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EX-32 - EXHIBIT 32 - CAVCO INDUSTRIES INC.a20150627-exhibit32.htm
EX-31.1 - EXHIBIT 31.1 - CAVCO INDUSTRIES INC.a20150627-exhibit311.htm
EX-31.2 - EXHIBIT 31.2 - CAVCO INDUSTRIES INC.a20150627-exhibit312.htm

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to

Commission File Number 000-08822
 
Cavco Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware
56-2405642
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
1001 North Central Avenue, Suite 800
Phoenix, Arizona 85004
(Address of principal executive offices, including zip code)
602-256-6263
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last year)
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
Accelerated filer
ý
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
As of July 31, 2015, 8,873,588 shares of Registrant's Common Stock, $.01 par value, were outstanding.
 





CAVCO INDUSTRIES, INC.
FORM 10-Q
June 27, 2015
TABLE OF CONTENTS




PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
CAVCO INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
 
June 27,
2015
 
March 28,
2015
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
70,216

 
$
96,597

Restricted cash, current
9,800

 
9,997

Accounts receivable, net
28,280

 
26,994

Short-term investments
8,396

 
7,106

Current portion of consumer loans receivable, net
25,216

 
24,073

Current portion of commercial loans receivable, net
2,548

 
2,330

Inventories
96,614

 
75,334

Prepaid expenses and other current assets
20,279

 
14,460

Deferred income taxes, current
8,841

 
8,573

Total current assets
270,190

 
265,464

Restricted cash
1,081

 
1,081

Investments
24,305

 
24,813

Consumer loans receivable, net
72,531

 
74,085

Commercial loans receivable, net
20,027

 
15,751

Property, plant and equipment, net
53,795

 
44,712

Goodwill and other intangibles, net
81,015

 
76,676

Total assets
$
522,944

 
$
502,582

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
18,527

 
$
17,805

Accrued liabilities
92,678

 
77,076

Current portion of securitized financings and other
5,149

 
6,590

Total current liabilities
116,354

 
101,471

Securitized financings and other
60,367

 
60,370

Deferred income taxes
20,525

 
20,587

 
 
 
 
Stockholders' equity:
 
 
 
Preferred stock, $.01 par value; 1,000,000 shares authorized; No shares issued or outstanding

 

Common stock, $.01 par value; 20,000,000 shares authorized; Outstanding 8,868,684 and 8,859,199 shares, respectively
89

 
89

Additional paid-in capital
238,484

 
237,916

Retained earnings
87,030

 
81,645

Accumulated other comprehensive income
95

 
504

Total stockholders' equity
325,698

 
320,154

Total liabilities and stockholders' equity
$
522,944

 
$
502,582

See accompanying Notes to Consolidated Financial Statements

1


CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)

 
Three Months Ended
 
June 27,
2015
 
June 28,
2014
Net revenue
$
161,668

 
$
139,164

Cost of sales
129,834

 
107,446

Gross profit
31,834

 
31,718

Selling, general and administrative expenses
22,659

 
22,208

Income from operations
9,175

 
9,510

Interest expense
(1,015
)
 
(1,176
)
Other income, net
472

 
608

Income before income taxes
8,632

 
8,942

Income tax expense
(3,247
)
 
(3,183
)
Net income
$
5,385

 
$
5,759

 
 
 
 
Comprehensive income:
 
 
 
Net income
$
5,385

 
$
5,759

Unrealized (loss) gain on available-for-sale securities, net of tax
(409
)
 
168

Comprehensive income
$
4,976

 
$
5,927

 
 
 
 
Net income per share:
 
 
 
Basic
$
0.61

 
$
0.65

Diluted
$
0.60

 
$
0.64

Weighted average shares outstanding:
 
 
 
Basic
8,863,648

 
8,848,157

Diluted
9,020,261

 
9,012,296


See accompanying Notes to Consolidated Financial Statements

2


CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
Three Months Ended
 
June 27,
2015
 
June 28,
2014
OPERATING ACTIVITIES
 
 
 
Net income
$
5,385

 
$
5,759

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
934

 
984

Provision for credit losses
232

 
(1
)
Deferred income taxes
418

 
2,869

Stock-based compensation expense
331

 
282

Non-cash interest income, net
(526
)
 
(216
)
Incremental tax benefits from option exercises
(167
)
 
(50
)
Gain on sale of property, plant and equipment including assets held for sale, net
(16
)
 
(191
)
Gain on sale of loans and investments, net
(1,536
)
 
(1,349
)
Changes in operating assets and liabilities:
 
 
 
Restricted cash
320

 
(119
)
Accounts receivable
4,162

 
(4,268
)
Consumer loans receivable originated
(29,045
)
 
(24,080
)
Principal payments on consumer loans receivable
2,416

 
3,322

Proceeds from sales of consumer loans
28,491

 
22,869

Inventories
(6,008
)
 
(3,862
)
Prepaid expenses and other current assets
(2,513
)
 
390

Commercial loans receivable
(4,503
)
 
(199
)
Accounts payable and accrued liabilities
5,568

 
39

Net cash provided by operating activities
3,943

 
2,179

INVESTING ACTIVITIES
 
 
 
Purchases of property, plant and equipment
(526
)
 
(410
)
Purchase of certain assets and liabilities of Fairmont Homes and Chariot Eagle
(27,120
)
 

Proceeds from sale of property, plant and equipment including assets held for sale
26

 
475

Purchases of investments
(4,485
)
 
(3,253
)
Proceeds from sale of investments
2,914

 
3,371

Net cash (used in) provided by investing activities
(29,191
)
 
183

FINANCING ACTIVITIES
 
 
 
Proceeds from exercise of stock options
70

 
191

Incremental tax benefits from exercise of stock options
167

 
50

Proceeds from secured financings and other
447

 
797

Payments on securitized financings
(1,817
)
 
(2,745
)
Net cash used in financing activities
(1,133
)
 
(1,707
)
Net (decrease) increase in cash and cash equivalents
(26,381
)
 
655

Cash and cash equivalents at beginning of the period
96,597

 
72,949

Cash and cash equivalents at end of the period
$
70,216

 
$
73,604

Supplemental disclosures of cash flow information:
 
 
 
Cash paid during the year for income taxes
$
3,237

 
$
1,367

Cash paid during the year for interest
$
978

 
$
1,071

See accompanying Notes to Consolidated Financial Statements

3


CAVCO INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited Consolidated Financial Statements of Cavco Industries, Inc., and its subsidiaries (collectively, the "Company" or "Cavco"), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for Quarterly Reports on Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations.
In the opinion of management, these statements include all of the normal recurring adjustments necessary to fairly state the Company's Consolidated Financial Statements. Certain prior period amounts have been reclassified to conform to current period classification. The Company has evaluated subsequent events after the balance sheet date through the date of the filing of this report with the SEC; there were no disclosable subsequent events. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended March 28, 2015, filed with the SEC on June 10, 2015, as amended via a Form 10-K/A filed with the SEC on July 24, 2015 ("Form 10-K").
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying Notes. Actual results could differ from those estimates. The Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows for the interim periods are not necessarily indicative of the results or cash flows for the full year. The Company operates on a 52-53 week fiscal year ending on the Saturday nearest to March 31 of each year. Each fiscal quarter consists of 13 weeks, with an occasional fourth quarter extending to 14 weeks, if necessary, for the fiscal year to end on the Saturday nearest to March 31. The Company's current fiscal year will end on April 2, 2016.
The Company operates principally in two segments: (1) factory-built housing, which includes wholesale and retail systems-built housing operations, and (2) financial services, which includes manufactured housing consumer finance and insurance. The Company builds a wide variety of affordable modular homes, manufactured homes and park model RVs in 19 factories located throughout the United States, primarily distributed through a network of independent and Company-owned retailers. The Company operates 45 Company-owned retail stores in the United States. The Company's mortgage subsidiary ("CountryPlace") is an approved Fannie Mae and Ginnie Mae seller/servicer and offers conforming mortgages to purchasers of factory-built and site-built homes. The Company's insurance subsidiary ("Standard Casualty") provides property and casualty insurance to owners of manufactured homes.
On March 30, 2015, the Company purchased certain manufactured housing assets and liabilities of Chariot Eagle, LLC, which produces park model RVs and manufactured homes distributed in the Southeastern United States. On May 1, 2015, the Company also purchased certain manufactured housing assets and liabilities of Fairmont Homes, a premier builder of manufactured and modular homes and park model RVs serving the Midwest, western Great Plains states, the Northeast and several provinces in Canada. These operations include manufactured housing production facilities in Ocala, Florida; Nappanee, Indiana; and two factories in Montevideo, Minnesota, and provide for further operating capacity, increased home production capabilities and distribution into new markets. Both of these acquisitions were accounted for as business combinations and the results of operations have been included since the date of their respective acquisitions. Our purchase price allocations are preliminary and subject to revision as more detailed analyses are completed and additional information about fair value of assets and liabilities becomes available, including additional information relating to tax matters and finalization of our valuation of identified intangible assets. Pro forma results of operations for these acquisitions during the current period have not been presented because the effects of these business combinations, individually and in aggregate, were not material to our consolidated results of operations.

4


Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company's contracts with customers. ASU 2014-09 will be effective beginning with the first quarter of the Company's fiscal year 2019, with early application permitted in fiscal year 2018. The standard allows for either "full retrospective" adoption, meaning the standard is applied to all of the periods presented, or "modified retrospective" adoption, meaning the standard is applied only to the most current period presented in the financial statements. The Company is currently evaluating the effect ASU 2014-09 will have on the Company's Consolidated Financial Statements and disclosures.
From time to time, new accounting pronouncements are issued by the FASB and other regulatory bodies that are adopted by the Company 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.
For a description of other significant accounting policies used by the Company in the preparation of its Consolidated Financial Statements, please refer to Note 1 of the Notes to Consolidated Financial Statements in the Form 10-K.
2. Restricted Cash
Restricted cash consists of the following (in thousands):
 
June 27,
2015
 
March 28,
2015
Cash related to CountryPlace customer payments to be remitted to third parties
$
8,155

 
$
8,471

Cash related to CountryPlace customer payments on securitized loans to be remitted to bondholders
1,548

 
1,425

Cash related to workers' compensation insurance held in trust
727

 
727

Cash related to retail home buyer deposits held in trust
97

 
101

Other restricted cash
354

 
354

 
$
10,881

 
$
11,078


5


3. Investments
Investments consist of the following (in thousands):
 
June 27,
2015
 
March 28,
2015
Available-for-sale investment securities
$
22,326

 
$
21,283

Non-marketable equity investments
10,375

 
10,636

 
$
32,701

 
$
31,919

The following tables summarize the Company's available-for-sale investment securities, gross unrealized gains and losses and fair value, aggregated by investment category (in thousands):
 
June 27, 2015
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
U.S. Treasury and government debt securities
$
1,702

 
$
1

 
$
(11
)
 
$
1,692

Residential mortgage-backed securities
4,920

 
14

 
(43
)
 
4,891

State and political subdivision debt securities
8,213

 
163

 
(32
)
 
8,344

Corporate debt securities
782

 

 
(1
)
 
781

Marketable equity securities
5,572

 
422

 
(376
)
 
5,618

Certificates of deposit
1,000

 

 

 
1,000

 
$
22,189

 
$
600

 
$
(463
)
 
$
22,326


 
March 28, 2015
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
U.S. Treasury and government debt securities
$
1,952

 
$
1

 
$
(5
)
 
$
1,948

Residential mortgage-backed securities
4,342

 
23

 
(27
)
 
4,338

State and political subdivision debt securities
7,190

 
245

 
(12
)
 
7,423

Corporate debt securities
1,060

 
2

 
(4
)
 
1,058

Marketable equity securities
4,962

 
642

 
(88
)
 
5,516

Certificates of deposit
1,000

 

 

 
1,000

 
$
20,506

 
$
913

 
$
(136
)
 
$
21,283


6


The following tables show the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):
 
June 27, 2015
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
U.S. Treasury and government debt securities
$
200

 
$

 
$
692

 
$
(11
)
 
$
892

 
$
(11
)
Residential mortgage-backed securities
2,753

 
(17
)
 
292

 
(26
)
 
3,045

 
(43
)
State and political subdivision debt securities
2,602

 
(24
)
 
254

 
(8
)
 
2,856

 
(32
)
Corporate debt securities
781

 
(1
)
 

 

 
781

 
(1
)
Marketable equity securities
2,957

 
(336
)
 
168

 
(40
)
 
3,125

 
(376
)
 
$
9,293

 
$
(378
)
 
$
1,406

 
$
(85
)
 
$
10,699

 
$
(463
)

 
March 28, 2015
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
U.S. Treasury and government debt securities
$
499

 
$

 
$
698

 
$
(5
)
 
$
1,197

 
$
(5
)
Residential mortgage-backed securities
438

 
(2
)
 
330

 
(25
)
 
768

 
(27
)
State and political subdivision debt securities
1,099

 
(6
)
 
256

 
(6
)
 
1,355

 
(12
)
Corporate debt securities
247

 
(4
)
 

 

 
247

 
(4
)
Marketable equity securities
1,067

 
(85
)
 
100

 
(3
)
 
1,167

 
(88
)
 
$
3,350

 
$
(97
)
 
$
1,384

 
$
(39
)
 
$
4,734

 
$
(136
)
Based on the Company's ability and intent to hold the investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company does not consider any investments to be other-than-temporarily impaired at June 27, 2015.
As of June 27, 2015, the Company's investments in marketable equity securities consist of investments in common stock of industrial and other companies ($5.5 million of the total fair value and $373,000 of the total unrealized losses) and bank trust, insurance and public utility companies ($100,000 of the total fair value and $3,000 of the total unrealized losses).
As of March 28, 2015, the Company's investments in marketable equity securities consisted of investments in common stock of industrial and other companies ($5.4 million of the total fair value and $85,000 of the total unrealized losses) and bank trust, insurance and public utility companies ($100,000 of the total fair value and $3,000 of the total unrealized losses).

7


The amortized cost and fair value of the Company's investments in debt securities, by contractual maturity, are shown in the table below (in thousands). Expected maturities differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
June 27, 2015
 
March 28, 2015
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Due in less than one year
$
1,770

 
$
1,778

 
$
1,804

 
$
1,821

Due after one year through five years
3,704

 
3,713

 
2,834

 
2,844

Due after five years through ten years
3,521

 
3,476

 
2,467

 
2,452

Due after ten years
6,622

 
6,741

 
7,439

 
7,650

 
$
15,617

 
$
15,708

 
$
14,544

 
$
14,767

Realized gains and losses from the sale of securities are determined using the specific identification method. Gross gains realized on the sales of investment securities for the three months ended June 27, 2015 were approximately $180,000. Gross losses realized were approximately $46,000 for the three months ended June 27, 2015. Gross gains realized on the sales of investment securities for the three months ended June 28, 2014 were approximately $303,000. Gross losses realized were approximately $68,000 for the three months ended June 28, 2014.
4. Inventories
Inventories consist of the following (in thousands):
 
June 27,
2015
 
March 28,
2015
Raw materials
$
29,169

 
$
24,373

Work in process
10,713

 
7,271

Finished goods and other
56,732

 
43,690

 
$
96,614

 
$
75,334

5. Consumer Loans Receivable
The Company acquired consumer loans receivable during the first quarter of fiscal 2012 as part of the Palm Harbor transaction. Acquired consumer loans receivable held for investment were acquired at fair value and subsequently are accounted for in a manner similar to Accounting Standards Codification ("ASC") 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"). Consumer loans receivable held for sale are carried at the lower of cost or market and construction advances are carried at the amount advanced less a valuation allowance. The following table summarizes consumer loans receivable (in thousands):
 
June 27,
2015
 
March 28,
2015
Loans held for investment (acquired on Palm Harbor Acquisition Date)
$
75,833

 
$
77,670

Loans held for investment (originated after Palm Harbor Acquisition Date)
5,428

 
5,005

Loans held for sale
12,020

 
11,903

Construction advances
5,133

 
4,076

Consumer loans receivable
98,414

 
98,654

Deferred financing fees and other, net
(667
)
 
(496
)
Consumer loans receivable, net
$
97,747

 
$
98,158


8


As of the date of the Palm Harbor acquisition, management evaluated consumer loans receivable held for investment by CountryPlace to determine whether there was evidence of deterioration of credit quality and if it was probable that CountryPlace would be unable to collect all amounts due according to the loans' contractual terms. The Company also considered expected prepayments and estimated the amount and timing of undiscounted expected principal, interest and other cash flows. The Company determined the excess of the loan pool's scheduled contractual principal and contractual interest payments over all cash flows expected as of the date of the Palm Harbor transaction as an amount that cannot be accreted into interest income (the non-accretable difference). The cash flow expected to be collected in excess of the carrying value of the acquired loans is accreted into interest income over the remaining life of the loans (referred to as accretable yield). Interest income on consumer loans receivable is recognized as net revenue.
 
June 27,
2015
 
March 28,
2015
 
(in thousands)
Consumer loans receivable held for investment – contractual amount
$
186,532

 
$
192,523

Purchase discount
 
 
 
Accretable
(70,261
)
 
(73,202
)
Non-accretable
(40,308
)
 
(41,305
)
Less consumer loans receivable reclassified as other assets
(130
)
 
(346
)
Total acquired consumer loans receivable held for investment, net
$
75,833

 
$
77,670

Over the life of the acquired loans, the Company continues to estimate cash flows expected to be collected by CountryPlace. As of the balance sheet date, the Company evaluates whether the present value of expected cash flows, determined using the effective interest rate, has decreased from the value at acquisition and, if so, recognizes an allowance for loan loss. The present value of any subsequent increase in the loan pool's actual cash flows expected to be collected is used first to reverse any existing allowance for loan loss. Any remaining increase in cash flows expected to be collected adjusts the amount of accretable yield recognized on a prospective basis over the loan pool's remaining life. The weighted averages of assumptions used in the calculation of expected cash flows to be collected are as follows:
 
June 27,
2015
 
March 28,
2015
Prepayment rate
12.8
%
 
12.6
%
Default rate
1.7
%
 
1.7
%
Assuming there were a 1% unfavorable variation from the expected level, for each key assumption, the expected cash flows, as of June 27, 2015, would decrease by approximately $2.3 million and $6.1 million for the expected prepayment rate and expected default rate, respectively.
The changes in accretable yield on acquired consumer loans receivable held for investment were as follows (in thousands):
 
Three Months Ended
 
June 27,
2015
 
June 28,
2014
Balance at the beginning of the period
$
73,202

 
$
77,737

Accretion
(2,751
)
 
(2,895
)
Reclassifications from (to) non-accretable discount
(190
)
 
(48
)
Balance at the end of the period
$
70,261

 
$
74,794


9


The consumer loans held for investment have the following characteristics:
 
June 27,
2015
 
March 28,
2015
Weighted average contractual interest rate
9.08
%
 
9.10
%
Weighted average effective interest rate
9.24
%
 
9.27
%
Weighted average months to maturity
176

 
178

The Company's consumer loans receivable balance consists of fixed-rate, fixed-term and fully-amortizing single-family home loans. These loans are either secured by a manufactured home, excluding the land upon which the home is located (chattel property loans and retail installment sale contracts), or by a combination of the home and the land upon which the home is located (real property mortgage loans). The real property mortgage loans are primarily for manufactured homes. Combined land and home loans are further disaggregated by the type of loan documentation: those conforming to the requirements of Government-Sponsored Enterprises ("GSEs"), and those that are non-conforming. In most instances, CountryPlace's loans are secured by a first-lien position and are provided for the consumer purchase of a home. In rare instances, CountryPlace may provide other types of loans in second-lien or unsecured positions. Accordingly, CountryPlace classifies its loans receivable as follows: chattel loans, conforming mortgages, non-conforming mortgages and other loans.
In measuring credit quality within each segment and class, CountryPlace uses commercially available credit scores (such as FICO®). At the time of each loan's origination, CountryPlace obtains credit scores from each of the three primary credit bureaus, if available. To evaluate credit quality of individual loans, CountryPlace uses the mid-point of the available credit scores or, if only two scores are available, the Company uses the lower of the two. CountryPlace does not update credit bureau scores after the time of origination.

10


The following table disaggregates CountryPlace's gross consumer loans receivable as of June 27, 2015, for each class by portfolio segment and credit quality indicator as of the time of origination (in thousands):
 
Consumer Loans Held for Investment
 
 
 
 
 
 
 
Securitized
2005
 
Securitized
2007
 
Unsecuritized
 
Construction
Advances
 
Consumer Loans Held
For Sale
 
Total
Asset Class
 
 
 
 
 
 
 
 
 
 
 
Credit Quality Indicator
 
 
 
 
 
 
 
 
 
 
Chattel loans
 
 
 
 
 
 
 
 
 
 
 
0-619
$
902

 
$
580

 
$
366

 
$

 
$
26

 
$
1,874

620-719
14,475

 
9,898

 
3,291

 

 
287

 
27,951

720+
16,455

 
10,560

 
2,274

 

 
124

 
29,413

Other
63

 

 
461

 

 

 
524

Subtotal
31,895

 
21,038

 
6,392

 

 
437

 
59,762

Conforming mortgages
 
 
 
 
 
 
 
 
 
 
0-619

 

 
167

 
84

 
81

 
332

620-719

 

 
1,628

 
3,267

 
5,738

 
10,633

720+

 

 
10

 
1,782

 
3,008

 
4,800

Other

 

 

 

 
2,756

 
2,756

Subtotal

 

 
1,805

 
5,133

 
11,583

 
18,521

Non-conforming mortgages
 
 
 
 
 
 
 
 
 
 
0-619
90

 
668

 
1,560

 

 

 
2,318

620-719
1,457

 
5,704

 
3,936

 

 

 
11,097

720+
1,728

 
3,689

 
964

 

 

 
6,381

Other

 

 
319

 

 

 
319

Subtotal
3,275

 
10,061

 
6,779

 

 

 
20,115

Other loans
 
 
 
 
 
 
 
 
 
 
Subtotal

 

 
16

 

 

 
16

 
$
35,170

 
$
31,099

 
$
14,992

 
$
5,133

 
$
12,020

 
$
98,414

Loan contracts secured by collateral that is geographically concentrated could experience higher rates of delinquencies, default and foreclosure losses than loan contracts secured by collateral that is more geographically dispersed. Thirty-seven percent of the outstanding principal balance of consumer loans receivable portfolio is concentrated in Texas. Other than Texas, no other state had concentrations in excess of 10% of the principal balance of the consumer loans receivable as of June 27, 2015.
Collateral for repossessed loans is acquired through foreclosure or similar proceedings and is recorded at the lesser of the related loan balance or the estimated fair value of the home, less the costs to sell. At repossession, the fair value of the collateral is computed based on the historical recovery rates of previously charged-off loans; the loan is charged off and the loss is charged to the allowance for loan losses. On a monthly basis, the fair value of the collateral is adjusted to the lower of cost or estimated sales price less estimated costs to sell, based on current information. Repossessed homes totaled approximately $360,000 and $582,000 as of June 27, 2015 and March 28, 2015, respectively, and are included in prepaid and other assets in the consolidated balance sheets. Foreclosure or similar proceedings in progress totaled approximately $727,000 and $650,000 as of June 27, 2015 and March 28, 2015, respectively.

11


6. Commercial Loans Receivable and Allowance for Loan Loss
The Company's commercial loans receivable balance consists of two classes: (i) direct financing arrangements for the home product needs of our independent retailers, communities and developers; and (ii) amounts loaned by the Company under participation financing programs.
Under the terms of the direct programs, the Company provides funds for the independent retailers, communities and developer's financed home purchases. The notes are secured by the home as collateral and, in some instances, other security depending on the circumstances. The other terms of direct arrangements vary depending on the needs of the borrower and the opportunity for the Company.
Under the terms of the participation programs, the Company provides loans to independent floor plan lenders, representing a significant portion of the funds that such financiers then lend to retailers to finance their inventory purchases. The participation commercial loan receivables are unsecured general obligations of the independent floor plan lenders.
Commercial loans receivables, net, consist of the following by class of financing notes receivable (in thousands):
 
June 27,
2015
 
March 28,
2015
Direct loans receivable
$
20,490

 
$
15,802

Participation loans receivable
2,167

 
2,352

Allowance for loan loss
(82
)
 
(73
)
 
$
22,575

 
$
18,081

The commercial loans receivable balance has the following characteristics:
 
June 27,
2015
 
March 28,
2015
Weighted average contractual interest rate
6.5
%
 
6.5
%
Weighted average months to maturity
7

 
6

The Company evaluates the potential for loss from its participation loan programs based on the independent lender's overall financial stability, as well as historical experience, and has determined that an applicable allowance for loan loss was not needed at either June 27, 2015 or March 28, 2015.

12


With respect to direct programs with communities and developers, borrower activity is monitored on a regular basis and contractual arrangements are in place to provide adequate loss mitigation in the event of a default. For direct programs with independent retailers, the risk of loss is spread over numerous borrowers. Borrower activity is monitored in conjunction with third-party service providers, where applicable, to estimate the potential for loss on the related notes receivable, considering potential exposures including repossession costs, remarketing expenses, impairment of value and the risk of collateral loss. The Company has historically been able to resell repossessed unused homes, thereby mitigating loss experience. If a default occurs and collateral is lost, the Company is exposed to loss of the full value of the home loan. If the Company determines that it is probable that a borrower will default, a specific reserve is determined and recorded within the estimated allowance for loan loss. The Company recorded an allowance for loan loss of $82,000 and $128,000 at June 27, 2015 and June 28, 2014, respectively. The following table represents changes in the estimated allowance for loan losses, including related additions and deductions to the allowance for loan loss applicable to the direct programs (in thousands):
 
Three Months Ended
 
June 27,
2015
 
June 28,
2014
Balance at beginning of period
$
73

 
$
139

Provision for inventory finance credit losses
9

 
(11
)
Loans charged off, net of recoveries

 

Balance at end of period
$
82

 
$
128

The following table disaggregates commercial loans receivable and the estimated allowance for loan loss for each class of financing receivable by evaluation methodology (in thousands):
 
Direct Commercial Loans
 
Participation Commercial Loans
 
June 27,
2015
 
March 28,
2015
 
June 27,
2015
 
March 28,
2015
Inventory finance notes receivable:
 
 
 
 
 
 
 
Collectively evaluated for impairment
$
10,272

 
$
7,229

 
$

 
$

Individually evaluated for impairment
10,218

 
8,573

 
2,167

 
2,352

 
$
20,490

 
$
15,802

 
$
2,167

 
$
2,352

Allowance for loan loss:
 
 
 
 
 
 
 
Collectively evaluated for impairment
$
(82
)
 
$
(73
)
 
$

 
$

Individually evaluated for impairment

 

 

 

 
$
(82
)
 
$
(73
)
 
$

 
$


13


Loans are subject to regular review and are given management's attention whenever a problem situation appears to be developing. Loans with indicators of potential performance problems are placed on watch list status and are subject to additional monitoring and scrutiny. Nonperforming status includes loans accounted for on a non-accrual basis and accruing loans with principal payments past due 90 days or more. The Company's policy is to place loans on nonaccrual status when interest is past due and remains unpaid 90 days or more or when there is a clear indication that the borrower has the inability or unwillingness to meet payments as they become due. The Company will resume accrual of interest once these factors have been remedied. At June 27, 2015, there are no commercial loans that are 90 days or more past due that are still accruing interest. Payments received on nonaccrual loans are recorded on a cash basis, first to interest and then to principal. At June 27, 2015, the Company was not aware of any potential problem loans that would have a material effect on the commercial receivables balance. Charge-offs occur when it becomes probable that outstanding amounts will not be recovered.
The following table disaggregates the Company's inventory finance receivables by class and credit quality indicator (in thousands):
 
Direct Commercial Loans
 
Participation Commercial Loans
 
June 27,
2015
 
March 28,
2015
 
June 27,
2015
 
March 28,
2015
Risk profile based on payment activity:
 
 
 
 
 
 
 
Performing
$
20,416

 
$
15,728

 
$
2,167

 
$
2,352

Watch list

 

 

 

Nonperforming
74

 
74

 

 

 
$
20,490

 
$
15,802

 
$
2,167

 
$
2,352

The Company has concentrations of commercial loans receivable related to factory-built homes located in the following states, measured as a percentage of commercial loans receivables principal balance outstanding:
 
June 27,
2015
 
March 28,
2015
Texas
38.1
%
 
42.4
%
Arizona
12.8
%
 
10.4
%
The risks created by these concentrations have been considered in the determination of the adequacy of the allowance for loan losses. The Company did not have concentrations in excess of 10% of the principal balance of the commercial loans receivables in any other states as of June 27, 2015 or March 28, 2015, respectively. As of June 27, 2015 and March 28, 2015, the Company did not have concentrations in excess of 10% of the principal balance of the commercial loans receivables with any one borrower.

14


7. Property, Plant and Equipment
Property, plant and equipment are carried at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of each asset. Estimated useful lives for significant classes of assets are as follows: (i) buildings and improvements, 10 to 39 years, and (ii) machinery and equipment, 3 to 25 years. Repairs and maintenance charges are expensed as incurred. Property, plant and equipment consist of the following (in thousands):
 
June 27,
2015
 
March 28,
2015
Property, plant and equipment, at cost:
 
 
 
Land
$
22,571

 
$
21,197

Buildings and improvements
30,364

 
24,288

Machinery and equipment
19,101

 
16,772

 
72,036

 
62,257

Accumulated depreciation
(18,241
)
 
(17,545
)
Property, plant and equipment, net
$
53,795

 
$
44,712

Included in the amounts above are certain assets under a capital lease. See Note 8 for additional information.
8. Capital Leases
On May 1, 2015, in connection with the purchase of Fairmont Homes, the Company entered into a 5 year lease covering the manufacturing facilities and land in Montevideo, Minnesota, which is accounted for as a capital lease. At the end of the lease term, the landlord has the option to require the Company to purchase the leased premises at a specified price. If the landlord does not exercise this option, the Company may purchase the facilities at the termination of the lease for that price. The following amounts were recorded for the leased assets as of June 27, 2015 (in thousands):
 
June 27,
2015
Land
$
92

Buildings and improvements
2,033

 
2,125

Accumulated amortization
(11
)
Leased Assets, net
$
2,114

The future minimum payments under the lease as of June 27, 2015 are as follows (in thousands):
FY 2016
$
225

FY 2017
289

FY 2018
277

FY 2019
265

FY 2020
253

Thereafter
1,721

Total Remaining Lease Payments
3,030

Less: Amount representing Interest
(920
)
Present Value of Future Minimum Lease Payments
$
2,110


15


9. Goodwill and Other Intangibles
Intangible assets principally consist of goodwill, trademarks and trade names, state insurance licenses, customer relationships, and other, which includes technology, insurance policies and renewal rights and other. Goodwill, trademarks and trade names and state insurance licenses are indefinite-lived intangible assets and are evaluated for impairment annually and whenever events or circumstances indicate that more likely than not impairment has occurred. During the three months ended June 27, 2015 and June 28, 2014, no impairment expense was recorded. Finite-lived intangibles are amortized over their estimated useful lives on a straight-line basis and are reviewed for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. The value of customer relationships is amortized over 4 to 15 years and other intangibles over 3 to 15 years.
Goodwill and other intangibles consist of the following (in thousands):
 
June 27, 2015
 
March 28, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Indefinite lived:
 
 
 
 
 
 
 
 
 
 
 
Goodwill
$
69,014

 
$

 
$
69,014

 
$
67,346

 
$

 
$
67,346

Trademarks and trade names
7,100

 

 
7,100

 
6,250

 

 
6,250

State insurance licenses
1,100

 

 
1,100

 
1,100

 

 
1,100

Total indefinite-lived intangible assets
77,214

 

 
77,214

 
74,696

 

 
74,696

Finite lived:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
8,100

 
(5,183
)
 
2,917

 
6,200

 
(5,027
)
 
1,173

Other
$
1,384

 
$
(500
)
 
$
884

 
$
1,274

 
$
(467
)
 
$
807

Total goodwill and other intangible assets
$
86,698

 
$
(5,683
)
 
$
81,015

 
$
82,170

 
$
(5,494
)
 
$
76,676

Amortization expense recognized on intangible assets was $189,000 and $345,000 during the three months ended June 27, 2015 and June 28, 2014, respectively.
During the three months ended June 27, 2015, the Company acquired certain manufactured housing assets and liabilities of two companies, both of which were accounted for as business combinations. The purchase price for the assets and liabilities assumed was allocated based on their estimated fair values and is preliminary. 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 recasting of the amounts allocated to goodwill retroactive to the periods in which the acquisitions occurred.

16


10. Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
 
June 27,
2015
 
March 28, 2015
Customer deposits
$
17,143

 
$
13,435

Salaries, wages and benefits
14,497

 
16,186

Unearned insurance premiums
14,363

 
13,556

Estimated warranties
11,057

 
9,953

Accrued volume rebates
6,019

 
3,266

Insurance loss reserves
5,554

 
1,774

Company repurchase option on certain loans sold
3,661

 
2,063

Accrued insurance
3,177

 
3,068

Deferred margin
2,469

 
2,398

Capital lease obligation
2,110

 

Reserve for repurchase commitments
1,485

 
2,240

Accrued taxes
1,440

 
1,089

Other
9,703

 
8,048

 
$
92,678

 
$
77,076

11. Warranties
Homes are generally warranted against manufacturing defects for a period of one year commencing at the time of sale to the retail customer. Estimated costs relating to home warranties are recorded at the date of sale. The Company has recorded a liability for estimated future warranty costs relating to homes sold based upon management's assessment of historical experience factors, an estimate of the amount of homes in the distribution channel and current industry trends. Activity in the liability for estimated warranties was as follows (in thousands):
 
Three Months Ended
 
June 27,
2015
 
June 28,
2014
Balance at beginning of period
$
9,953

 
$
9,262

Purchase accounting additions
1,111

 

Charged to costs and expenses
4,265

 
3,178

Payments and deductions
(4,272
)
 
(3,052
)
Balance at end of period
$
11,057

 
$
9,388


17


12. Debt Obligations
Debt obligations consist of amounts related to loans sold that did not qualify for loan sale accounting treatment. The following table summarizes debt obligations (in thousands):
 
June 27,
2015
 
March 28,
2015
Acquired securitized financings (acquired as part of the Palm Harbor transaction)
 
 
 
Securitized financing 2005-1
$
28,422

 
$
29,469

Securitized financing 2007-1
32,827

 
33,461

Other secured financings
4,267

 
4,030

Total securitized financings and other, net
$
65,516

 
$
66,960

The Company acquired CountryPlace's securitized financings during the first quarter of fiscal year 2012 as a part of the Palm Harbor acquisition. Acquired securitized financings were recorded at fair value at the time of acquisition, which resulted in a discount, and subsequently are accounted for in a manner similar to ASC 310-30 to accrete the discount.
The Company considers expected prepayments and estimates the amount and timing of undiscounted expected principal, interest and other cash flows for securitized consumer loans receivable held for investment to determine the expected cash flows on securitized financings and the contractual payments. The amount of contractual principal and contractual interest payments due on the securitized financings in excess of all cash flows expected as of the date of the Palm Harbor acquisition cannot be accreted into interest expense (the non-accretable difference). The remaining amount is accreted into interest expense over the remaining life of the obligation (referred to as accretable yield). The following table summarizes acquired securitized financings (in thousands):
 
June 27,
2015
 
March 28,
2015
Securitized financings – contractual amount
$
71,990

 
$
75,058

Purchase discount
 
 
 
Accretable
(10,741
)
 
(12,128
)
Non-accretable (1)

 

Total acquired securitized financings, net
$
61,249

 
$
62,930

(1) There is no non-accretable difference, as the contractual payments on acquired securitized financing are determined by the cash collections from the underlying loans.
Over the life of the loans, the Company continues to estimate cash flows expected to be paid on securitized financings. The Company evaluates at the balance sheet date whether the present value of its securitized financings, determined using the effective interest rate, has increased or decreased. The present value of any subsequent change in cash flows expected to be paid adjusts the amount of accretable yield recognized on a prospective basis over the securitized financing's remaining life.
The changes in accretable yield on securitized financings were as follows (in thousands):
 
Three Months Ended
 
June 27,
2015
 
June 28,
2014
Balance at the beginning of the period
$
12,128

 
$
15,199

Accretion
(812
)
 
(1,061
)
Adjustment to cash flows
(575
)
 
130

Balance at the end of the period
$
10,741

 
$
14,268


18


On July 12, 2005, prior to Fleetwood's acquisition of Palm Harbor and CountryPlace, CountryPlace completed its initial securitization (2005-1) for approximately $141.0 million of loans, which was funded by issuing bonds totaling approximately $118.4 million. The bonds were issued in four different classes: Class A-1 totaling $36.3 million with a coupon rate of 4.23%; Class A-2 totaling $27.4 million with a coupon rate of 4.42%; Class A-3 totaling $27.3 million with a coupon rate of 4.80%; and Class A-4 totaling $27.4 million with a coupon rate of 5.20%. The bonds mature at varying dates and at issuance had an expected weighted average maturity of 4.66 years. For accounting purposes, this transaction was structured as a securitized borrowing. As of June 27, 2015, the Class A-1 and Class A-2 bonds had been retired.
On March 22, 2007, prior to Fleetwood's acquisition of Palm Harbor and CountryPlace, CountryPlace completed its second securitization (2007-1) for approximately $116.5 million of loans, which was funded by issuing bonds totaling approximately $101.9 million. The bonds were issued in four classes: Class A-1 totaling $28.9 million with a coupon rate of 5.484%; Class A-2 totaling $23.4 million with a coupon rate of 5.232%; Class A-3 totaling $24.5 million with a coupon rate of 5.593%; and Class A-4 totaling $25.1 million with a coupon rate of 5.846%. The bonds mature at varying dates and at issuance had an expected expected weighted average maturity of 4.86 years. For accounting purposes, this transaction was also structured as a securitized borrowing. As of June 27, 2015, the Class A-1 and Class A-2 bonds had been retired.
CountryPlace's securitized debt is subject to provisions that require certain levels of overcollateralization. Overcollateralization is equal to CountryPlace's equity in the bonds. Failure to satisfy these provisions could cause cash, which would normally be distributed to CountryPlace, to be used for repayment of the principal of the related Class A bonds until the required overcollateralization level is reached. During periods when the overcollateralization is below the specified level, cash collections from the securitized loans in excess of servicing fees payable to CountryPlace and amounts owed to the Class A bondholders, trustee and surety, are applied to reduce the Class A debt until such time the overcollateralization level reaches the specified level. Therefore, failure to meet the overcollateralization requirement could adversely affect the timing of cash flows received by CountryPlace. However, principal payments of the securitized debt, including accelerated amounts, is payable only from cash collections from the securitized loans and no additional sources of repayment are required or permitted. As of June 27, 2015, the 2005-1 securitized portfolio was within the required overcollateralization level; however, a certain provision pertaining to the 2007-1 securitized portfolio exceeded a specified level, requiring additional overcollateralization. An increase in the specified level of this certain provision is scheduled to occur in October 2015.
13. Reinsurance
Standard Casualty is primarily a specialty writer of manufactured home physical damage insurance. Certain of Standard Casualty's premiums and benefits are assumed from and ceded to other insurance companies under various reinsurance agreements. The ceded reinsurance agreements provide Standard Casualty with increased capacity to write larger risks and maintain its exposure to loss within its capital resources. Standard Casualty remains obligated for amounts ceded in the event that the reinsurers do not meet their obligations. Substantially all of Standard Casualty's assumed reinsurance is with one entity.
The effects of reinsurance on premiums written and earned are as follows (in thousands):
 
Three Months Ended
 
June 27, 2015
 
June 28, 2014
 
Written
 
Earned
 
Written
 
Earned
Direct premiums
$
4,111

 
$
3,593

 
$
3,576

 
$
3,074

Assumed premiums—nonaffiliate
5,789

 
5,083

 
5,299

 
4,371

Ceded premiums—nonaffiliate
(2,714
)
 
(2,714
)
 
(2,309
)
 
(2,309
)
Net premiums
$
7,186

 
$
5,962

 
$
6,566

 
$
5,136


19


Typical insurance policies written or assumed by Standard Casualty have a maximum coverage of $300,000 per claim, of which Standard cedes $200,000 of the risk of loss per reinsurance. Therefore, Standard Casualty maintains risk of loss limited to $100,000 per claim on typical policies. Amounts are recoverable by Standard Casualty through reinsurance for catastrophic losses in excess of $1.0 million per occurrence up to a maximum of $24.0 million in the aggregate.
Purchasing reinsurance contracts protects Standard Casualty from frequency and/or severity of losses incurred on insurance policies issued, such as in the case of a catastrophe that generates a large number of serious claims on multiple policies at the same time.
14. Income Taxes
The Company's deferred tax assets primarily result from financial statement accruals not currently deductible for tax purposes and differences in the acquired basis of certain assets, and its deferred tax liabilities primarily result from tax amortization of goodwill and other intangible assets.
The Company complies with the provisions of ASC 740, Income Taxes ("ASC 740"), which clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740 also provides guidance on derecognizing, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The amount of unrecognized tax benefits recorded by the Company is insignificant and the impact on the effective tax rate if all unrecognized tax benefits were recognized would be insignificant. The Company classifies interest and penalties related to unrecognized tax benefits in tax expense.
Income tax returns are filed in the U.S. federal jurisdiction and in several state jurisdictions. The Company is no longer subject to examination by the IRS for years before fiscal year 2012. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to the Company's financial position. The total amount of unrecognized tax benefit related to any particular tax position is not anticipated to change significantly within the next 12 months. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year.
15. Commitments and Contingencies
Repurchase Contingencies. The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for independent retailers of its products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to retailers in the event of default by the retailer. The risk of loss under these agreements is spread over numerous retailers. The price the Company is obligated to pay generally declines over the period of the agreement (generally 18 to 36 months, calculated from the date of sale to the retailer) and the risk of loss is further reduced by the resale value of the repurchased homes. The maximum amount for which the Company was contingently liable under such agreements approximated $40.5 million at June 27, 2015, without reduction for the resale value of the homes. The Company applies ASC 460, Guarantees ("ASC 460"), and ASC 450-20, Loss Contingencies ("ASC 450-20"), to account for its liability for repurchase commitments. Under the provisions of ASC 460, the Company records the greater of the estimated value of the non-contingent obligation or a contingent liability for each repurchase arrangement under the provisions of ASC 450-20. The Company recorded an estimated liability of $1.5 million and $2.2 million at June 27, 2015 and March 28, 2015, respectively, related to the commitments pertaining to these agreements.
Letters of Credit. To secure certain reinsurance contracts, Standard Casualty maintains an irrevocable letter of credit of $7.0 million to provide assurance that Standard Casualty will fulfill its reinsurance obligations. This letter of credit is secured by certain of the Company's investments.

20


Construction-Period Mortgages. CountryPlace funds construction-period mortgages through periodic advances during the period of home construction. At the time of initial funding, CountryPlace commits to fully fund the loan contract in accordance with a predetermined schedule. Subsequent advances are contingent upon the performance of contractual obligations by the seller of the home and the borrower. Cumulative advances on construction-period mortgages are carried in the consolidated balance sheet at the lower of cost or market, which are included in consumer loans receivable. The total loan contract amount, less cumulative advances, represents an off-balance sheet contingent commitment of CountryPlace to fund future advances.
Loan contracts with off-balance sheet commitments are summarized below (in thousands):
 
June 27,
2015
 
March 28,
2015
Construction loan contract amount
$
12,032

 
$
9,591

Cumulative advances
(5,133
)
 
(4,076
)
Remaining construction contingent commitment
$
6,899

 
$
5,515

Representations and Warranties of Mortgages Sold. CountryPlace sells loans to GSEs and whole-loan purchasers. In connection with these activities, CountryPlace provides to the GSEs and whole-loan purchasers representations and warranties related to the loans sold. These representations and warranties generally relate to the ownership of the loan, the validity of the lien securing the loan, the loan's compliance with the criteria for inclusion in the sale transactions, including compliance with underwriting standards or loan criteria established by the buyer, and CountryPlace's ability to deliver documentation in compliance with applicable laws. Generally, representations and warranties may be enforced at any time over the life of the loan. Upon a breach of a representation, CountryPlace may be required to repurchase the loan or to indemnify a party for incurred losses. Repurchase demands and claims for indemnification payments are reviewed on a loan-by-loan basis to validate if there has been a breach requiring repurchase. CountryPlace manages the risk of repurchase through underwriting and quality assurance practices and by servicing the mortgage loans to investor standards. CountryPlace maintains a reserve for these contingent repurchase and indemnification obligations. This reserve of $790,000 and $867,000 as of June 27, 2015 and March 28, 2015, respectively, included in accrued liabilities, reflects management's estimate of probable loss. CountryPlace considers a variety of assumptions, including borrower performance (both actual and estimated future defaults), historical repurchase demands and loan defect rates to estimate the liability for loan repurchases and indemnifications.
Interest Rate Lock Commitments. In originating loans for sale, CountryPlace issues interest rate lock commitments ("IRLCs") to prospective borrowers and third-party originators. These IRLCs represent an agreement to extend credit to a loan applicant, or an agreement to purchase a loan from a third-party originator, whereby the interest rate on the loan is set prior to loan closing or sale. These IRLCs bind CountryPlace to fund the approved loan at the specified rate regardless of whether interest rates or market prices for similar loans have changed between the commitment date and the closing date. As such, outstanding IRLCs are subject to interest rate risk and related loan sale price risk during the period from the date of the IRLC through the earlier of the loan sale date or IRLC expiration date. The loan commitments generally range between 30 and 180 days; however, borrowers are not obligated to close the related loans. As a result, CountryPlace is subject to fallout risk related to IRLCs, which is realized if approved borrowers choose not to close on the loans within the terms of the IRLCs unless the commitment is successfully paired with another loan which may mitigate losses from fallout.

21


As of June 27, 2015 CountryPlace had outstanding IRLCs with a notional amount of $6.5 million and are recorded at fair value in accordance with ASC 815, Derivatives and Hedging ("ASC 815"). ASC 815 clarifies that the expected net future cash flows related to the associated servicing of a loan should be included in the measurement of all written loan commitments that are accounted for at fair value through earnings. The estimated fair values of IRLCs are based on quoted market values and are recorded in other assets in the consolidated balance sheets. The fair value of IRLCs is based on the value of the underlying mortgage loan adjusted for: (i) estimated cost to complete and originate the loan and (ii) the estimated percentage of IRLCs that will result in closed mortgage loans. The initial and subsequent changes in the value of IRLCs are a component of gain (loss) on mortgage loans held for sale. During the three months ended June 27, 2015, CountryPlace recognized losses of $18,000 on the outstanding IRLCs. During the three months ended June 28, 2014, CountryPlace recognized gains of $53,000 on the outstanding IRLCs.
Forward Sales Commitments. CountryPlace manages the risk profiles of a portion of its outstanding IRLCs and mortgage loans held for sale by entering into forward sales of mortgage backed securities ("MBS") and whole loan sale commitments. Commitments to forward sales of whole loans are typically in an amount proportionate with the amount of IRLCs expected to close in particular time frames, assuming no change in mortgage interest rates, for the respective loan products intended for whole loan sale.
The estimated fair values of forward sales of MBS and forward sale commitments are based on quoted market values and are recorded within other current assets in the consolidated balance sheets. During the three months ended June 27, 2015 and June 28, 2014, CountryPlace recognized gains of $66,000 and losses of $67,000, respectively, on forward sales and whole loan sale commitments.
Legal Matters. The Company is party to certain legal proceedings that arise in the ordinary course and are incidental to its business. Certain of the claims pending against the Company in these proceedings allege, among other things, breach of contract and warranty, product liability and personal injury. Although litigation is inherently uncertain, based on past experience and the information currently available, management does not believe that the currently pending and threatened litigation or claims will have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations. However, future events or circumstances currently unknown to management will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on the Company's consolidated financial position, liquidity or results of operations in any future reporting periods.

22


16. Stockholders' Equity
The following table represents changes in stockholders' equity for the three months ended June 27, 2015 (dollars in thousands):
 
 
 
 
 
Additional paid-in capital
 
Retained earnings
 
Accumulated other comprehensive income
 
Total
 
Common Stock
 
 
 
 
 
Shares
 
Amount
 
 
 
 
Balance, March 28, 2015
8,859,199

 
$
89

 
$
237,916

 
$
81,645

 
$
504

 
$
320,154

Stock option exercises, including incremental tax benefits
9,485

 

 
237

 

 

 
237

Share-based compensation

 

 
331

 

 

 
331

Net income

 

 

 
5,385

 

 
5,385

Unrealized gain (loss) on Available-for-sale securities

 

 

 

 
(409
)
 
(409
)
Balance, June 27, 2015
8,868,684

 
$
89

 
$
238,484

 
$
87,030

 
$
95

 
$
325,698

(1)
Other comprehensive income is comprised of unrealized gains and losses on available-for-sale investments. Unrealized losses before tax effect on available-for-sale securities were $640,000 for the three months ended June 27, 2015.
17. Stock-Based Compensation
The Company maintains stock incentive plans whereby stock option grants or awards of restricted stock may be made to certain officers, directors and key employees. The plans, which are shareholder approved, permit the award of up to 1,350,000 shares of the Company's common stock, of which 141,936 shares were still available for grant at June 27, 2015. When options are exercised, new shares of the Company's common stock are issued. Stock options may not be granted below 100% of the fair market value of the Company's common stock at the date of grant and generally expire seven years from the date of grant. Stock options and awards of restricted stock typically vest over a one to five year period as determined by the plan administrator (the Compensation Committee of the Board of Directors, which consists of independent directors). The stock incentive plans provide for accelerated vesting of stock options upon a change in control (as defined in the plans).
Stock-based compensation cost charged against income for the three months ended June 27, 2015 and June 28, 2014 was $331,000 and $282,000, respectively.
As of June 27, 2015, total unrecognized compensation cost related to stock options was approximately $1.3 million and the related weighted-average period over which it is expected to be recognized is approximately 2.81 years.
The following table summarizes the option activity within the Company's stock-based compensation plans for the three months ended June 27, 2015:
 
Number
of Shares
Outstanding at March 28, 2015
506,980

Granted
4,000

Exercised
(15,500
)
Canceled or expired

Outstanding at June 27, 2015
495,480

Exercisable at June 27, 2015
343,800


23


18. Earnings 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. The following table sets forth the computation of basic and diluted earnings per share (dollars in thousands, except per share amounts):
 
Three Months Ended
 
June 27,
2015
 
June 28,
2014
Net income
$
5,385

 
$
5,759

Weighted average shares outstanding:
 
 
 
Basic
8,863,648

 
8,848,157

Common stock equivalents—treasury stock method
156,613

 
164,139

Diluted
9,020,261

 
9,012,296

Net income per share:
 
 
 
Basic
$
0.61

 
$
0.65

Diluted
$
0.60

 
$
0.64

There were 14,711 anti-dilutive common stock equivalents excluded from the computation of diluted earnings per share for the three months ended June 27, 2015, and none for the three months ended June 28, 2014.
19. Fair Value Measurements
The book value and estimated fair value of the Company's financial instruments are as follows (in thousands):
 
June 27, 2015
 
March 28, 2015
 
Book
Value
 
Estimated
Fair Value
 
Book
Value
 
Estimated
Fair Value
Available-for-sale securities (1)
$
22,326

 
$
22,326

 
$
21,283

 
$
21,283

Non-marketable equity investments (2)
10,375

 
10,375

 
10,636

 
10,636

Consumer loans receivable (3)
97,747

 
125,377

 
98,158

 
129,616

Interest rate lock commitment derivatives (4)
2

 
2

 
19

 
19

Forward loan sale commitment derivatives (4)
12

 
12

 
(54
)
 
(54
)
Commercial loans receivable (5)
22,575

 
22,842

 
18,081

 
18,025

Securitized financings (6)
(65,516
)
 
(70,067
)
 
(66,960
)
 
(67,064
)
Mortgage servicing rights (7)
503

 
503

 
475

 
475

(1)
The fair value is based on quoted market prices.
(2)
The fair value approximates book value based on the non-marketable nature of the investments.
(3)
Includes consumer loans receivable held for investment, held for sale and construction advances. The fair value of the loans held for investment is based on the discounted value of the remaining principal and interest cash flows. The fair value of the loans held for sale are estimated based on recent GSE mortgage backed bond prices. The fair value of the construction advances approximates book value and the sales price of these loans is estimated based on construction completed.

24


(4)
The fair values are based on changes in GSE mortgage backed bond prices and, additionally for IRLCs, pull through rates.
(5)
The fair value is estimated using market interest rates of comparable loans.
(6)
The fair value is estimated using recent public transactions of similar asset-backed securities.
(7)
The fair value of the mortgage servicing rights is based on the present value of expected net cash flows related to servicing these loans.
In accordance with ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 –
Quoted prices in active markets for identical assets or liabilities.
Level 2 –
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 –
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
When the Company uses observable market prices for identical securities that are traded in less active markets, it classifies such securities as Level 2. When observable market prices for identical securities are not available, the Company prices its marketable debt instruments using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments; or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data. Non-binding market consensus prices are based on the proprietary valuation models of pricing providers or brokers. These valuation models incorporate a number of inputs, including non-binding and binding broker quotes; observable market prices for identical or similar securities; and the internal assumptions of pricing providers or brokers that use observable market inputs and, to a lesser degree, unobservable market inputs.
Financial instruments measured at fair value on a recurring basis are summarized below (in thousands):
 
June 27, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
Securities issued by the U.S Treasury and Government (1)
$
1,692

 
$

 
$
1,692

 
$

Mortgage-backed securities (1)
4,891

 

 
4,891

 

Securities issued by states and political subdivisions (1)
8,344

 

 
8,344

 

Corporate debt securities (1)
781

 

 
781

 

Marketable equity securities (1)
5,618

 
5,618

 

 

Interest rate lock commitment derivatives (2)
2

 

 

 
2

Forward loan sale commitment derivatives (2)
12

 

 

 
12

Mortgage servicing rights (3)
503

 

 

 
503

(1)
Unrealized gains or losses on investments are recorded in accumulated other comprehensive income (loss) at each measurement date

25


(2)
Gains or losses on derivatives are recognized in current period earnings through cost of sales.
(3)
Changes in the fair value of mortgage servicing rights are recognized in the current period earnings through net revenue.
No transfers between Level 1, Level 2 or Level 3 occurred during the three months ended June 27, 2015. The Company's policy regarding the recording of transfers between levels is to record any such transfers at the end of the reporting period.
Financial instruments for which fair value is disclosed but not required to be recognized in the balance sheet on a recurring basis are summarized below (in thousands):
 
June 27, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
Loans held for investment
$
107,726

 
$

 
$

 
$
107,726

Loans held for sale
12,518

 

 
12,518

 

Loans held—construction advances
5,133

 

 

 
5,133

Commercial loans receivable
22,842

 

 

 
22,842

Securitized financings
(70,067
)
 

 
(70,067
)
 

Non-marketable equity investments
10,375

 

 

 
10,375

Financial instruments measured on a nonrecurring basis also include impaired loans (nonaccrual loans) disclosed in Note 5 and loans held for sale. No recent sales have been executed in an orderly market of manufactured home loan portfolios with comparable product features, credit characteristics or performance. Impaired loans are measured using Level 3 inputs that are calculated using estimated discounted future cash flows with discount rates considered to reflect current market conditions. Loans held for sale are measured at the lower of cost or fair value using Level 2 inputs that consist of commitments on hand from investors. These loans are held for relatively short periods, typically no more than 45 days. As a result, changes in loan-specific credit risk are not a significant component of the change in fair value. The cost of loans held for sale is lower than the fair value as of June 27, 2015.
ASC 825, Financial Instruments ("ASC 825"), requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value estimates are made as of a specific point in time based on the characteristics of the financial instruments and the relevant market information. Where available, quoted market prices are used. In other cases, fair values are based on estimates using other valuation techniques. These techniques involve uncertainties and are significantly affected by the assumptions used and the judgments made regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows, future expected loss experience and other factors. Changes in assumptions could significantly affect these estimates and the resulting fair values. Derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in an immediate sale of the instrument. Also, because of differences in methodologies and assumptions used to estimate fair values, the Company's fair values should not be compared to those of other companies.
Under ASC 825, fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying market value of the Company.
The Company records impairment losses on long-lived assets held for sale when the fair value of such long-lived assets is below their carrying values. The Company records impairment charges on long-lived assets used in operations when events and circumstances indicate that long-lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. No impairment charges were recorded during the three months ended June 27, 2015.

26


Mortgage Servicing. Mortgage Servicing Rights ("MSRs") are the rights to receive a portion of the interest coupon and fees collected from the mortgagors for performing specified mortgage servicing activities, which consist of collecting loan payments, remitting principal and interest payments to investors, managing escrow accounts, performing loss mitigation activities on behalf of investors and otherwise administering the loan servicing portfolio. MSRs are initially recorded at fair value. Changes in fair value subsequent to the initial capitalization are recorded in the Company's results of operations. The Company recognizes MSRs on all loans sold to investors that meet the requirements for sale accounting and for which servicing rights are retained.
The Company applies fair value accounting to MSRs, with all changes in fair value recorded to net revenue in accordance with ASC 860-50, Servicing Assets and Liabilities. The fair value of MSRs is based on the present value of the expected future cash flows related to servicing these loans. The revenue components of the cash flows are servicing fees, interest earned on custodial accounts and other ancillary income. The expense components include operating costs related to servicing the loans (including delinquency and foreclosure costs) and interest expenses on servicer advances that the Company believes are consistent with the assumptions major market participants use in valuing MSRs. The expected cash flows are primarily impacted by prepayment estimates, delinquencies and market discounts. Generally, the value of MSRs is expected to increase when interest rates rise and decrease when interest rates decline, due to the effect those changes in interest rates have on prepayment estimates. Other factors noted above as well as the overall market demand for MSRs may also affect the valuation.
 
June 27,
2015
 
March 28,
2015
Number of loans serviced with MSRs
3,435

 
3,306

Weighted average servicing fee (basis points)
29.93

 
29.88

Capitalized servicing multiple
42.53
%
 
42.10
%
Capitalized servicing rate (basis points)
12.73

 
12.58

Serviced portfolio with MSRs (in thousands)
$
394,959

 
$
380,120

Mortgage servicing rights (in thousands)
$
503

 
$
475

20. Related Party Transactions
Third Avenue Value Fund and an affiliate (collectively, "Third Avenue") are considered a principle owner, and therefore a related party, under ASC 850, Related Party Disclosures. As of June 27, 2015, based on the latest regulatory filing available, Third Avenue and its related funds owned approximately 17.4% of our outstanding common shares.
In July 2015, the Company’s CEO made a payment of $1.1 million to the Company, representing the repayment of performance bonuses related to fiscal 2012, 2014 and 2015 that were determined to be in excess of the 2005 Stock Incentive Plan limits and made to the CEO during those periods. The amount has been reflected as a non-trade receivable in Prepaid and other current assets at June 27, 2015 with a corresponding reduction to Selling, general and administrative expenses for the three months ended June 27, 2015.

27


21. Business Segment Information
The Company operates principally in two segments: (1) factory-built housing, which includes wholesale and retail systems-built housing operations and (2) financial services, which includes manufactured housing consumer finance and insurance. The following table details net revenue and income before income taxes by segment (in thousands):
 
Three Months Ended
 
June 27,
2015
 
June 28,
2014
Net revenue:
 
 
 
Factory-built housing
$
147,546

 
$
126,265

Financial services
14,122

 
12,899

 
$
161,668

 
$
139,164

Income before income taxes:
 
 
 
Factory-built housing
$
8,004

 
$
7,618

Financial services
628

 
1,324

 
$
8,632

 
$
8,942



28


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Introduction
The following should be read in conjunction with Cavco Industries, Inc. and its subsidiaries' (collectively, the "Company" or "Cavco") Consolidated Financial Statements and the related Notes that appear in Item 1 of this Report. References to "Note" or "Notes" pertain to the Notes to the Company's Consolidated Financial Statements.
Overview
Headquartered in Phoenix, Arizona, the Company designs and produces factory-built homes primarily distributed through a network of independent and Company-owned retailers. We are the second largest producer of manufactured homes in the United States, based on reported wholesale shipments, marketed under a variety of brand names, including Cavco Homes, Fleetwood Homes, Palm Harbor Homes, Fairmont Homes and Chariot Eagle. The Company is also a leading builder of park model RVs, vacation cabins and systems-built commercial structures, as well as modular homes built primarily under the Nationwide Homes brand. Cavco's mortgage subsidiary, CountryPlace, is an approved Fannie Mae and Ginnie Mae seller/servicer and offers conforming mortgages to purchasers of factory-built and site-built homes. Our insurance subsidiary, Standard Casualty, provides property and casualty insurance to owners of manufactured homes.
Company Growth
From its inception in 1965, Cavco traditionally served affordable housing markets in the southwestern United States primarily through its manufactured home production. During the period from 1997 to 2000, Cavco was purchased by and became a wholly-owned subsidiary of Centex Corporation, which operated the Company until 2003, when Cavco became a stand-alone publicly-held Company traded on the NASDAQ Global Select Market under the ticker symbol CVCO.
In 2009, the Company and an investment partner, Third Avenue Value Fund and an affiliate (collectively, "Third Avenue"), formed a jointly-owned corporation, Fleetwood Homes, Inc. ("Fleetwood"). Cavco and Third Avenue each owned 50 percent of Fleetwood, which has been operated by the Company since Fleetwood's inception. Fleetwood acquired certain assets and liabilities of Fleetwood Enterprises, Inc. The assets acquired included, among other assets, seven operating homebuilding factories in seven states which substantially expanded the organization's geographic presence and increased the diversity of products offered by the Company.
In 2011, Fleetwood acquired certain manufactured housing assets and liabilities of Palm Harbor Homes, Inc., a Florida corporation. The assets acquired included five operating homebuilding factories in four states, 49 operating retail locations, a manufactured housing finance company and a homeowners insurance company.
Financial information for Fleetwood was historically included in the Company's Consolidated Financial Statements and related Notes as a result of Cavco's management control of Fleetwood. Third Avenue's financial interest in Fleetwood was considered a "redeemable noncontrolling interest," and was designated as such in the Consolidated Financial Statements.
On July 22, 2013, Cavco purchased all noncontrolling interests in Fleetwood pursuant to a Stock Purchase Agreement. As a result of the transaction, Cavco owns 100 percent of Fleetwood and the Fleetwood businesses. The transaction eliminated the need for noncontrolling interest accounting. Since the transaction closed, Cavco's ownership of 100% of its subsidiaries entitles the Company to all of the associated earnings.
On March 30, 2015, the Company purchased the business and operating assets of Chariot Eagle, a Florida-based manufacturer of park model RVs and manufactured homes. This transaction was accounted for as a business combination and is expected to expand the Company's offering of park model RV product lines and further strengthen our geographic presence in the Southeastern United States.

29


On May 1, 2015, Cavco acquired certain assets and liabilities of Fairmont Homes. Fairmont Homes, headquartered in Nappanee, Indiana, is a builder of manufactured and modular homes and park model RVs, with manufacturing plants in Indiana and Minnesota. This transaction was accounted for as a business combination and will provide additional home production capabilities and increased distribution into new markets in the Midwest, the western Great Plains states, the Northeast and several provinces in Canada.
The Company operates 19 homebuilding facilities located in Millersburg and Woodburn, Oregon; Nampa, Idaho; Riverside, California; Phoenix and Goodyear, Arizona; Austin, Fort Worth, Seguin and Waco, Texas; Montevideo, Minnesota; Nappanee, Indiana; Lafayette, Tennessee; Martinsville and Rocky Mount, Virginia; Douglas, Georgia; Plant City and Ocala, Florida. The majority of the homes produced are sold to and distributed by independently owned retailers located primarily throughout the United States and Canada. In addition, our homes are sold through 45 Company-owned U.S. retail locations.
We continually review our product offerings throughout the combined organization and strive to improve product designs, production methods and marketing strategies. The supportive response to the past and recent acquisitions has been encouraging. We plan to continue our consistent focus on developing synergies among all operations. Overall, we believe that these expansions and ongoing improvements will provide positive long-term strategic benefits for the Company.
Industry and Company Outlook
According to data reported by the Manufactured Housing Institute ("MHI"), industry home shipments continue to improve, increasing 8.8% for the first five months of 2015 compared to the same period in the prior year. During calendar year 2014 our industry shipped approximately 64,000 HUD code manufactured homes, an increase of 6.7% over the approximately 60,000 homes shipped in 2013. Shipments were 55,000 in 2012, 52,000 in 2011 and 50,000 in calendar year 2010, the lowest levels since shipment statistics began to be recorded in 1959. Annual home shipments from 2004 to 2014 were less than the annual home shipments for each of the 40 years from 1963 to 2002. For the past 10- and 20-year periods, annual home shipments averaged 77,000 and 171,000, respectively. While industry HUD code manufactured home shipments improved modestly during recent years, the manufactured housing industry and the Company continue to operate at relatively low production and shipment levels.
Ongoing economic challenges continue to hinder annual industry and Company home sales. We believe that low employment rates and underemployment among potential home buyers who favor affordable housing and low consumer confidence levels are two of the most significant impediments. "First-time" and "move-up" buyers of affordable homes are historically among the largest segments of new manufactured home purchasers. Included in this group are lower-income households that are particularly affected by persistently low employment rates and underemployment. Low consumer confidence in the U.S. economy is evident among manufactured home buyers interested in our products for seasonal or retirement living, as they may remain concerned about financial stability and, therefore, may be hesitant to commit to a new home purchase. We believe sales of our products may increase if employment and consumer confidence levels improve from current levels.
The housing industry is subject to seasonal fluctuations based on new home buyer purchasing patterns. Still, diversification among Cavco’s product lines and operations have served to limit the extent of seasonal fluctuations. Demand for our core single-family new home products typically peaks each spring and declines in the winter, consistent with the overall housing industry. However, demand patterns for Park Model RVs and homes used primarily for retirement seasonal living partially offset the general housing seasonality. Cabins used for camping and vacation use are placed in a variety of climates that further mitigates the effects of seasonality on our sales volume. Cavco’s Company-owned retail stores experience decreased home buyer traffic during holidays and popular vacation periods; however, the one to three month retail sales process tends to even-out the impact of these irregular traffic patterns.

30


Cavco’s mortgage subsidiary experiences minimal seasonal fluctuation in its mortgage origination activities as a result of the time needed for approval processes and subsequent home loan closing activities. The mortgage subsidiary realizes no seasonal impacts from its mortgage servicing operations. Revenue for the home insurance subsidiary is not impacted by seasonality as it recognizes revenue from policy sales ratably over each policy’s term year. The insurance subsidiary is subject to the effects of seasonal storms in Texas where most of its policies are underwritten. Spring storm activity typically spikes each April and May, the prime season for Texas weather events. During the quarter ended June 27, 2015, record setting storm activity in Texas produced high insurance claims volume. The severity of the hail and wind related damage to insured homes were considerably greater than most spring storm seasons. Losses from this quarter’s catastrophic events were somewhat limited by reinsurance contracts in place, which responded as intended as part of the Company’s loss mitigation structure. While the severity of weather events has and can be expected to vary over time, the insurance subsidiary is a well-established and time-tested business. The entity has been a solid performer for the Company over time despite occasional periods of high claims experience.
The two largest manufactured housing consumer demographics, young adults and those who are 55+ years old, are both growing. The U.S. adult population is estimated to expand by approximately 12.4 million between 2015 and 2020. Young adults born from 1976 to 1995, sometimes referred to as Gen Y, represent a large segment of the population. Late-stage Gen Y is approximately 2 million people larger than the next age category born from 1966 to 1975, Gen X, and is considered to be in the peak household-formation and home-buying years. Gen Y represents prime first-time home buyers who may be attracted by the affordability, diversity of style choices and location flexibility of factory-built homes. The age 55 and older category is reported to be the fastest growing segment of the U.S. population. This group is similarly interested in the value proposition; however, they are also motivated by the energy efficiency and low maintenance requirements of systems-built homes, and by the lifestyle offered by planned communities that are specifically designed for homeowners that fall into this age group.
Consumer financing for the retail purchase of manufactured homes needs to become generally more available before marked emergence from current low home shipment levels can occur. Restrictive underwriting guidelines, irregular and onerous appraisal requirements, higher interest rates compared to site-built homes, regulatory burdens, a limited number of institutions lending to manufactured home buyers and limited secondary market availability for manufactured home loans are significant restraints to industry growth. We are working directly with other industry participants to develop manufactured home consumer financing models that may better attract industry financiers interested in furthering or expanding lending opportunities in the industry. We have invested in community-based lending initiatives that provide home-only financing to residents of certain manufactured home communities. We are also working through industry trade associations to encourage favorable legislative and GSE action to address the mortgage financing needs of potential buyers of affordable homes. Only limited progress has been made in this area and meaningful positive impact in the form of increased home orders has yet to be realized. See "Regulatory Developments" below.
While sales activity of existing homes appear to be showing modest signs of improvement, the current lending environment that favors site-built housing and more affluent home buyers has not provided improved capabilities for affordable-home buyers to facilitate a new home purchase. In addition, the contingency contract process, wherein potential manufactured home buyers must sell their existing home in order to facilitate the purchase of a new factory-built home continues to be somewhat impeded.
Based on the relatively low cost associated with manufactured home ownership, our products have traditionally competed with rental housing's monthly payment affordability. Rental housing activity is reported to have increased in recent years. As a result, tenant housing vacancy rates appear to have declined, which often causes a corresponding rise in associated rental rates. These rental market factors may cause some renters to become interested buyers of affordable housing alternatives including manufactured homes.
Further, with respect to the general rise in demand for rental housing, we have realized a larger proportion of orders from developers and community owners for new manufactured homes intended for use as rental housing. The Company is responsive to the unique product and related requirements of these home buyers and values the opportunity to provide homes that are well suited for these purposes.

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The backlog of sales orders at June 27, 2015 varied among our 19 factories and in total was approximately $72.1 million, or approximately six weeks of current production levels, compared to $37.7 million at June 28, 2014. Retailers may cancel orders prior to production without penalty. Accordingly, until the production of a particular home has commenced, we do not consider our backlog to be firm orders.
Inventory financing for the industry's wholesale distribution chain continues to be in short supply. Faced with illiquid capital markets in late calendar year 2008, each of the manufactured housing sector's remaining inventory finance companies (floor plan lenders) initiated significant changes, and one company ceased lending activities in the industry entirely. Other finance programs are subject to more restrictive terms that continue to evolve and in some cases require the financial involvement of the Company. As a result, the Company has entered into certain commercial loan programs whereby the Company provides a significant amount of the funds that independent financiers then lend to distributors to finance retail inventories of our products. In addition, the Company has entered into direct commercial loan arrangements with distributors, communities and developers under which the Company provides funds for financing homes (see Note 6 to the Consolidated Financial Statements). The Company's involvement in commercial loans has increased the availability of manufactured home financing to distributors and users of our products. We believe that our taking part in the wholesale financing is helpful to retailers, communities and developers and allows our homes continued exposure to potential home buyers. These initiatives support the Company's ongoing efforts to expand our distribution base in all of our markets with existing and new customers. However, the initiatives expose the Company to risks associated with the creditworthiness of certain customers and business partners, including independent retailers, developers, communities and inventory financing partners, many of whom may be adversely affected by the volatile conditions in the economy and financial markets.
With manufacturing facilities strategically positioned across the United States, we utilize local market research to design homes to meet the demands of our customers. We have the ability to customize floor plans and designs to fulfill specific needs and interests. By offering a full range of homes from entry-level models to large custom homes with the ability to engineer designs in-house, we can accommodate virtually any customer request. In addition to homes built to the federal HUD code, we construct modular homes that conform to state and local codes, park models and cabins and light commercial buildings at many of our manufacturing facilities.
We employ a concerted effort to identify niche market opportunities where our diverse product lines and custom building capabilities provide us with a competitive advantage. Our green building initiatives involve the creation of an energy efficient envelope including higher utilization of renewable materials. These homes provide environmentally-friendly maintenance requirements, typically lower utility costs, specially designed ventilation systems and sustainability. Cavco also builds homes designed to use alternative energy sources such as solar and wind. Building green may significantly reduce greenhouse gas emissions without sacrificing features, style or comfort. From bamboo flooring and tankless water heaters to solar-powered homes, our products are diverse and tailored to a wide range of consumer interests. Innovation in housing design is a forte of the Company and we continue to introduce new models at competitive price points with expressive interiors and exteriors that complement home styles in the areas in which they are located.
We maintain a conservative cost structure, which enables us to build added value into our homes. We have placed a consistent focus on developing synergies among all operations. In addition, the Company has worked diligently to maintain a solid financial position. Our balance sheet strength and position in cash and cash equivalents should help us to avoid liquidity problems and enable us to act effectively as market opportunities present themselves.
We were named the 2015 Manufacturer of the Year by the members of MHI, the factory-built home industry's national trade organization, for the sixth consecutive year. We also received several product and interior design awards from MHI.
In addition, recently we were listed as number 13 on Forbes® Magazine’s list of "America's Best Small Companies 2014." Since 1979, Forbes has been compiling a list of their top 100 small companies from all industry segments based on their history of consistent sales and earnings growth.

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In January 2008, we announced a stock repurchase program, under which a total of $10.0 million may be used to repurchase our outstanding common stock. The repurchases may be made in the open market or in privately negotiated transactions in compliance with applicable state and federal securities laws and other legal requirements. The level of repurchase activity is subject to market conditions and other investment opportunities. The plan does not obligate us to acquire any particular amount of common stock and may be suspended or discontinued at any time. The repurchase program will be funded using our available cash. No repurchases have been made under this program to date.
Regulatory Developments
In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act" or the "Act") was passed into law. The Dodd-Frank Act is a sweeping piece of legislation and the financial services industry continues to assess its implications and implement necessary changes in procedures and business practices. The Act established the Consumer Financial Protection Bureau ("CFPB") to regulate consumer financial products and services. Although Congress detailed significant changes, and many new rules have been implemented, the full impact will not be known for years as the development of additional rules continue, Congress considers amending part of the Act, enforcement actions have just begun and the effects of possible litigation related to the regulations remains unknown.
On January 10, 2014, certain CFPB mortgage finance rules required under the Dodd-Frank Act became effective. The rules apply to consumer credit transactions secured by a dwelling, which include real property mortgages and chattel loans (financed without land) secured by manufactured homes. The rules defined standards for origination of "Qualified Mortgages," established specific requirements for lenders to prove borrowers' ability to repay loans, and outlined the conditions under which Qualified Mortgages are subject to safe harbor limitations on liability to borrowers. The rules also established interest rates and other cost parameters for determining which Qualified Mortgages fall under safe harbor protection. Among other issues, Qualified Mortgages with interest rates and other costs outside the limits are deemed "rebuttable" by borrowers and expose the lender and its assignees (including investors in loans, pools of loans and instruments secured by loans or loan pools) to possible litigation and penalties.
While many manufactured homes are currently financed with agency-conforming mortgages in which the ability to repay is verified, and interest rates and other costs are within the safe harbor limits established under the CFPB, a significant amount of loans to finance the purchase of manufactured homes, especially chattel loans and non-conforming land-home loans, fall outside the safe harbor limits. The rules have caused some lenders to curtail underwriting such loans, and some investors may be reluctant to own or participate in owning such loans because of the uncertainty of potential litigation and other costs. If so, some prospective buyers of manufactured homes may be unable to secure the financing necessary to complete purchases. In addition, compliance with the law is causing lenders to incur additional costs to implement new processes, procedures, controls and infrastructure required to comply with the regulations. Compliance may also constrain lenders' ability to profitably price certain loans. Failure to comply with these regulations, changes in these or other regulations, or the imposition of additional regulations, could affect our earnings, limit our access to capital and have a material adverse effect on our business and results of operations.

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The CFPB rules amending the Truth in Lending Act ("TILA") and the Real Estate Settlement Procedures Act ("Regulation Z"). The final rule amended Regulation Z by expanding the types of mortgage loans that are subject to the protections of the Home Ownership and Equity Protections Act of 1994 ("HOEPA"), revise and expand the tests for coverage under HOEPA, and impose additional restrictions on mortgages that are covered by HOEPA. As a result, certain manufactured home loans are now subject to HOEPA limits on interest rates and fees. Loans with rates or fees in excess of the limits are deemed High Cost Mortgages and provide additional protections for borrowers, including with respect to determining the value of the home. Most loans for the purchase of manufactured homes have been written at rates and fees that would not appear to be considered High Cost Mortgages under the new rule. Although some lenders may continue to offer loans that are now deemed High Cost Mortgages, the rate and fee limits may deter some lenders from offering loans to certain borrowers due to the limits on rates and fees or be reluctant to enter into loans subject to the provisions of HOEPA. If so, some prospective buyers of manufactured homes may be unable to secure financing necessary to complete manufactured home purchases.
The Dodd-Frank Act amended provisions of TILA to require rules for appraisals on principal residences securing higher-priced mortgage loans ("HPML"). Certain loans secured by manufactured homes, primarily chattel loans, could be considered HPMLs. Among other things, the rule requires creditors to provide copies of appraisal reports to borrowers prior to loan closing. To implement these amendments, the CFPB adopted the HPML Appraisal Rule effective December 30, 2014 and loans secured by new manufactured homes were exempt from the rule until July 18, 2015. Although the effects of these new requirements are not yet known, some prospective home buyers may be deterred from completing a manufactured home purchase as a result of appraised values.
The American Housing Rescue and Foreclosure Prevention Act was enacted in 2008 to provide assistance by way of legislation for the housing industry, including manufactured homes. Among other things, the act provided for increased loan limits for chattel (home-only Title I) loans to $69,678, up 43% from the previous limit of $48,600 set in 1992. New Federal Housing Administration ("FHA") Title I program guidelines became effective on June 1, 2010 and provide Ginnie Mae the ability to securitize manufactured home FHA Title I loans. These guidelines were intended to allow lenders to obtain new capital, which can then be used to fund new loans for our customers. Chattel loans have languished for several years and these changes were meant to broaden chattel financing availability for prospective homeowners. However, we are aware of only a small number of loans currently being securitized under the Ginnie Mae program.
The Secure and Fair Enforcement for Mortgage Licensing Act of 2008 ("SAFE Act") established requirements for the licensing and registration of all individuals that are Mortgage Loan Originators ("MLOs"). MLOs must be registered or licensed by the states. Traditionally, manufactured housing retailers have assisted home buyers with securing financing for the purchase of homes. This assistance may have included assisting with loan applications and presenting terms of loans. Under the SAFE Act, these activities are prohibited unless performed by a registered or licensed MLO. Although the definition of an MLO contains exemptions for administrative and other specific functions and industries, manufactured housing retailers are no longer able to negotiate rates and terms for loans unless they are licensed as MLOs. Compliance may require manufactured housing retailers to become licensed lenders and employ MLOs, or alter business practices related to assisting home buyers in securing financing. This may result in increased costs for retailers who elect to employ MLOs, penalties assessed against or litigation costs incurred by retailers found to be in violation, reduced home sales from home buyers' inability to secure financing without retailer assistance, or increased costs to home buyers or reduced transaction profitability for retailers as a result of the additional cost of mandatory MLO involvement.
If passed by Congress and signed into law, the proposed Preserving Access to Manufactured Housing Act (Senate Bill 682 and House of Representatives Bill 650) would amend some Dodd-Frank Act provisions that affect manufactured housing financing. The bill would revise the triggers by which small-sized manufactured home loans are considered “High-Cost” under HOEPA and clarify the MLO licensing requirements for manufactured home retailers and their employees.

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Our sale of insurance products is subject to various state insurance laws and regulations which govern allowable charges and other insurance practices. Standard Casualty's insurance operations are regulated by the state insurance boards where it underwrites its policies. Underwriting, premiums, investments and capital reserves (including dividend payments to stockholders) are subject to the rules and regulations of these state agencies.
In 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act ("Health Reform Law"), was passed into law. As enacted, the Health Reform Law reforms, among other things, certain aspects of health insurance. The Health Reform Law could increase our healthcare costs, adversely impacting the Company's earnings.
Results of Operations
Three months ended June 27, 2015 compared to June 28, 2014
Net Revenue. The following table summarizes net revenue for three months ended June 27, 2015 and June 28, 2014.
 
Three Months Ended
 
 
 
 
 
June 27,
2015
 
June 28,
2014
 
$ Change
 
% Change
 
(Dollars in thousands)
 
 
 
 
Net revenue:
 
 
 
 
 
 
 
Factory-built housing
$
147,546

 
$
126,265

 
$
21,281

 
16.9
 %
Financial services
14,122

 
12,899

 
1,223

 
9.5
 %
 
$
161,668

 
$
139,164