What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-02-02 · 55 added, 89 removed, 134 unchanged (52% of the section changed)

24 unchanged sentences

Forward-looking statements contained in this Report speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document.

We do not intend to publicly update or revise any forward-looking statement contained in this Report or in any document incorporated herein by reference to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law.

We disclaim any obligation to publicly update or revise any forward-looking statement contained in this Report or in any document incorporated herein by reference to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law.

Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, many of which are beyond our control.

13 unchanged sentences

Nampa, Idaho;

Phoenix, Glendale and Goodyear, Arizona;

Glendale, Goodyear and Phoenix, Arizona;

Deming, New Mexico;

14 unchanged sentences

Company and Industry Outlook

According to data reported by the Manufactured Housing Institute, industry home shipments for the calendar year through November 2025 were 95,947, a decrease of 0.3% compared to 96,240 shipments in the same calendar period last year.

According to data reported by the Manufactured Housing Institute, industry home shipments for the calendar year through May 2026 were 41,453, a decrease of 7.7% compared to 44,927 shipments in the same calendar period last year.

The manufactured h ousing industry offers solutions to the housing crisis with lower average price per square foot than a site-built home and the comparatively lower cost associated with manufactured home ownership, which remains competitive with rental housing.

10 unchanged sentences

We continue to make certain commercial loan programs available to members of our wholesale distribution chain.

Under direct commercial loan arrangements, we provide funds for financed home purchases by distributors, community operators and residential developers (see Note 8, Commercial Loans Receivable, to the unaudited Consolidated Financial Statements).

Our involvement in commercial lending helps to increase the availability of manufactured home financing to distributors, community operators and residential developers and provides additional opportunities for product exposure to potential home buyers.

While these initiatives support our ongoing efforts to expand product distribution, they also expose us to risks associated with the creditworthiness of this customer base and our inventory financing partners.

The lack of an efficient secondary market for manufactured home-only loans and the limited number of institutions providing such loans results in higher borrowing costs for home-only loans and continues to constrain industry growth.

We work independently and with other industry participants to develop secondary market opportunities for manufactured home-only loan and non-conforming mortgage portfolios and expand lending availability in the industry.

The lack of an efficient secondary market for manufactured home-only loans and the limited number of institutions providing such loans result in higher borrowing costs for home-only loans and continue to constrain industry growth.

We work independently and with other industry participants to develop secondary market opportunities for manufactured home-only loans and non-conforming mortgage portfolios and expand lending availability in the industry.

Additionally, we continue to invest in community-based lending initiatives that provide home-only financing to residents of certain manufactured home communities.

We also develop and invest in home-only lending programs to grow sales of homes through traditional distribution points.

We believe that growing our investment and participation in home-only lending may provide additional sales growth opportunities for our Factory-built housing operations and reduce our customers' dependence on independent lenders for this source of financing.

Key housing building materials include wood, wood products, steel, gypsum wallboard, windows, doors fiberglass insulation, carpet, vinyl, fasteners, plumbing materials, aluminum, appliances and electrical items .

Fluctuations in the cost of materials and labor may affect gross margins from home sales to the extent that an increase in costs cannot be efficiently matched to the home sal es price.

Pricing and availability of certain raw materials have been volatile due to a number of factors in the current environment.

We continue to monitor and react to inflation in the cost of these materials by maintaining a focus on our product pricing in response to higher materials costs, but such product pricing increases may lag behind the escalation of such costs.

From time to time and to varying degrees, we may experience shortages in the availability of materials and/or labor in the markets in which we operate.

Availability of these inputs has not caused significant production halts in the current period, but we have experienced periodic shutdowns in other periods and shortages of primary building materials have caused production inefficiencies as we have needed to change processes in response to the delay in materials.

We believe that growing our investment and participation in home-only lending may provide additional sales growth opportunities for our factory-built housing operations and reduce our exposure to the actions of independent lenders.

From time to time and to varying degrees, we may experience shortages in the availability of materials and/or labor in the markets served.

Key building materials include wood and wood products, gypsum wallboard, steel, windows, appliances, insulation and other petroleum-based products.

There can be no assurance that sufficient supplies of these and other raw materials will continue to be available to us.

Sudden increases in price or lack of availability of raw materials can be caused by a natural disaster, regulation or other market forces, as has occurred in recent years.

We have experienced production halts from shortages of primary building materials in the past, and although we attempt to increase the sales prices of our homes in response to higher materials costs, such increases may lag behind the escalation of material costs.

These shortages may also result in extended order backlogs, delays in the delivery of homes and reduced gross margins from home sales.

Our backlog at December 27, 2025 was $160 million compared to $197 million at March 29, 2025, a decrease of $37 million, and a decrease of $64 million compared to $224 million at December 28, 2024.

Our backlog at June 27, 2026 was $298 million compared to $195 million at March 28, 2026, an increase of $103 million, and up $98 million compared to $200 million at June 28, 2025.

While it is difficult to predict the future of housing demand, employee availability, supply chain and Company performance and operations, maintaining an appropriately sized and well-trained workforce is key to meeting demand.

3 unchanged sentences

Three Months Ended

($ in thousands, except revenue per home sold) December 27,

2025 December 28,

Factory-built housing $ 558,497 $ 500,860 $ 57,637 11.5 %

Financial services 22,497 21,180 1,317 6.2 %

$ 580,994 $ 522,040 $ 58,954 11.3 %

Factory-built homes sold

by Company-owned retail sales centers 1,339 1,075 264 24.6 %

to independent retailers, builders, communities and developers 3,882 3,984 (102) (2.6) %

5,221 5,059 162 3.2 %

Net Factory-built housing revenue per home sold $ 106,971 $ 99,004 $ 7,967 8.0 %

Nine Months Ended

($ in thousands, except revenue per home sold) December 27,

2025 December 28,

($ in thousands, except revenue per home sold) June 27,

2026 June 28,

Factory-built housing $ 585,972 $ 535,694 $ 50,278 9.4 %

6 unchanged sentences

Net factory-built housing revenue per home sold $ 103,584 $ 98,910 $ 4,674 4.7 %

Factory-built housing Net revenue increased for the three and nine months ended December 27, 2025 due to higher home sales volume and an increase in Net revenue per home sold.

The American Homestar acquisition contributed $42.0 million in the current year periods.

Factory-built housing Net revenue increased for the three months ended June 27, 2026 due to the acquisition of American Homestar which contributed $52.8 million.

This was partially offset by reduced sales volume excluding American Homestar.

Net factory-built housing revenue per home sold is a volatile metric dependent upon several factors.

4 unchanged sentences

Changes in the number of modules per home, the selection of different home types/models and optional home upgrades create changes in product mix, also causing fluctuations in this metric.

For the three and nine months ended December 27, 2025, Financial services Net revenue increased primarily due to higher insurance premiums.

For the three months ended June 27, 2026, Financial services Net revenue increased primarily due to i ncreased loan sales in the mortgage division and unrealized gains on the Financial services equity portfolio.

Three Months Ended

($ in thousands) December 27,

2025 December 28,

Factory-built housing $ 121,255 $ 118,193 $ 3,062 2.6 %

Financial services 14,666 11,757 2,909 24.7 %

$ 135,921 $ 129,950 $ 5,971 4.6 %

Gross profit as % of Net revenue

Consolidated 23.4 % 24.9 % N/A (1.5) %

Factory-built housing 21.7 % 23.6 % N/A (1.9) %

Financial services 65.2 % 55.5 % N/A 9.7 %

Nine Months Ended

($ in thousands) December 27,

2025 December 28,

($ in thousands) June 27,

2026 June 28,

Factory-built housing $ 122,019 $ 120,845 $ 1,174 1.0 %

5 unchanged sentences

Financial services 52.4 % 40.9 % N/A 11.5 %

In the Factory-built housing segment, Gross profit for the three and nine months ended December 27, 2025 in creased due to an increase in home sales volume and Net revenue per home sold, partially offset by higher costs per unit.

Financial services Gross profit in dollars and as a percentage of Financial services Net revenue increased for the three and nine months ended December 27, 2025 due to higher insurance premiums and lower claim losses.

The claim loss reduction resulted from policy underwriting improvements and severe weather events in the prior year periods.

Factory-built housing Gross profit for the three months ended June 27, 2026 increased due to an increase in home sales volume and price.

Gross profit as a percentage of Net revenue for the three months decreased due to higher input costs.

Financial services Gross profit in dollars and as a percentage of Financial services Net revenue for the three months increased due to primarily lower claims loss, increased loan sales, and unrealized gains on the Financial services equity portfolio.

Selling, General and Administrative Expenses

Three Months Ended

($ in thousands) December 27,

2025 December 28,

Factory-built housing $ 74,162 $ 60,409 $ 13,753 22.8 %

Financial services 7,199 5,571 1,628 29.2 %

$ 81,361 $ 65,980 $ 15,381 23.3 %

Selling, general and administrative expenses as % of Net revenue 14.0 % 12.6 % N/A 1.4 %

Nine Months Ended

($ in thousands) December 27,

2025 December 28,

($ in thousands) June 27,

2026 June 28,

Factory-built housing $ 73,970 $ 63,154 $ 10,816 17.1 %

2 unchanged sentences

Selling, general and administrative expenses as % of Net revenue 13.4 % 12.4 % N/A 1.0 %

Factory-built housing Selling, general and administrative expenses increased for the three and nine months ended December 27, 2025 due primarily to the addition of American Homestar, which added $6.9 million of incremental expense, as well as acquisition related deal costs of $2.9 million.

For the nine months ended December 27, 2025, in addition to the above items, the increase is also due to higher incentive based compensation from higher earnings compared to the prior year period, as well as an additional $1.5 million in deal costs during that period.

Total deal costs in the nine months ended December 27, 2025 was $4.4 million.

Financial services Selling, general and administrative expenses for the three and nine months ended December 27, 2025 increased primarily due to increases in compensation year over year.

Factory-built housing Selling, general and administrative expenses increased for the three months ended June 27, 2026 primarily due to the acquisition of American Homestar which added $7.3 million.

Additionally, the first quarter of fiscal year 2027 saw increases in compensation and employee related expenses, as well as sales and marketing expense.

Financial services Selling, general and administrative expenses for the three months increased primarily due to a headcount increase to handle increased loan activity due to a forward flow agreement signed in the fourth quarter of the prior year and higher incentive compensation on better results.

Other Components of Net Income

Three Months Ended

($ in thousands) December 27,

2025 December 28,

Interest income $ 2,956 $ 5,353 $ (2,397) (44.8) %

Interest expense (131) (155) (24) (15.5) %

Other income, net 213 168 45 (26.8) %

Income tax expense (13,531) (12,874) 657 5.1 %

Effective tax rate 23.5 % 18.6 % N/A 4.9 %

Nine Months Ended

($ in thousands) December 27,

2025 December 28,

($ in thousands) June 27,

2026 June 28,

Interest income $ 3,263 $ 5,103 $ (1,840) (36.1) %

Interest expense (132) (164) (32) (19.5) %

Other income, net 355 315 40 (12.7) %

Other expense, net (98) — 98 NM

Income tax expense (13,517) (13,655) (138) (1.0) %

1 unchanged sentence

Interest income consists primarily of interest earned on cash balances held in money market accounts, and interest earned on commercial floorplan lending.

Interest income is down in the three and nine months ended December 27, 2025 primarily due to lower interest rates on deposited cash and a decrease in cash balances due to the American Homestar acquisition in the three months ended December 27, 2025.

I nterest expense consists primarily of interest related to finance leases.

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

Income tax expense increased compared to the prior year period due to higher income before income taxes and a change in the effective tax rate due primarily to fewer energy star credits in the current year as well as certain deal costs that are not deductible for federal income tax purposes.

Interest expense consists primarily of interest related to finance leases.

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

The effective tax rate increased compared to the prior year period primarily due to a reduction in expected Energy Star tax credits.

As a result of the passage of the One Big Beautiful Bill Act, the Energy Star tax credit was repealed for homes acquired after June 30, 2026.

Consequently, fewer of our homes are expected to qualify for the credit compared to the prior year, reducing the amount of tax credits anticipated to be received during fiscal 2027 and increasing our expected annual effective tax rate.

Liquidity and Capital Resources

We believe that cash and cash equivalents at December 27, 2025, together with cash flow from operations, will be sufficient to fund our operations, cover our obligations and provide for growth for the next 12 months and into the foreseeable future.

We believe that cash and cash equivalents at June 27, 2026, together with cash flow from operations, will be sufficient to fund our operations, cover our obligations and provide for growth for the next 12 months and into the foreseeable future.

We maintain cash in U.S.

2 unchanged sentences

Such transactions may require the use of cash and have other impacts on our liquidity and capital resources.

We believe we have sufficient liquid resources including our $75 million Revolving Credit Facility, which may be increased from time to time through additional term facilities by up to an aggregate amount of $75 million up to $150 million.

No amounts are currently outstanding under the Revolving Credit Facility.

We have sufficient liquid resources including our $75.0 million Revolving Credit Facility, of which no amounts were outstanding at June 27, 2026.

The Revolving Credit Facility is part of the Credit Agreement which 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 and negative covenants.

The Company anticipates compliance with its debt covenants and projects its level of cash availability to be in excess of cash needed to operate the business for the next year.

Depending on our operating results and strategic opportunities, we may choose to seek additional or alternative sources of financing in the future.

5 unchanged sentences

We believe that stockholders' equity at the insurance subsidiary remains sufficient and do not believe that the ability to pay ordinary dividends to Cavco at anticipated levels will be restricted per state regulations.

The following is a summary of the Company's cash flows for the nine months ended December 27, 2025 and December 28, 2024, respectively:

Nine Months Ended

(in thousands) December 27,

2025 December 28,

The following is a summary of the Company's cash flows for the three months ended June 27, 2026 and June 28, 2025, respectively:

Three Months Ended

(in thousands) June 27,

2026 June 28,

2025 $ Change

4 unchanged sentences

Cash, cash equivalents and restricted cash at end of the period $ 266,217 $ 368,424 $ (102,207)

Net cash provided by operating activities increased primarily from higher Net income, an increase in Deferred income taxes, a decrease in Consumer loans originated compared to the prior year period and decreases in Accounts receivable, net and Inventory.

The increase was partially offset by an increase in Commercial loans originated.

Consumer loan originations decreased $11.2 million to $43.0 million for the nine months ended December 27, 2025 from $54.2 million for the nine months ended December 28, 2024, and proceeds from consumer loans decreased $4.3 million to $42.8 million for the nine months ended December 27, 2025 from $47.0 million for the nine months ended December 28, 2024.

Commercial loan originations increased $29.8 million to $117.3 million for the nine months ended December 27, 2025 from $87.5 million for the nine months ended December 28, 2024.

Proceeds from the collection on commercial loans provided $110.8 million for the nine months ended December 27, 2025, compared to $85.0 million in the comparable prior year, a net increase of $25.8 million.

The change in Net cash used in investing activities is primarily due to the cash paid for the acquisition of American Homestar and an increase in cash paid for property plant and equipment in the current year.

The change in Net cash used in financing activities was primarily due to the repurchase of a higher number of shares of common stock, which were also at a higher average daily stock price.

Net cash provided by operating activities increased primarily due to changes in Accounts payable, accrued expenses and other liabilities compared to the prior year due primarily to an $18.6 million increase in cash provided by Customer deposits.

Consumer loan originations increased $11.7 million to $26.9 million for the three months ended June 27, 2026 from $15.2 million for the three months ended June 28, 2025, and proceeds from consumer loan sales and principal payments received increased $16.6 million to $30.4 million for the three months ended June 27, 2026 from $13.8 million for the three months ended June 28, 2025.

Commercial loan originations increased $1.3 million to $43.7 million for the three months ended June 27, 2026 from $42.4 million for the three months ended June 28, 2025.

Proceeds from the collection on commercial loans provided $38.6 million this year, compared to $34.5 million in the prior year, a net increase of $4.1 million.

The change in Net cash used in investing activities is primarily due to an increase in cash paid for property, plant and equipment in the current year due to large planned capital expenditures.

The change in Net cash used in financing activities was primarily due to the repurchase of fewer shares of common stock, partially offset by a higher average price per share.

Obligations and Commitments.

1 unchanged sentence

Critical Accounting Estimates

There have been no significant changes to our critical accounting estimates during the nine months ended December 27, 2025, as compared to those disclosed in Part II, Item 7 of the Form 10-K, under the heading "Critical Accounting Estimates," which provides a discussion of the critical accounting estimates that management believes are critical to the Company's operating results or may affect significant judgments and estimates used in the preparation of the Company's Consolidated Financial Statements.

There have been no significant changes to our critical accounting estimates during the three months ended June 27, 2026, as compared to those disclosed in Part II, Item 7 of the Form 10-K, under the heading "Critical Accounting Estimates," which provides a discussion of the critical accounting estimates that management believes are critical to the Company's operating results or may affect significant judgments and estimates used in the preparation of the Company's Consolidated Financial Statements.

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.

There have been no material changes from the quantitative and qualitative disclosures about market risk previously disclosed in Part II, Item 7a of the Form 10-K.

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-Q

Item 2. Management’s Discussion and Analysis