CAVCO INDUSTRIES INC. - Quarter Report: 2015 June (Form 10-Q)

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



¨	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



	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 27, 2015 (unaudited) and March 28, 2015	1
Consolidated Statements of Comprehensive Income (unaudited) for the three months ended June 27, 2015 and June 28, 2014	2
Consolidated Statements of Cash Flows (unaudited) for the three months ended June 27, 2015 and June 28, 2014	3
Notes to Consolidated Financial Statements	4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3. Quantitative and Qualitative Disclosures About Market Risk	42
Item 4. Controls and Procedures	43
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	43
Item 1A. Risk Factors	44
Item 6. Exhibits	44
SIGNATURES	45
EXHIBIT INDEX	46

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

Table of Contents

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

Table of Contents

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

Table of Contents

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.

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

Table of Contents

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

Table of Contents

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).

Table of Contents

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

Table of Contents

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

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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	)	$	—	$	—

Table of Contents

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.

Table of Contents

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

Table of Contents

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.

Table of Contents

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

Table of Contents

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

Table of Contents

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

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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

Table of Contents

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.

Table of Contents


(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

Table of Contents


(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.

Table of Contents

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.

Table of Contents

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

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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.

Table of Contents

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	$	22,504		16.2	%

Factory-built homes sold:
by Company-owned retail sales centers	559		533		26			4.9	%
to independent retailers, builders, communities & developers	2,343		1,906		437			22.9	%
Total homes sold	2,902		2,439		463			19.0	%

Net revenue per home sold	$	50,843	$	51,769	$	(926	)	(1.8	)%

Factory-built housing segment revenue increased, primarily from higher home sales volume. The improved home sales volume resulted from the recent acquisitions of Fairmont Homes and Chariot Eagle, as well as strengthening market conditions.

Financial services segment revenue increased, resulting from 12.6% more insurance policies in force in the current year compared to the prior year as well as an increase of 24.6% in home loan sales volume year over year. Financial services segment revenue is partially offset by lower interest income earned on securitized loan portfolios that continue to amortize.

Table of Contents

Net revenue per home sold was adversely impacted by a larger proportion of lower price-point homes sold. The overall net revenue per home is a volatile metric, dependent upon several factors. Changes to the net revenue per home are impacted by product mix variability. The product mix is influenced by home buyer tastes and preferences as they select the home type/model, as well as optional home upgrades when purchasing the home. These selections vary regularly based on consumer interests, local housing preferences and economic circumstances. The Company's product mix is also subject to seasonal home sales activity fluctuations. Our product prices are also adjusted for the cost and availability of raw materials included in and labor used to produce each home. Another factor that contributes to volatility in the overall net revenue per home, which is unique to the manufactured housing industry, is the price disparity between sales of homes to independent retailers, builders, communities and developers ("Wholesale") and sales of homes to consumers by Company-owned retail centers ("Retail"). Wholesale sales prices are primarily comprised of the home and the cost to ship the home from a homebuilding facility to the home-site. Retail home prices include these items and retail markup, as well as items that are largely subject to home buyer discretion, including, but not limited to, land, installation, utilities, site improvements, landscaping and additional services. Changes to the proportion of home sales among these distribution channels between reporting periods impacts the overall net revenue per home. For these reasons discussed above, we have experienced, and expect to continue to experience, volatility in the overall net revenue per home.

Gross Profit. The following table summarizes gross profit 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)
Gross profit:
Factory-built housing	$	26,364		$	25,416		$	948		3.7	%
Financial services	5,470			6,302			(832		)	(13.2	)%
	$	31,834		$	31,718		$	116		0.4	%

Gross profit as % of Net revenue:	19.7		%	22.8		%	N/A			(3.1	)%

The increase in factory-built housing gross profit is from higher home sales volume attributed to the Fairmont Homes and Chariot Eagle operations acquired during quarter ended June 27, 2015. This increase was partially offset by the purchase price fair value adjustments recorded for acquired inventory.

Gross profit decreased for financial services from higher insurance claim activity, partially offset by gross profit from increased loan sales volume. The insurance claim volume increased in the current quarter from damage caused by record setting storms in Texas. While claims activity typically spikes in April and May each year, a prime season for storm activity in the area, the severity of the hail and wind storms and the damage to insured homes were considerably greater than during the same quarter last year. Losses on these catastrophic events were somewhat mitigated by reinsurance contracts in place.

Table of Contents

Selling, General and Administrative Expenses. The following table summarizes Selling, General and Administrative Expenses 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)
Selling, general and administrative expenses:
Factory-built housing	$	18,800		$	18,478		$	322	1.7	%
Financial services	3,859			3,730			129		3.5	%
	$	22,659		$	22,208		$	451	2.0	%

Selling, general and administrative expenses as % of Net revenue:	14.0		%	16.0		%	N/A		(2.0	)%

Factory-built housing selling, general and administrative expenses increased primarily from the addition of Fairmont Homes and Chariot Eagle.

Selling, general and administrative expenses for financial services increased from costs related to higher insurance premium revenue and loan sales volume.

Interest Expense. The following table summarizes Interest Expense 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)
Interest expense	$	1,015	$	1,176	$	(161	)	(13.7	)%

Interest expense, which is all attributable to the Company's financial services segment, consisted primarily of debt service on securitization financings connected to the CountryPlace securitized manufactured home loan portfolios and decreased because of the connection with the continued principal reductions of the securitization financings.

Other Income, net. The following table summarizes Other Income, net 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)
Other income, net	$	472	$	608	$	(136	)	(22.4	)%

The majority of Other income, net, is attributable to interest income earned on commercial loans receivable in the factory built housing segment and primarily represents gains, losses or impairment on property, plant and equipment, including assets held for sale or sold. Other income, net decreased mainly from lower gains on sales of property, plant and equipment.

Table of Contents

Income Before Income Taxes. The following table summarizes Income Before Income Taxes 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)
Income before income taxes:
Factory-built housing	$	8,004	$	7,618	$	386		5.1	%
Financial services	628		1,324		(696		)	(52.6	)%
	$	8,632	$	8,942	$	(310	)	(3.5	)%

Income taxes. The following table summarizes Income taxes 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)
Income taxes	$	3,247	$	3,183	$	64	2.0	%

The effective tax rate for the first fiscal quarter was 37.6%. For the prior year first fiscal quarter, the effective tax rate was 35.6%, which benefited from favorable state tax rate adjustments.

Liquidity and Capital Resources

We believe that cash and cash equivalents at June 27, 2015, together with cash flow from operations, will be sufficient to fund our operations and provide for growth for the next 12 months and into the foreseeable future. We maintain cash in various deposit accounts, the balances of which are in excess of federally insured limits. We expect to continue to evaluate potential acquisitions of, or strategic investments in, businesses that are complementary to our business. Such transactions may require the use of cash and have other impacts on the Company's liquidity and capital resources in the event of such a transaction. Recent acquisitions of Fairmont Homes and Chariot Eagle did not have a significant impact on our liquidity or capital resources. Because of the Company’s sufficient cash position, the Company has not sought external sources of liquidity, such as a credit facility; however, depending on our operating results and strategic opportunities, we may need to seek additional or alternative sources of financing. There can be no assurance that such financing would be available on satisfactory terms, if at all. If this financing were not available, it could be necessary for us to reevaluate our long-term operating plans to make more efficient use of our existing capital resources. The exact nature of any changes to our plans that would be considered depends on various factors, such as conditions in the factory-built housing industry and general economic conditions outside of our control.

Projected cash provided by operations in the coming year is largely dependent on sales volume and other activities. Operating activities provided $3.9 million of cash during the three months ended June 27, 2015, compared to providing cash of $2.2 million during the same period last year. Cash provided by operating activities during the current period was primarily the result of cash generated by operating income before non-cash charges, decreased accounts receivable, higher customer deposits and insurance loss reserves, offset by a decrease in prepaid expenses and other current assets and increases in commercial loans receivable and inventory. Cash provided by operating activities during the prior year was primarily the result of cash generated by operating income before non-cash charges and principal payments collected on consumer loans receivable, offset by increases to accounts receivables and inventories due to higher home sales activity.

Table of Contents

Consumer loan originations increased $4.9 million to $29.0 million for the three months ended June 27, 2015 as compared to $24.1 million for the three months ended June 28, 2014. This increase is primarily a result of increased home lending activity. Proceeds from the sale of consumer loans provided $28.5 million in cash, compared to $22.9 million in the previous year, a net increase of $5.6 million. The primary reason for the increase was increased consumer lending activity, offset by an increase in consumer loans held for investment of $2.1 million. The remaining change relates to the timing of loan origination and related sales.

With respect to consumer lending for the purchase of manufactured housing, states may classify manufactured homes for both legal and tax purposes as personal property rather than real estate. As a result, financing for the purchase of manufactured homes is thereby characterized by shorter loan maturities and higher interest rates. Unfavorable changes in these factors and the current adverse trend in the availability and terms of financing in the industry may have material negative effects on our results of operations and financial condition. See Item IA, "Risk Factors."

As a result of the 2008 credit crisis, national floor plan lenders substantially curtailed their lending activities, and others announced their intention to exit the business. The continuing reduction in available inventory financing has had an adverse effect on the manufactured housing industry and has negatively impacted the ability of our retailers to obtain floor plan financing for home inventory purchases. To further support floor plan availability for our retailers, Cavco has entered into programs to provide some of the capital used by inventory lenders to finance wholesale home purchases by retailers. 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 and invested in community-based lending initiatives that provide home-only financing to new residents of certain manufactured home communities (see Note 6 to the Consolidated Financial Statements).

Investing activities used $29.2 million of cash during the three months ended June 27, 2015, compared to $0.2 million of cash provided during the same period last year. In the current period, cash of $27.1 million was used for the purchase of certain assets and liabilities of Fairmont Homes and Chariot Eagle as well as the purchase of publicly-traded securities by our insurance subsidiary for its investment portfolio, offset by that subsidiary's investment sales. In the prior period, cash provided by investing activities was primarily from the sale of publicly-traded securities by our insurance subsidiary from its investment portfolio, partially offset by that subsidiary's investment purchases.

Financing activities used $1.1 million in cash during the three months ended June 27, 2015 primarily resulting from cash used to repay securitized financings, offset by loan sales accounted for as other secured financings. Financing activities required the use of $1.7 million in cash during the three months ended June 28, 2014, consisting primarily of cash used to repay securitized financings.

Table of Contents

Critical Accounting Policies

In Part II, Item 7 of our Form 10-K, under the heading "Critical Accounting Policies," we have provided a discussion of the critical accounting policies that management believes affect its more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

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 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.

Forward-looking Statements

Statements in this Report on Form 10-Q, including those set forth in this section, may be considered "forward looking statements" within the meaning of Section 21E of the Securities Act of 1934. These forward-looking statements are often identified by words such as "estimate," "predict," "hope," "may," "believe," "anticipate," "plan," "expect," "require," "intend," "assume," and similar words. Forward-looking statements contained in this Report on Form 10-Q speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. We do not intend to publicly update or revise any forward-looking statement contained in this Report on Form 10-Q or in any document incorporated herein by reference to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. In addition to the Risk Factors described in Part I, Item 1A. Risk Factors in our Form 10-K, factors that could affect our results and cause them to materially differ from those contained in the forward-looking statements include, but are not limited to:


•	We operate in an industry that is currently experiencing a prolonged and significant downturn;


•	We may not be able to successfully integrate past acquisitions, including the recent acquisitions of Fairmont Homes and Chariot Eagle and any future acquisitions to attain the anticipated benefits, and past acquisitions may adversely impact the Company's liquidity;


•	Our involvement in vertically integrated lines of business, including manufactured housing consumer finance and insurance, exposes the Company to certain risks;


•	Tightened credit standards, curtailed lending activity by home-only lenders and increased government lending regulations have contributed to a constrained consumer financing market;

Table of Contents


•	The availability of wholesale financing for industry retailers is limited due to a reduced number of floor plan lenders and reduced lending limits;


•	Our participation in certain financing programs for the purchase of our products by industry distributors and consumers may expose us to additional risk of credit loss, which could adversely impact the Company's liquidity and results of operations;


•	Our results of operations could be adversely affected by significant warranty and construction defect claims on factory-built housing;


•	We have contingent repurchase obligations related to wholesale financing provided to industry retailers;


•	Our operating results could be affected by market forces and declining housing demand;


•	We have incurred net losses in certain prior periods and there can be no assurance that we will generate income in the future;


•	A write-off of all or part of our goodwill could adversely affect our operating results and net worth;


•	The cyclical and seasonal nature of the manufactured housing industry causes our revenues and operating results to fluctuate, and we expect this cyclicality and seasonality to continue in the future;


•	Our liquidity and ability to raise capital may be limited;


•	The manufactured housing industry is highly competitive, and increased competition may result in lower revenue;


•	If we are unable to establish or maintain relationships with independent distributors who sell our homes, our revenue could decline;


•	Our business and operations are concentrated in certain geographic regions, which could be impacted by market declines;


•	Our results of operations can be adversely affected by labor shortages and the pricing and availability of raw materials;


•	If the manufactured housing industry is not able to secure favorable local zoning ordinances, our revenue could decline and our business could be adversely affected;


•	The loss of any of our executive officers could reduce our ability to execute our business strategy and could have a material adverse effect on our business and results of operations;


•	Certain provisions of our organizational documents could delay or make more difficult a change in control of our Company;


•	Volatility of stock price;


•	Deterioration in economic conditions in general and continued turmoil in financial markets could reduce our earnings and financial condition;


•	The cost of operations could be adversely impacted by increased costs of healthcare benefits provided to employees;


•	A prolonged delay by Congress and the President to approve budgets or continuing appropriation resolutions to facilitate the operations of the federal government could delay the completion of home sales and/or cause cancellations, and thereby negatively impact our deliveries and revenues;


•	Information technology failures or data security breaches could harm our business; and

Table of Contents


•	We are subject to extensive regulation affecting the production and sale of manufactured housing, which could adversely affect our profitability.

We may make additional written or oral forward-looking statements from time to time in filings with the SEC or in public news releases or statements. Such additional statements may include, but are not limited to, projections of revenues, income or loss, capital expenditures, acquisitions, plans for future operations, financing needs or plans, the impact of inflation and plans relating to our products or services, as well as assumptions relating to the foregoing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market prices and interest rates. We may from time to time be exposed to interest rate risk inherent in our financial instruments, but are not currently subject to foreign currency or commodity price risk. We manage our exposure to these market risks through our regular operating and financing activities.

Our operations are interest rate sensitive. As overall manufactured housing demand can be adversely affected by increases in interest rates, a significant increase in wholesale or mortgage interest rates may negatively affect the ability of retailers and home buyers to secure financing. Higher interest rates could unfavorably impact our revenues, gross margins and net earnings. Our business is also sensitive to the effects of inflation, particularly with respect to raw material and transportation costs. We may not be able to offset inflation through increased selling prices.

CountryPlace is exposed to market risk related to the accessibility and terms of long-term financing of its loans. In the past, CountryPlace accessed the asset-backed securities market to provide term financing of its chattel and non-conforming mortgage originations. At present, independent asset-backed and mortgage-backed securitization markets are not readily accessible to CountryPlace and other manufactured housing lenders. Accordingly, CountryPlace has not continued to securitize its loan originations as a means to obtain long-term funding.

We are also exposed to market risks related to our fixed rate consumer and commercial loan notes receivables, as well as our securitized financings balances. For fixed rate instruments, changes in interest rates do not change future earnings and cash flows. However, changes in interest rates could affect the fair market value of these instruments. Assuming the level of these instruments as of June 27, 2015, is held constant, a 1% unfavorable change in average interest rates would adversely impact the fair value of these instruments, as follows (in thousands):



	Change in Fair Value
Consumer loans receivable	$	5,727
Commercial loans receivable	$	147
Securitized financings	$	1,144

Table of Contents

In originating loans for sale, CountryPlace issues 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. 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. 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 for IRLCs that will result in closed mortgage loans. The initial and subsequent changes in the value of IRLCs are a component of current income. Assuming CountryPlace's level of IRLCs as of June 27, 2015 is held constant, a 1% increase in average interest rates would decrease the fair value of CountryPlace's obligations by approximately $302,000.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended June 27, 2015, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding reportable legal proceedings is contained in Part I, Item 3, Legal Proceedings, in our Form 10-K. The following describes legal proceedings, if any, that became reportable during the quarter ended June 27, 2015, and, if applicable, amends and restates descriptions of previously reported legal proceedings in which there have been material developments during such quarter.

We are party to certain legal proceedings that arise in the ordinary course and are incidental to our business. Certain of the claims pending against us in these proceedings allege, among other things, breach of contract, breach of express and implied warranties, construction defect, deceptive trade practices, unfair insurance practices, 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 our consolidated financial position, liquidity or results of operations in any future reporting periods.

Table of Contents

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors, in our Form 10-K, which could materially affect our business, financial condition or future results. The risks described in this Report and in our Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 6. Exhibits

See Exhibit Index.

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

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Cavco Industries, Inc.
Registrant

Signature	Title	Date

/s/ Joseph H. Stegmayer	Chairman, President and	August 6, 2015
Joseph H. Stegmayer	Chief Executive Officer
	(Principal Executive Officer)

/s/ Daniel L. Urness	Executive Vice President, Treasurer and	August 6, 2015
Daniel L. Urness	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Table of Contents

EXHIBIT INDEX



Exhibit No.	Exhibit
31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Rule 13a-14(a)/15d-14(a)
31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Rule 13a-14(a)/15d-14(a)
32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials contained in this Quarterly Report on Form 10-Q for the period ended June 27, 2015 were formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements