehensive Income for the Years Ended March 30, 2024, April 1, 2023 and April 2, 2022

Consolidated Statements of Stockholders' Equity And Redeemable Noncontrolling Interest for the Years Ended March 30, 2024, April 1, 2023 and April 2, 2022

Consolidated Statements of Cash Flows for the Years Ended March 30, 2024, April 1, 2023 and April 2, 2022

Consolidated Balance Sheets as of March 29, 2025 and March 30, 2024

Consolidated Statements of Comprehensive Income for the Years Ended March 29, 2025, March 30, 2024 and April 1, 2023

Consolidated Statements of Stockholders' Equity And Redeemable Noncontrolling Interest for the Years Ended March 29, 2025, March 30, 2024 and April 1, 2023

Consolidated Statements of Cash Flows for the Years Ended March 29, 2025, March 30, 2024 and April 1, 2023

Notes to Consolidated Financial Statements

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of Cavco Industries Inc.

(the Company) as of March 30, 2024 and April 1, 2023, the related consolidated statements of comprehensive income, stockholders' equity and redeemable noncontrolling interest and cash flows for each of the three years in the period ended March 30, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 30, 2024 and April 1, 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

and its subsidiaries (the Company) as of March 29, 2025 and March 30, 2024, the related consolidated statements of comprehensive income, stockholders’ equity and redeemable noncontrolling interest and cash flows for each of the three years in the period ended March 29, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 29, 2025 and March 30, 2024, and the results of its operations and its cash flows for each of the three years in the period ended March 29, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 29, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated May 23, 2025, expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

11 unchanged sentences

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or is required to be communicated to the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Warranty Reserve

As described in Note 1 to the consolidated financial statements, the Company provides retail home buyers, builders or developers with a one year warranty for manufacturing defects from the date of sale to the retail customer.

As described in Notes 1 and 12 to the financial statements, the Company provides retail home buyers, builders or developers with a one-year warranty for manufacturing defects from the date of sale to the retail customer.

Nonstructural components of a cosmetic nature are warranted for 120 days, except in specific cases where state laws require longer warranty terms.

3 unchanged sentences

We identified the warranty reserve as a critical audit matter because of the significant judgments made by management to estimate costs related to warranty reserves at the time of sale.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates of future warranty claims based on historical claims paid, specifically due to significant growth since inception, introduction of new product lines, acquisitions, and variability in repair costs.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates of future warranty claims based on historical claims paid, specifically due to significant growth since inception, mixture of product sales, and variability in repair costs.

Our audit procedures related to the Company’s significant estimates and assumptions of the warranty reserve included the following, among others:

• We obtained an understanding of the relevant controls related to the management’s estimation of the warranty accrual, including controls over the historical warranty claim data and projected

• We obtained an understanding of the relevant controls related to the management’s estimation of the warranty accrual, including controls over the historical warranty claim data and projected future warranty claims, and tested such controls for design and operating effectiveness.

• We tested management’s process for determining the warranty reserve by evaluating the reasonableness of significant assumptions related to the estimation of future claims and the related costs to repair items under warranty.

7 unchanged sentences

(Dollars in thousands, except per share amounts)

2024 April 1,

2025 March 30,

Current assets:

8 unchanged sentences

Prepaid expenses and other current assets 74,815 82,870

Total current assets 851,799 804,579

910,186 851,799

Restricted cash 585 585

7 unchanged sentences

Operating lease right-of-use assets 35,576 39,027

Deferred income taxes 1,853 —

Total assets $ 1,406,645 $ 1,354,160

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

5 unchanged sentences

Deferred income taxes — 4,575

Redeemable noncontrolling interest — 1,219

Total liabilities 342,063 320,749

Stockholders' equity:

11 unchanged sentences

Retained earnings 1,198,163 1,027,127

Accumulated other comprehensive loss ( 333 ) ( 615 )

Accumulated other comprehensive income (loss) 9 ( 333 )

Total stockholders' equity 1,064,582 1,033,411

Total liabilities, redeemable noncontrolling interest and stockholders' equity $ 1,354,160 $ 1,307,975

Total liabilities and stockholders' equity $ 1,406,645 $ 1,354,160

See accompanying Notes to Consolidated Financial Statements

2 unchanged sentences

(Dollars in thousands, except per share amounts)

2024 April 1,

2025 March 30,

2024 April 1,

11 unchanged sentences

Other income, net

849 385 6,658

Income before income taxes

29 unchanged sentences

Stockholders' Equity

Stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Total Redeemable Noncontrolling Interest

Stock Additional paid-in capital Retained earnings Accumulated other comprehensive (loss) income Total Redeemable Noncontrolling Interest

Shares Amount

Balance, April 2, 2022 9,292,278 $ 93 $ ( 61,040 ) $ 263,049 $ 628,756 $ ( 403 ) $ 830,455 $ 825

Initial value of noncontrolling interest upon transaction — — — — — — — 1,235

Net income — — — — 240,554 — 240,554 287

7 unchanged sentences

Net income — — — — 157,817 — 157,817 88

Other comprehensive loss, net — — — — — ( 212 ) ( 212 ) —

Other comprehensive income, net — — — — — 282 282 —

Net issuance of common stock under stock incentive plans 52,828 1 — 2,506 — — 2,507 —

3 unchanged sentences

Valuation adjustment — — — — — — — ( 33 )

Balance, April 1, 2023 9,337,125 $ 93 $ ( 164,452 ) $ 271,950 $ 869,310 $ ( 615 ) $ 976,286 $ 1,219

Conversion to mandatorily redeemable noncontrolling interest — — — — — — — ( 974 )

Balance, March 30, 2024 9,389,953 $ 94 $ ( 274,693 ) $ 281,216 $ 1,027,127 $ ( 333 ) $ 1,033,411 $ —

Net income — — — — 171,036 — 171,036 —

3 unchanged sentences

Common stock repurchases — — ( 149,931 ) — — — ( 149,931 ) —

Distributions — — — — — — — ( 300 )

Valuation adjustment — — — — — — — ( 33 )

Conversion to mandatorily redeemable noncontrolling interest — — — — — — — ( 974 )

Balance, March 29, 2025 9,436,732 $ 94 $ ( 424,624 ) $ 290,940 $ 1,198,163 $ 9 $ 1,064,582 $ —

3 unchanged sentences

(Dollars in thousands)

2024 April 1,

2025 March 30,

2024 April 1,

3 unchanged sentences

Depreciation and amortization 19,259 18,525 16,903

Loss on infinite-lived intangible write-off 9,960 — —

Provision for loan losses ( 511 ) ( 632 ) ( 517 )

27 unchanged sentences

Proceeds from exercise of stock options 4,483 4,495 3,709

Proceeds from secured financings and other — — 106

Payments on secured financings and other ( 311 ) ( 488 ) ( 641 )

2 unchanged sentences

Net cash used in financing activities ( 147,949 ) ( 107,710 ) ( 102,196 )

Net increase (decrease) in cash, cash equivalents and restricted cash 85,263 24,156 ( 79,973 )

Net increase in cash, cash equivalents and restricted cash 6,592 85,263 24,156

Cash, cash equivalents and restricted cash at beginning of the fiscal year 368,753 283,490 259,334

6 unchanged sentences

Right-of-use assets recognized and operating lease obligations incurred $ 2,142 $ 15,009 $ 14,455

Fair value of assets acquired under finance lease $ — $ — $ 7,158

Finance lease obligations incurred $ — $ — $ 6,351

Non-cash consideration for acquisitions $ — $ 5,430 $ —

7 unchanged sentences

All significant intercompany transactions and balances have been eliminated in consolidation.

Certain prior period amounts have been reclassified to conform to current period classification.

We have evaluated subsequent events after the balance sheet date of March 29, 2025, through the date of the filing of this report with the Securities and Exchange Commission (the "SEC") and there were no disclosable subsequent events .

22 unchanged sentences

Factory-Built Housing Revenue Recognition - Retail .

Sales by Company-owned retail stores are generally recognized when the customer has entered into a legally binding sales contract, the home is delivered and permanently located at the customer's site, the home is accepted by the customer, title has transferred and collectibility is probable.

Financial Services Revenue Recognition.

22 unchanged sentences

We review accounts receivable for estimated losses that may result from customers' inability to pay.

As of March 30, 2024 and April 1, 2023, there were no allowances for doubtful accounts.

As of March 29, 2025 and March 30, 2024, there were no allowances for credit losses.

Accounts receivable, net at March 29, 2025, March 30, 2024, and April 1, 2023 was $ 105.8 million, $ 77.1 million, and $ 89.3 million respectively.

Management determines the appropriate classification of its investment securities at the time of purchase.

25 unchanged sentences

Allowance for Loan Losses.

Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") requires a forward-looking impairment model based on expected losses rather than incurred losses.

As of March 30, 2024 and April 1, 2023, we had an allowance for loan losses of $ 1.1 million and $ 1.2 million, respectively, on our consumer loans receivable (see Note 6).

ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments , requires a forward-looking impairment model based on expected losses rather than incurred losses.

As of March 29, 2025 and March 30, 2024, we had an allowance for loan losses of $ 0.9 million and $ 1.1 million, respectively, on our consumer loans receivable (see Note 6).

To determine the appropriate level of the allowance for loan loss on our commercial loans receivable, we collectively evaluate loans based on their terms and duration.

2 unchanged sentences

If we determine that it is probable that a borrower will default, a specific reserve is determined and recorded within the estimated allowance for loan losses.

We recorded allowance for loan losses of $ 0.8 million and $ 1.6 million at March 30, 2024 and April 1, 2023, respectively, related to commercial loans receivable (see Note 7).

We recorded allowance for loan losses of $ 0.4 million and $ 0.8 million at March 29, 2025 and March 30, 2024, respectively, related to commercial loans receivable (see Note 7).

Raw material inventories are valued at the lower of cost or net realizable value, using the first in, first out method.

22 unchanged sentences

As such, we test goodwill at least annually for impairment.

The Company has two reporting segments:

factory-built housing and financial services.

As of March 29, 2025, all of our goodwill is attributable to the factory-built housing reporting segment.

1 unchanged sentence

Finite-lived intangibles are generally amortized over 3 to 15 years on a straight-line basis and are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Indefinite-lived intangible assets are assessed annually for impairment first by making a qualitative assessment, and if necessary, performing a quantitative assessment and recording an impairment charge if the fair value of the asset is less than its carrying amount.

Indefinite-lived intangible assets are assessed at least annually for impairment first by making a qualitative assessment, and if necessary, performing a quantitative assessment and recording an impairment charge if the fair value of the asset is less than its carrying amount.

In the fourth quarter of fiscal year 2025, the Company performed a strategic brand realignment.

As a result, Cavco recorded a non-cash charge of $ 10.0 million in Selling, general and administrative expenses related to the adjustment of legacy indefinite lived trade name values.

We performed our annual goodwill impairment analysis as of March 29, 2025, and determined that it was more likely than not that the fair value of the factory-built housing reporting segment exceeded its respective carrying value.

24 unchanged sentences

The effects of inflation are implicitly considered in the reserving process.

The applicable reserve balance was $ 10.5 million and $ 10.9 million as of March 30, 2024 and April 1, 2023, respectively, of which $ 5.2 million and $ 4.4 million related to incurred but not reported ("IBNR") losses, respectively.

The applicable reserve balance was $ 16.2 million and $ 10.5 million as of March 29, 2025 and March 30, 2024, respectively, of which $ 7.3 million and $ 5.2 million related to incurred but not reported ("IBNR") losses, respectively.

We are self-insured for a significant portion of our general and products liability, auto liability, health, property and workers' compensation liability coverage.

36 unchanged sentences

Other Income, net.

Other income primarily consists of realized and unrealized gains and losses on corporate investments, gains and losses on the sale of property, plant and equipment or assets held for sale and impairment of such assets, if necessary.

Other income, net primarily consists of realized and unrealized gains and losses on corporate investments and gains and losses on the sale of property, plant and equipment.

Stock-Based Compensation .

Stock-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the award.

Stock-based compensation expense is classified in the same line item of our Consolidated Statements of Comprehensive Income as other payroll-related expenses specific to the employee.

Stock-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which a grantee is required to provide service in exchange for the award.

Stock-based compensation expense is classified in the same line item of our Consolidated Statements of Comprehensive Income as other payroll-related expenses specific to the grantee.

Compensation expense related to service-based restricted stock units ("RSUs") is recognized on a straight-line basis over the requisite service period for the entire award.

11 unchanged sentences

During fiscal year 2024, we executed amendments to the Membership Interest Purchase Agreement to acquire the entire remaining 30 % for cash on January 1, 2024.

Upon execution of the amendments, the remaining 30 % became mandatorily redeemable, and the value attributed to the Redeemable noncontrolling interest was reclassed to Accrued expenses and other current liabilities on the Consolidated Balance Sheets at the estimated redemption value.

Upon execution of the amendments, the remaining 30 % became mandatorily redeemable, and the value attributed to the Redeemable noncontrolling interest was reclassified to Accrued expenses and other current liabilities on the Consolidated Balance Sheets at the estimated redemption value.

On January 1, 2024 we acquired the remaining 30 % interest.

1 unchanged sentence

AOCI is comprised of unrealized gains and losses on available-for-sale debt securities (see Note 4) and is presented net of tax.

Accumulated unrealized loss on available-for-sale debt securities at the end of fiscal year 2024 was $ 0.4 million before tax, with an associated tax amount of $ 0.1 million, resulting in a net unrealized loss of $ 0.3 million.

Accumulated unrealized loss on available-for-sale debt securities at the end of fiscal year 2023 was $ 0.8 million, with an associated tax amount of $ 0.2 million, for a net unrealized loss of $ 0.6 million.

Accumulated unrealized gain on available-for-sale debt securities at the end of fiscal year 2025 was insignificant before and after tax.

Accumulated unrealized loss on available-for-sale debt securities at the end of fiscal year 2024 was $ 0.4 million before tax, with an associated tax amount of $ 0.1 million, for a net unrealized loss of $ 0.3 million.

Treasury Stock.

4 unchanged sentences

Net Income Per Share.

Basic earnings per common share is computed based on the weighted-average number of common shares outstanding during the reporting period.

Diluted earnings per common share is computed based on the combination of dilutive common share equivalents, comprised of shares issuable under the Company's stock-based compensation plans and the weighted-average number of common shares outstanding during the reporting period.

Dilutive common share equivalents include the dilutive effect of in-the-money options to purchase shares, which is calculated based on the average share price for each period using the treasury stock method (see Note 19).

Basic earnings per share of common stock is computed based on the weighted-average number of shares of common stock outstanding during the reporting period.

Diluted earnings per share of common stock is computed based on the combination of dilutive shares of common stock equivalents, comprised of shares issuable under the Company's stock-based compensation plans and the weighted-average number of shares of common stock outstanding during the reporting period.

Dilutive shares of common stock equivalents include the dilutive effect of in-the-money options to purchase shares, which is calculated based on the average share price for each period using the treasury stock method (see Note 19).

Recently Issued or Adopted Accounting Pronouncements.

From time to time, new accounting pronouncements are issued by the FASB and other regulatory bodies that are adopted as of the specified effective dates.

Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's Consolidated Financial Statements upon adoption.

The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the FASB.

ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's Consolidated Financial Statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires companies to enhance the disclosures about segment expenses.

The new standard requires the identification and disclosure of the Company’s Chief Operating Decision Maker ("CODM"), expanded incremental line-item disclosures of significant segment expenses used by the CODM for decision-making, and the inclusion of previous annual only segment disclosure requirements on a quarterly basis.

This ASU should be applied retrospectively for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We adopted ASU 2023-07 effective for the annual period beginning March 31, 2024, and applied it retrospectively to all prior periods presented in these financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Taxes Disclosures ("ASU 2023-09"), which requires greater disaggregation of income tax disclosures.

ASU 2023-09 requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted.

The Company is currently evaluating the impacts of this guidance on the Company's Consolidated Financial Statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued ASU No.

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date ("ASU 2025-01").

ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Both early adoption and retrospective application are permitted.

The Company is currently evaluating the impact that the adoption of these standards will have on its Consolidated Financial Statements.

Revenue from Contracts with Customers

21 unchanged sentences

All revenue from customers is recognized at a point in time, either when the customer takes delivery or when a third-party insurance contract is executed, as more fully discussed above.

2024 April 1,

2025 March 30,

2024 April 1,

10 unchanged sentences

Restricted cash consisted of the following (in thousands):

2024 April 1,

2025 March 30,

Cash related to CountryPlace customer payments to be remitted to third parties $ 14,923 $ 12,993

4 unchanged sentences

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):

2024 April 1,

2025 March 30,

2024 April 1,

4 unchanged sentences

Investments consisted of the following (in thousands):

2024 April 1,

2025 March 30,

Available-for-sale debt securities

1 unchanged sentence

Marketable equity securities

11,425 11,961

Non-marketable equity investments

14 unchanged sentences

$ 21,403 $ 96 $ ( 84 ) $ 21,415

April 1, 2023

March 30, 2024

Residential mortgage-backed securities

17 unchanged sentences

$ 473 $ ( 2 ) $ 7,100 $ ( 82 ) $ 7,573 $ ( 84 )

April 1, 2023

March 30, 2024

Less than 12 Months 12 Months or Longer Total

17 unchanged sentences

Due after five years through ten years

Due after ten years

Mortgage-backed securities

1 unchanged sentence

We recognize investment gains and losses on available-for-sale debt securities when we sell or otherwise dispose of securities using the specific identification method.

There were no gross gains realized on the sale of available-for-sale debt securities in either fiscal year 2024 or 2023 and an insignificant amount of gross gains was realized in fiscal year 2022.

There were no gross gains realized on the sale of available-for-sale debt securities in fiscal years 2025, 2024 or 2023.

There were no gross losses realized on the sale of available-for-sale debt securities in fiscal years 2025, 2024 or 2023.

2 unchanged sentences

Net investment gains and losses on marketable equity securities for fiscal years 2025, 2024 and 2023 were as follows (in thousands):

2024 April 1,

2025 March 30,

2024 April 1,

Marketable equity securities:

Net gain recognized during the period $ 1,869 $ 561 $ 2,160

Net (losses) gains recognized during the period $ ( 1,000 ) $ 1,869 $ 561

Net (gains) recognized on securities sold during the period ( 1,175 ) ( 348 ) ( 958 )

Unrealized gains (losses) recognized during the period on securities still held $ 1,521 $ ( 397 ) $ 1,609

Unrealized (losses) gains recognized during the period on securities still held $ ( 2,175 ) $ 1,521 $ ( 397 )

Inventories consisted of the following (in thousands):

2024 April 1,

2025 March 30,

Raw materials $ 79,098 $ 78,241

2 unchanged sentences

$ 252,695 $ 241,339

Consumer Loans Receivable

Consumer Loans Receivable, Net

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

2024 April 1,

2025 March 30,

Loans held for investment, previously securitized $ 13,775 $ 16,968

13 unchanged sentences

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):

2024 April 1,

2025 March 30,

Allowance for loan losses at beginning of fiscal year $ 1,066 $ 1,153

4 unchanged sentences

The consumer loans held for investment had the following characteristics:

2024 April 1,

2025 March 30,

Weighted average contractual interest rate 7.9 % 8.1 %

1 unchanged sentence

Weighted average months to maturity 221 196

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

2024 April 1,

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

2025 March 30,

Current $ 56,401 $ 43,810

3 unchanged sentences

$ 58,162 $ 45,656

The following table disaggregates gross consumer loans receivable by credit quality indicator at loan inception and fiscal year of origination (in thousands):

The following table disaggregates gross consumer loans receivable, net by credit quality indicator at loan inception and fiscal year of origination (in thousands):

March 29, 2025

5 unchanged sentences

$ 21,935 $ 10,860 $ 323 $ 92 $ 1,804 $ 23,148 $ 58,162

April 1, 2023

March 30, 2024

2024 2023 2022 2021 2020 Prior Total

6 unchanged sentences

As of March 29, 2025, 54 % of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas and 11 % was concentrated in Florida.

As of April 1, 2023, 44 % of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas and 13 % was concentrated in Florida.

Other than Texas and Florida, no state had concentrations in excess of 10% of the principal balance of consumer loans receivable as of March 30, 2024 or April 1, 2023.

As of March 30, 2024, 46 % of the outstanding principal balance of the consumer loans receivable portfolio was concentrated in Texas and 10 % was concentrated in Florida.

Other than Texas and Florida, no state had concentrations in excess of 10% of the principal balance of consumer loans receivable as of March 29, 2025 or March 30, 2024.

Collateral for repossessed loans is acquired through foreclosure or similar proceedings and is recorded at the estimated fair value of the home l ess the estimated costs to sell.

2 unchanged sentences

On a monthly basis, the fair value of the collateral is adjusted to the lower of the amount recorded at repossession or the estimated sales price less estimated costs to sell, based on current information.

Repossessed homes totaled approximately $ 0.7 million as of March 30, 2024 and $ 1.1 million as of April 1, 2023, and are included in Pre paid expenses and other current assets in the Consolidated Balance Sheets.

Foreclosure or similar proceedings in progress totaled approximately $ 0.4 million and $ 0.5 million as of March 30, 2024 and April 1, 2023, respectively.

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 .

Repossessed homes totaled approximately $ 0.2 million as of March 29, 2025 and $ 0.7 million as of March 30, 2024 , and are included in Pre paid expenses and other current assets in the Consolidated Balance Sheets.

Foreclosure or similar proceedings in progress totaled approximately $ 0.5 million and $ 0.4 million as of March 29, 2025 and March 30, 2024, respectively.

Commercial Loans Receivable, Net

The commercial loans receivable, net balance consists of direct financing arrangements for the home product needs of our independent distributors, community owners and developers .

We also provide loans to independent floor plan lenders that then lend to distributors to finance their inventory purchases.

2 unchanged sentences

Commercial loans receivable, net consisted of the following (in thousands):

2024 April 1,

2025 March 30,

Loans receivable (including from affiliates) $ 100,297 $ 91,938

5 unchanged sentences

$ 53,373 $ 47,725

The commercial loans receivable balance had the following characteristics:

2024 April 1,

The commercial loans receivable, net balance had the following characteristics:

2025 March 30,

Weighted average contractual interest rate 8.3 % 7.4 %

7 unchanged sentences

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):

2024 April 1,

2025 March 30,

Balance at beginning of fiscal year $ 781 $ 1,586

8 unchanged sentences

At March 29, 2025, 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.

The following table disaggregates our commercial loans receivable by credit quality indicator and fiscal year of origination (in thousands):

The following table disaggregates our commercial loans receivable, net by credit quality indicator and fiscal year of origination (in thousands):

March 29, 2025

1 unchanged sentence

Performing $ 66,843 $ 24,215 $ 7,006 $ 1,014 $ 1,219 $ 100,297

April 1, 2023

March 30, 2024

2024 2023 2022 2021 2020 Total

Performing $ 57,691 $ 25,066 $ 4,823 $ 2,144 $ 2,214 $ 91,938

As of both March 30, 2024 and April 1, 2023, approximately 18 % of our outstanding commercial loans receivable principal balance was concentrated in New York.

No other state had concentrations in excess of 10% of the principal balance of the commercial loans receivable as of March 30, 2024 or April 1, 2023.

We had concentrations with one independent third-party and its affiliates that equaled 13 % and 12 % of the net commercial loans receivable principal balance outstanding, all of which was secured, as of March 30, 2024 and April 1, 2023, respectively.

As of March 29, 2025 and March 30, 2024, approximately 17 % and 18 %, respectively, of our outstanding commercial loans receivable principal balance was concentrated in New York and as of March 29, 2025, approximately 16 % was concentrated in California.

No other state had concentrations in excess of 10% of the principal balance of the commercial loans receivable as of March 29, 2025 or March 30, 2024.

We had concentrations with one independent third-party and its affiliates that equaled 10 % and 13 % of the net commercial loans receivable principal balance outstanding, all of which was secured, as of March 29, 2025 and March 30, 2024, respectively.

The risks created by these concentrations have been considered in the determination of the adequacy of the allowance for loan losses.

1 unchanged sentence

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

2024 April 1,

2025 March 30,

Property, plant and equipment, at cost:

23 unchanged sentences

The lease term includes options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

The following table provides information about the financial statement classification of our lease balances reported within the Consolidated Balance Sheets as of March 30, 2024 and April 1, 2023 (in thousands):

The following table provides information about the financial statement classification of our lease balances reported within the Consolidated Balance Sheets as of March 29, 2025 and March 30, 2024 (in thousands):

Classification March 29,

2024 April 1,

2025 March 30,

Operating lease assets Operating lease right-of-use assets $ 35,576 $ 39,027

7 unchanged sentences

Total lease liabilities $ 43,549 $ 46,617

(1) Recorded net of accumulated amortization of $ 0.4 million and $ 0.3 million as of March 30, 2024 and April 1, 2023, respectively.

The following table provides information about the financial statement classification of our lease expenses reported within the Consolidated Statements of Comprehensive Income for the years ended March 30, 2024, April 1, 2023 and April 2, 2022 (in thousands):

(1) Recorded net of accumulated amortization of $ 0.6 million and $ 0.4 million as of March 29, 2025 and March 30, 2024, respectively.

The following table provides information about the financial statement classification of our lease expenses reported within the Consolidated Statements of Comprehensive Income for the years ended March 29, 2025, March 30, 2024 and April 1, 2023 (in thousands):

Lease Expense Category Classification March 29,

2024 April 1,

2025 March 30,

2024 April 1,

8 unchanged sentences

Cash payments for operating and finance leases were as follows (in thousands):

2024 April 1,

2025 March 30,

2024 April 1,

18 unchanged sentences

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

March 30, 2024 April 1, 2023

March 29, 2025 March 30, 2024

Amount Accumulated

11 unchanged sentences

Customer relationships 15,000 ( 6,676 ) 8,324 15,000 ( 5,314 ) 9,686

15,000 ( 5,314 ) 9,686 16,900 ( 5,818 ) 11,082

1,114 ( 659 ) 455 1,114 ( 486 ) 628

Other 1,114 ( 827 ) 287 1,114 ( 659 ) 455

$ 146,203 $ ( 7,503 ) $ 138,700 $ 156,128 $ ( 5,973 ) $ 150,155

At April 1, 2023 and March 30, 2024, the Company had Goodwill of $ 114,547 and $ 121,934 , respectively.

The change is due to current year acquisitions and adjustments to prior year acquisitions.

Changes in the carrying amount of Goodwill were as follows for the years ended March 29, 2025 and March 30, 2024 (in thousands).

April 1, 2023 $ 114,547

Acquisitions (1)

March 30, 2024 121,934

Acquisitions (1)

March 29, 2025 $ 121,969

(1) Acquisitions includes any adjustments to Goodwill during the measurement period.

The measurement periods for the valuation of assets acquired and liabilities assumed end as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available, but do not exceed 12 months.

Adjustments in purchase price allocations may require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined.

No measurement periods are open as of March 29, 2025.

At March 29, 2025 and March 30, 2024 , the Company had Goodwill of $ 121,969 and $ 121,934 , respectively.

The change is due to adjustments to prior year acquisitions.

All Goodwill resides in the factory-built housing segment.

At March 29, 2025 there are no accumulated impairment losses related to Goodwill.

In the fourth quarter of fiscal year 2025, the Company performed a strategic brand realignment.

As a result, Cavco recorded a non-cash charge of $ 10.0 million in Selling, general and administrative expenses related to the adjustment of legacy indefinite lived trade name values.

Amortization expense recognized on intangible assets was $ 1.5 million during fiscal year 2025, $ 1.6 million during fiscal year 2024 and $ 2.1 million during fiscal year 2023.

4 unchanged sentences

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

2024 April 1,

2025 March 30,

Customer deposits $ 46,934 $ 40,856

3 unchanged sentences

Accrued volume rebates 21,208 21,167

Insurance loss reserves 16,201 10,540

Accrued self-insurance 13,094 14,124

2 unchanged sentences

Activity in the liability for estimated warranties for fiscal years 2025, 2024 and 2023 was as follows (in thousands):

2024 April 1,

2025 March 30,

2024 April 1,

1 unchanged sentence

Purchase accounting additions

— 1,250 5,909

Charged to costs and expenses

5 unchanged sentences

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

2024 April 1,

2025 March 30,

Finance lease liabilities $ 6,086 $ 6,166

Other secured financing 1,594 1,916

Mandatorily redeemable noncontrolling interest — 2,268

Less current portion included in Accrued expenses and other current liabilities ( 321 ) ( 323 )

4 unchanged sentences

See Note 9 for further discussion of the finance lease obligations.

On November 22, 2022, we entered into a Credit Agreement among the Company, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and the guarantors party thereto (the "Credit Agreement"), providing for a $ 50 million revolving credit facility (the "Revolving Credit Facility"), which may be increased from time to time through adding one or more tranches of term loans (each an "Incremental Term Facility") up to an aggregate amount of $ 100 million.

The Credit Agreement matures on November 22, 2027.

Loans under the Revolving Credit Facility and any Incremental Term Facilities will bear interest at a rate equal to (i) the Secured Overnight Financing Rate, plus a credit spread adjustment of 0.10 % (as adjusted, "Term SOFR"), plus the "applicable rate" or (ii) the "base rate" (defined as the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50 %, and (c) Term SOFR plus 1.00 %) plus the "applicable rate." The applicable rate will be determined in accordance with a pricing grid based on the Company's Consolidated Total Leverage Ratio (as defined in the Credit Agreement) ranging from 1.125 % to 1.350 % per annum for Term SOFR rate loans and from 0.125 % to 0.350 % per annum for base rate loans.

On November 12, 2024, Company entered into that certain Amended and Restated Credit Agreement among the Company, Bank of America, N.A., as administrative agent, swing line lender, letter of credit issuer, and the guarantors party thereto (the "Credit Agreement"), providing for a $ 75 million revolving credit facility (the "Revolving Credit Facility"), including a $ 10 million letter of credit sub-facility.

The Revolving Credit Facility matures on November 12, 2029.

The Credit Agreement amends and restates the previous credit agreement between the parties entered into on November 22, 2022.

Loans under the Revolving Credit Facility will bear interest at a rate equal to (i) the Secured Overnight Financing Rate, plus a credit spread adjustment of 0.10 % (as adjusted, "Term SOFR"), plus the "applicable rate" or (ii) the "base rate" (defined as the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50 %, and (c) Term SOFR plus 1.00 %) plus the "applicable rate." The applicable rate will be determined in accordance with a pricing grid based on the Company's Consolidated Total Leverage Ratio (as defined in the Credit Agreement) ranging from 1.25 % to 1.50 % per annum for Term SOFR rate loans and from 0.25 % to 0.50 % per annum for base rate loans.

In addition, the Company will pay a commitment fee on the unused portion of the Revolving Credit Facility of 0.20 % per annum.

The Revolving Credit Facility is recourse to certain of the Company's subsidiaries, on a joint and several basis as guarantors, but is unsecured.

The Credit Agreement includes the following financial covenants:

The Revolving Credit Facility is guaranteed, on a joint and several basis, by certain of the Company’s subsidiaries.

Subject to certain conditions and requirements set forth in the Credit Agreement, including the availability of additional lender commitments, the Company may request from time to time one or more term loan facilities, or increases in the aggregate commitments under the Revolving Credit Facility, in an aggregate amount not exceeding $ 75 million.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants (including restrictions, subject to customary exceptions, qualifications, and baskets, on the ability of the Company and its subsidiaries to incur additional indebtedness or guarantees of indebtedness, pay dividends or distributions on, redeem, repurchase, or retire capital stock, make investments, loans, advances, or acquisitions, enter into sale and leaseback transactions, engage in transactions with affiliates, create liens, transfer, or sell assets, create restrictions on the payment of dividends or other amounts from their subsidiaries, and consolidate, merge, or transfer all or substantially all of the assets of the Company and its subsidiaries taken as a whole), and events of default (as defined in the Credit Agreement).

In addition, the Credit Agreement includes the following financial covenants:

(i) as of the end of any fiscal quarter, the Consolidated Total Leverage Ratio (as defined in the Credit Agreement) cannot exceed 3.25 to 1.00 and (ii) a requirement to maintain Consolidated EBITDA (as defined in the Credit Agreement) for any period of four fiscal quarters of at least $ 75 million.

The Credit Agreement also contains customary representations and warranties, and affirmative negative covenants.

As of March 30, 2024, there were no borrowings outstanding under the Revolving Credit Facility and we were in compliance with all covenants.

As of March 29, 2025, there were no borrowings outstanding under the Revolving Credit Facility or the previous agreement entered into on November 22, 2022 and we were in compliance with all covenants.

Reinsurance and Insurance Loss Reserves

5 unchanged sentences

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

March 30, 2024 April 1, 2023

March 29, 2025 March 30, 2024

Written Earned Written Earned

10 unchanged sentences

The following details the activity in the reserve for fiscal years 2025, 2024 and 2023 (in thousands):

2024 April 1,

2025 March 30,

2024 April 1,

23 unchanged sentences

Net deferred tax assets and liabilities were as follows (in thousands):

2024 April 1,

2025 March 30,

Net deferred tax (liabilities) assets

Goodwill $ ( 17,935 ) $ ( 17,080 )

Property, plant and equipment ( 14,678 ) ( 16,763 )

Warranty reserves 7,668 7,355

Lease - Operating lease liability 7,446 6,323

Lease - Right of use assets ( 7,108 ) ( 6,050 )

Fixed assets and depreciation ( 13,291 ) ( 14,678 )

Research and experimentation expenditures 8,023 5,940

Salaries and wages 3,176 3,675

Warranty reserves 8,016 7,668

Operating lease liability 6,312 7,446

Lease right of use asset ( 5,862 ) ( 7,108 )

Salaries, wages and benefits 3,592 3,176

Rebates payable 3,317 2,868

Inventory 2,983 2,913

Accrued volume rebates 2,868 2,713

Stock based compensation 1,503 1,838

Other 5,195 2,442

1 unchanged sentence

The effective income tax rate for the current year was positively impacted by the recognition of tax credits.

Of the total tax credits, $ 4.2 million related to the sale of energy efficient homes and Energy Star credits available under the Internal Revenue Code §45L and $ 2.4 million related to the Research and Development, Solar, and Work Opportunity Tax Credits.

Of the total tax credits, $ 10.5 million related to the sale of energy efficient homes and Energy Star credits available under the Internal Revenue Code §45L and $ 1.6 million related to the Research and Development, and Work Opportunity Tax Credits.

The §45L tax credit was initially established under the Federal Energy Policy Act of 2005 and was extended through December 31, 2032 by the Inflation Reduction Act of 2022.

9 unchanged sentences

Income tax returns are filed in the U.S.

federal jurisdiction in several state jurisdictions, and in Mexico.

In general, we are no longer subject to examination by the IRS or state and local income tax examinations by tax authorities for years before fiscal year 2020;

federal jurisdiction and in several state jurisdictions, and in Mexico.

In general, we are no longer subject to examination by the IRS for years before fiscal year 2022 or state and local income tax examinations by tax authorities for years before fiscal year 2021;

however, we have filed refund claims for fiscal 2018 and 2020 which are currently being processed by the IRS.

5 unchanged sentences

The price we may be obligated to pay generally declines over the period of the agreement (generally 18 to 24 months, calculated from the date of sale to the distributor) and the risk of loss is further reduced by the resale value of the repurchased homes.

The maximum amount for which the Company was liable under such agreements approximated $ 121 million at March 30, 2024, $ 178 million at April 1, 2023 and $ 141 million at April 2, 2022, without reduction for the resale value of the homes.

During the fourth quarter of fiscal 2024, we received two repurchase demand notices.

The inventory was obtained and resold to other dealers during the quarter at an immaterial loss.

For all of fiscal 2024, we received five demand notices covering 11 homes.

Our reserve for repurchase commitments was $ 2.9 million at March 30, 2024 and $ 5.2 million at April 1, 2023.

The maximum amount for which the Company was liable under such agreements approximated $ 133 million at March 29, 2025, $ 121 million at March 30, 2024 and $ 178 million at April 1, 2023, without reduction for the resale value of the homes.

For all of fiscal 2025, we received one demand notice covering 2 homes.

The inventory was obtained and resold to other dealers.

Our reserve for repurchase commitments was $ 3.3 million at March 29, 2025 and $ 2.9 million at March 30, 2024.

Constru ction-Period Mortgages.

5 unchanged sentences

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

2024 April 1,

2025 March 30,

Construction loan contract amount $ 12,366 $ 1,960

10 unchanged sentences

We maintain a reserve for these contingent repurchase and indemnification obligations.

This reserve of $ 0.6 million as of March 30, 2024 and $ 0.7 million as of April 1, 2023, included in Accrued expenses and other current liabilities, reflects management's estimate of probable loss.

This reserve of $ 0.6 million as of March 29, 2025 and $ 0.6 million as of March 30, 2024, included in Accrued expenses and other current liabilities, reflects management's estimate of probable loss.

We consider a variety of assumptions, including borrower performance (both actual and estimated future defaults), historical repurchase demands and loan default rates to estimate the liability for loan repurchases and indemnifications.

15 unchanged sentences

The initial and subsequent changes in the value of IRLCs are a component of gain (loss) on loans held for sale.

During fiscal year 2024 we recognized an insignificant non-cash loss on outstanding IRLCs.

During fiscal years 2023 and 2022 we recognized insignificant non-cash gain s on outstanding IRLCs.

During fiscal years 2025 and 2024 we recognized insignificant non-cash losses on outstanding IRLCs.

During fiscal year 2023 we recognized an insignificant non-cash gain on outstanding IRLCs.

Forward Sales Commitments .

3 unchanged sentences

The estimated fair values of Commitments are based on quoted market values and are recorded within Prepaid expenses and other current assets in the Consolidated Balance Sheets.

During the fiscal year ended March 29, 2025, we recognized an insignificant non-cash loss on Commitments.

During the fiscal year ended March 30, 2024, we recognized an insignificant non-cash gain on Commitments.

During the fiscal years ended April 1, 2023 and April 2, 2022, we recognized non-cash losses of $ 0.3 million and $ 0.1 million, respectively, on Commitments.

During the fiscal year ended April 1, 2023, we recognized non-cash losses of $ 0.3 million on Commitments.

Legal Matters .

10 unchanged sentences

The Company maintains stock incentive plans whereby stock option grants or awards of RSUs may be made to certain officers, directors and key employees.

In August 2023, our shareholders approved the 2023 Omnibus Equity Incentive Plan (the “Plan”).

In August 2023, our stockholders approved the 2023 Omnibus Equity Incentive Plan (the “Plan”).

The Plan supersedes and replaces the Company's 2005 Stock Incentive Plan, as amended (the “2005 Plan”).

3 unchanged sentences

The exercise price of stock option awards may not be below 100 % of the fair market value of the Company's common stock at the date of grant.

Stock options vest over a defined period as determined by the plan administrator (the Compensation Committee of the Board, which consists of independent directors), but typically is no more than five years and generally expire seven years from the date of grant.

Upon option exercise, new shares of the Company's common stock are issued.

1 unchanged sentence

Performance-based RSUs vest based on the achievement of certain criteria, determined by the plan administrator, over the measurement period which is generally three years .

When RSUs vest, unrestricted shares are issued.

When RSUs vest, unrestricted shares of common stock are issued.

The stock incentive plans provide for accelerated vesting of stock option awards and RSUs when the participant is involuntarily terminated upon a change in control (as defined in the plans).

14 unchanged sentences

Forfeited, canceled or expired ( 538 ) 183.83

Outstanding at April 1, 2023 143,576 $ 160.40 2.88 $ 22,591

Outstanding at March 30, 2024 94,401 $ 168.00 2.21 $ 21,812

Exercised ( 34,861 ) 183.77

2 unchanged sentences

Exercisable at April 1, 2023 116,434 $ 155.38 2.70 $ 18,887

Exercisable at March 30, 2024 89,474 $ 167.13 2.15 $ 20,752

Exercisable at March 29, 2025 59,440 $ 158.73 1.43 $ 21,115

There were no grants of stock options in fiscal years 2025, 2024 or 2023.

11 unchanged sentences

Forfeited ( 1,254 ) 250.71

Outstanding at April 1, 2023 28,868 $ 225.35

Outstanding at March 30, 2024 32,584 $ 258.85

Awarded 14,791 381.35

6 unchanged sentences

Awarded 11,730 209.87

Forfeited ( 805 ) 192.64

Additional shares granted by performance 2,489 158.36

Released ( 8,822 ) 158.36

Outstanding at April 1, 2023 25,451 $ 202.00

2 unchanged sentences

Released ( 6,988 ) 167.95

Outstanding at April 1, 2023 25,451 $ 202.00

Forfeited ( 2,128 ) 220.67

Outstanding at March 30, 2024 30,118 $ 244.15

Awarded 13,514 360.07

9 unchanged sentences

Cancellations of target awards based upon achievement below target specified performance criteria are shown in the table above in the period they are canceled, which is generally in the first quarter of the fiscal year following the performance year.

The total intrinsic value of performance based RSUs released during fiscal years 2024 and 2023 was $ 2.1 million and $ 1.9 million, respectively, and none in fiscal year 2022.

The total intrinsic value of performance based RSUs released during fiscal years 2025, 2024 and 2023 was $ 0.9 million, $ 2.1 million and $ 1.9 million respectively.

Actual performance exceeded the target established for the three-year performance-based RSUs granted in fiscal year 2023.

As a result, in the first quarter of fiscal year 2025, we expect 1,125 performance-based RSUs will vest and be released, in addition to the unvested target performance-based RSUs shown in the table above.

As a result, in the first quarter of fiscal year 2026, 6,661 performance-based RSUs vested and were released, in addition to the unvested target performance-based RSUs shown in the table above.

Earnings Per Share

12 unchanged sentences

Fair Value Measurements

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

March 30, 2024 April 1, 2023

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

March 29, 2025 March 30, 2024

Value Estimated

24 unchanged sentences

Consumer loans held for investment are measured using Level 3 inputs that are calculated using estimated discounted future cash flows from the evaluation of loan credit quality and performance history to determine expected prepayments and defaults on the portfolio, discounted with rates considered to reflect current market conditions.

For consumer loans, the discount rate used is 7.65 %.

This is based on SOFR (level 1) plus a spread we expect market participants would require (level 3).

A 1% increase to the discount rate would reduce the fair value of consumer loans by $ 1.2 million.

Commercial loans are measured using Level 3 inputs that are calculated using estimated discounted future cash flows from the evaluation of loan performance history to determine expected prepayments and defaults on the portfolio, discounted with rates considered to reflect current market conditions.

The discount rate used to calculate the fair value of commercial loans is 9.34 %.

This is based on the Prime Rate (level 1) plus a spread seen in similar transactions (level 2).

A 1% increase to the discount rate would reduce the fair value of commercial loans by $.7 million.

Loans held for sale are measured at the lower of cost or fair value, less costs to sell, using inputs that consist of quoted market prices for mortgage-backed securities or investor purchase commitments for similar types of loan commitments on hand from investors.

3 unchanged sentences

MSRs are recorded at fair value in Prepaid expenses and other current assets in the Consolidated Balance Sheets based on the present value of the expected future cash flows related to servicing these loans.

2024 April 1,

2025 March 30,

Number of loans serviced with MSRs

36 unchanged sentences

In the ordinary course of business, we sell homes and lend to certain of these operations through our commercial lending programs.

For the fiscal years ended March 30, 2024 , April 1, 2023 and April 2, 2022, the total amount of sales to related parties was $ 54.9 million , $ 65.6 million and $ 58.1 million, respectively.

For the fiscal years ended March 29, 2025 , March 30, 2024 and April 1, 2023, the total amount of sales to related parties was $ 54.3 million , $ 54.9 million and $ 65.6 million, respectively.

As of March 29, 2025, receivables from related parties included $ 7.0 million of accounts receivable and $ 7.6 million of commercial loans outstanding.

As of April 1, 2023, receivables from related parties included $ 5.7 million of accounts receivable and $ 4.7 million of commercial loans outstanding.

As of March 30, 2024, receivables from related parties included $ 8.5 million of accounts receivable and $ 4.6 million of commercial loans outstanding.

Fiscal Year 2024 Kentucky Dream Homes Acquisition

1 unchanged sentence

Th e remaining $ 17.9 million was paid with cash on hand.

The final purchase price is subject to customary adjustments.

The business is included in the factory-built housing reportable business segment.

The fair value of the assets acquired and liabilities assumed included $ 23.5 million of inventory, $ 4.4 million of goodwill and certain other assets and liabilities.

The purchase accounting is subject to final adjustment, primarily for the working capital and amounts allocated to goodwill.

We have included the financial results in our Consolidated Financial Statements from the date of acquisition.

23 unchanged sentences

The following table presents supplemental pro forma information as if the above acquisitions had occurred on April 4, 2022 (in thousands, except per share data):

2023 April 2,

Net revenue $ 2,251,233

7 unchanged sentences

During fiscal year 2024, we executed amendments to the Membership Interest Purchase Agreement to acquire the entire remaining 30 % for cash on January 1, 2024.

Fiscal Year 2022 Commodore Acquisition

On September 24, 2021, we purchased certain manufactured housing assets and assumed certain liabilities of Commodore.

The acquisition-date fair value of the total consideration was $ 146.0 million .

During the second fiscal quarter of 2023, we finalized the purchase price allocation related to the Commodore acquisition, which did not have a material effect on the Consolidated Financial Statements.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands).

September 24,

(as finalized)

Accounts receivable 20,930

Commercial loans 30,922

Inventories 31,787

Property, plant and equipment (1)

Other current assets 534

Intangible assets (2)

Total identifiable assets acquired 156,631

Accounts payable and accrued liabilities 31,536

Net identifiable assets acquired 125,095

Net assets acquired $ 145,987

(1) Includes assets acquired under finance leases.

(2) Includes $ 7.2 million assigned to customer-related intangibles, subject to a useful life of 11 years amortized on a straight-line basis;

$ 3.8 million assigned to trademarks and trade names, which are considered indefinite lived intangible assets and are not subject to amortization;

$ 1.0 million for acquired sales order

backlogs that will be amortized over the period to produce the associated backlog;

and $ 0.5 million for a covenant not to compete from the sellers, amortized on a straight-line basis over the term of 5 years.

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

Business Segment Information

Segment Information

We operate principally in two segments:

(1) factory-built housing, which includes wholesale and retail factory-built housing operations and (2) financial services, which includes manufactured housing consumer finance and insurance.

(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, and qualifies as other activity under the segment reporting guidance as it does not meet the quantitative thresholds to be reported separately.

The factory-built housing segment generates revenue from building and selling manufactured and modular homes to both wholesale customers and end consumers through Company owned retail stores.

The Financial services segment generates revenue through lending products for manufactured home purchasers, and through writing and holding insurance policies for manufactured homes.

The Company's Chief Executive Officer is the chief operating decision maker ("CODM").

The CODM assesses segment performance and allocates resources, including reinvesting profits and making acquisitions, based on Gross profit and Income before income taxes.

The CODM also uses these metrics in the budgeting process when determining how to allocate resources.

The CODM is not provided asset information by reportable segment.

The following tables provide selected financial data by segment (dollars in thousands):

Fiscal Year Ended

2024 April 1,

2023 April 2,

Factory-built housing

$ 1,716,607 $ 2,069,450 $ 1,556,283

Financial services

78,185 73,263 70,875

$ 1,794,792 $ 2,142,713 $ 1,627,158

Net revenue for financial services consists of:

Finance $ 18,881 $ 21,952 $ 23,004

59,304 51,311 47,871

$ 78,185 $ 73,263 $ 70,875

Year Ended March 29, 2025

Factory-built housing Financial services Consolidated

Net revenue $ 1,933,111 $ 82,347 $ 2,015,458

Cost of sales 1,491,314 58,553 1,549,867

Gross profit 441,797 23,794 465,591

Selling, general and administrative expenses 253,027 22,288 275,315

Income from operations 188,770 1,506 190,276

Interest income 21,089 — 21,089

Interest expense ( 517 ) — ( 517 )

Other income, net 222 — 222

Income before income taxes 209,564 1,506 211,070

Factory-built housing

$ 192,815 $ 296,415 $ 197,282

Financial services

6,365 10,348 14,707

$ 199,180 $ 306,763 $ 211,989

Income tax expense ( 39,821 ) ( 213 ) ( 40,034 )

Net Income $ 169,743 $ 1,293 $ 171,036

Year Ended March 29, 2025

Factory-built housing Financial services Consolidated

Depreciation $ 17,475 $ 254 $ 17,729

Factory-built housing

$ 16,754 $ 14,651 $ 9,451

Financial services

$ 16,956 $ 14,833 $ 9,633

Amortization $ 1,505 $ 25 $ 1,530

Factory-built housing

$ 1,544 $ 2,038 $ 1,270

Financial services

$ 1,569 $ 2,070 $ 1,384

Capital expenditures $ 21,336 $ 91 $ 21,427

Year Ended March 30, 2024

Factory-built housing Financial services Consolidated

Net revenue $ 1,716,607 $ 78,185 $ 1,794,792

Cost of sales 1,317,688 50,202 1,367,890

Gross profit 398,919 27,983 426,902

Selling, general and administrative expenses 226,267 21,653 247,920

Income from operations 172,652 6,330 178,982

Interest income 20,998 — 20,998

Interest expense ( 1,649 ) — ( 1,649 )

Other income, net 813 36 849

Income before income taxes 192,814 6,366 199,180

Income tax expense ( 39,749 ) ( 1,526 ) ( 41,275 )

Factory-built housing

$ 39,749 $ 63,433 $ 10,853

Financial services

1,526 2,489 3,394

$ 41,275 $ 65,922 $ 14,247

Net Income 153,065 4,840 157,905

net income attributable to redeemable noncontrolling interest

Comprehensive income attributable to Cavco common stockholders $ 152,977 $ 4,840 $ 157,817

Year Ended March 30, 2024

Factory-built housing Financial services Consolidated

Depreciation $ 16,754 $ 202 $ 16,956

Amortization $ 1,544 $ 25 $ 1,569

Capital expenditures $ 17,189 $ 232 $ 17,421

Factory-built housing

$ 17,189 $ 44,085 $ 18,574

Financial services

$ 17,421 $ 44,106 $ 18,653

2024 April 1,

Year Ended April 1, 2023

Factory-built housing Financial services Consolidated

Net revenue $ 2,069,450 $ 73,263 $ 2,142,713

Cost of sales 1,545,921 41,860 1,587,781

Gross profit 523,529 31,403 554,932

Selling, general and administrative expenses 237,898 20,425 258,323

Income from operations 285,631 10,978 296,609

Interest income 10,679 — 10,679

Interest expense ( 280 ) ( 630 ) ( 910 )

Other income (expense) 386 ( 1 ) 385

Income before income taxes 296,416 10,347 306,763

Income tax expense ( 63,433 ) ( 2,489 ) ( 65,922 )

Net Income 232,983 7,858 240,841

net income attributable to redeemable noncontrolling interest

Comprehensive income attributable to Cavco common stockholders $ 232,696 $ 7,858 $ 240,554

Year Ended April 1, 2023

Factory-built housing Financial services Consolidated

Depreciation $ 14,651 $ 182 $ 14,833

Amortization $ 2,038 $ 32 $ 2,070

Capital expenditures $ 44,085 $ 21 $ 44,106

2025 March 30,

Total assets:

1 unchanged sentence

Financial services 215,429 212,923

$ 1,354,160 $ 1,307,975

Consolidated $ 1,406,645 $ 1,354,160

Fiscal Year Ended

2024 April 1,

2025 March 30,

2024 April 1,

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures